Chicago Atlantic Real Estate Finance (REFI) and Chicago Atlantic BDC (LIEN) announced they have entered into a definitive merger agreement under which REFI will elect to be regulated as a business development company (BDC), and merge with and into LIEN in an all-stock, strategic combination.
Upon closing of the merger, LIEN will be the surviving public entity and will continue to operate as a BDC and trade on the Nasdaq Global Select Market under the ticker symbol “LIEN.”
The boards of both companies, each acting on the unanimous recommendation of their respective special committee comprised solely of independent directors, unanimously approved the merger and the transactions contemplated thereby.
Under the terms of the agreement, REFI stockholders will receive a number of shares of LIEN common stock based on the ratio of REFI's adjusted net asset value per share to LIEN's adjusted NAV per share, in each case as determined shortly prior to closing in accordance with the merger. Based on the respective net asset values of REFI and LIEN as of March 31, 2026, the former REFI stockholders would be expected to own approximately 50.5% of LIEN immediately following the merger.
“The merger of REFI and LIEN brings together two platforms with a shared foundation of disciplined, senior secured lending to the cannabis industry and underserved segments of the lower middle markets. For REFI, this transaction is a path to unlock value that would be difficult to achieve independently in the current evolving cannabis investment landscape. For LIEN, this transaction accelerates the core strategy," said Peter Sack, Co-Chief Executive Officer of REFI and Chief Executive Officer of LIEN. “Together, we believe the combined platform will be better positioned to pursue attractive risk-adjusted returns across cannabis and the broader lower middle market.”
Strategic Benefits of the Merger:
- Increases Competitive Positioning – The merger creates a vehicle with a pro-forma NAV of $613 million1, and a pro-forma portfolio of $771 million in investments, which the parties believe could expand the combined company's reach with a broader universe of borrowers.
- Enhances Portfolio Diversification and Collateral Base – The pro forma vehicle is expected to include an attractive mix of cash-flow loans, real estate–backed loans, and diversified direct lending.
- Improves Access to Debt Capital – Increased scale is expected to expand access to larger, lower-cost, and more diversified leverage, which the boards believe could support more efficient balance sheet management over time, driving incremental earnings.
- Enhances Liquidity and Investor Visibility – Increased scale may support improved trading liquidity, increased institutional engagement and visibility.
- Potential for Earnings Accretion–The boards believe the combination has the potential to drive operating efficiencies through the elimination of overlapping expense categories and may support increased earnings capacity over time through prudent use of leverage.
- Strong Pro Forma Portfolio Metrics – Results in a pro-forma portfolio with strong credit metrics, reflecting the aligned investment and underwriting philosophies of the combined platforms.
- Stock Repurchase Program – The Merger agreement provides that the LIEN board will consider in good faith, the adoption of a stock repurchase program of up to $25.0 million to be implemented following the closing of the transaction, subject to market conditions and other factors the LIEN Board determines to be relevant at that time.
Sack will lead the combined company as CEO Following the closing of the transaction, the LIEN board will include three independent directors continuing from REFI and two independent directors continuing from LIEN, along with two directors affiliated with the LIEN Adviser or its affiliates.
