Highlights Key Terms and Departures from
Shareholder Interests
Questions Process and Motivations of 180
Degree Capital Corp.'s Board of Directors' Cavalier Rejection of
the Alternative Source Capital Proposal
Highlights Need for Transparency from the TURN
Board and a Fair Process to Allow Shareholders to Determine the
Right Path Forward
CHICAGO, Feb. 11,
2025 /PRNewswire/ -- Marlton Partners L.P. (together
with its affiliates and group members, "Marlton" or "we"),
beneficial owners of approximately 4.6% of the outstanding stock of
180 Degree Capital Corp. (NASDAQ: TURN)(the "Company"), today
issued the following statement expressing its concern about TURN's
definitive merger agreement with Mount Logan Capital Inc. (Cboe
Canada: MLC) ("Mount Logan") and the TURN Board of Directors' (the
"Board") failure to engage with Source Capital (NYSE:
SOR)("Source") regarding its January
24 merger proposal.
As we await review of the Preliminary Proxy, we
are deeply concerned by TURN's definitive merger agreement with
Mount Logan.1
First, TURN's Board and management are asking
shareholders to approve a fundamental transformation – converting
TURN from a closed-end fund regulated under The Investment Company
Act of 1940 (the "'40 Act") into an alternative asset and insurance
solutions company. In doing so, TURN will diverge from the
corporate structure and strategy in which current shareholders
invested while also stripping away crucial retail investor
protections provided by the '40 Act structure.
Second, the Board has failed to provide
shareholders an option to tender at net asset value (NAV), the most
basic safeguard for shareholders in transactions of this nature,
and one provided in almost every recent comparable deal in this
space. When coupled with TURN's prolonged underperformance and
total transformation of corporate structure, it makes not providing
shareholders the option to receive cash at NAV even more
unacceptable.
Further, the Board's cavalier rejection of the
potentially superior January 24, 2025
merger proposal from Source Capital ("Source") 2 – which
valued TURN at 101% of NAV – without ever engaging in a single
discussion with Source, brings into question the process and
motivations of the Board. If the Board were truly focused on
maximizing shareholder value, it would have engaged with Source to
meaningfully evaluate its proposal as a credible potential
suitor.
The refusal to even speak with Source raises
questions about whose interests are truly being served in this
process. Could it be because TURN's management will continue
employment with Mount Logan?3 Given these developments,
there are legitimate concerns about whether the Special Committee
overseeing the transaction acted with an appropriate level of
diligence and impartiality. TURN shareholders deserve a transparent
process run by a board that takes its fiduciary duty seriously, and
that prioritizes maximizing value rather than advancing a
predetermined outcome.
Shareholders should have the option to tender at
NAV to realize the full and fair value of their investment, rather
than being locked into a new complicated structure. Shareholders
should also insist on transparency around the Board's initial
process that led to the Mount Logan proposal as well as how they
determined – again, without any engagement with Source – that the
Source proposal was not and would not reasonably become a superior
transaction for shareholders.
We remain confident in the value of TURN, but
are disappointed and seriously concerned about how the Board is
approaching its duties to its shareholders. TURN's future should
not be dictated by a transaction that offers investors no choice
for NAV while also stripping away critical 1940 Act
protections.
Marlton has nominated three highly qualified and independent
candidates – James Elbaor,
Gabi Gliksberg and Aaron Morris – for election to the TURN Board of
Directors at the Company's 2025 Annual General Meeting of
Shareholders. The firm also issued a letter to all TURN
shareholders highlighting TURN's underperformance and steep
discount to NAV, the full text of which can be found here.
About Marlton Partners L.P.
Marlton Partners L.P. is a
Chicago-based, privately held
investment firm led by James C.
Elbaor. The firm has a proven track record of success in
investing in closed-end funds and acquires significant ownership
positions in other assets where it believes long-term value can be
enhanced through active ownership. Mr. Elbaor holds a B.A. from
New York University and an M.B.A. from
Columbia University. For more
information about Marlton Partners L.P., please visit
https://MarltonLLC.com.
