Calls on 180 Capital Corp's Board of Directors
to Engage with Source and Pursue Best Path to Maximize Shareholder
Value
CHICAGO, Jan. 27,
2025 /PRNewswire/ -- Marlton Partners L.P. (together
with its affiliates and group members, "Marlton" or "we"),
beneficial owners of approximately 4.6% of the outstanding stock of
180 Degree Capital Corp. (NASDAQ: TURN) (the "Company"), today
issued the following statement calling on the TURN Board of
Directors (the "Board") to engage with Source Capital
(NYSE: SOR) ("Source") and consider its proposed merger with
TURN as announced on January 24,
2025.
We are pleased that additional market
participants are beginning to appreciate our long-held view that
the value of TURN's assets significantly exceed the Company's
current stock price and market capitalization.
The market's enthusiastic response to Source
Capital's merger offer, which values TURN at 101% of its net asset
value per share, underscores what we believe is shareholders'
strong desire to see the trading discount fully eliminated. We
expect the Board to engage with Source—and any other potential
suitors—just as our director nominees would already be doing if
they were on the Board.
TURN's chronic underperformance and large
discount to net asset value are what originally compelled our
engagement with the Company over the past year and drove us to
ultimately nominate three highly-qualified candidates for election
to TURN's Board. Those three director nominees are: James Elbaor, Gabi
Gliksberg and Aaron
Morris.
With two offers publicly on the table, the TURN
Board must honor its fiduciary duties and pursue the path that
maximizes value to all Company shareholders.
We welcome further engagement with any TURN
shareholders who would like to discuss our investment in TURN.
As previously announced on December 17,
2024, Marlton has nominated three highly qualified and
independent candidates – James
Elbaor, Gabi Gliksberg and
Aaron Morris – for election to the
TURN Board of Directors at the Company's 2025 Annual General
Meeting of Shareholders. Marlton also issued a letter to all TURN
shareholders highlighting TURN's underperformance and steep
discount to NAV, the full text of which can be found here.
About Marlton Partners L.P.
Marlton Partners L.P. is a
Chicago-based, privately held
investment firm led by James C.
Elbaor. The firm has a proven track record of success in
investing in closed-end funds and acquires significant ownership
positions in other assets where it believes long-term value can be
enhanced through active ownership. Mr. Elbaor holds a B.A. from
New York University and an M.B.A. from
Columbia University. For more
information about Marlton Partners L.P., please visit
https://MarltonLLC.com.
DISCLAIMER
This material does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein in any state to any person. In addition, the discussions and
opinions in this press release and the material contained herein
are for general information only, and are not intended to provide
investment advice. All statements contained in this press release
that are not clearly historical in nature or that necessarily
depend on future events are "forward-looking statements," which are
not guarantees of future performance or results, and the words
"may," "might," "could," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or
"continue," the negative of these terms and other comparable
terminology are generally intended to identify forward-looking
statements. Any such forward-looking statements contained herein
are based on current assumptions, estimates and expectations, but
are subject to a number of known and unknown risks and significant
business, economic and competitive uncertainties that may cause
actual results to differ materially from expectations. Any
forward-looking statements should be considered in light of those
risk factors. The Participants (as defined below) caution readers
not to rely on any such forward-looking statements, which speak
only as of the date they are made. Certain information included in
this press release is based on data obtained from sources
considered to be reliable. No representation is made with respect
to the accuracy or completeness of such data, and any analyses
provided to assist the recipient of this press release in
evaluating the matters described herein may be based on subjective
assessments and assumptions and may use one among alternative
methodologies that produce different results. Accordingly, any
analyses should also not be viewed as factual and should not be
relied upon as an accurate prediction of future results. Any
figures are unaudited estimates and subject to revision without
notice. The Participants disclaim any intent or obligation to
publicly update or revise any such forward-looking statements to
reflect any change in expectations or future events, conditions or
circumstances on which any such forward-looking statements may be
based, or that may affect the likelihood that actual results may
differ from those set forth in such forward-looking statements.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Marlton Partners L.P., a Delaware limited partnership ("Marlton
Partners"), together with the other Participants named herein,
intends to file a preliminary proxy statement and an accompanying
proxy card with the Securities and Exchange Commission ("SEC") to
be used to solicit votes for the election of its slate of
highly-qualified director nominees at the 2025 annual meeting of
shareholders of 180 Degree Capital Corporation, a New York corporation (the "Company").
THE PARTICIPANTS STRONGLY ADVISES ALL SHAREHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS,
INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL
PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN
AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are expected to be
Marlton Partners, Marlton Partners GP, LLC, Marlton, LLC,
James C. Elbaor, Aaron T. Morris, Gabriel
D. Gliksberg, ATG Fund II, LLC, ATG Capital Management, LLC
(collectively, the "Participants").
As of the date hereof, Marlton Partners is the beneficial owner
of 119,396 shares of common stock, par value $0.03, of the Company (the "Common Shares").
Marlton Partners GP, LLC, a Delaware limited liability company ("Marlton
GP") is the general partner of Marlton Partners and, by virtue of
that relationship, may be deemed to beneficially own the 119,396
Common Shares beneficially owned by Marlton Partners. Marlton, LLC,
a Delaware limited liability
company ("Marlton") is the investment manager of Marlton Partners
and, by virtue of that relationship, may be deemed to beneficially
own the 119,396 Common Shares beneficially owned by Marlton
Partners. Mr. Elbaor is the President of Marlton and, by virtue of
that relationship, may be deemed to beneficially own the 119,396
Common Shares beneficially owned directly by Marlton. ATG Fund II
LLC, a Delaware limited liability
company ("ATG Fund II") is the beneficial owner of 300,004 Common
Shares. ATG Capital Management, LLC, a Delaware limited liability company ("ATG
Management"), is the managing member of ATG Fund II and, by virtue
of that relationship, may be deemed to beneficially own the 300,004
Common Shares beneficially owned by ATG Fund II. Mr. Gliksberg is
the managing member of ATG Management and, by virtue of that
relationship, may be deemed to beneficially own the 300,004 Common
Shares beneficially owned by ATG Management. Mr. Gliksberg also
owns 28,042 Common Shares in his individual capacity. As of the
date hereof, Mr. Morris is the beneficial owner of 10,670 Common
Shares. As of the date hereof, the Participants may be deemed to
collectively beneficially own 458,112 Common Shares.
Media Contact:
Taylor
Ingraham (203 992 1230)
ASC Advisors
tingraham@ascadvisors.com
Investors Contact:
James C.
Elbaor (214-405-4141)
James@marltonllc.com
InvestorCom LLC
John Glenn Grau, 203-972-9300
info@investor-com.com
proxy@investor-com.com
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SOURCE Marlton Partners L.P.
