Investor Presentation May 20, 2021 - Mount Logan Capital
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Important Information Disclaimer & Forward-Looking Statements This presentation contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable securities Transaction may not be completed on the terms contemplated or at all, if the Ability Transaction is completed Ability may not generate recurring laws (collectively referred to herein as “forward-looking statements”). Forward-looking statements can generally be identified by the use of asset management fees or strategically benefit the Company as expected, the expected synergies by combining the business of Mount Logan with forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. the business of Ability may not be realized as expected, the risk that the Company may not be successful in integrating the business of Ability Forward-looking statements in this presentation include, but are not limited to, statements relating to the future activities of Mount Logan Capital without significant use of the Company’s resources and management’s attention, the Capitala Transaction may not be completed on the terms Inc. (“MLC”, “Mount Logan” or the “Company”), the receipt of regulatory approval of the acquisition of Ability Insurance Company (“Ability”), the contemplated or at all, if the Capitala Transaction is completed Capitala may not generate recurring asset management fees or strategically benefit completion of satisfactory definitive documentation for the acquisition of Ability (the “Ability Transaction”) and alignment with the terms as the Company as expected, the risk that ML Management’s current plans for Capitala are dependent on ML Management’s current relationship with described in this presentation, the expected timing for the closing of the Ability Transaction, the size, rate, and certainty of the asset management BC Partners and the nature of such relationship may change from time to time, Capitala may not be able to refinance its existing debt on more agreement to be entered into between Ability and Mount Logan Management LLC (“ML Management”), the size and nature of the assets of Ability favourable terms, the expected synergies of the Capitala Transaction to be achieved may not materialize, there is no certainty that Capitala will be at the closing of the Ability Transaction, the assets under management (“AUM”) and fee income expected to be derived following the completion of in a position to pay regular dividends, the CIF Advisory Agreement is subject to approval every two years and such approval may not be obtained, the Ability Transaction that would be attributable to the Company, the benefits of the Ability Transaction to the Company and its shareholders and the CLO industry may not grow and develop as expected by the Company, the Company may not be able to capitalize on any growth within the CLO the policyholders of Ability, the use by the Company of Ability as a platform to grow its business, Mount Logan’s plans to decrease Ability’s long- industry, the Company has a limited operating history with respect to an asset‐light business model and the matters discussed under "Risks Factors" term care exposure and replace and grow assets by focusing the business on attractive annuity products, that the required approval of the in the most recently filed annual information form and management discussion and analysis for the Company. stockholders of Capitala Finance Corp. (“Capitala”) of the transaction whereby, among other things, ML Management will become the new investment adviser of Capitala (the “Capitala Transaction”) will be obtained, the satisfaction or waiver of certain other conditions to the completion This presentation is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this of the Capitala Transaction, the closing of the Capitala Transaction and the timing thereof, the recurring asset management fees to be derived from presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase securities of the Capitala, the use by the Company of Capitala as a platform to grow its asset management business, synergies to be achieved following the Company. This presentation is not intended for U.S. persons. The Company’s shares are not registered under the U.S. Securities Act of 1933 and the completion of the Capitala Transaction, , the expectation of more stable net asset value and better trading multiples for Capitala as a result of ML Company is not registered under the U.S. Investment Company Act of 1940. U.S. persons are not permitted to purchase the Company’s shares Management’s investment strategy, ML Management’s overall business strategy, model and approach to investment activities including as they absent an applicable exemption from registration under each of these Acts. relate to scaling Capitala via strategic transactions, and the positioning of Capitala within the Company’s overall business strategy, the payment of future dividends, the expected increase in fee related earnings following the completion of the Ability Transaction and the Capitala Transaction, To the extent any forward-looking statements in this presentation constitutes “future-oriented financial information” or “financial outlook” within growth in fees will be derived from investment management activities of Sierra Crest Investment Management LLC (“SCIM”) statements relating to the meaning of applicable Canadian securities laws, such information is being provided solely to enable a reader to assess the Company’s financial the potential benefits of registration of ML Management with the United States Securities and Exchange Commission, statements regarding the condition and its operational history and experience in the asset management and insurance industries. Future-oriented financial information and growth of the collateralized loan obligation (“CLO”) industry and the Company’s ability capitalize on the market opportunity presented thereby financial outlook, as with forward-looking statements generally, are, without limitation, based on the assumptions and subject to the risks set out including the launch of new CLOs, statements relating to the Company’s continued transition to an asset‐light business model and statements above. The Company’s results of operations and earnings may differ materially from management’s current expectations. Such information is relating to the business and future activities of the Company. presented for illustrative purposes only and may not be an indication of the Company’s actual results of operations or earnings. Readers are cautioned that forward-looking information containing future-oriented financial information or financial outlook may not be appropriate for any Forward-looking statements are based on the beliefs of the Company’s management, as well as on assumptions and other factors, which other purpose, including investment decisions. No representation or warranty of any kind is or can be made with respect to the accuracy or management believes to be reasonable based on information available at the time such information was given. Such assumptions include, but are completeness of, and no representation or warranty should be inferred from the Company’s projections or the assumptions underlying them. not limited to, the