Mount Logan Capital Inc. 8-K

What Happened Mount Logan Capital Inc. (MLCI) disclosed that its wholly owned indirect subsidiary, Mount Logan Management, LLC (MLM), on March 18, 2026 entered into a Transition Services Agreement (TSA) with Willow Asset Management LLC. The TSA was executed in connection with the Opportunistic Credit Interval Fund (“SOFIX”), advised by MLM, acquiring all assets and liabilities of Yieldstreet Alternative Income Fund Inc. (“AIF”), for which Willow was the adviser. Under the TSA, Willow will provide MLM and SOFIX access to AIF’s books, records and data covering the six years prior to closing, and grant an exclusive, worldwide, sublicensable license to use those materials. Transition services will be provided for a two‑year Service Period commencing on the closing of the AIF transaction.

Key Details

• Total consideration up to $5,000,000, paid as: $2,000,000 cash at closing; $1,000,000 in restricted common stock issued in a private placement to Willow (measured as of closing); and up to $2,000,000 via rebates on sub‑advisory fees under a related sub‑advisory agreement.
• TSA services cover AIF Materials for the six years prior to closing; service term is two years after closing. License to use AIF Materials is exclusive, worldwide and sublicensable.
• TSA termination triggers include mutual consent, uncured material breach (30‑day cure), termination of the underlying Acquisition Agreement, failure to close by December 31, 2026, or a governmental prohibition.
• Mutual indemnities: Willow indemnifies MLM/MLCI/SOFIX for losses tied to services, breaches, or prior advisory liabilities; MLM/SOFIX indemnify Willow for their breaches. If indemnity is owed by Willow, MLCI can satisfy losses by forfeiting Willow’s Restricted Shares valued at the 10‑day VWAP prior to forfeiture.

Why It Matters This TSA facilitates the operational transition and integration of AIF assets into SOFIX by giving SOFIX access to historical records and an exclusive license to use them, which reduces integration risk and supports ongoing administration. For investors, the arrangement has concrete financial effects: up to $2.0M cash outflow at closing, potential issuance of ~$1.0M in MLCI stock (dilution), and up to $2.0M in fee rebates that could reduce sub‑advisory revenue. The indemnity and forfeiture provisions allocate certain legal and operational risks between the parties and provide mechanisms (including share forfeiture) to recover losses.