Kahn Swick & Foti, LLC (KSF) and Halper Sadeh LLC are investigating the proposed merger of Chicago Atlantic Real Estate Finance, Inc. and Chicago Atlantic BDC, Inc. to determine if the transaction is fair to shareholders. The investigations focus on whether the boards of directors failed to secure the best possible price, conducted a fair sales process, or adequately disclosed all material information. The law firms are examining if the process leading to the merger was adequate and if insiders may receive financial benefits not available to ordinary shareholders.

The proposed all-stock deal, structured as an adjusted NAV-for-NAV exchange, would merge Chicago Atlantic Real Estate Finance into Chicago Atlantic BDC. Upon completion, former Chicago Atlantic Real Estate Finance stockholders are expected to own approximately 50.5% of the combined company. The surviving entity is projected to have a pro-forma net asset value (NAV) of $613 million and a portfolio of $771 million. The transaction is anticipated to close in the fourth quarter of 2026, with the combined company trading on the Nasdaq Global Select Market under the ticker symbol "LIEN."

Strategic and Financial Projections

The merger aims to create a business development company with increased scale and diversification. The pro-forma portfolio is anticipated to consist of $771 million in investments, including cash-flow loans, real estate-backed loans, and diversified direct lending. The boards of both companies believe the combined entity will benefit from improved access to larger, lower-cost leverage and potential earnings accretion through the elimination of overlapping expenses.

Governance and Leadership

Chicago Atlantic BDC Advisers, LLC will continue as the investment adviser to the combined company. Peter Sack, currently Co-Chief Executive Officer of Chicago Atlantic Real Estate Finance and Chief Executive Officer of LIEN, will lead the new entity as Chief Executive Officer. The LIEN Board of Directors is set to include three independent directors from Chicago Atlantic Real Estate Finance, two independent directors from LIEN, and two directors affiliated with the LIEN Adviser, subject to Investment Company Act requirements.

Shareholder Options and Legal Action

KSF encourages shareholders to contact the firm to discuss their rights. Shareholders may reach Lewis S. Kahn, Managing Partner, toll free at 855-768-1857 or via email at lewis.kahn@ksfcounsel.com . Halper Sadeh LLC encourages shareholders to contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or via email at sadeh@halpersadeh.com or zhalper@halpersadeh.com . Both firms handle matters on a contingent fee basis, meaning shareholders would not be responsible for out-of-pocket legal fees or expenses.

Chicago Atlantic Real Estate Finance, Inc. has declared a regular quarterly cash dividend of $0.47 per share for the second quarter of 2026. The dividend equates to an annualized rate of $1.88 per common share, providing income to shareholders. The payment is scheduled for July 15, 2026, to shareholders of record as of the close of business on June 30, 2026.

Dividend Details

The board of directors approved the dividend, maintaining the company's commitment to returning capital to shareholders. The payment structure aligns with the company's fiscal calendar and distribution policies.

Company Overview

Chicago Atlantic Real Estate Finance, Inc. is a commercial mortgage real estate investment trust (REIT). The company originates senior secured loans primarily to state-licensed cannabis operators in limited-license states in the United States. It operates as part of the Chicago Atlantic platform, with offices in Chicago, Miami, New York, and London.