180 Degree Capital Corp. (TURN): Business Model Canvas [Dec-2025 Updated]

You're looking at a company right at its inflection point, and honestly, the final Business Model Canvas for 180 Degree Capital Corp. before its September 12, 2025, merger with Mount Logan Capital Inc. tells a clear story of strategic exit. For years, their model centered on constructive activism in small-caps, which netted them a strong 16.0% gross return in H1 2025 on a portfolio with a $4.80 per share NAV as of June 30, 2025. But the real action was the pivot: they offered shareholders a premium exit at 110% of NAV while simultaneously engineering a transition to a larger, recurring fee-based structure, all while keeping annual operating expenses lean at roughly $3 million. Dive into the nine building blocks below to see the precise mechanics of how they engineered this shift from activist to scaled asset manager.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Key Partnerships

You're looking at the partnerships that defined 180 Degree Capital Corp.'s strategic pivot in 2025. Honestly, the most significant partnership was the one that changed the company's entire structure: the business combination with Mount Logan Capital Inc. (MLCI). This wasn't just a collaboration; it was a full merger that closed on September 12, 2025.

This strategic business combination created a U.S.-based alternative asset management and insurance solutions platform. The combined entity, operating as Mount Logan Capital Inc. (MLCI) on Nasdaq, manages over $2.4 billion in assets, primarily focused on private credit markets. The deal was structured as an all-stock transaction, which initially valued Mount Logan at approximately $67.4 million at the signing in January 2025. The final Closing Merger Value was approximately US$122.7 million.

The final ownership structure reflected the negotiation adjustments made after shareholder feedback. Here's the quick math on the resulting equity split:

The revised terms were key for securing approval, as 180 Degree Capital shareholders ultimately received shares valued at 110% of Net Asset Value (NAV) at closing, an increase from the initial 100% offer. This NAV was reported at $4.80 per share as of June 30, 2025. Furthermore, the partnership included a commitment for shareholder liquidity programs totaling US$25 million.

You also need to account for the necessary professional partnerships that facilitated this massive undertaking, especially the shareholder vote execution. For that, 180 Degree Capital relied on its proxy solicitor, EQ Fund Solutions. Shareholders were directed to call EQ Fund Solutions at 1-800-967-5051 for voting instructions ahead of the special meeting on August 22, 2025. It's worth noting that nearly 63% of outstanding shares had already voted FOR the combination before the final meeting, showing strong early buy-in.

The due diligence and structuring of the merger required specialized external expertise. These financial and legal advisors were critical partners in vetting the transaction terms:

• Financial Advisor to Mount Logan Capital Inc.: Oppenheimer & Co.
• Financial Advisor to 180 Degree Capital Special Committee: Fenchurch Advisory U.S. LP.
• Legal Counsel to 180 Degree Capital: Proskauer Rose LLP and Osler Hoskin & Harcourt LLP.

Finally, the core operational partnership remains with the management teams of its portfolio companies. 180 Degree Capital Corp. functions as an activist investor, aiming for a '180-degree turn' in their performance. While the merger changes the investment character, the underlying value creation mechanism relies on these operational turnarounds. The success of this strategy was evident in the portfolio's performance leading up to the close; the public investment portfolio achieved a 16.0% gross total return in H1 2025, significantly outpacing the Russell Microcap Index's -1.1% return. The company's focus is definitely shifting to the scale of the combined entity, but the historical partnership model is what built the NAV base for the transaction. Finance: draft the pro-forma cash flow statement incorporating the MLCI structure by next Tuesday.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Key Activities

Constructive activism in substantially undervalued small-cap public companies

180 Degree Capital Corp. focused its investment activity on a concentrated portfolio of small-cap public companies, a key differentiator from peers who often hold 50+ positions, with 180 Degree Capital Corp. holding between 10-15 holdings.

Key operational and cost metrics related to this activity include:

• Annual operating expenses were cited as approximately 10% of NAV in the context of the merger discussions.
• Direct merger-related professional fees incurred in Q1 2025 totaled almost $300,000.
• Deal-related costs disclosed in August 2025 were estimated at $6-7 million, representing 15.8% of the Q1 NAV.

Managing a public and private investment portfolio

The performance of the investment portfolio was a primary driver of shareholder value, benchmarked against the Russell Microcap Index.

The company noted specific portfolio activity, such as the announcement by Synchronoss Technologies, Inc. (SNCR) receiving $30.2 million of its expected $33.9 million tax refund. SNCR planned to use 75% of the total proceeds (approximately $25.4 million) to pay down its term loan, resulting in annual interest savings of approximately $2.9 million.

Executing the all-stock business combination with Mount Logan Capital

The strategic activity culminated in a successful closing of the all-stock Business Combination.

• Transaction closing date: September 12, 2025.
• Combined entity name: Mount Logan Capital Inc., trading as MLCI on Nasdaq.
• Closing Merger Value: approximately $122.7 million.
• Implied price per share at closing: $9.43.
• Total shares outstanding post-closing: approximately 13 million.
• Mount Logan valuation at signing: approximately $67.4 million.
• Post-merger ownership split: Mount Logan shareholders 56.4%, 180 Degree Capital shareholders 43.6%.

The final terms provided 180 Degree Capital Corp. shareholders with shares valued at 110% of NAV at closing, an increase from the initial proposed 100% of NAV. The combined entity committed to shareholder liquidity programs totaling an aggregate of $25 million.

Communicating strategic vision and merger terms to shareholders

Shareholder engagement was a critical activity leading up to the transaction close in September 2025.

The final approval by 180 Degree Capital Corp. shareholders occurred on August 29, 2025.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Key Resources

The primary tangible resource for 180 Degree Capital Corp. (TURN) was its investment portfolio, which held a preliminary Net Asset Value (NAV) per share of $4.80 as of June 30, 2025. This portfolio demonstrated significant performance leading up to the late 2025 corporate action, with the public investment component achieving a 16.0% gross total return for the first half of 2025. The estimated growth in NAV year-to-date, as of July 25, 2025, was approximately +10%, with a total gross performance of about +22.8% for the same period.

Here's a quick look at some of the hard numbers defining the resource base:

The operational structure relied on a small, experienced management team, noted as having 8 employees pre-merger. The public listing on NASDAQ under the ticker TURN served as the primary access point to public capital, though trading was suspended effective September 12, 2025, due to the closing of the business combination.

The capital base, which supported activist investments and operational improvements within portfolio companies, was tied to the merger valuation and subsequent liquidity programs. Key details surrounding this capital structure and transition include:

• Closing Merger Value of the Mount Logan Capital Inc. combination was approximately US$122.7 million.
• TURN shareholders were set to receive proportionate ownership based on NAV at closing, with revised terms delivering 110% of NAV.
• The combined company, Mount Logan Capital Inc. (MLCI), was expected to begin trading on NASDAQ on September 15, 2025.
• A liquidity program was committed to providing up to US$15.0 million via a tender offer, or a separate commitment of $25 million to shareholder returns.

The cost of maintaining the activist strategy and managing the corporate transition was a factor; annual operating expenses were roughly reported at 10% of NAV. Furthermore, deal-related costs associated with the merger were substantial, estimated to be $6-7 million, representing 15.8% of the Q1 NAV.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Value Propositions

You're looking at the core value delivered to shareholders and the market by 180 Degree Capital Corp. (TURN), especially in the context of its late 2025 strategic shift via the Mount Logan Capital Inc. merger. The value propositions center on active management success, a premium realization event, and the creation of a larger, more sustainable operating structure.

Unlocking value in small-cap companies through hands-on activism

The fundamental value proposition of 180 Degree Capital Corp. has been its focus on providing value-added assistance through constructive activism to substantially undervalued small, publicly traded companies. The goal of this strategy is to engineer a reversal in direction for the share price of these investee companies, essentially achieving a 180-degree turn. This approach is grounded in a track record of performance since the current leadership assumed control in 2017.

Here are the historical performance metrics tied to this strategy through the first half of 2025:

• Since 2017 through June 30, 2025, the investment strategy generated approximately $38.7 million of gains.
• This gain equates to $3.87 per TURN shareholder.
• The cumulative gross total return since 2017 is 253%.
• The annualized internal rate of return (IRR) since 2017 is 16%.

The immediate, realized value proposition for the first half of 2025 demonstrated this continued success relative to the broader market. The public investment portfolio delivered a strong gross return.

Delivering strong H1 2025 public portfolio gross return of 16.0%

The investment performance in the first half of 2025 significantly outperformed relevant benchmarks, showing the ongoing effectiveness of the investment thesis leading up to the merger close.