completion of the Ability Transaction substantially on the terms described in this presentation, opportunities for Ability to build on its annuity reinsurance business will be available and the annuity reinsurance industry will continue to grow, market demand for insurance This presentation contains information obtained by the Company from third parties, including but not limited to market and industry data. Market solutions and asset management will continue to increase, the ability of Mount Logan to scale asset and liability origination following completion of and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data at the Ability Transaction, Capitala’s ability to secure a flexible credit facility on more favourable terms than currently exists, Capitala paying a regular any particular point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical and consistent dividend, SCIM remaining the investment adviser of Credit Income Fund following each two year renewal period and the Company survey. Accordingly, the accuracy and completeness of this data are not guaranteed. The Company believes such information to be accurate but has will continue to receive the net economic benefit derived by SCIM under the CIF Advisory Agreement (as hereinafter defined), the Company will not independently verified any of the data from third party sources referred to in this presentation or ascertained the underlying assumptions relied continue to benefit from its minority stake in SCIM, assumptions regarding general economic conditions; industry conditions; currency fluctuations upon by such sources. To the extent such information was obtained from third party sources, there is a risk that the assumptions made and and hedging; competition from other industry participants; stock market volatility; interest rate risk; the creditworthiness of and/or defaults by conclusions drawn by the Company based on such representations are not accurate. References in this presentation to research reports or to articles borrowers; the illiquidity of loans; continued lack of regulation in the business of lending from sources other than commercial banks; continued and publications should not be construed as depicting the complete findings of the entire referenced report or article. operation of key systems; the ability of borrowers to service their debt; continuing constraints on bank lending to mid-market companies; future capital needs and potential dilution to shareholders; retention of key personnel; conflicts of interest and adequate management thereof; solvency of borrower clients; limited loan prepayment; and effective use of leverage; and the strength of proposed and existing relationships with financing and The information presented herein is for illustrative purposes only. The performance metrics included herein are for historical reference only and sourcing partners, including BC Partners. Forward-looking statements are subject to various risks and uncertainties concerning the specific factors there can be no assurance that the Company or ML Management and any investments or actions made by the Company or ML Management will identified below and in MLC’s periodic filings with Canadian securities regulators. MLC undertakes no obligation to update forward-looking perform as anticipated or that the Company or MLC Management will have access to the number and type of investment opportunities shown statements except as required by applicable law. Such forward-looking statements represents management’s best judgment based on information herein. currently available. No forward-looking statements can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including that that there are number of conditions to the completion of the Ability Transaction and accordingly the Ability NEO:MLC | 2
Executive Summary Mount Logan Capital Inc. (“Mount Logan”, “MLC”, or the “Company”) is a publicly-listed (NEO:MLC) Canada-based alternative asset management company focused on investing in and actively managing credit investment opportunities in North America • Founded in 2018, the Company has grown under a highly qualified management team led by Ted Goldthorpe and other industry veterans with experience at leading firms (Apollo, Goldman Sachs, & BC Partners) – Have cultivated a blue-chip shareholder base including Fidelity, EJF Capital, and CION Investment Corp • In 2018, Mount Logan started by owning a portfolio of loans, bonds, and other credit-oriented instruments on its own balance sheet – In 2020, MLC began its previously envisioned transition towards diversifying its business model towards asset management in order to position itself for: (i) longer-term growth, (ii) a less capital intensive business model; and (iii) a revenue model underpinned by lower volatility recurring management fees • Mount Logan closed a number of strategic asset management transactions through 2020 and YTD 2021 which are beginning to flow through MLC’s financial results – Management is focused on proprietary and attractively valued acquisition targets that present opportunities to unlock value and increase fee related earnings (“FRE”)(1) • On May 19, 2021, Mount Logan announced its intended acquisition of Ability Insurance Company (“Ability” or “AIC”), an insurance platform with approximately $900m of investment assets(2) that will leverage Mount Logan’s asset management capabilities Following a number of strategic M&A transactions, Mount Logan is now positioned for significant growth into a diversified asset management platform focused on credit and insurance Note: All figures in this presentation are in USD unless otherwise specified. (1) Refer to “Endnotes & Definitions”. NEO:MLC | 3 (2) As of December 31, 2020.
Platform Overview Through recent strategic M&A activity, MLC has repositioned itself from managing its own on-balance sheet investments to managing third party capital, insurance assets, and other fund products ~$2.3 billion Attributable Expected Assets Under Management (“AUM”)(2)(3) Private Credit & Permanent Capital Insurance Solutions ~$1.4 billion ~$900 million Attributable Assets Under Management(1)(2) Total Investment Assets(2)(3) Pending regulatory approval and definitive documentation, MLC has proposed to purchase the Ability Insurance Company, a Nebraska domiciled insurer and reinsurer Economics of Semi-Permanent Management of CLO Platform of long-term care policies Interval Fund AUM of $649m(1) AUM of $288m(1) • Ability has approximately $900m(3) of investment assets across investment grade debt, real estate debt, private credit, and other alternative investments • Mount Logan Management LLC (“ML Management”) is proposed to Management Contract of MLC owns a Minority Stake in be engaged as the investment advisor for a meaningful portion of Opportunistic BDC (NASDAQ:CPTA) Investment Advisor of Performing Ability’s current portfolio in order to leverage best-in-class sourcing AUM of $320m(2) BDC (NASDAQ:PTMN) and portfolio management for policy holders while and creating an AUM of $553m(1) additional recurring management fee stream for MLC (1) Total assets as of March 31, 2021. (2) Refer to “Endnotes & Definitions”. NEO:MLC | 4 (3) AUM of Ability reflects approximate balance of investments as of December 31, 2020 based on statutory accounting standards.
