MANAGEMENT'S DISCUSSION AND ANALYSIS for the three and six months ended June 30, 2022 and 2021

Management's Discussion and Analysis

The Management's Discussion and Analysis ("MD&A") for Mount Logan Capital Inc. (the "Company," "we," "us," or "our") is provided to enable readers to assess our financial condition and results of operations as at and for the three and six months ended June 30, 2022, compared with the corresponding period in the prior fiscal year. This MD&A should be read in conjunction with the interim consolidated financial statements of the Company for the three and six months ended June 30, 2022 and the accompanying notes thereto as well as the audited annual consolidated financial statements of the Company for the year ended December 31, 2021 and the accompanying notes thereto and the annual MD&A for the year ended December 31, 2021. This MD&A is dated August 10, 2022.

Unless otherwise indicated, all amounts are stated in thousands of United States dollars ("USD"), except for shares and per share data, and have been derived from consolidated financial statements of the Company prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

Additional information about the Company, including our audited annual consolidated financial statements and our annual information form dated March 22, 2022 in respect of the year ended December 31, 2021 (the "Annual Information Form") are available on SEDAR at www.sedar.com.

Caution Regarding Forward-Looking Statements

Certain information contained in this MD&A constitutes forward-looking information, which is information regarding possible events, conditions or results of operations of the Company that is based upon assumptions about future economic conditions and courses of action and which is inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information may include, but is not limited to, statements with respect to our objectives and priorities for fiscal 2022 and beyond, our strategies or future actions, expectations for our financial condition, capital position or share price, the regulatory environment in which we operate, the results of, or outlook for, our operations or for the Canadian and U.S. economies, and the COVID-19 pandemic, and include statements made by our management. Forward-looking statements are typically identified by words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "might", "project", "predict", "potential", "target", "intend", "would", "could", "should", "believe" and similar words or phrases (including negative variations) or grammatical variations thereof. Forward-looking information contained in this MD&A includes, without limitation, statements and information about the receipt by the Company of proceeds from the sale by Cline (as defined below) to Allegiance (as defined below) of all the shares of NECC (as defined below), the timing thereof and the distribution of any proceeds to the holders of CVRs (as defined below); SCIM (as defined below) remaining the investment adviser of ACIF (as defined below) following each one year renewal period following its initial two-year term and that the Company will continue to receive the net economic benefit derived by SCIM under the ACIF Advisory Agreement (as defined below); ML Management (as defined below) remaining the collateral manager of the CLOs (as defined below) and the investment manager of Logan Ridge (as defined below); the Company's plans to extend the maturity of its CLOs in light of expiring reinvestment periods or launch new collateralized loan obligations to create new incomes streams; the Company's plans to reposition Logan Ridge's portfolio and the Company's expectations for higher portfolio income as a result thereof; the Company's plans to scale the business of Logan Ridge through strategic acquisitions; the expected benefits to the Company of the acquisition of Ability Insurance Company ("Ability") including, without limitation, a significant increase in the Company's assets under management, the generation of recurring management fees and increased income through insurance earnings as the Company transitions to a hybrid asset management business and insurance solutions model; the phaseout of LIBOR (as defined below) and the timing thereof; our expansion from a lending-oriented credit platform to an alternative asset management company and insurance solutions provider and the related asset management fee income; our expectations regarding anticipated investment activities and results, financing activities, the sufficiency of taxable income to support deferred tax assets and other factors that may impact our operating results, and the performance of global capital markets and interest rates.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. Readers are cautioned not to place undue reliance on the forward-looking information contained in this MD&A, as a number of factors - many of which are beyond our control and the effects of which are difficult to predict - could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking information contained in this MD&A include, but are not limited to: risks relating to investment performance and our ability to generate taxable income from operations, market fluctuations, the strength of the Canadian, U.S. and other economies, foreign exchange fluctuations, political and economic conditions in the countries in which the interests of the Company's portfolio investments are located, the continued impact of the novel coronavirus including the progression of the virus, the emergence of variants and the timing of the manufacture and distribution of vaccines and the level of public acceptance thereof, that the ACIF Advisory Agreement is subject to approval every year following its initial two-year term by ACIF's board of trustees, including a majority of its independent trustees, and such approvals may not be obtained, the risk that collateral management agreements in respect of the CLOs may be terminated at the direction of holders of a specified supermajority in principal amount of the notes issued by the CLO, the risk that the assets held by the CLOs are prepaid or go into default resulting in a reduction in collateral management fees, the investment advisory agreement in respect of Logan Ridge is subject to approval every year following its initial two-year term by Logan Ridge's board of directors, including a majority of its independent directors, and such approvals may not be obtained, the Company may not be able to identify and complete strategic acquisitions through Logan Ridge in order to scale the business, the management of assets of Ability may not generate recurring

