Chicago Atlantic BDC Reports Key Agreements and Acquisitions

TL;DR

Chicago Atlantic BDC filed an 8-K detailing new agreements, terminations, and asset deals as of Oct 1st.

AI Summary

Chicago Atlantic BDC, Inc. filed an 8-K on October 7, 2024, reporting on events that occurred on October 1, 2024. The filing indicates a material definitive agreement was entered into, a material definitive agreement was terminated, and a completion of an acquisition or disposition of assets. It also notes changes in control of the registrant and potential compensatory arrangements for officers.

Why It Matters

This filing signals significant corporate actions, including potential changes in control and asset transactions, which could impact the company's structure and future performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, terminations, and potential changes in control, which inherently carry a medium level of risk due to their potential impact on the company's operations and shareholder value.

Key Players & Entities

• Chicago Atlantic BDC, Inc. (company) — Registrant
• October 1, 2024 (date) — Earliest event reported
• October 7, 2024 (date) — Filing date
• Silver Spike Investment Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share LIEN The Nasdaq
• $219,621,125 — by the Company to have a fair value of $219,621,125 as of September 28, 2024. Following the
• $8 billion — lays, he advised on and structured over $8 billion of equity, derivative and debt transact
• $500 million — tfolio management team managing an over $500 million multi-strategy portfolio. Mr. Colonna h
• $13 — September 28, 2024 was estimated to be $13.23, including based on estimated net in

Filing Documents

• dp219097_8k.htm (8-K) — 149KB
• dp219097_ex1001.htm (EX-10.1) — 65KB
• dp219097_ex1002.htm (EX-10.2) — 29KB
• dp219097_ex1003.htm (EX-10.3) — 9KB
• dp219097_ex9901.htm (EX-99.1) — 17KB
• 0000950103-24-014651.txt ( ) — 490KB
• lien-20241001.xsd (EX-101.SCH) — 3KB
• lien-20241001_lab.xml (EX-101.LAB) — 34KB
• lien-20241001_pre.xml (EX-101.PRE) — 22KB
• dp219097_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 1, 2024, Chicago Atlantic BDC Advisers, LLC (formerly, Silver Spike Capital, LLC) (the "Adviser"), the investment adviser of Chicago Atlantic BDC, Inc. (formerly, Silver Spike Investment Corp.) (the "Company"), and Chicago Atlantic BDC Holdings, LLC (together with its affiliates, "Chicago Atlantic"), the investment adviser of Chicago Atlantic Loan Portfolio, LLC ("CALP"), consummated a transaction pursuant to which a joint venture between Chicago Atlantic and the Adviser has been created to combine and jointly operate the Adviser'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 (the "Prior Investment Advisory Agreement"), a new investment advisory agreement between the Company and the Adviser (the "New Investment Advisory Agreement"), which was approved by the board of directors of the Company (the "Board"), upon the recommendation of its special committee, and the Company's 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. On October 1, 2024, in connection with the New Investment Advisory Agreement, the Company entered into a new license agreement (the "New License Agreement") with the Adviser pursuant to which the Adviser has agreed to grant the Company a nonexclusive, royalty-free license to use the name "Chicago Atlantic." Under the New License Agreement, the Company will have a right to use the "Chicago Atlantic" name, for so long as the Adviser or one of its affiliates remains the Company's investment adviser. Other than with respect to this limited license, the Company will have no legal right to the "Chicago Atlantic" name. The