Investment Merits Emerging asset manager focused on targeting mid-teens ROEs across the aggregate platform while compounding AUM and earnings • Mount Logan has successfully diversified across multiple credit-oriented investment vehicles, all of which are Diversified Asset underpinned by stable, recurring management fee revenue and permanent or long duration capital Management • All asset management activities are supported by highly diversified funds and focused on core specialty of credit Platform • Registration of advisory subsidiary, ML Management, paves the way for future asset management fee streams • MLC’s acquisition of Ability will combine two companies providing products and services that are in high demand – insurance solutions and asset management – addresses symbiotic relationship where: (i) insurers need attractive assets / Attractive Hybrid returns to support future liabilities; and (ii) asset managers need permanent capital to support origination and investing Business Model • Cost effective way to increase permanent AUM, asset management fees, and alignment with insurance clients and policy holders • Pro-forma for Ability and Capitala, Mount Logan is expected to grow to over $2bn of attributable AUM with a path to Positioned for generating meaningful FRE in 2022E(1) • AIC expected to serve as growth engine to create long term equity value as a reinsurer of annuities (~18% return) Growth • MLC has a track record of pursuing accretive asset management transactions at attractive valuations and unlocking value via further portfolio repositioning, active management, and operational expertise • Transition in business model expected to result in a rerating of valuation from P/B to being valued on a multiple of FRE Compelling similar to other leading asset management franchises • Aimed at conservative capital allocation to blend growth in book value and supporting a targeted 2-3% dividend yield Valuation • Accretive M&A dynamic whereby smaller asset management contracts can be acquired for mid-high single digits of FRE • Senior team members with strong track record managing assets throughout multiple credit cycles at best-in-class Experienced & institutions including Goldman Sachs, Apollo, and BC Partners (owner of GFL and Garda in Canada) Aligned • Mount Logan leverages best practices and operational excellence of BC Partners ($40bn+ alternative asset manager) Management Team via strategic servicing agreement • Highly aligned with shareholders as management and directors own equity in MLC (1) Refer to “Endnotes & Definitions”. NEO:MLC | 5
Transition in Business Model MLC has successfully transitioned from a balance sheet oriented investment vehicle to a hybrid asset management business with an imminent expansion into insurance MLC 1.0 MLC 2.0 MLC 3.0 2018 – 2019 2020 2021+ • Owned and managed a proprietary • Ongoing transition to asset • Hybrid asset manager and insurance portfolio of credit investments on management activities and less reliant solutions model MLC’s balance sheet on balance sheet earnings • Asset management business priced • Valued on Price / Book or Net Asset • Valued on Price / Book or Net Asset based on FRE multiple or P/E multiple Value basis Value basis • Insurance business valued on P/B basis Interest Income Interest Income Interest Income Dividend Income Dividend Income Dividend Income Management Fees Management Fees Insurance Earnings NEO:MLC | 6
Capitalization and Ownership Current Capitalization Table Ownership Summary(4) ($ in millions, except per share) USD CAD MLC Directors & Share Price (19-May-21) $2.55 $3.08 Officers, 4.5% Other, 55.0% Total Shares Outstanding(1) 17.2 17.2 BC Partners, Market Capitalization $43.7 $52.9 5.4% (-) Cash & Cash Equivalents(2) $6.8 $8.2 CION Investment Corp., 5.7% (+) Debt Outstanding(2) $5.1 $6.1 ~17.2m shares Enterprise Value $42.1 $50.9 outstanding(1) Fidelity Canada, Current Annualized Dividend per Common Share $0.07 $0.08 5.8% Dividend Yield 2.6% 2.6% Total Shareholders' Equity(1) $43.7 $52.8 Anson Funds, NAV per Share (1)(2)(3) $2.54 $3.07 9.7% Total Assets (USD) EJF Capital, 12/31/2020 3/31/2021 13.9% $91.0 $56.1 • As part of MLC’s transition to asset management, investment • Highly aligned with shareholders as management, directors, assets have continued to be divested from the balance sheet and BC Partners own ~10% of the shares outstanding • Targeting a dividend yield of 2-3% • Blue-chip institutional shareholder base (1) Dilutive securities calculated using the treasury stock method. Reflects total common shares outstanding following ~$500k private placement completed on May 7, 2021. (2) As of March 31, 2021. (3) See “Definitions” at the end of the presentation. NEO:MLC | 7 (4) Ownership information as available based on public filings as of May 14, 2021 and on Bloomberg. Note: FX rate of 1.21 used to convert from USD to CAD.
Highly Experienced Management Team Officers have significant experience in credit and asset management… Ted Goldthorpe, CEO & Chairman of the Board • Currently the Partner in charge of the Global Credit Business at BC Partners (launched the credit platform in Feb 2017) • Previously President of Apollo Investment Corporation and the Chief Investment Officer of Apollo Investment Management, where he was the Head of its U.S. Opportunistic Platform and also oversaw the Private Origination business • Prior to Apollo, he worked at Goldman Sachs for 13 years, most recently running the Bank Loan Distressed Investing Desk − Previously the head of Principal Capital Investing for the Special Situations Group Matthias Ederer, Co-President • Currently a Managing Director at BC Partners, having joined as part of the creation of BC Partners Credit • Previously a Partner and Founding Member of Wingspan Investment Management • Spent seven years in Goldman Sachs' Special Situations Group and Bank Loan Distressed Investing Group in New York and London Henry Wang, Co-President • Currently a Managing Director at BC Partners, having joined as part of the creation of BC Partners Credit • Previously a Partner at Stonerise Capital Partners where he spent over five years • Prior to Stonerise, worked at Goldman Sachs in its Special Situations Group and Investment Banking Division • Also worked for Vulcan Capital (Paul Allen’s investment firm, Co-Founder of Microsoft) and Thomas Weisel Partners Jason Roos, CFO & Corporate Secretary • Currently the Chief Financial Officer, Secretary and Treasurer of Mount Logan, as well as Credit Product CFO for BC Partners’ broader platform • Previously with Wells Fargo & Company for nine years, serving as Controller for Wells Fargo’s investment bank and institutional broker dealer; also worked for PricewaterhouseCoopers LLP NEO:MLC | 8
