7/15/2025

speaker
Operator
Conference Operator

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.

speaker
Kevin Rendino
Chief Executive Officer, 180 Degree Capital Corp

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.

speaker
Ted Goldthorpe
Chief Executive Officer, Mount Logan Capital

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.

speaker
Daniel Wolf
President and Portfolio Manager, 180 Degree Capital Corp

Thanks, Ted. As you mentioned in our release announcing this call, we've been waiting for the right time to address a number of inaccuracies and distortions included in press releases by an activist investor starting prior to the announcement of our proposed business combination. We made a deliberate decision not to engage in a public back and forth with this investor while we were focused on completing the proxy and registration statement. Now that this process is behind us and the vote is underway, we believe it is important to be clear. This is not a game to us. We take our fiduciary and corporate governance responsibilities seriously and remain focused on creating long-term value for shareholders. You might ask, why are we even spending time on this topic? It is because while certain active investors coordinate and pursue short-term tactics that divert resources, we believe such efforts are a distraction and a misuse of shareholder capital. Capital that should be directed towards sustaining the strong performance of our investment portfolio and maximizing the ownership of 180-degree capital shareholders in the merged entity. It is worth noting that NAV growth would have been even stronger without the added legal costs resulting from these activist actions. We are doing everything we can to try to minimize the impact of NAV caused by these activist shareholders. For example, I took multiple requests to finally reach the point where we reached agreement to move the demanded director election meeting date without needing lawyers involved. And our reason for asking for it to be moved was to save shareholder expense of running a contested election. We also had one investor who was identified in our proxy as 180 degree shareholder A proposing via email that this shareholder would tell us how to get the requisite vote with minimal solicitation expenses in exchange for compensation when the merger is approved by shareholders. As a matter of principle and as a matter of good corporate governance, Our special committee and our board declined to engage in this brazen attempt of vote buying by bribing the company. So in short, no side deals, no public deals, no non-public deals, nothing. We do not make monetary or other side deals for votes. The claims made by one activist investor of such non-public deals are not supported by FACT. We've also been driving hard to reach this point where we could announce the meeting date and begin collecting votes. We're happy to dive into the SEC review steps and timeline in detail if any shareholder would like us to do so at any time or as part of the Q&A. Contrary to accusations made publicly by one investor and privately by another, we respect the SEC review process and are not willing to take actions that are not permitted under law and regulation. Kevin and I wanted the vote to occur faster than anyone. We have spent the past year engaged with the Mount Logan team and see the opportunities for substantial value creation for our collective ownership of 180-degree capital. We cannot wait for this merger to close and for the value creation of a combined entity to start. We are hopeful that these unnecessary expenses can end their occurrence and negative impact on NAV. If you happen to speak with these active investors, we would appreciate if you deliver the same message. We're also hopeful that we can engage a constructive dialogue with any and all shareholders, even those who continue to defame us in press releases after what we believed were constructive conversations. We're here and available any time to speak and look forward to doing so. In the interim, please let us know if you receive calls from any activists soliciting you to vote no on the proposed business combination. This type of solicitation is not permitted under securities laws, and we want to make sure that our shareholders are not being disadvantaged by entities They may have a different set of ethics in respect to the law and regulation. Our proxy solicitor is EQ Fund Solutions, and you may be receiving a call for them, which is permitted under law and regulation. You can also reach out to them if you have any questions or need help voting, as they can be reached at toll-free at 800-967-5051. We stand by our results and our strategy and our steadfast belief that our proposed business combination with Mount Logan is the best future path for 180-degree capital and its shareholders. to build substantial value. We believe the more time you spend with Ted and his team, the more you will share our excitement for this proposed business combination. We remain committed to engaging constructively with shareholders who share our long-term vision. We also look forward to the opportunity to continue to grow now, heading into the close, hopefully without negative impacts from the actions of activist investors. I now turn the call back to Kevin for some closing remarks.