Here is a comparison of performance through June 30, 2025:

The preliminary Net Asset Value (NAV) per share as of June 30, 2025, stood at $4.80, which was an increase of approximately 8.6% from the prior quarter, and the NAV was reported as approaching $5.00 as of July 8, 2025.

Offering shareholders a premium exit: 110% of NAV at closing via the MLCI merger

A critical value proposition realized through the strategic business combination with Mount Logan Capital Inc. was the premium valuation offered to TURN shareholders upon closing, which occurred on September 12, 2025. The revised terms of the merger agreement were structured to validate shareholder value by explicitly offering a premium over the Net Asset Value.

Key financial details of the merger exit include:

• The transaction was an all-stock strategic business combination.
• The revised terms delivered 110% of 180 Degree Capital Corp.'s Net Asset Value at closing.
• Mount Logan Capital's transaction equity value at signing was $67.4 million.
• Following the closing, 180 Degree Capital Corp. shareholders own approximately 43.6% of the combined company.
• The combined entity, New Mount Logan (MLCI), began trading on Nasdaq on September 15, 2025.

Providing a path to greater scale and recurring fee-based earnings via the combined entity

The merger was designed to transition the business from a smaller closed-end fund structure to a larger, U.S.-listed alternative asset management and insurance solutions platform. This scale is intended to enhance the ability to generate more stable, recurring revenue streams, moving beyond pure investment gains.

The combined entity, Mount Logan Capital Inc. (MLCI), is positioned to:

• Create a stronger, more diversified platform with enhanced scale.
• Gain improved access to U.S. capital markets.
• Enhance the ability to generate recurring fee and spread-related earnings.

This shift in structure aims to provide a more robust foundation for long-term shareholder value creation beyond the successful turnaround strategy previously employed by 180 Degree Capital Corp.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Customer Relationships

Direct, high-touch engagement with portfolio company management is evidenced by the focus on constructive activism to drive turnarounds in substantially undervalued small, publicly traded companies. The management team emphasized operational improvements, noting that day-to-day operating expenses declined by over 30% from Q1 2024. Furthermore, CEO Kevin Rendino demonstrated alignment by personally investing in over 800,000 shares, primarily with after-tax dollars.

Active shareholder communication was heavily focused on the proposed business combination with Mount Logan Capital Inc. The company hosted a Shareholder Update Call on July 15, 2025, following the filing of definitive materials on July 11, 2025. Proxy materials for the Special Meeting, set for August 22, 2025, were mailed around July 14, 2025. The final voting results showed strong support, with 87.0% approval (6,989,936 votes) for the Business Combination Proposal.

The relationship with activist investors, specifically Marlton Partners L.P., was central to the merger process. Marlton Partners, beneficial owners of approximately 5.8% of the outstanding stock as of September 12, 2025, nominated four director candidates for a Special Meeting scheduled for September 15, 2025. This action followed Marlton's initial nomination notice on December 17, 2024, which was in response to 180 Degree Capital Corp.'s failure to convene an annual shareholder meeting since April 2024. The pressure from Marlton resulted in revised merger terms that delivered 110% of Net Asset Value (NAV) to TURN shareholders and included a 60-day tender offer.

Investor relations efforts centered on demonstrating NAV performance and strategic alignment, particularly in the context of the merger. The preliminary NAV per share as of June 30, 2025, was reported at $4.80, marking an 8.6% increase from the prior quarter. The public investment portfolio achieved a gross total return of 16.0% in H1 2025, significantly outperforming the Russell Microcap Index's -1.1% return for the same period. The stock price performance since Marlton's December 17, 2024, nomination was a 35.5% increase, compared to 8.8% for the S&P 500.

Key metrics related to shareholder engagement and NAV performance are summarized below:

The timeline of key shareholder-facing events and outcomes includes:

• NAV per share of $4.64 as of December 31, 2024.
• Marlton Partners delivered demand for a Special Meeting on June 17, 2025.
• The Special Meeting for the merger vote was set for August 22, 2025.
• The Business Combination closed on September 12, 2025.
• Post-merger, 180 Degree Capital Corp. shareholders hold 43.6% of the combined entity.
• The combined entity is expected to pay quarterly dividends, a benefit for TURN shareholders who had not received a cash dividend since 2001.