Management Team History …having successfully invested through multiple cycles together at Goldman Sachs in the Special Situations Group (“SSG”) and the Distressed Investing Group U.S. High Yield Default Rate U.S. Leveraged Loan Default Rate 14% 12% 10% 8% 6% 4% 2% 0% 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Liquid Credit (1999-2004) Illiquid Credit (2005-2008) Liquid Credit (2009-2012) Illiquid Credit (2012-2016) 2018+ Financials investing at tail end of Asian Built out variety of illiquid Post Global Financial Crisis Mr. Goldthorpe ran illiquid Creation of Mount Crisis and start of tech bust. Focus on credit and structured equity focus on liquid capital credit businesses for Apollo Logan Capital Inc. liquid credit across variety of industries businesses in SSG: Canada structures (mega LBOs, and subsequently assumed after burst of tech bubble and subsequent SSG, distress for control, large bankruptcies and responsibility for all of wave of defaults across several sectors. mid cap PE. liquidations, stressed and Apollo’s U.S. Opportunistic distressed capital Credit which grew structures). substantially. Ted Goldman Sachs Apollo Goldthorpe Mount Logan Thomas Weisel/Goldman Sachs/Vulcan Henry Wang Capital GS Goldman Sachs Stonerise Capital Inc. / BC Partners Matthias GS GS Goldman Sachs Wingspan Ederer Source: S&P/Capital IQ & Moody’s. NEO:MLC | 9
Private Credit & Permanent Capital NEO:MLC | 10
Overview – Private Credit & Permanent Capital Mount Logan has successfully diversified across multiple credit-oriented investment vehicles, all of which are underpinned by recurring management fee revenue and permanent or long duration capital 1 3 Alternative Credit Income Fund Capitala Finance Corp. • Semi-permanent closed end credit interval fund with AUM • Management of an opportunistic BDC with approximately of $288m(1) $320m of AUM(1) • In October 2020, Mount Logan completed a transaction that • In April 2021, MLC announced they had entered into a entitled it to the net economic benefits derived under the Alt- definitive agreement to acquire certain assets and become CIF advisory agreement the investment advisor for Capitala Finance Corp. (NASDAQ:CPTA) • Alt-CIF has a 1.85% annual base management fee on NAV and a strong track record of attractive risk-adjusted returns since • 1.75% annual base management fee on assets inception in 2015 • Transaction expected to close in Summer 2021 2 4 Minority Stake in Sierra Crest CLO Platform • Minority investment underpinned by the growth of a • Ramped middle-market CLO platform with $649m of leading performing BDC consolidating the U.S. market AUM(1) • In December 2020, MLC acquired a minority stake in Sierra • In November 2020, MLC acquired the management contract Crest Investment Management LLC (“Sierra Crest”), a U.S. for two ramped middle market collateralized loan obligations registered investment advisor for Portman Ridge Finance (“CLOs”) Corp. (“Portman Ridge”; “PTMN”), a NASDAQ-listed business • CLOs are long-dated, highly diversified, portfolios of senior development company underpinned by permanent capital secured first lien debt with steady management fee streams • Portman Ridge has over $550m of AUM(1) with a successful • Since closing, management has enhanced the portfolio and is track record of growing organically and via strategic pursuing a reset transaction to extend to life of one CLO acquisitions (1) Total assets as of March 31, 2021. NEO:MLC | 11
Alternative Credit Income Fund (Alt-CIF) Alt-CIF is a $288m(1) semi-permanent continuously offered closed-end fund that invests in a portfolio of public and private credit investments Portfolio Composition at FMV(1) • Alt-CIF was started in mid-2015 to provide retail investors with a differentiated way to invest through a closed-end interval fund structure Private Credit • In October 2020, MLC announced the completion of the CIF transaction whereby MLC Funds, 26% captures the net economic benefit associated with the CIF advisory contract (1.85% annual management fee on NAV) Structured Corporate Credit, 3% Credit, 58% Equity, 13% – Structured as: (i) an 8.0% secured promissory note of up to $15m (with ~$12m funded at close); and (ii) a services agreement • MLC has benefitted from Alt-CIF’s continued compelling positive returns since closing; Alt-CIF has achieved a 7.98% return YTD(2) (1) Corporate Credit Breakdown at FMV • Following the initial integration and portfolio repositioning, MLC is now in the Other, 6% Consumer process of leveraging Alt-CIF’s track record, revising the go-to-market strategy, and Healthcare, 8% Discretionary, 20% proactively engaging existing and new potential partners to expand AUM Materials, 9% – Alt-CIF has demonstrated a successful track record of growing NAV over time via organic fundraising – Attractive opportunity to expand in the fast-growing retail investor channel Consumer Financials, 13% Staples, 16% For MLC, Alt-CIF offers a differentiated retail fund product, with a highly diversified investor base, sticky AUM via redemption structure, and an Industrials, 14% Information Technology, attractive fee structure 14% (1) As of March 31, 2021. (2) Reflects return on Alt-CIF’s class I shares from January 1, 2021 to May 11, 2021. The Fund has five separate classes of shares (Class A, C, I, W, and L) depending on the sales channel the fund is NEO:MLC | 12 marketed through and the upfront load being charged to investors.
Minority Stake in Sierra Crest Sierra Crest is a U.S.-based registered investment advisor whose principal advisory contract is with Portman Ridge, a performing credit BDC that has experienced tremendous growth since 2019 • In December 2020, MLC acquired a 21.4% equity stake in Sierra Crest, a registered investment advisor who principally manages Portman Ridge Finance Corporation (NASDAQ:PTMN), a U.S. business development company (“BDC”) that has grown from $293m(1) to over $550 million in assets(2) • As the investment advisor to Portman Ridge, Sierra Crest is entitled to a 1.50% management fee on assets(3) and an incentive fee of 17.50% over a 7.00% hurdle – As a minority holder of Sierra Crest, Mount Logan receives distributions from Sierra Crest for the management contract of Portman Ridge • Portman Ridge has scaled significantly since 2019 when it completed the externalization of the management of KCAP Financial, Inc. (predecessor entity of PTMN) – Has since led a consolidation of BDCs in the U.S. market via its established value-added playbook: 1 Focused Investment Strategy with High Quality Underwriting & Deal Flow 2 Targeted Portfolio Repositioning to Enhance Yield and Downside Protection 3 Reduction of Operational Cost Structure via Economies of Scale 4 Optimization of the Capital Structure to Permit Greater Flexibility and Lower Financing Costs (1) Total assets as of March 31, 2019, the quarter ended prior to the externalization transaction with Sierra Crest. (2) Total assets as of March 31, 2021. NEO:MLC | 13 (3) Gross assets excluding cash and other customary adjustments.
