Silver Spike Investment Corp. (“SSIC” or the “Company”) (Nasdaq:
SSIC), a specialty finance company that has elected to be regulated
as a business development company, today announced the completion
of its previously announced acquisition from Chicago Atlantic Loan
Portfolio, LLC (“CALP”) of a portfolio of loans (the “CALP Loan
Portfolio”) in exchange for newly issued shares of the Company’s
common stock (the “Loan Portfolio Acquisition”). As a result of the
Loan Portfolio Acquisition, the Company has net assets of
approximately $300 million and investments in 28 portfolio
companies.
In connection with the Loan Portfolio
Acquisition, the Company issued 16,605,372 shares of its common
stock to CALP. Following the Loan Portfolio Acquisition, CALP and
legacy SSIC stockholders own approximately 72.8% and 27.2%,
respectively, of the outstanding shares of the Company’s common
stock.
Scott Gordon, Executive Chairman of the board of
directors of the Company (the “Board”) and Co-Chief Investment
Officer of the Company, said: “We are excited to announce the
closing of the Loan Portfolio Acquisition. We believe the Loan
Portfolio Acquisition positions the Company well to drive further
growth, scale and diversity in the portfolio, and we believe it
will create meaningful value for our stockholders.”
Keefe, Bruyette & Woods, A Stifel Company,
served as financial advisor and Kramer Levin Naftalis & Frankel
LLP served as legal counsel to the special committee of the Board.
Davis Polk & Wardwell LLP serves as legal counsel to the
Company. Eversheds Sutherland (US) LLP serves as legal counsel to
CALP.
Separately, Silver Spike Capital, LLC (“SSC” or
the “Adviser”), the investment adviser of the Company, today
announced that it closed its previously announced transaction with
Chicago Atlantic BDC Holdings, LLC (together with its affiliates,
“Chicago Atlantic”), the investment adviser of CALP, pursuant to
which a joint venture between Chicago Atlantic and SSC has been
created to combine and jointly operate SSC’s, and a portion of
Chicago Atlantic’s, investment management businesses (the “Joint
Venture”). As the Joint Venture caused the automatic termination of
the prior investment advisory agreement between the Company and the
Adviser, a new investment advisory agreement between the Company
and the Adviser, which was approved by the Board and the SSIC
stockholders, took effect upon the closing of the Joint Venture.
The new investment advisory agreement has the same base management
and incentive fee as, and otherwise does not materially differ
from, the prior investment advisory agreement.
In connection with the transactions, the Board
and the officers of the Company have changed as follows: (i)
Frederick C. Herbst (Independent Director), John Mazarakis (Partner
at Chicago Atlantic), and Jason Papastavrou (Independent Director)
have joined the Board, to serve until the 2025, 2026, and 2027
annual meetings of stockholders, respectively, and until their
respective successors are duly elected and qualified; (ii) Andreas
Bodmeier (Partner at Chicago Atlantic) has replaced Mr. Gordon as
Chief Executive Officer of the Company; (iii) Mr. Gordon has become
Executive Chairman of the Board and Co-Chief Investment Officer of
the Company; (iv) Umesh Mahajan has become Co-Chief Investment
Officer of the Company in addition to remaining Chief Financial
Officer and Secretary of the Company; and (v) Dino Colonna
(previously Partner and Co-Head of Credit at SSC) has become the
President of the Company.
In addition, in connection with the
transactions, the Company has been renamed “Chicago Atlantic BDC,
Inc.,” and its ticker symbol will be changed to “LIEN,” and the
Adviser has been renamed “Chicago Atlantic BDC Advisers, LLC.” The
changes to the Company’s name and ticker symbol will become
effective in the market at the open of business on October 2,
2024.
About Chicago Atlantic BDC,
Inc.
The Company is a specialty finance company that
has elected to be regulated as a business development company under
the Investment Company Act of 1940, as amended, and has elected to
be treated as a regulated investment company for U.S. federal
income tax purposes. The Company’s investment objective is to
maximize risk-adjusted returns on equity for its stockholders by
investing primarily in direct loans to privately held middle-market
companies, with a focus on cannabis companies. The Company is
managed by Chicago Atlantic BDC Advisers, LLC, an investment
manager focused on the cannabis and other niche or underfollowed
sectors.