The engagement with activist pressure was a defining feature of the relationship management leading up to the transaction close. The company's response to Marlton Partners' initial nomination notice on December 17, 2024, involved CEO Kevin Rendino stating the press release contained inaccuracies and distortions. The final transaction terms, which closed on September 12, 2025, provided 180 Degree Capital shareholders with ownership based on full NAV at closing, relative to Mount Logan's valuation of approximately $67.4 million.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Channels

The Channels block for 180 Degree Capital Corp. (TURN) in late 2025 was dominated by the transition from a publicly traded investment company to a component of the combined entity, Mount Logan Capital Inc. (MLCI).

NASDAQ Stock Exchange for public share trading (pre-suspension)

The primary public channel for 180 Degree Capital Corp. was the NASDAQ Stock Exchange, where it traded under the ticker symbol TURN. This channel ceased operations for the legacy entity upon the closing of the merger. The Common Stock of 180 Degree Capital Corp. (TURN) was suspended from trading effective September 15, 2025. The last trading date for TURN was September 12, 2025. The company had 10.00M Shares Outstanding prior to this event.

Investor Relations website for SEC filings and press releases

The Investor Relations website served as the direct digital conduit for official corporate disclosures. You could access documents at https://ir.180degreecapital.com/. This channel provided regulatory transparency, including the filing of the Annual Report on Form N-CSR for the year ended December 31, 2024, on February 13, 2025. Key performance updates were also channeled here, such as the preliminary Net Asset Value per share (NAV) as of June 30, 2025, which was reported at $4.80.

Key financial and performance data points disseminated through this channel included:

• Preliminary NAV per share as of March 31, 2025: $4.42.
• Preliminary NAV per share as of June 30, 2025: $4.80.
• Mount Logan valuation at signing: approximately $67.4 million.
• 180 Degree Capital's 2024 revenue: $194,813.
• 180 Degree Capital's 2024 Losses: -$3.87 million.

Joint proxy statement/prospectus for the Mount Logan merger

The proposed all-stock Business Combination with Mount Logan Capital Inc. utilized the Joint Proxy Statement/Prospectus as the central document for shareholder approval. The preliminary version was filed on March 24, 2025, and the definitive materials were filed on July 11, 2025. The final exchange ratio was set at 0.56666201 shares of Mount Logan Capital Inc. (MLCI) for each share of TURN held. The transaction value was reported at US$122.7 million.

The structure of the combined entity's ownership, based on the revised terms, was:

Shareholder calls and proxy solicitation for corporate actions

Direct engagement with shareholders was managed via scheduled calls and the services of a proxy solicitor. The Special Meeting for shareholder approval was set for August 22, 2025, with a record date of July 8, 2025. The proxy solicitor used was EQ Fund Solutions, reachable at 1-800-967-5051. A shareholder call was planned for the week of July 14, 2025, to discuss preliminary Q2 2025 results and the merger. The solicitation process saw significant support, with nearly 63% of TURN's outstanding shares voted FOR the merger as of August 14, 2025. The revised terms offered 180 Degree Capital shareholders shares valued at 110% of NAV at closing. Post-closing, US$25 million in aggregate was committed for shareholder liquidity programs.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Customer Segments

You're looking at the core groups 180 Degree Capital Corp. (TURN) served before its combination with Mount Logan Capital Inc. in late 2025. Honestly, for a closed-end fund focused on constructive activism, the customer segments are tightly linked to the fund's structure and investment mandate.

The primary groups you need to map out are those who hold the stock, those who influence the stock, and the companies the fund invests in. The performance metrics from mid-2025 really frame the value proposition for the financial stakeholders.

Here's a quick look at the key customer segments and the hard numbers associated with them as of the latest available data leading up to the merger:

The performance of the public investment portfolio during the first half of 2025 clearly speaks to the value proposition for the public shareholders. The portfolio achieved a gross total return of 16.0% in H1 2025, which substantially outperformed the Russell Microcap Index return of -1.1% for the same period.

You should also note the context of the merger terms, which were a direct result of pressure from activist-minded shareholders. The revised terms delivered 110% of NAV to 180 Degree Capital Corp. shareholders, a clear win for those focused on maximizing return relative to the underlying asset value.

