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Mount Logan target 180 Degree holder calls for vote

2025-06-03 19:15 ET - Shareholders Letter

Mr. James Elbaor of Marlton reports

MARLTON PARTNERS CALLS ON 180 DEGREE CAPITAL CORP. TO SET RECORD DATE NOW AND ALLOW SHAREHOLDERS TO DETERMINE COMPANY'S FUTURE

Marlton Partners LP, beneficial owner of approximately 5.2 per cent of the outstanding stock of 180 Degree Capital Corp. (TURN), has issued an open letter calling on the TURN board of directors to immediately set a record date and allow shareholders to vote on the company's proposed sale to Mount Logan Capital Inc.

Dear fellow shareholders of 180 Degree Capital (TURN),

As long-term TURN shareholders, we remain committed to realizing the company's full value. Unfortunately, that value continues to be undermined by persistent mismanagement and abysmal governance under chairman and chief executive officer Kevin Rendino and the current board.

Most recently, the board has failed to schedule a shareholder vote on the proposed sale to Mount Logan more than 5-1/2 months after the definitive Mount Logan deal was announced.

The board is delaying the vote -- at your expense

The board has spent over five months -- and counting -- without a shareholder vote on the Mount Logan deal orchestrated by Mr. Rendino and this board. Meanwhile, it stonewalled and rejected a superior offer for 101 per cent of net asset value within just five days and otherwise has refused to run a legitimate sales process.

This mismanagement comes at a real cost to shareholders. The company's amended proxy disclosed that TURN shareholders will be on the hook for $6-million to $7-million in deal-related costs -- equivalent to 15.8 per cent of TURN's first quarter NAV. That is in addition to TURN's already excessive annual operating expenses of roughly 10 per cent of NAV.

In the interim, NAV continues to decline 4.7 per cent through Q1 2025, and, the longer this process drags on, the deeper those losses will grow.

Management continues to state the deal is "expected to be completed in mid-2025." With the calendar turning over to June, we are now firmly in mid-2025, yet shareholders remain in the dark, and no record date or meeting date has been announced.

The path forward: let shareholders decide

Shareholder democracy is a bedrock principle of corporate governance, which the TURN board is actively thwarting by delaying this process with no transparency.

TURN shareholders must be given the right to vote on this transaction now.

Instead of respecting your rights as TURN shareholders by facilitating a fair and reasonably prompt vote, management has reportedly spent its time in recent months soliciting voting agreements with select shareholders under non-public terms. These backroom deals serve one purpose: to entrench management and rig the process, while TURN shareholders are left in the dark.

TURN has taken other steps to avoid engaging with its shareholders since announcing this transaction. Namely, the company has not provided monthly NAV estimates at any point in 2025, nor has it held full-year 2024 or Q1 2025 earnings calls to address shareholder questions. If the Mount Logan transaction is truly in shareholders' best interest, the board should welcome -- not fear -- a timely, transparent vote.

As shareholders standing alongside you, we recognize that your right to vote on this transaction sooner rather than later is a critical part of you realizing the value of your investment in TURN. We all deserve better and are calling on the company's board and management to take their fiduciary duty seriously and set a record date now.

Sincerely, James C. Elbaor,

Managing member of the general partner,

Marlton Partners

About Marlton Partners LP

Marlton Partners is a Chicago-based, privately held investment firm led by Mr. Elbaor. The firm has a proven 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 BA from New York University and an MBA from Columbia University.

We seek Safe Harbor.

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