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

Jelena MartinovicBy , Featured Writer
Burn After Reading The 30-second intel for operators and investors

Chicago Atlantic Real Estate Finance (REFI) will elect BDC status and merge into Chicago Atlantic BDC (LIEN) in an all-stock deal. The combined company is expected to have a pro forma NAV of about $613 million and a roughly $771 million investment portfolio.

  • Operators: A larger lender focused on senior secured cannabis loans could widen the pool of capital available to the industry. The companies say the combined platform will target cannabis and the broader lower middle market.
  • Investors: REFI holders are expected to own about 50.5% of the combined company, which keeps the LIEN ticker. The companies cite better liquidity, institutional visibility and possible earnings accretion. LIEN's board will consider a buyback of up to $25 million after closing.
  • Do now: Review your financing options and lender relationships with Chicago Atlantic's combined platform in mind, and watch for closing terms and the final NAV-for-NAV exchange formula.
Short on time? You’re done. Want the numbers?Keep reading ↓

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.

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Jelena Martinovic
June 22, 2026
Covers cannabis news, markets and regulation for IgniteIt. Previously wrote about financial markets for Benzinga and Insider Monkey.
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