Forward-Looking Statements
Some of the statements in this communication
constitute forward-looking statements because they relate to future
events, future performance or financial condition of the Company or
the Loan Portfolio Acquisition. The forward-looking statements may
include statements as to: future operating results of the Company
and distribution projections; business prospects of the Company and
the prospects of its portfolio companies; and the impact of the
investments that the Company expects to make. In addition, words
such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,”
“would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,”
“potential,” “plan” or similar words indicate forward-looking
statements, although not all forward-looking statements include
these words. The forward-looking statements contained in this
communication involve risks and uncertainties. Certain factors
could cause actual results and conditions to differ materially from
those projected, including the uncertainties associated with (i)
the ability to realize the anticipated benefits of the Loan
Portfolio Acquisition; (ii) risks related to diverting management’s
attention from ongoing business operations; (iii) the risk that
stockholder litigation in connection with the Loan Portfolio
Acquisition may result in significant costs of defense and
liability; (iv) changes in the economy, financial markets and
political environment, including the impacts of inflation and
rising interest rates; (v) risks associated with possible
disruption in the operations of the Company or the economy
generally due to terrorism, war or other geopolitical conflict
(including the current conflict between Russia and Ukraine),
natural disasters or global health pandemics, such as the COVID-19
pandemic; (vi) future changes in laws or regulations (including the
interpretation of these laws and regulations by regulatory
authorities); (vii) changes in political, economic or industry
conditions, the interest rate environment or conditions affecting
the financial and capital markets that could result in changes to
the value of the Company’s assets; (viii) elevating levels of
inflation, and its impact on the Company, on its portfolio
companies and on the industries in which it invests; (ix) the
Company’s plans, expectations, objectives and intentions, as a
result of the Loan Portfolio Acquisition; (x) the future operating
results and net investment income projections of the Company; (xi)
the ability of the Adviser to locate suitable investments for the
Company and to monitor and administer its investments; (xii) the
ability of the Adviser or its affiliates to attract and retain
highly talented professionals; (xiii) the business prospects of the
Company and the prospects of its portfolio companies; (xiv) the
impact of the investments that the Company expects to make; (xv)
the expected financings and investments and additional leverage
that the Company may seek to incur in the future; (xvi) conditions
in the Company’s operating areas, particularly with respect to
business development companies or regulated investment companies;
(xvii) the realization generally of the anticipated benefits of the
Loan Portfolio Acquisition and the possibility that the Company
will not realize those benefits, in part or at all; (xviii) the
performance of the loans included in the CALP Loan Portfolio, and
the possibility of defects or deficiencies in such loans
notwithstanding the diligence performed by the Company and its
advisors; (xix) the ability of the Company to realize cost savings
and other management efficiencies in connection with the Loan
Portfolio Acquisition as anticipated; (xx) the reaction of the
trading markets to the Loan Portfolio Acquisition and the
possibility that a more liquid market or more extensive analyst
coverage will not develop for the Company as anticipated; (xxi) the
reaction of the financial markets to the Loan Portfolio Acquisition
and the possibility that the Company will not be able to raise
capital as anticipated; (xxii) the strategic, business, economic,
financial, political and governmental risks and other risk factors
affecting the business of the Company and the companies in which it
is invested as described in the Company’s public filings with the
Securities and Exchange Commission (the “SEC”) and (xxiii) other
considerations that may be disclosed from time to time in the
Company’s publicly disseminated documents and filings. The Company
has based the forward-looking statements included in this
communication on information available to it on the date of this
communication, and it assumes no obligation to update any such
forward-looking statements. Although the Company undertakes no
obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that the
Company may make directly to you or through reports that the
Company in the future may file with the SEC, including annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K.
Contacts
Investors:Bill
HealyBill@silverspikecap.com212-905-4933
Grafico Azioni Silver Spike Investment (NASDAQ:SSIC)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Silver Spike Investment (NASDAQ:SSIC)
Storico
Da Gen 2024 a Gen 2025