speaker
Kevin Rendino
Chief Executive Officer, 180 Degree Capital Corp

Thanks, Daniel. And that brings us back to the most important part of why we're here speaking with you today. That is our recommendation that you support and vote for the proposed business combination. I encourage all of 180 Degree Capital shareholders, as Daniel said, to spend time with Ted and his team. Daniel and I have had the pleasure of doing so for the past year, and they are an incredible group of people. Literally, each time we have a meeting, we come out more eager for the next one. My 35 plus years of experience and Daniel's 20 plus years of experience working in finance We have not met a more capable value-creating team who are truly good people. As significant 180-degree capital shareholders, Daniel and I feel honored to have the opportunity to own a material portion of our combined business from which I believe the future is bright for the creation of material value and wealth for our combined shareholders. If we just trade at one times of our combined book value, that is approximately 126% of our NAV as of 6-30-25. If we trade anywhere near our peers on a multiple of FRE and SRE, the value of 180-degree capital as ownership of the merged company is much greater. I believe this value is just a floor in terms of our NAV rather than a ceiling. There's one thing you can take from these comments. I hope it is that there isn't one way to create value or build wealth, and we strongly believe that the proposed business combination is the best way forward to create significant value for all of our shareholders. With that, we'll open the call for questions.

speaker
Operator
Conference Operator

Thank you. If you wish to ask a question, please press star followed by one on your telephone keypad now, or click on the ask a question icon if you're participating via your computer. You will be advised when to ask your question. If for any reason you want to remove your question from the queue, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. Our first question comes from Pratik Agarwal from CIF Financial. The line is now open. Please go ahead.

speaker
Pratik Agarwal
Analyst, CIF Financial

Thank you so much for taking my questions. I have two questions. Firstly, congratulations on the transaction. Now that SEC has approved the business combination, just wanted to understand sort of the updated timeline and the next steps to complete the merger. And then I have a follow-up question as well.

speaker
Daniel Wolf
President and Portfolio Manager, 180 Degree Capital Corp

Absolutely. Thank you very much for that question. So now that we are effective, we're able to start collecting votes. That process will begin, has begun. The materials will be received by our shareholders, by shareholders of both companies in the coming weeks. We would encourage all of our shareholders to pay attention to the materials. And if you have any questions on them, reach out. You can file the votes through the uh through the links or phone numbers that are on the car proxy cards that will be there our goal is to collect all those votes and be in a position to have the mergers approved at our meetings that are scheduled on august 22nd and then the goal would be to close the transaction shortly thereafter pending a few steps in the closing process. So we're probably looking at some time in very early September. There is the possibility that we extend the meeting date to collect more boats if we need to, but that is the timeline we're operating on currently.

speaker
Pratik Agarwal
Analyst, CIF Financial

Awesome. Thank you so much. Second question is, what are the benefits of this strategic combinations for the MLC Mount Logan shareholder?

speaker
Ted Goldthorpe
Chief Executive Officer, Mount Logan Capital

Yeah, that's a good question. I mean, from our perspective, we're incredibly excited about this. You know, I think it does a bunch of different things. Number one is, you know, moving to a U.S. exchange, I think it's going to really greatly help us from any perspective. And also, we'll have improved stock liquidity, both because we're NASDAQ listed and just because of scale. Number two is, you know, obviously we've got a pretty decent pipeline of M&A opportunities, plus, you know, opportunities to organically grow. So we think this gives us capital to do that and strengthens our balance sheet. It should expand our research coverage. You know, again, like we get a best-in-class management team that can open up a brand new source of sourcing for us. So, you know, we've made a lot of money in our past of providing private solutions to public companies. And Kevin and Daniel obviously give us a segue into that market. And so from our perspective, you know, this is a real, real big win for Mount Weber.

speaker
Pratik Agarwal
Analyst, CIF Financial

Thank you so much. I'll pass the line.

speaker
Operator
Conference Operator

Thank you. Our next question comes from Martha Song from TD Cowan. Your line is now open. Please go ahead.

speaker
Martha Song
Analyst, TD Cowan

Thank you for taking my question. I also congrats again on the deal. I also have two questions. First one is, I'm just trying to understand what were some of the factors driving Mount Logan's Q125 book value, the sharp increase to $103 million. And then I have another follow-up.