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement On October 1, 2024, upon the closing of the Joint Venture, the Prior Investment Advisory Agreement was terminated. Information regarding the material relationships between the Company and the Adviser is set forth in "Certain Relationships and Related Party Transactions of Silver Spike Investment Corp." in the Proxy Statement/Prospectus, and is incorporated into this Current Report on Form 8-K by reference.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets On October 1, 2024, the Company completed its previously announced acquisition from 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"), pursuant to the Purchase Agreement, dated as of February 18, 2024, between the Company and CALP (the "Loan Portfolio Acquisition Agreement"). In accordance with the terms of the Loan Portfolio Acquisition Agreement, at the effective time of the Loan Portfolio Acquisition, the Company issued 16,605,372 shares of its common stock to CALP in exchange for the CALP Loan Portfolio, which was determined by the Company to have a fair value of $219,621,125 as of September 28, 2024. Following the Loan Portfolio Acquisition, CALP owns approximately 72.8% of the outstanding shares of the Company's common stock. The foregoing description of the Loan Portfolio Acquisition Agreement is a summary only and is qualified in its entirety by reference to the full text of the Loan Portfolio Acquisition Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 23, 2024, and is incorporated herein by reference.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers On October 1, 2024, in connection with the Loan Portfolio Acquisition and the Joint Venture, the officers of the Company changed as follows: (i) Andreas Bodmeier has replaced Scott Gordon as Chief Executive Officer of the Company; (ii) Mr. Gordon has become Executive Chairman of the Board and Co-Chief Investment Officer of the Company; (iii) Umesh Mahajan has become Co-Chief Investment Officer of the Company in addition to remaining Chief Financial Officer and Secretary of the Company; and (iv) Dino Colonna has become President of the Company. Each officer of the Company shall hold office until his successor is duly elected and qualified, or until his earlier resignation or removal. Andreas Bodmeier , age 36, co-founded CAG in April 2019 and has served as Chicago Atlantic Real Estate Finance, Inc.'s Co-President and Chief Investment Officer since its inception in 2021. From October 2019 until December 2020, Dr. Bodmeier was a Senior Advisor to the Deputy Secretary in the Immediate Office of the Secretary at the United States Department of Health and Human Services focused on policy evaluation and the Department's response to COVID-19. From June 2015 until March 2019, Dr. Bodmeier was President of Quantitative Treasury Analytics, LLC, a boutique consulting firm focused on risk management for corporate clients as well as advising on capital structure decisions and investor relations. From May 2017 until March 2019, Dr. Bodmeier was Co-founder, Chief Investment Officer, and Chief Compliance Officer of Kinetik Finance, Inc., an SEC-registered online investment adviser for 401(k) or 403(b) retirement accounts, where he built the firm's investment methodology and compliance program. Dr. Bodmeier has also served as a consultant for hedge funds, proprietary trading firms, commercial and consumer lenders, and pharmace

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure In connection with the closing of the Loan Portfolio Acquisition, the net asset value per share of the Company's common stock as of September 28, 2024 was estimated to be $13.23, including based on estimated net investment income of $(0.1) million for the period July 1, 2024 through September 28, 2024. Upon the closing of the Loan Portfolio Acquisition, there were 22,820,360 shares of the Company's common stock outstanding. The following table sets forth certain unaudited information, as of September 28, 2024, for each portfolio company in which the Company had a debt or equity investment upon the closing of the Loan Portfolio Acquisition. (UNAUDITED) Issuer Address Industry Instrument Reference Rate Floor Spread Total Coupon Maturity Principal Cost Transaction Fair Value (n) Ascend Wellness Holdings, Inc. 44 Whippany Road, Suite 101, Morristown, NJ 07960 Cannabis Senior Secured Note Fixed n/a n/a 12.75% Cash 7/16/2029 3,500,000 3,321,374(l) 3,413,069 Aeriz Holdings Corp. 351 W. Hubbard Street, Chicago, IL 60654 Cannabis First Lien Senior Secured Delayed Draw Term Loan 8.00%(a) 7.00% 6.00% Cash 2.00% PIK 16.00%(c) 6/30/2025 10,471,115 10,400,871(m) 10,400,871 Archos Capital Group, LLC 1504 N. Highland Avenue, Arlington Heights, IL 60004 Cannabis First Lien Senior Secured Delayed Draw Term Loan 8.00%(a) 8.50% 5.75% Cash 14.25% Cash 12/31/2024 1,800,824 1,812,492 (m) 1,812,492 Aura Home, Inc. 30 Cooper Square, Floor 8, New York, NY 10003-7120 Consumer Products First Lien Senior Secured Term Loan 4.84%(b) 4.00% 7.50% Cash 12.34% Cash 9/22/2025 3,325,000 3,275,125 (m) 3,275,125 Curaleaf Holdings, Inc. 420 Lexington Avenue, Suite 2035 New York, NY 10170 Cannabis Senior Secured Note Fixed n/a n/a 8.00% Cash 12/15/2026 4,500,000 4,101,295 (l) 4,402,262 Deep Roots Harvest, Inc. 195 Willis Carrier Canyon, Mesquite, Nevada 89027 Cannabis

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial statements of businesses or funds acquired The information required by Item 9.01(a) of Form 8-K, including the financial statements of CALP, was included in the Proxy Statement/Prospectus, and is incorporated into this Current Report on Form 8-K by reference. (d) Exhibits Exhibit Number Description 2.1 Purchase Agreement by and between the Company and CALP, dated as of February 18, 2024 (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K (File No. 814-01383) filed on February 23, 2024) 10.1 Investment Advisory Agreement, dated October 1, 2024, between the Company and the Adviser 10.2 License Agreement, dated October 1, 2024, between the Company and the Adviser 10.3 Expense Limitation Agreement, dated October 1, 2024, between the Company and the Adviser 99.1 Press Release of the Company, dated October 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XRBL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Chicago Atlantic BDC, Inc. October 7, 2024 By: /s/ Umesh Mahajan Name: Umesh Mahajan Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR