Chicago Atlantic BDC - merger structured as adj NAV-for-NAV exchange of shares

Chicago Atlantic BDC, Inc. (NASDAQ: LIEN) completed a merger structured as an adjusted net asset value (NAV)-for-NAV exchange of shares in October 2024, acquiring the loan portfolio of CALP in exchange for newly issued shares of the company’s common stock. As a result of the transaction, the company’s net assets increased to approximately $300 million, with investments in 28 portfolio companies. The merger involved the issuance of 16,605,372 shares of common stock to CALP, resulting in ownership distribution of approximately 72.8% for CALP and 27.2% for legacy SSIC stockholders.

The merger also led to a reorganization of the company’s leadership and board structure. Andreas Bodmeier replaced Scott Gordon as Chief Executive Officer, while Gordon transitioned to the role of Executive Chairman and Co-Chief Investment Officer. The company was renamed “Chicago Atlantic BDC, Inc.” and its ticker symbol changed to “LIEN”.

In the second quarter of 2025, the company reported net investment income of $7.7 million, or $0.34 per weighted average share. The company’s investment portfolio had a fair value of $307.5 million across 31 portfolio companies. The company also declared a dividend of $0.34 per share for the quarter ending September 30, 2025.

The merger and subsequent operational performance reflect the company’s strategy to focus on middle-market companies, particularly in the cannabis sector, with the goal of maximizing risk-adjusted returns for its shareholders.