speaker
Nikita Boston
Chief Financial Officer, Mount Logan Capital

Okay. Hi, Marfa. Thanks for your question. I can take that one. My name is Nikita Boston. I'm the CFO of Mount Logan Capital. So if we take a step back, thinking about our book value, in January of 2022, we had to adopt IFRS 17, which was a new insurance contract standard that came into effect. And in doing so, it caused us to take about a $70 million hit to our net reserve, which directly lowered our equity by that amount. And the main reason being IFRS 17 insurance contract liabilities and reinsurance contract assets are comprised of three main components, best estimate cash flows, explicit risk adjustments for non-financial risk, and contractual service margins. And we can go for a drink to discuss those and how they're determined in detail. However, under U.S. GAAP, the main thing to take away is that the reserve ultimately ends up in a lower net position because we just look at our estimated future obligations of policyholders which is offset by the present value of future net premiums. So because there's no risk adjustment or CSM, we have a lower net reserve. So as a result, then when we went to adopt U.S. GAAP, what happened is that we were able to reverse that day one adoption loss. And so essentially our shareholder equity has gone back to its starting point pre-adoption. We're also pleased that the way our U.S. GAAP reporting positions Mount Logan, it really puts us in line with other U.S. alternative asset managers and life reinsurers for comparability and benchmarking. You mentioned another question?

speaker
Martha Song
Analyst, TD Cowan

Awesome. Yeah, no, no, that's super comprehensive and very helpful. Yeah, my second question, just from your supplemental deck, which of, or can you give me um one of the u.s alternative asset managers that provide the best pure comparison for monologan if i'm trying to look at it from a price to book perspective yeah so um referencing site 11 which is in the supplemental deck um this shows the value creation um if we trade a one-time spoke

speaker
Ted Goldthorpe
Chief Executive Officer, Mount Logan Capital

And again, most of our, uh, the large scale, uh, asset managers, you know, Apollo KKR being the most obvious ones trade around five times price to book. So I think what that shows is continue to invest in that business. Um, so I, we would say like the, the most relevant comps are probably the scale asset managers that also own insurance companies. Again, we're not saying that we are in the same league as some of these companies, but again, Patrick O' From a trading perspective, things like Apollo, which owns Athene, and KKR, which owns Global Atlantic would be good things to point to.

speaker
Martha Song
Analyst, TD Cowan

That's very helpful. Thanks again. I'll pass them on.

speaker
Operator
Conference Operator

As a reminder, to ask a question, please press star followed by one on your telephone keypad. Our next question comes from Ben Rubenstein from Roboti. Your line is now open. Please go ahead.

speaker
Ben Rubenstein
Analyst, Robotti & Co

Hey, guys. Great presentation. I just want to clarify. So has one of these degree capital solicited voting agreements from shareholders since the deal with NotLogan was announced?

speaker
Daniel Wolf
President and Portfolio Manager, 180 Degree Capital Corp

Thanks. Hey, Ben. This is Daniel. The answer is a resounding no. We're not permitted to. The rule basically is that until you start a solicitation, the SEC is basically determined and given guidance that you can't take voting agreements, enter into voting agreements with shareholders that own less than 5% of the outstanding stocks. And so the no, and all of the indications support that we also had the forward non-binding, those were shareholders who believe in the opportunity, believe in the deal and wanted to express their support in some way, but they weren't able to enter into a voting agreement because of SEC regulations. I think as you hear on our call and on our, we follow these, the rules and regulations and laws very carefully and closely. So I hope that's helpful.

speaker
Ben Rubenstein
Analyst, Robotti & Co

I appreciate that. And then for Ted, can you talk about the benefits of owning an insurance business and how you intend to use the insurance business over the next few years or in the medium term?

speaker
Ted Goldthorpe
Chief Executive Officer, Mount Logan Capital

Yeah, I think insurance, you know, I think some of the big alternative asset managers kind of realized this a couple years ago, whereby it offers us, you know, basically some semblance of permanent capital. Obviously, we think we can earn very strong ROEs at the insurance level, And then you get the double benefit of being able to get the asset management fees at the asset management level. So you get economics on both different levels. And going back to our comments around organic and inorganic growth, we do think there's a lot of inorganic growth opportunities. But we lay out in a lot of our public filings how we think about return on capital. And we think we could generate mid-20s returns for every dollar invested. So having that organic growth engine as part of our platform is pretty strategic and very, very powerful.

speaker
Ben Rubenstein
Analyst, Robotti & Co

It's exciting. Thanks for the time. Thanks, Ben. Thanks, Ben.

speaker
Operator
Conference Operator

Thank you. We have a question come in from Bob Hoffman from VH Standard Asset Management. Mary, please go ahead.

