Chicago Atlantic BDC agrees to all-stock merger with REFI, expected to close Q4 2026
Chicago Atlantic BDC (LIEN) signed a merger agreement under which REFI will elect to be regulated as a business development company and merge into LIEN in an all-stock deal, with LIEN continuing as the surviving public company. REFI stockholders would be expected to own about 50.5% of LIEN after closing, based on March 31, 2026 net asset values, and the final split depends on the NAV ratio calculated shortly before closing. Completion requires stockholder approvals at both companies, regulatory approvals and lender consents, with closing expected in the fourth quarter of 2026.
Key points
- Former REFI stockholders would be expected to own approximately 50.5% of LIEN after the merger, based on March 31, 2026 NAVs; the final percentage depends on the closing NAV ratio.
- Pro-forma NAV of $613 million and pro-forma portfolio of $771 million in investments, based on March 31, 2026 financial statements as reported on Form 10-Q.
- LIEN board will consider in good faith a stock repurchase program of up to $25.0 million after closing, subject to market conditions.
- Merger is currently expected to close in the fourth quarter of 2026; Chicago Atlantic has agreed to fund $2.0 million of REFI's transaction-related expenses.
The filing
Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on June 18, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.