Source Capital Proposes Merger With 180 Degree Capital Corp.
LOS ANGELES–Source Capital (NYSE: SOR), a closed-end fund, is exploring a potential merger with 180 Degree Capital Corp. (NASDAQ: TURN). First Pacific Advisors, LP (FPA) serves as the adviser to Source and is a registered investment adviser managing approximately $27 billion, which includes $350 million related to Source. FPA is recognized for its historical investment excellence, ranking as the #2 mutual fund family in the United States by Morningstar based on its average ratings.
Source Capital proposes to merge into 180 Degree Capital in an all-stock transaction that values TURN at 101% of its net asset value per share.
The benefits of Source’s offer include:
- Potential increased shareholder value.
- Improved market presence and resources.
- Access to a broader investment portfolio.
These terms are based on a review of publicly available information and are subject to completion of due diligence, approval by Source’s Board of Trustees, and execution of definitive documentation. Source reserves the right to withdraw or modify the proposal at any time and will promptly complete its due diligence when provided additional information under a mutually acceptable non-disclosure agreement.
An experienced team, including legal counsel from Akin Gump Strauss Hauer & Feld LLP, has been engaged to facilitate this proposed transaction.
Source Capital is eager about the potential merger and seeks to work collaboratively with TURN’s Board of Directors to establish a transaction that creates value for all stakeholders. They are hopeful that the Board will engage in discussions to maximize opportunities for stockholders and other stakeholders.
Forward-Looking Statements
Some statements in this announcement are forward-looking and based on current expectations and projections. Actual future results may differ significantly due to changing industry developments or circumstances. The data and information are gathered from public sources considered reliable.
Important Information
If the proposed merger reaches a negotiated agreement, Source plans to file a joint proxy statement/prospectus with the SEC for TURN’s shareholders, detailing important information about both companies and the merger. This letter does not constitute an offer to sell or solicitation of securities. Shareholders are encouraged to read the joint proxy statement and other documents once available, as they will contain essential details regarding the merger.
Investors and security holders should be aware of the potential participant situation where Source, its trustees, and FPA’s executives may be involved in proxy solicitation regarding the merger. Details regarding Source and FPA officials will be clarified in the joint proxy statement.
Morningstar Ratings
The Morningstar Rating™, commonly known as the star rating, evaluates managed products based on a risk-adjusted return measure, favoring consistent performance while accounting for variations. Ratings are provided in categories where the top tier receives the maximum stars based on measured performance over defined periods. Source Capital was rated against several funds in the Morningstar Moderate Allocation Category across multiple timeframes.