speaker
Daniel Wolf
President and Portfolio Manager, 180 Degree Capital Corp

Yeah, so the question that came in was, Can we address what took so long with SEC approval to be able to start the solicitation? And thanks, Bob, for asking that question. I think as we put out in a release previously, there's a whole process that you have to go through when you're doing a merger where with other meetings you can actually just start holding it. You can put out the definitive here. You have to wait until the SEC determines you're effective. And when we first filed our proxy in March, It was because we didn't have the GAAP financials ready yet for Mount Logan. We wanted to do that because we wanted to get information out to the shareholder base. The SEC told us two days later they're not going to review it until those GAAP financials are in there. And for anyone who's ever gone through the conversion of IFRS to US GAAP or anything, it is an extraordinarily difficult process. And it's later in when you have an insurance company. it's that these things take a while and really kudos to Nikita and her team, which did an incredible job on that effort. We were finally got the, because, and then once they're done, they have to be audited. And so they can't do the audit until the financials are done and audits take time too. So on May 5th, we finally got, The auditor issued the unqualified opinion that we filed the next day with those financials in the proxy. It takes about 30 days for the SEC to get back to you the first time. We got 41 questions and comments from the SEC. We responded to those about a week later, including all of the updated financials for March 31st. And then it takes another 14 to 20 days to get comments back. We got comments back another nine on July 1st. We turned those around in 48 hours. We then started to get sign-off and verbal confirmations that there were no further comments from the SEC, which then allowed us to move forward with getting to the point of discussing a timeline for being effective, which came on July 11th. So as you see, There's an intense process that goes on, and at no point in time was there delays from our side. This was responding to the SEC in a very timely manner. And, you know, we're really happy now to be on file, be definitive, and moving forward.

speaker
Operator
Conference Operator

Thank you. We have a question from David Maley from 1102 Partners. Your line is now open. Please go ahead.

speaker
David Maley
Analyst, 1102 Partners

Hi, Kevin, Daniel, and Ted. Thanks for taking my question. And thanks for a really informative and straightforward presentation. That was terrific. You know, Kevin and Daniel, I've known you guys for at least 10 years, probably a bit more, a lot of respect for how you invest and run the business. So I think Mount Logan is making a great decision to bring you guys on. So congratulations to everyone. Ted, my question's for you. You talked about how with the 180 team in place, you could offer private solutions to public companies. Can you give an example or two about how that would work and how that would accrue benefit to the shareholders of the new company? That would be helpful to understand. Thanks.

speaker
Ted Goldthorpe
Chief Executive Officer, Mount Logan Capital

Yeah, great question. So on the first point, you know, there's lots and lots of companies out there that trade, you know, pretty far below fair market value, as most people know. And those companies need access to capital to do various things, including buying their own stock and other financial engineering, but as well as also just investing in their own companies. So, yeah, we have a long track record of doing anywhere from debt to structured equity solutions within a public company context. And you know, trying to create or unlock more value for public shareholders. So today our team is relatively focused on private solutions. And so Kevin and Daniel offer us not only sourcing opportunities, but also, you know, like deep seated relationships with a number of management teams. So from that perspective, you know, opens up a whole new source of origination for us. The way we benefit as a, as a shareholder or, you know, as Mount Logan, Patrick Baur, is obviously those investments go into our various vehicles and you know, like our LPs are looking for more and more differentiation amongst their GP relationships, and this is an area that we feel is relatively you know differentiated. Patrick Baur, So we think it might help us raise more money and definitively you know achieve better risk reward opportunities just given the funnel be larger so. I think it's a really, really, really strategic acquisition for our shareholders.

speaker
David Maley
Analyst, 1102 Partners

Thanks. That's helpful. Appreciate it. Thanks, Dave.

speaker
Operator
Conference Operator

Thank you. We currently have no further questions, so I'll hand back to Kevin to conclude today's conference.

speaker
Kevin Rendino
Chief Executive Officer, 180 Degree Capital Corp

Well, thank you, everyone, for your time today. It's been a while since we've been in front of you, and it's good to be back. What we hope you take from our remarks is that we are an open book, available to speak with any shareholder at any time. We look forward to talking to you about this deal. We look forward to speaking with you throughout the voting process. We, as always, thank you for all your support, and we wish you all a great summer.

speaker
Operator
Conference Operator

Thank you. This concludes today's call. Thank you for joining us. You may now disconnect your lines.

Disclaimer

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