Mount Logan Capital Inc. June 30, 2022 MD&A 1

MANAGEMENT'S DISCUSSION AND ANALYSIS for the three and six months ended June 30, 2022 and 2021

management fees for ML Management as currently contemplated and the Company may not achieve sufficient income through insurance earnings to provide meaningful diversification having regard to the Company's business model, and other risks included elsewhere in this MD&A under the heading "Risks Factors" and in the Annual Information Form and other public disclosure documents filed with certain Canadian securities regulatory authorities and available under the Company's profile at www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove to be incorrect, actual results may vary materially from those described in this MD&A as anticipated, believed, estimated or expected.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Although the Company has attempted to identify important factors that could cause actual events and results to differ materially from those described in the forward-looking information, there may be other factors that cause events or results to differ from those intended, anticipated or estimated. The forward-looking information contained in this MD&A is provided as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as otherwise required by law. All of the forward- looking information contained in this MD&A is expressly qualified by this cautionary statement.

Nature of Business

Overview

The Company is an alternative asset management and insurance solutions company that is focused on public and private debt securities in the North American market and the reinsurance of annuity products, primarily through its wholly-owned subsidiaries.

As an asset management firm, the Company, through its wholly-owned subsidiary, Mount Logan Management LLC ("ML Management"), earns management fees, incentive fees, and servicing fees for providing investment management, monitoring and other services to investment vehicles and advisers. We also earn investment income by investing in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle, and minority equity stakes in funds and companies. ML Management is registered as an investment adviser with the United States Securities and Exchange Commission under the Investment Advisors Act of 1940, as amended, and is registered to act in an investment advisory role for clients in the United States.

Our insurance business is operated by Ability Insurance Company ("Ability"), which we acquired on October 29, 2021. Ability is a Nebraska domiciled insurer and reinsurer of long-term care policies. As part of the transaction, we invested $10.0 million of capital into Ability to strengthen its balance sheet and launch a platform for the reinsurance of annuities, which is expected to reinsure $150.0 million of fixed annuities within the twelve month period following the close of the acquisition. As a result of this acquisition, Ability's assets and operations have been consolidated with our operating results from and after October 29, 2021. Accordingly, comparability of our results for periods prior and subsequent to the Ability transaction may be limited.

The common shares of the Company trade on the Neo Exchange Inc. (the "NEO Exchange") under the symbol "MLC".

Our Business

Our reporting segments include asset management and insurance. The asset management segment reflects our historical operations and the insurance segment represents Ability's operations.

We have successfully diversified across multiple credit-oriented vehicles, as discussed below, all of which are underpinned by recurring fee related earnings and permanent or long duration capital.

Asset Management - Advisory

During 2020 and into 2021, the Company continued expansion of its focus from a lending-oriented credit platform to an alternative asset management platform in the United States. Through its subsidiaries, the Company, acquired certain investment management contracts and/or the economic benefit thereof thereby providing a growing stream of asset management fee income.

