Eversheds Sutherland Advises Special Committee of Independent Directors of Chicago Atlantic BDC, Inc. on Definitive Merger Agreement with Chicago Atlantic Real Estate Finance, Inc.

Eversheds Sutherland is pleased to have advised the Special Committee of Independent Directors of Chicago Atlantic BDC, Inc. (“LIEN”) (NASDAQ: LIEN), a specialty finance company that has elected to be regulated as a business development company (“BDC”), on entering into a definitive merger agreement (the “Merger Agreement”) with Chicago Atlantic Real Estate Finance, Inc. (“REFI”) (NASDAQ: REFI), a commercial mortgage real estate investment trust, under which REFI will elect to be regulated as a BDC, and merge with and into LIEN in an all-stock, strategic combination (the “Merger”). 

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 Board of Directors of both companies, each acting on the unanimous recommendation of their respective special committee comprised solely of independent directors, unanimously approved the Merger Agreement and the transactions contemplated thereby.

Management and Governance

Chicago Atlantic BDC Advisers, LLC, a majority-owned subsidiary of Chicago Atlantic Group, LP, will continue to serve as the investment adviser of LIEN following the closing of the Merger.

Peter Sack will lead the combined company as Chief Executive Officer. Following the closing of the transaction, the LIEN Board of Directors 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 (subject to finalization in accordance with the Merger Agreement and applicable Investment Company Act requirements).

Required Approvals and Expected Timing

Completion of the Merger is subject to the approval of stockholders of both REFI and LIEN, as well as regulatory approvals, lender consents and other customary closing conditions. Subject to the satisfaction of the conditions of the transaction, the Merger is currently expected to close in the fourth quarter of 2026. 

To read the full press release, please visit Globe News Wire.

 
Eversheds Sutherland is serving as legal counsel to the Special Committee of Independent Directors of LIEN, with a deal team led by Partner Owen Pinkerton (Capital Markets) and Partner Doug Leary (M&A) and including Partners Danny McKeithen (Tax) and Brian Tschosik (Tax), with support from Associate Samantha Wood (Capital Markets).