180 Degree Capital Corp. (TURN) Earnings Call Transcript & Summary

Ladies and Gentlemen, I'm Kevin Rendino, Chairman of the Board of 180 Degree Capital Corp., and I'll be serving as Chairman of today's meeting. I hereby call the special meeting of shareholders to order and welcome you whether you are joining in person via webcast or by telephone. The purpose of today's meeting is to consider the proposals outlined in the proxy statement regarding the proposed business combination between 180 Degree Capital and Mount Logan Capital. We appreciate your participation, and we thank you for being here. We will first conduct the formal business of the meeting as outlined in the proxy statement. After adjournment of the formal session, we will hold an informal question-and-answer period. I would now like to introduce members of the current company's leadership team who are participating in today's meeting: Daniel B. Wolfe, President and Chief Financial Officer, Chief Compliance Officer and facilitator of today's meeting. Alicia Gift, Secretary and Senior Controller; and Robert Bigelow, Vice President of Fund Development. In addition, EQ Fund Solutions has been designated as the Inspector of Election, and they are represented today by [ Michael Keith ]. EQ's representative has executed the required oath, which will be included in the minutes of the meeting. Daniel, would you please confirm that notice of this special meeting has been properly provided and that we may commence the business of the special meeting.

Certainly, Kevin, I confirm the notice of the special meeting together with the accompanying proxy statement was mailed or otherwise furnished on July 14, 2025, to all shareholders of record as of the close of business on July 8, 2025, an affidavit of mailing executed by the company's mailing agent has been received and will be filed with the company's records and included in the minutes. July 8, 2025, was fixed as the record date for this meeting. On that date, 10,141,000 shares of the company's common stock were issued and outstanding, each entitled to one vote. A list of shareholders of record as of the record date has been prepared and is available for review. Based on the percentage of the total shares of the company represented in person or by proxy at this meeting, the inspector of election has confirmed that a quorum is present. And accordingly, we may proceed with the business of the meeting.

Thank you, Daniel. We'll now turn to the formal items of business to be addressed at today's meeting, each as described in the proxy statement previously provided to you. Before we begin, let me briefly review how voting and participation will work. If you have already voted by proxy, your vote has been recorded, and you do not need to vote again. And proxy submitted at this meeting will revoke any prior proxies you may have submitted. If you wish to vote or to change your vote during the meeting, please request a ballot from the representative of EQ Fund Solutions, who is present today. Please make any such requests as early as possible so they can be processed before the polls close. During the formal portion of the meeting, questions will be limited to the proposal then under consideration. All other questions will be deferred to the informal session following [ adjournment ]. When recognized to speak, please direct your remarks to me. Please identify yourself by name and indicate whether you're a shareholder of record or a proxy holder and if a proxy holder, identify the shareholder you represent. We ask that all remarks be brief and limited to one question so that everyone has an opportunity to participate. I reserve the right to maintain order to ensure fair participation by all shareholders. We do not intend to address any questions that are, among other things, irrelevant to the business of the company or to the business of the special meeting related to material nonpublic information of the company related to personal grievances, derogatory references to individuals or that are otherwise in bad taste, repetitious statements already made by another shareholder. In furtherance of the shareholders' personal or business interests or out of order were not otherwise suitable for the conduct of the special meeting as determined by the Chair or Corporate Secretary in their reasonable judgment. We will now proceed to the proposals. The first proposal properly before the meeting as described in detail in the proxy is to adopt the merger agreement and improve the transactions contemplated thereby including the merger of the company with and into Mount Logan Capital Inc. If approved, each outstanding share of 180 Degree Capital common stock will be converted into the right to receive shares of new Mount Logan common stock in accordance with the terms set forth in the proxy statement. The Board of Directors unanimously recommends a vote for this proposal. Are there any questions concerning this proposal?

I see no questions in the queue.

Hearing no further discussion of the proposal, I Kevin Rendino, a shareholder of 180 Degree Capital as of the record date for the special meeting, hereby makes a motion to approve the business combination proposal.

I, Daniel Wolf, a shareholder of 180 Degree Capital as of the record date to the special meeting hereby second the motion to approve this business combination proposal.

