Chicago Atlantic Real Estate Finance, Inc. (NASDAQ:REFI) is one of the top beaten-down REITs ready for a rotation rally. On June 18, Chicago Atlantic Real Estate Finance, Inc. (NASDAQ:REFI) and Chicago Atlantic BDC, Inc. (NASDAQ:LIEN) jointly announced they had signed a definitive merger agreement. The agreement allows Chicago Atlantic Real Estate Finance to elect to be regulated as a business development company and merge into Chicago Atlantic BDC. This will be an all-stock combination.
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The statement detailed that once the deal closes, Chicago Atlantic BDC will remain the surviving public entity. This entity will continue trading on the Nasdaq Global Select Market as LIEN, while REFI ceases to exist. The boards of the two companies unanimously approved the agreement, which the press release said they acted on recommendations from special committees made up solely of independent directors from each side.
Under the exchange structure, Chicago Atlantic Real Estate Finance shareholders will receive Chicago Atlantic BDC shares based on the ratio of each company’s adjusted net asset value, or NAV, per share. Using net asset values as of March 31, former Chicago Atlantic Real Estate Finance shareholders would end up owning approximately 50.5 percent of the combined company, though the final split depends on updated NAV figures closer to closing.
The combined entity would carry a pro-forma NAV of $613 million and a pro-forma investment portfolio of $771 million. This is based on both companies’ Q1 2026 financial statements.
Chicago Atlantic Real Estate Finance, Inc. (NASDAQ:REFI) is a commercial mortgage real estate investment trust. It originates, structures, and invests in first mortgage loans and alternative structured financings secured by commercial real estate properties in the United States.
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