Minority Stake in Sierra Crest MLC expected to benefit from the growing fee stream being derived from Portman Ridge continuing to grow organically and via acquisition • Across each of the four transactions in the life of Portman Ridge, Sierra Crest has moved quickly to rotate the legacy portfolios and maximize value for Portman Ridge shareholders • The strategic repositioning of Portman Ridge has led to a material improvement in the return on equity, which the market has remunerated by re-rating the stock • Portman Ridge has developed a reputation as an acquiror of choice with a track record of completing complex transactions and providing certainty of execution Total Assets: $553m (March 31, 2021) Fee Structure: 1.50% on assets(1) / 17.50% Incentive over 7.00% hurdle Q1’21 Gross Management Fees: $1.8m Q1’21 Gross Incentive Fees: $2.1m December 2018 July 2019 June 2020 December 2020 ▪ In December 2018, it was ▪ July 2019, Portman Ridge ▪ On June 26, 2020, Portman Ridge ▪ On December 23, 2020, Portman announced that the management announced a merger of OHA announced a merger of Garrison Ridge announced a merger of of KCAP Financial Investment Corporation (“OHAI”) Capital Inc. (“GARS”) into Harvest Capital Corporation (NASDAQ:KCAP) would be into Portman Ridge through cash Portman Ridge through cash and (“HCAP”) into Portman Ridge externalized and stock, issuing an additional stock, issuing an additional 41% of through cash and stock. It is ▪ In April 2019, KCAP was 19.9% of PTMN shares at NAV – PTMN shares at NAV – the expected that PTMN will issue an rebranded as Portman Ridge and the acquisition closed in December acquisition closed in October 2020 additional 19.9% of PTMN shares became externally managed by 2019 at NAV – the acquisition is Sierra Crest expected to close in June 2021 (1) Gross assets excluding cash and other customary adjustments. NEO:MLC | 14
Sierra Crest’s Capabilities: Unlocking Value at Portman Ridge Portman Ridge exemplifies Sierra Crest’s ability to successfully use their sourcing, underwriting, and portfolio management expertise to reposition portfolios to re-rate the stock and deliver a compelling shareholder return Successful Portfolio Repositioning Stock Re-Rating → Compelling Shareholder Total Return (1) PTMN Portfolio at Externalization BDC Sector: Price-to-Book vs ROE(3) 50% Joint Ventures, 16% Current PTMN 1st Lien, 31% 40% CLO Equity, 19% ROE (Earnings / Net Asset Value) 30% Equity, 1% 2nd Lien, 33% Unsecured, 0% 20% (2) Current PTMN Portfolio 10% CLO Equity, 3% Joint Equity, 3% Ventures, 0% 12% Unsecured, 0% 2nd Lien, 14% -10% 1st Lien, 68% PTMN at Externalization(4) -20% 0.40x 0.60x 0.80x 1.00x 1.20x 1.40x Price-to-Book (1) FMV at March 31, 2019; percentages exclude Short-Term investments. (2) FMV at March 31, 2021; percentages exclude Short-Term investments. (3) BDC Peers consist of 31 externally managed BDCs over $100mm in market capitalization. ROE calculated as LTM Net Income divided by latest available Net Asset Value; Price-to-Book calculated as market value of equity (as of 5/18/21) divided by NEO:MLC | 15 latest available NAV. Data per Capital IQ. (4) Price-to-Book for Portman Ridge at externalization calculated as the average discount to NAV for the 3-month period prior to the announcement of the externalization transaction on December 17, 2018.
Capitala Finance Corp. Recurring management fees to be derived from advisory contract for highly diversified lower middle market focused BDC with >$300m of assets(1) Portfolio by Capital Structure Exposure(1) • Capitala Finance Corp. (NASDAQ:CPTA or “Capitala”) is a middle-market oriented BDC externally managed by Capitala Investment Advisors, LLC with approximately $320m of 2nd Lien, 15% assets(1) • After running a fulsome advisor search process, the Board of Capitala unanimously selected Mount Logan Management LLC as its new investment advisor due to: Equity, 31% 1st Lien, 54% 1. Enhanced sourcing capabilities 2. Focused liability management 3. Integration with our operational and support teams 4. Expertise in portfolio repositioning • As a new investment advisor, Mount Logan Management is expected to be entitled Portfolio Industry Exposure(1) to a 1.75% base annual management fee on Capitala’s AUM as well as an incentive Finance, 4% Other, 6% fee tied to performance Consumer Business Products, 4% Services, 33% – Capitala paid $1.4m in base management fees to the current investment advisor General for the quarter ended March 31, 2021 Industrial, 7% • The transaction with Capitala is expected to close in Summer 2021 and is subject to Telecom, 7% approval of the new advisory agreement by the stockholders of Capitala and other customary closing conditions Entertainment, Significant potential to enhance Capitala’s portfolio, optimize the capital 8% structure, gain scale, reduce the discount to NAV, and create value for shareholders IT, 13% Healthcare, 18% (1) As of March 31, 2021. NEO:MLC | 16
CLO Platform MLC manages $649m(1) of assets across two CLOs providing a long duration, recurring stream of management fees underpinned by a highly diversified pool of senior secured loans Illustrative Collateralized Loan Obligation (“CLO”) Structure & Timeline Assets Liabilities Principal + Interest AAA-rated Notes Last Loss CLO Investors Diversified AA-Rated Notes 5th Loss (insurance Portfolio of companies, mutual A-Rated Notes 4th Loss Senior Secured funds, pension Loans BBB-Rated Notes 3rd Loss funds, hedge BB-Rated Notes 2nd Loss funds, etc.) CLO Equity 1st Loss Ramp Period Reinvestment Period Amortization Period Unwind 0-6 Months 6-48 Months 48-72 Months 72+ Months (1) As of March 31, 2021. NEO:MLC | 17
CLO Platform Through its initial acquisition, MLC has positioned itself favorably in the fast-growing and increasingly important CLO market • In November 2020, MLC completed a transaction with Garrison Investment Management LLC whereby ML Management became the advisor for two ramped middle market CLOs for a purchase price of $3.0 million • ML Management is entitled to receive an annual management fee of 0.50%‐0.60% of aggregate gross assets, paid quarterly, and subject to reductions based on caps, transaction fees, and fee‐sharing arrangements – In connection with the CLO transaction, in November 2020, ML Management applied for and received approval from the U.S. Securities and Exchange Commission to act as a registered investment advisor in the U.S. – The advisor status paves the way for ML Management to manage assets for U.S. clients across other funds and transactions (Capitala, Ability, etc.) • Mount Logan is now unlocking incremental value in the acquired CLOs via the below steps: 1 2 3 Reposition the Portfolio Reset Existing CLOs Have successfully leveraged With one of MLC’s CLOs out of its management’s diversified sourcing reinvestment period, management is Become a Serial CLO Issuer channels and robust underwriting currently engaged in “resetting” the Leverage track record from existing process, as well as strong reinvestment period such that ML CLOs to ramp and launch new CLOs relationships to leveraged finance Management can optimize the to create new streams of desks, to quickly rotate the asset base portfolio and extend the maturity and management fee income into higher quality loans without runway of management fee sacrificing par or yield generation NEO:MLC | 18
Unlocking Value from Acquisitions MLC acts as a value-added acquiror of choice and provides material scope for unlocking incremental value for shareholders Status Quo Value Creation • Platform to pursue a roll-up strategy of permanent capital vehicles • Capitala’s existing portfolio provides upside via Opportunistic BDC: $320m AUM(1) repositioning, active monitoring, and proprietary sourcing capabilities • Sierra Crest to continue its growth strategy of acquiring asset management contracts of performing BDCs • Continued NAV growth to offer opportunities for organic capital growth through future equity raises Performing BDC: $553m AUM(1) • Have successfully completed two mergers since 2019 (with an additional merger pending completion in June 2021) • Existing investment vehicles provide opportunities to extend cash flows through future CLO resets • Active CLO portfolio management sets track record paving CLO Platform: $649m AUM(1) the way for potential serial future CLO issuance (1) Total assets as of March 31, 2021. NEO:MLC | 19
Insurance Solutions NEO:MLC | 20
Ability Insurance – Overview Ability Insurance Company is a Nebraska-domiciled long-term care insurance company that will leverage Mount Logan’s asset management capabilities and serve as MLC’s foundation to expand into insurance • In May 2021, MLC announced its intention to acquire 100% of the equity of Ability Insurance Company (“AIC” or “Ability”), a Nebraska-domiciled long-term care (“LTC”) insurance company, from Advantage Capital Holdings LLC (“A-CAP” or the “Seller”) • MLC is proposed to purchase AIC at a discount to statutory book value for a total non-cash consideration of $20.0m – Consists of: (i) a $15.0m unsecured promissory note; and (ii) $5.0m in common shares of MLC • AIC has two blocks of LTC policies originated before 2005 that are now in run-off (no longer originating new policies) – Ability is unique in that its LTC portfolio’s risk has been largely re-insured to third parties, and Ability is no longer active in insuring or re-insuring new LTC risk – In conjunction with the transaction, AIC will be contributing $10.0m of cash or assets to reinsure $150.0m of annuities, beginning a transition of AIC from a LTC insurer to a reinsurer of low-risk, fixed cost annuities – Will increase investable AUM by $150.0m over the first six months following the completion of the transaction – As AIC’s long-term care exposure matures, AIC will continue to build its annuity reinsurance business – MLC is expected to be able to purchase annuities from the seller, A-CAP, to diversify/de-risk the insurance business and grow assets organically over time • The acquisition of Ability by Mount Logan will combine two companies providing products and services that Mount Logan believes are, and will continue to be, in high demand – insurance solutions and asset management – AIC has approximately $900m of investment assets(1) of which ML Management will become the investment advisor for the private credit and CLO assets – The stronger capital base and alignment will allow Mount Logan to scale asset and liability origination for the benefit of Ability’s policy holders as well as Mount Logan and its shareholders Pending approval by the Nebraska Department of Insurance and a public comment period, the acquisition of Ability is expected to close in Q3 2021(2) (1) AUM of Ability reflects approximate balance of investments as of December 31, 2020 based on statutory accounting standards. (2) Subject to entering into definitive agreements. NEO:MLC | 21
Ability Insurance – Investment Thesis Ability serves as a highly attractive acquisition that will result in permanent capital, incremental asset management fees, and a growth platform for future insurance business Highly Recurring Fee Base to MLC ML Management is expected to manage a significant portion of AIC’s private credit and CLO assets, generating Compelling Valuation & Upside meaningful recurring management fees Opportunity Creation of Long-Term Equity MLC is acquiring Ability at a significant Value in Insurance discount of Ability’s book value which AIC will act as a growth engine to build presents significant upside for MLC to long-term equity value within MLC as a leverage it as a foundational platform. sustainable reinsurer of multi-year Opportunity to add value via guaranteed annuity risk repositioning of existing portfolio Ability Insurance Company (“AIC”) Improved Capital Base for Policy Derisked Legacy Business Holders AIC’s existing claims risk has either been Transaction strengthens Ability’s reinsured to third parties or will be balance sheet and significantly improves partially backstopped by the Seller. AIC’s risk-based capital (“RBC”) position Provides MLC with an insurance from ~300%(1) to over 400% platform to grow fee income (1) As of December 31, 2020. NEO:MLC | 22
Introduction to Insurance With a derisked legacy business, MLC will transform AIC from its legacy LTC business to focus on reinsuring annuities – a faster growing, lower-risk pocket of the insurance market Long-Term Care Insurance Life Insurance Annuities • Long-term care insurance policies reimburse policy holders • Annuities are a contract with an insurer where individuals a daily amount (up to a pre-selected limit) for services to agree to pay a certain amount of money, either in a lump sum assist them with daily living in assisted living facilities as or through installments, which entitles them to receive a they age series of payments at a future date (often lasting for a • Individuals who require long-term care are usually not sick in a specified number of years offering a fixed or variable rate traditional sense; instead, they are unable or require based on a market index) assistance to perform certain activities • Multi-Year Guaranteed Annuities (“MYGA”) offer a pre- – Long-term care insurance can cover home care, determined and contractually guaranteed interest rate over a assisted living, and adult daycare fixed period of time, providing contract holders with a low-risk way to save for retirement • Insurers have historically struggled in the space as populations of individuals have been living longer than – Contracts have a fixed term of 3-20 years and are tax originally forecasted while the price of assisted living grew deferred if funded through traditional U.S. retirement faster than expected accounts (401K, TSA, or IRA) • As part of the transaction structure, Ability’s LTC portfolio’s • In conjunction with the transaction, AIC will reinsure risk has been largely re-insured to third parties, and Ability $150.0m of annuities, the beginning of a transition of AIC is no longer active in insuring or re-insuring new LTC risk from a long-term care insurer to a reinsurer of low-risk, fixed cost annuities AIC will build long term equity value as a Derisked legacy business that provides reinsurer of multi-year guaranteed annuity integral foundation and investment portfolio risk NEO:MLC | 23
