This New Merger Deal Will Expand Access To Capital For Cannabis Businesses

Chicago Atlantic Real Estate Finance (NASDAQ: REFI) and Chicago Atlantic BDC (NASDAQ: LIEN) have signed a definitive merger agreement.

What Happened

Under an all-stock transaction, REFI agreed to elect to become a business development company (BDC) and merge into LIEN, which will be the surviving public company. LIEN will continue to trade on the NASDAQ under the ticker LIEN.

According to last week’s press release, REFI shareholders will obtain LIEN shares based on a NAV-for-NAV (net asset value) exchange formula determined shortly before closing.

Former REFI shareholders are expected to own roughly 50.5% of the combined company, based on March 31, 2026, NAVs.

Why It Matters

The deal will strengthen the company’s presence and lending capabilities within the cannabis space.

The combined company is expected to have a pro forma net asset value (NAV) of approximately $613 million and a pro forma investment portfolio of roughly $771 million.

The larger platform will boost stock liquidity and allow greater visibility among institutional investors. In addition, potential cost savings and operational efficiencies could support earnings accretion, the companies said in a press release.

“The merger of REFI and LIEN brings together two platforms with a shared foundation of disciplined, senior secured lending to the cannabis industry and underserved segments of the lower middle markets,” Peter Sack, co-chief executive officer of REFI and CEO of LIEN, said. “Together, we believe the combined platform will be better positioned to pursue attractive risk-adjusted returns across cannabis and the broader lower middle market.” 

What’s Next

LIEN’s board will consider a stock repurchase program of up to $25 million after the closing of the transaction, subject to market conditions and other factors the LIEN Board determines to be relevant at that time.

REFI & LIEN Price Action

Chicago Atlantic Real Estate Finance’s shares traded 2.23% lower at $11.2 per share at the time of writing on Monday.

Chicago Atlantic BDC’s shares traded 0.93% lower at $10.15 per share at the time of writing on Monday.