The motion to approve the business combination proposal having been made and seconded. The polls with respect to the business combination proposal and hereby declared open at 10:05 a.m. on Friday, August 22. Are there any shareholders who wish to vote in person on this matter? If so, please indicate so now so that the inspector of elections may provide you with a ballot. The polls with respect to the business combination proposal are hereby declared closed at 10:06 a.m. Friday, August 22. Proposal #2, the deregistration proposal. The second proposal properly before the meeting as described in the proxy statement, is to approve the deep registration of 180 Degree Capital as an investment company under the Investment Company Act of 1940 to be effective following completion of the business combination. The Board of Directors unanimously recommends a vote for this proposal. Again, are there any questions concerning this proposal?

If you have a question, star 6 on your phone or type the ask a question on your computer. I see no questions in the queue.

Hearing no further discussion of the proposal, I, Kevin Rendino, a shareholder of 180 Degree Capital as of the record date for the special meeting, hereby make a motion to approve the deregistration proposal.

I, Daniel Wolfe, a shareholder of 180 Degree Capital as of the record date for the special meeting, hereby second the motion to approve the deregistration proposal.

Motion to approve the deregistration proposal has been made and seconded, the polls with respect to the registration proposal are hereby declared open at 10:07 a.m. Friday, August 22. Are there any shareholders who wish to vote in person on this matter? If so, please indicate so now so that the inspector of election may provide you with a ballot. The polls with respect to the deregistration proposal are hereby declared closed at 10:07 a.m., August 22, 2025. Proposal #3, the Mount Logan equity incentive plan proposal. The third proposal properly before the meeting is to approve the 2025 Omnibus incentive plan of the new Mount Logan Capital Inc. as described in the proxy statement. The Board of Directors unanimously recommends a vote for this proposal. Are there any questions concerning this proposal?

I see no questions in the queue.

Hearing no further discussion on the proposal, I Kevin Rendino, a shareholder of 180 Degree Capital as of the record date for this special meeting, hereby makes a motion to approve the equity incentive plan proposal.

I, Daniel Wolfe, shareholder of 180 Degree Capital as of the record date for the special meeting, hereby second the motion to approve the equity incentive plan proposal.

The motion to approve the equity incentive plan proposal having been made and seconded, the polls with respect to the equity incentive plan proposal are hereby declared open at 10:08 a.m. August 22, 2025. Are there any shareholders who wish to vote in person on this matter if so, please indicate so now so that the inspector of election may provide you with a ballot. The polls with respect to the equity incentive plan proposal are hereby declared closed at 10:09 a.m. Friday morning, August 22, 2025. Daniel, will you please provide us with the outcomes with respect to the voting on the three proposals presented at this special meeting thus far?

Certainly, Kevin. I have received the preliminary voting report from the inspector of election. Based on that report, the results are as follows: Proposal #1, the business combination proposal has been approved. Proposal #2, the deregistration proposal has been approved. Proposal #3, the Mount Logan equity incentive plan proposal has been approved. Final certified voting results will be filed with the minutes of this meeting.

Thank you, Daniel. Because all of the proposals have been approved, Proposal #4, the [ adjournment ] proposal will not be presented. The next item of business is any other business that may properly come before the meeting. The company has not received notice of any such matters, and therefore, no additional formal business will be conducted. There will be no further business to come before the meeting. The special meeting of shareholders is hereby adjourned. We can now start an informal question-and-answer session.

Again, for anyone who has a question, we're happy to answer them. You can press star 6 on your phone or press the ask a question button if you're joining via the computer. I'll give a few minutes -- a few seconds here and see if there are any questions. I am not seeing any questions in the queue.

Thank you, Daniel. This concludes the formal portion of today's special meeting. We will now open the floor for an informal question-and-answer session again?

Yes, sorry. Yes, I think, again, if there's any questions, but I think we don't have any in the queue.

During the session, representatives of the company would be available to respond to any questions from shareholders. If you're hearing none, we thank you again for your questions or your thoughts and for joining us today. On behalf of the Board and management, I thank you for your participation and your continued support of 180 Degree Capital as well as future shareholders of your merged company with Mount Logan Capital. We look forward to staying in touch with all of you, and please feel free to reach out to us any time.

Thank you, everyone. We can now disconnect.