DISCLAIMER
This material does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein in any state to any person. In addition, the
discussions and opinions in this press release and the material
contained herein are for general information only, and are not
intended to provide investment advice. All statements contained in
this press release that are not clearly historical in nature or
that necessarily depend on future events are "forward-looking
statements," which are not guarantees of future performance or
results, and the words "may," "might," "could," "will," "should,"
"expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," the negative of these terms and other
comparable terminology are generally intended to identify
forward-looking statements. Any such forward-looking statements
contained herein are based on current assumptions, estimates and
expectations, but are subject to a number of known and unknown
risks and significant business, economic and competitive
uncertainties that may cause actual results to differ materially
from expectations. Any forward-looking statements should be
considered in light of those risk factors. The Participants (as
defined below) caution readers not to rely on any such
forward-looking statements, which speak only as of the date they
are made. Certain information included in this press release is
based on data obtained from sources considered to be reliable. No
representation is made with respect to the accuracy or completeness
of such data, and any analyses provided to assist the recipient of
this press release in evaluating the matters described herein may
be based on subjective assessments and assumptions and may use one
among alternative methodologies that produce different results.
Accordingly, any analyses should also not be viewed as factual and
should not be relied upon as an accurate prediction of future
results. Any figures are unaudited estimates and subject to
revision without notice. The Participants disclaim any intent or
obligation to publicly update or revise any such forward-looking
statements to reflect any change in expectations or future events,
conditions or circumstances on which any such forward-looking
statements may be based, or that may affect the likelihood that
actual results may differ from those set forth in such
forward-looking statements.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Marlton Partners L.P., a Delaware limited partnership ("Marlton
Partners"), together with the other Participants named herein,
intends to file a preliminary proxy statement and an accompanying
proxy card with the Securities and Exchange Commission ("SEC") to
be used to solicit votes for the election of its slate of
highly-qualified director nominees at the 2025 annual meeting of
shareholders of 180 Degree Capital Corporation, a New York corporation (the "Company").
THE PARTICIPANTS STRONGLY ADVISES ALL SHAREHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS,
INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL
PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN
AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are expected to be
Marlton Partners, Marlton Partners GP, LLC, Marlton, LLC,
James C. Elbaor, Aaron T. Morris, Gabriel
D. Gliksberg, ATG Fund II, LLC, ATG Capital Management, LLC
(collectively, the "Participants").
As of the date hereof, Marlton Partners is the beneficial owner
of 122,752 shares of common stock, par value $0.03, of the Company (the "Common Shares").
Marlton Partners GP, LLC, a Delaware limited liability company ("Marlton
GP") is the general partner of Marlton Partners and, by virtue of
that relationship, may be deemed to beneficially own the 122,752
Common Shares beneficially owned by Marlton Partners. Marlton, LLC,
a Delaware limited liability
company ("Marlton") is the investment manager of Marlton Partners
and, by virtue of that relationship, may be deemed to beneficially
own the 122,752 Common Shares beneficially owned by Marlton
Partners. Mr. Elbaor is the President of Marlton and, by virtue of
that relationship, may be deemed to beneficially own the 122,752
Common Shares beneficially owned directly by Marlton. ATG Fund II
LLC, a Delaware limited liability
company ("ATG Fund II") is the beneficial owner of 300,004 Common
Shares. ATG Capital Management, LLC, a Delaware limited liability company ("ATG
Management"), is the managing member of ATG Fund II and, by virtue
of that relationship, may be deemed to beneficially own the 300,004
Common Shares beneficially owned by ATG Fund II. Mr. Gliksberg is
the managing member of ATG Management and, by virtue of that
relationship, may be deemed to beneficially own the 300,004 Common
Shares beneficially owned by ATG Management. Mr. Gliksberg also
owns 28,042 Common Shares in his individual capacity. As of the
date hereof, Mr. Morris is the beneficial owner of 10,670 Common
Shares. As of the date hereof, the Participants may be deemed to
collectively beneficially own 461,468 Common Shares.
Media Contact:
ASC Advisors
Taylor Ingraham (203 992 1230)
tingraham@ascadvisors.com
Investors Contact:
James C.
Elbaor (214-405-4141)
James@marltonllc.com
InvestorCom LLC
John Glenn Grau (203-972-9300)
info@investor-com.com
proxy@investor-com.com
1 180 Capital – Mount Logan Definitive Merger
Agreement
2 Source Capital January
24 Merger Proposal Announcement
3 Mount Logan Capital + 180 Degree Capital Corp
Strategic Combination Presentation - Slide 7
View original
content:https://www.prnewswire.com/news-releases/marlton-partners-expresses-concern-about-the-proposed-merger-of-180-degree-capital-corp-and-mount-logan-302373862.html
SOURCE Marlton Partners L.P.