Ability Insurance – Strategic Fit Leading global asset management franchises are acquiring insurance businesses to leverage their permanent capital base in exchange for complementary investment sourcing and management capabilities 11. Cost effective way to increase permanent AUM, asset management fees, and alignment with their insurance clients and policy holders 22. Long-term care and life insurance businesses are currently trading at discounted metrics 33. Addresses symbiotic relationship where: (i) insurers need attractive assets / returns to support future liabilities; and (ii) asset managers need permanent capital to support origination and investing C A P I TA L ASSETS C A P I TA L ASSETS • In March 2021, Apollo Global Management, (NYSE:APO) (“Apollo”) entered • In July 2020, KKR & Co. Inc. (NYSE: KKR) and Global Atlantic Financial Group into an agreement to merge with Athene Holding Ltd. (NYSE:ATH), Limited (“Global Atlantic”) announced the signing of a strategic transaction (“Athene”), a provider of annuities and retirement services, for an aggregate where KKR would acquire Global Atlantic, a leading retirement and life purchase price of $10.4bn insurance company • Merger allows the combined firm to more fully leverage Apollo’s and Athene’s • Acquired for 1.0x Global Atlantic’s book value as of the date of closing capability to generate more sustainable excess yield at all points across the – As of March 31, 2020, Global Atlantic’s book value was risk and return spectrum approximately $4.4bn • Enables certainty of pre-existing asset management relationship between • Significant tailwinds in volumes and opportunities for incremental AUM via Apollo and Athene and creates new retirement services vertical for Apollo KKR using GA’s robust retail channel NEO:MLC | 24
Ability Insurance – Key Growth Initiatives Mount Logan has a developed an in-depth business plan alongside the Seller on how to create significant value – for both Mount Logan shareholders and AIC’s policy holders MLC expects to increase gross portfolio yield by >100 bps over 18 months by leveraging MLC’s private credit sourcing capabilities Improve Portfolio • MLC will reallocate the portfolio to higher yielding asset classes, in particular, attractive private credit opportunities to Increase Yield • MLC will leverage A-CAP’s expertise to continue to manage real estate investments • New annuity assets of $150.0m will provide greater leverage to the platform and allow MLC to transform the overall portfolio largely by deploying new capital rather than liquidating existing positions MLC performed a deep-dive due diligence on the existing asset portfolio and actuarial risk, identified at-risk assets, and created a backstop structure Downside • Portfolio is well diversified by position and asset class across rated, senior positions • Vast majority of assets are rated investment grade by major ratings agencies Protection • Identified “watch list” assets only account for a limited percentage of total book value • AIC’s morbidity risk, or risk that claims exceed expectations, is reinsured to third parties – mitigating the largest risk factor in underwriting MLC is acquiring Ability at a significant discount to statutory book value reflective of limited universe of buyers of LTC risk, for which MLC was uniquely positioned to mitigate structurally Pivot to Annuities • Due to more attractive risk of annuities, MLC is expected to benefit from an expansion of valuation to near book value • Management eventually expects a valuation of roughly 1.0x book value as the portfolio is transitioning from a long- will Unlock term care (with limited morbidity risk) to an annuity portfolio and the combination of leveraging ML Management’s Valuation investment expertise and the new asset growth will scale the vehicle and enhance the overall gross and net yield profile • On a P/B multiple basis, public market comparables typically trade at a significant premium compared to MLC’s proposed valuation of Ability NEO:MLC | 25
Industry Valuation Larger asset management platforms generally trade on a 20-30x multiple of Fee Related Earnings (“FRE”)(1) • FRE is a metric used to evaluate asset managers’ sustainable earnings generation potential – FRE = Recurring fee related revenue less fee related expenses (allocated compensation, G&A, etc.) • MLC generally targets strategic acquisitions for ~4-10x FRE and unlocks additional value via portfolio repositioning, growth initiatives, and economies of scale 34.9x Price / 2022E Fee Related Earnings(2) U.S. Alternative Asset Managers 24.6x 22.3x Average 19.5x 19.9x 19.9x 23.5x 4-10x MLC Acquisition Carlyle Apollo Brookfield KKR Ares Blackstone Targets Opportunity for MLC to make strategic acquisitions at 4-10x FRE, then leverage scale and operational best practices to realize appreciation in aggregate value towards asset management peers (1) Refer to “Endnotes & Definitions”. (2) 2022E P/FRE multiples represent the average of available figures from analyst targets from Goldman Sachs, Morgan Stanley, and Barclays. NEO:MLC | 26