The customer segments can be broken down further by their specific interests:

• Public shareholders seeking value creation in small-cap stocks:
  • Monitor the discount between stock price and NAV, which was around 14-16% at one point in 2025.
  • The stock price increased by 35.5% since December 17, 2024, following activist director nominations.
• Activist investors (e.g., Marlton Partners) focused on maximizing shareholder return:
  • Focus on achieving a premium to NAV in liquidity events, such as the 110% of NAV achieved in the merger terms.
  • They look for management to provide timely liquidity opportunities beyond minimum requirements.
• Pension and profit sharing plans (as a registered investment company):
  • The firm provides portfolio management for pooled investment vehicles.
  • Day-to-day operating expenses declined by over 30% from Q1 2024 to Q1 2025.
• Undervalued small, publicly traded companies targeted for investment:
  • The fund targets companies with substantially lower market capitalization than the peer median.
  • The portfolio is highly concentrated, holding only 10-15 names compared to peers' 50+.

For the investment vehicle itself, the revenue figures for 2025 show significant growth, though this is often less relevant than NAV for a closed-end fund. Revenue in the half year ending June 30, 2025, was $416.75K, representing a 746.24% growth for that period.

Finance: draft a memo comparing Q1 2025 NAV growth of 3.4% year-to-date to the performance of the fund's top three holdings by weight.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Cost Structure

The Cost Structure for 180 Degree Capital Corp. (TURN), particularly in the context of its late 2025 merger completion with Mount Logan Capital Inc., is dominated by transaction-related expenses and the ongoing costs of public company maintenance.

Operating expenses, which were previously a point of concern, have seen a targeted reduction. The structure reflects a goal to operate with approximately $3 million annually, a significant decrease from the prior level of $6.5 million.

The merger itself introduced a substantial, one-time cost component. You should account for the significant legal and professional fees incurred during the process to combine with Mount Logan Capital Inc., which completed on September 12, 2025.

The estimated deal costs associated with this Business Combination were cited as $6-7 million. This figure represented a material impact, noted as 15.8% of 180 Degree Capital Corp.'s Q1 2025 Net Asset Value (NAV).

The ongoing costs associated with the team structure are broken down as follows:

• Management compensation, including salaries, bonus, and benefits, was previously noted as approximately 4.9% of NAV.
• This compensation component was significantly higher than the management fee of 0.675% at the proposed merger partner, Source Capital.

Maintaining the public company listing contributes to the fixed cost base. These general and administrative costs are inherent to operating as a publicly traded entity, separate from investment management fees.

Here's a look at the key cost components and related metrics as of the period leading up to the merger close:

It's important to note that prior to the merger, the company faced criticism for an 'excessive' annual operating expense ratio reported at roughly 10% of NAV. The move to the combined entity, New Mount Logan Capital Inc., was intended to leverage a more asset-light model to improve these expense ratios.

The cost structure is heavily influenced by the transition away from the Business Development Company structure, which typically carries higher operational overhead relative to the asset-light model pursued post-merger.

Finance: draft 13-week cash view by Friday.

180 Degree Capital Corp. (TURN) - Canvas Business Model: Revenue Streams

The revenue generation for 180 Degree Capital Corp. is fundamentally tied to the performance of its investment holdings, both public and private. This means a significant portion of the realized and unrealized gains from the public and private investment portfolio drives the top line. For instance, the gross total return on public investments for the first half of 2025 was a strong 16.0%.

Looking at the top-line reporting, 180 Degree Capital Corp. recorded revenue of $416.75K in the half year ending June 30, 2025. This represented substantial growth, with the half-year revenue showing a 746.24% increase over the prior comparable period. The preliminary Net Asset Value (NAV) per share as of that same date, June 30, 2025, stood at $4.80, reflecting an 8.6% increase from the prior quarter.

You can see the key financial metrics underpinning the revenue generation below:

• Preliminary NAV per share as of June 30, 2025: $4.80.
• NAV per share estimated as of July 25, 2025: approximately $5.10.
• Year-to-date NAV per share growth as of June 30, 2025: +3.4%.
• Estimated year-to-date total gross performance in 2025: approximately +22.8%.

Here's a quick look at the reported revenue figures:

Beyond investment gains, the business model includes minimal fee income derived from advisory services provided to portfolio companies, which is intended to be value-added assistance. Following the strategic business combination, a key component of the future revenue profile involves the proportionate share of fee and spread-related earnings derived from Mount Logan Capital Inc.'s (MLCI) reported $2.44 billion AUM. To be fair, MLCI was reported to manage over $2+ billion in AUM post-merger, with its insurance segment's investable assets reaching approximately $1.1B as of Q3 2025.

Finance: draft post-merger revenue projection based on MLCI's fee structure by next Tuesday.