Pro-Forma MLC Financial Profile Pro-forma for Capitala and Ability, MLC achieves an inflection in earnings generation potential Private Credit & Permanent Capital Insurance Solutions 2022E Recurring Fee Revenue(1) Ability(2) Baseline $3.5m – $4.0m+ of recurring fee revenue(1) on AIC’s private credit & CLO assets Base – Upside Additional cash deployed into annuities to generate incremental earnings Alt-CIF $5.0m – $6.0m Unit Economics for Growth(1) Marginal Cash Infusion $10.0 Sierra Crest $2.1m – $2.4m Annuity Purchase Potential / Leverage 14.0x Amount of Annuities Purchased $140.0 Total New Assets Under Management (AUM) $150.0 CLOs $0.9m – $1.1m % of Assets Management by ML Management 40.0% New Assets under ML Management $60.0 Assumed Fee Rate (1.00% Mangement + 0.15% Incentive Fee) 1.15% Capitala(2) $4.0m – $5.0m Total Implied Annual Fees to ML Management $0.7 Assumed Gross Yield on New AUM 5.5% Recurring Fee Revenue(1) of Gross Investment Income (-) Expenses & Management Fees 8.3 (7.1) $12.0m – $14.5m Net Investment Income to Ability $1.1 (ex-Ability) Total Illustrative Annual Earnings Potential $1.8 Implied ROE on Marginal Cash Investment 18.2% Excluding the underlying insurance operating income of Ability, we expect asset management fees will significantly grow on a run-rate basis into 2022E (1) Refer to “Endnotes & Definitions”. (2) The Capitala and Ability are transactions that have not been completed and there is no assurance that they will be completed at the terms described or at all. NEO:MLC | 27
Appendices NEO:MLC | 28
MLC Board of Directors Experienced Board of Directors with Relevant Backgrounds Ted Goldthorpe Mr. Ted Goldthorpe is the CEO and Chairman of the Board of Mount Logan Capital. He is also currently the Partner in charge of the Global Credit Business at BC Partners, having launched the BC Partners Credit platform in February 2017. Mr. Goldthorpe was previously President at Apollo Investment Corporation and the Chief Investment Officer of Apollo Investment Management where he was the Head of its US Opportunistic Platform and also oversaw the Private Origination business. He was also a member of the Senior Management Committee. Prior to Apollo, he worked at Goldman Sachs for 13 years where he most recently ran the Bank Loan Distressed Investing Desk. He was previously the Head of Principal Capital Investing for the Special Situations Group. Mr. Goldthorpe currently serves on the Global Advisory Board for the Queen’s School of Business and serves on the Board of Directors for Crescent Point Energy, Her Justice, the Canadian Olympic Foundation and Capitalize for Kids. Mr. Goldthorpe holds a Bachelor of Commerce from Queen’s University. Graeme Dell Mr. Graeme Dell is the Chief Operating Officer and a Partner at BC Partners, having joined the firm in 2014. Previously, Graeme spent six years at Ashmore Group plc, a UK-listed asset management firm where he was Group Finance Director. Prior to this, he was Group Finance Director for six years at Evolution Group plc, another UK-listed financial services organization. He initially qualified as a Chartered Accountant at Coopers & Lybrand before performing roles in operations and finance at Goldman Sachs and Deutsche Bank. Mr. Dell holds a degree in engineering, economics and management from Oxford University and is an FCA. Perry Dellelce Mr. Perry Dellelce is the Founder and Managing Partner of Wildeboer Dellelce LLP, one of Canada’s leading corporate finance transactional law firms. Mr. Dellelce currently serves as a director on a number of private and public companies including Lendified Holdings Inc. and Mind Medicine (MindMed) Inc. and is currently the Chair of the Board of Neo Exchange Inc., the Chair of the Board of the Canadian Olympic Foundation and former Chair and current member of the Board of the Sunnybrook Foundation. He was called to the Ontario Bar in 1992. Mr. Dellelce holds a BA from the University of Western Ontario, a MBA from the University of Notre Dame and a LLB from the University of Ottawa. Sabrina Liak Ms. Sabrina Liak is the Co-founder and Chief Financial Officer of KITS.com (TSX:KITS), an online eyecare company and a Partner at ALOI Investment Management, a global investment and advisory firm focused on private equity opportunities. Ms. Liak is currently the CFO of Kits Eyecare Ltd, a portfolio company. Ms. Liak formerly served as a Managing Director and Portfolio Manager at Goldman Sachs in New York where she managed a private equity portfolio of growth companies for Goldman Sachs Investment Partners, an investment fund. Ms. Liak has served on the board of directors of several companies, including Petroedge Energy, an exploration company, Lightfoot Capital, a Master Limited Partnership, and FloDesign Wind, a renewable energy company. Ms. Liak joined Goldman Sachs in 2001 in the Fixed Income, Currency, and Commodities Division. Prior to joining Goldman Sachs, Ms. Liak started her career in investment banking at Donaldson, Lufkin & Jenrette. Ms. Liak holds an HBA from the Richard Ivey School of Business at the University of Western Ontario and is a CFA charterholder. Radford Small Mr. Radford Small has been a Principal at Lightspeed Capital (investment firm) since 2018. Previously, Mr. Small served as a Vice President at Tesla where he led the Global Capital Markets team raising over $6 billion USD in financing. He previously served as SolarCity’s CFO prior to Tesla’s acquisition of SolarCity. From 1998-2015, Mr. Small served in numerous roles at Goldman Sachs, beginning his career as an Associate in the Natural Resources Investment Banking Group in New York and ending his tenure as a Managing Director in Investment Banking in San Francisco focusing on the Clean Tech and Renewables Group. From 1995-1998, Mr. Small served as Associate Tax Attorney at Coudert Brothers in New York. Mr. Small holds a LLM in Tax from the New York University School of Law, a JD from Loyola Law School, and a Bachelor of Arts in Economics from the University of California, Berkeley. NEO:MLC | 29
Strong Track Record of Building Credit Investing Businesses Mount Logan Capital’s CEO, Ted Goldthorpe, has a prolific history of building leading credit investing and asset management businesses Prior BDC Experience: CION, Apollo Investment Prior BDC Experience: AINV, Apollo Investment Corporate Management as a Sub-Advisor to CION (NASDAQ:AINV) CION has deployed >$2.6 billion in investments with minimal losses AINV vs. Comparable Indices Annual total net return(1) (Net IRR) from February 2012 to August 2016 $3,000 $100 based on share price Mr. Goldthorpe’s Leadership of Apollo I.M. 10.0% $80 9.0% Cumulative Purchase of Investments ($m USD) $2,500 8.6% $60 8.3% 8.0% $40 Net Gains / Losses ($m USD) $2,000 6.7% $20 $1,500 $0 6.0% ($20) 4.8% $1,000 ($40) 4.0% ($60) $500 Credit Market ($80) 2.0% Correction $0 ($100) Q1'16 Q1'13 Q3'13 Q3'15 Q1'14 Q3'14 Q1'15 Q3'16 Q4'14 Q1'17 Q3'17 Q4'12 Q4'13 Q4'15 Q2'13 Q2'14 Q2'15 Q4'16 Q2'17 Q2'16 0.0% Cumulative Net Realized Gains / (Losses) AINV Cliffwater BDC BDCs over $1 JPM HY Index JPM Leveraged Cumulative Net Unrealized Gains / (Losses) Index billion Loan Index Cumulative Purchase of Investments (1) The annual total return displayed is the IRR reflecting a purchase of the BDC at the share price in February 2012, all distributions to unitholders, and selling the BDC at the share price in August 2016. NEO:MLC | 30
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