On October 30, 2020, Sierra Crest Investment Management LLC ("SCIM"), an affiliate of BC Partners Advisors L.P. ("BC Partners"), purchased certain assets from Resource America, Inc. and became the investment adviser of the Alternative Credit Income Fund ("ACIF") pursuant to the ACIF advisory agreement (the "ACIF Advisory Agreement"). In connection with the acquisition, the Company agreed to advance to SCIM the amount of up to $15.0 million to be used by SCIM to fund the $13.0 million purchase price (the "SCIM Facility"). On closing of the acquisition, the Company advanced $12.0 million to SCIM pursuant to the SCIM Facility with a balance of up to an additional $3.0 million available for subsequent advances, and the Company entered into a services agreement (the "SCIM Services Agreement") with SCIM pursuant to which the Company provides certain administrative services to SCIM in respect of the management of ACIF. On December 17, 2020, the SCIM Services Agreement was amended to be between the Company's wholly-owned subsidiary, MLC US Holdings LLC ("US Holdings"), and SCIM. Under the SCIM Services Agreement, in exchange for the administrative services provided, SCIM pays to US Holdings, on a quarterly basis, an amount equal to the aggregate base management and incentive fees received by SCIM from ACIF in respect of such quarter, net of debt service, a quarterly fee to be retained by SCIM comprised of a specified amount, plus an allocable portion of the compensation of SCIM's investment professionals in connection with their performance of investment advisory services for ACIF (collectively, the "Retained Benefits"). In addition, SCIM is reimbursed by US Holdings quarterly for certain expenses it incurs in connection with the investment advisory services provided to ACIF. Pursuant to this arrangement, US Holdings receives the net economic benefit derived by SCIM under the ACIF advisory agreement (the "ACIF Advisory Agreement"), subject to the holdback of the Retained Benefits and expense reimbursements.

Mount Logan Capital Inc. June 30, 2022 MD&A 2

MANAGEMENT'S DISCUSSION AND ANALYSIS for the three and six months ended June 30, 2022 and 2021

On November 12, 2020, the Company, through its wholly-owned subsidiary, ML Management completed its acquisition of the rights of Garrison Investment Management LLC ("GIM") and other sellers (collectively, "GARS Sellers") under certain investment management agreements, the general partnership interests of the GARS Sellers under certain partnership agreements and the rights of the GARS Sellers under certain collateral management agreements relating to Garrison Funding 2018-1 LP and Garrison MML CLO 2019-1 LP (collectively, the "ML CLOs") (the "ML CLO Acquisition"). ML Management, as the investment manager of the ML CLOs, receives management fees based on aggregate gross assets under management, paid quarterly, and subject to various reductions based on caps, transaction fees, and fee-sharing arrangements. Following the completion of the ML CLO Acquisition, the names of Garrison Funding 2018-1 LP and Garrison MML CLO 2019-1 LP were changed to Mount Logan Funding 2018-1 LP and Mount Logan MML CLO 2019-1 LP, respectively.

On July 1, 2021, the Company, through ML Management, completed its acquisition of certain assets from Capitala Investment Advisors, LLC ("CIA") (the "Capitala Acquisition") and ML Management became the investment adviser of Logan Ridge Finance Corporation ("Logan Ridge," formerly, Capitala Finance Corp.), a U.S. publicly traded business development company whose common stock is listed on NASDAQ. ML Management, as the investment adviser of Logan Ridge, receives a fee for investment advisory and management services consisting of two components - a 1.75% annual base management fee based upon gross assets and an incentive fee tied to performance. The incentive fee consists of the following two parts:

  1. The first part of the incentive fee is calculated and payable quarterly in arrears based on Logan Ridge's pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income, and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, diligence, and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under Logan Ridge's administration agreement to its administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that Logan Ridge has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of Logan Ridge's net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 2.0% per quarter (8.0% annualized). ML Management receives an incentive fee with respect to the pre-incentive fee net investment income in each calendar quarter as follows:
    1. no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle of 2.0%;
    2. 100% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.5% in any calendar quarter (10.0% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle but is less than 2.5%) is referred to as the "catch-up." The "catch-up" is meant to provide ML Management with 20% of the pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.5% in any calendar quarter; and
    3. 20% of the amount of the pre-incentive fee net investment income, if any, that exceeds 2.5% in any calendar quarter (10.0% annualized) (once the hurdle is reached and the catch-up is achieved, 20% of all pre-incentive fee investment income thereafter is allocated to ML Management).
  2. The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year, commencing on December 31, 2021, and will equal 20.0% of Logan Ridge's realized capital gains, if any, on a cumulative basis with respect to each of the investments in Logan Ridge's portfolio from the fiscal quarter ending on or immediately prior to July 1, 2021 through the end of each calendar year beginning with the calendar year ending December 31, 2021, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis from September 30, 2021 through the end of each calendar year beginning with the calendar year ending December 31, 2021, less the aggregate amount of any previously paid capital gain fees under the investment advisory agreement. Any realized capital gains, realized capital losses and unrealized capital depreciation with respect to Logan Ridge's portfolio as of the end of the fiscal quarter ending on or immediately prior to July 1, 2021 will be excluded from the calculations of the capital gains fee. In the event that the investment advisory agreement shall terminate as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a capital gains fee.

Mount Logan Capital Inc. June 30, 2022 MD&A 3

MANAGEMENT'S DISCUSSION AND ANALYSIS for the three and six months ended June 30, 2022 and 2021

On January 1, 2022, the Company, through ML Management, and other purchasers related to ML Management (collectively, the "GIM Purchasers") entered into an asset purchase agreement with GIM and other sellers (collectively, the "GIM Sellers") with respect to the acquisition by the GIM Purchasers of the rights and interests of the GIM Sellers under a certain investment agreement relating to Garrison Laurel Funding LP ("GLF"), the general partnership interest under a certain partnership agreement and the rights of the GIM Sellers under certain financing arrangements (the "Laurel Transaction"). In addition, Mount Logan Bluebird Funding LP ("ML Bluebird Funding"), a newly formed entity, acquired all the assets and assumed all the liabilities of Garrison Bluebird Funding LP effective as of the closing date (the "Bluebird Transaction" and together with the Laurel Transaction, the "Bluebird Laurel Transaction"). The Bluebird Laurel Transaction closed on January 1, 2022 and ML Management became the investment manager of GLF and Mount Logan Bluebird Funding LP ("ML Bluebird Funding"). In connection with the closing, GLF changed its name to Mount Logan Laurel Funding LP ("ML Laurel Funding"). As currently structured, ML Management does not expect to receive any management fees from ML Bluebird Funding or ML Laurel Funding. The Bluebird Laurel Transaction strategically positions the Company's platform to grow the assets it manages.

On April 22, 2022, the Company, through ML Management, entered into an investment management agreement with each of Cornhusker Funding 1A LLC, Cornhusker Funding 1B LLC, and Cornhusker Funding 1C LLC (collectively, the "Cornhusker CLOs" and together with the ML CLOs, the "CLOs"). ML Management, as the investment manager, does not receive any management fees from the Cornhusker CLOs; however, the Company, through Cornhusker Feeder LLC, a newly-formed indirect wholly-owned subsidiary of the Company, and Ability, receives economic benefits through their debt and/or equity holdings in the Cornhusker CLOs.

On May 14, 2022, the Company, through ML Management, entered into an investment advisory agreement with Opportunistic Credit Interval Fund ("OCIF"), a closed-end, diversified management investment company, pursuant to which ML Management provides certain investment advisory services to OCIF and in consideration of the advisory services provided, ML Management is entitled to a fee consisting of two components - a 1.75% annual base management fee based upon gross assets and an incentive fee tied to performance. The incentive fee is calculated and payable quarterly in arrears based on OCIF's pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means, interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that OCIF receives from portfolio companies) accrued by OCIF during the calendar quarter, minus OCIF's operating expenses for the quarter (including the base management fee, expenses payable under OCIF's administration agreement to its administrator, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that OCIF has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of OCIF's net assets at the end of the immediately preceding calendar quarter, will be compared to a hurdle of 1.50% per quarter (6.0% annualized). ML Management receives an incentive fee with respect to the pre-incentive fee net investment in each calendar quarter as follows:

  1. no incentive fee in any calendar quarter in which the pre-incentive fee net investment income does not exceed the hurdle of 1.50%;
  2. 100% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 1.7647% in any calendar quarter (7.0% annualized). This portion of the pre-incentive fee net investment income (which exceeds the hurdle but is less than 1.7647%) is referred to as the "catch-up." The "catch-up" is meant to provide ML Management with 15% of OCIF's pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 1.7647% in any calendar quarter; and
  3. 15% of the amount of OCIF's pre-incentive fee net investment income, if any, that exceeds 1.7647% in any calendar quarter (7.0% annualized) (once the hurdle is reached and the catch-up is achieved, 15% of all pre-incentive fee net investment income thereafter is allocated to ML Management).

The following is a list of the investment vehicles managed by subsidiaries of the Company:

  • Cornhusker Funding 1A LLC
  • Cornhusker Funding 1B LLC
  • Cornhusker Funding 1C LLC
  • Logan Ridge Finance Corporation
  • Mount Logan Bluebird Funding LP
  • Mount Logan Funding 2018-1 LP ("2018-1 CLO")
  • Mount Logan Laurel Funding LP
  • Mount Logan Middle Market Funding LP
  • Mount Logan Middle Market Funding A LP
  • Mount Logan Middle Market Funding II LP
  • Mount Logan Middle Market Funding II A LP
  • Mount Logan MML CLO 2019-1 LP
  • Opportunistic Credit Interval Fund

Mount Logan Capital Inc. June 30, 2022 MD&A 4

MANAGEMENT'S DISCUSSION AND ANALYSIS for the three and six months ended June 30, 2022 and 2021

Asset Management - Loans

The Company, directly and through its subsidiaries, focuses on investing in public and private debt securities in the North American market. The Company actively sources, evaluates, underwrites, monitors, and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

The Company applies rigorous and deep due diligence to the credit opportunities it assesses. Priorities include establishing downside protection and principal preservation through financial and structural protections, seeking to generate attractive returns utilizing the skill and experience of management, and leveraging the expertise and network of management.

The sourcing, negotiation and documentation of highly structured investments by management of the Company permits the construction of a diversified portfolio of investments through the use of flexible and innovative loan strategies.

While focused on senior secured middle-market credit, depending on market conditions, the Company may evaluate employing a variety of credit investing strategies as part of its investment program. These could include leveraged yield strategies, private and mezzanine lending and structured equity, dislocated structured credit/regulatory capital investments, and other credit-oriented investments as further discussed below:

Leveraged Yield Strategies

  • Low leveraged bank loan funds: employing various strategies to invest in primarily secured bank loans with low loan-to-value ("LTV") metrics and selective and prudent financing at the asset level. This is a strategy typically employed during periods of market or sector dislocation or when an individual company's loans do not reflect true fundamental value.
  • Synthetic baskets: investments in par or near-par performing bank loans via total return swaps or similar financing structures. Private and Mezzanine Lending and Structured Equity
  • Private and mezzanine lending: providing creative financing solutions to borrowers with custom documentation. Borrowers in the middle-market seek resourceful financing partners that have industry expertise, can provide certainty of execution, and can transact on an expedited timeline.
  • Structured Equity: investing in minority structured convertible preferred equity with significant downside protection through company selection and robust negative controls.

Dislocated Structured Credit/Regulatory Capital

  • Primary and secondary structured products: opportunistic investments in non-traditional credit instruments with varying counterparty credit risk.
  • Regulatory capital relief: structured financing solutions to mitigate regulatory capital constraints for borrowers. Rising regulatory capital requirements for financial institutions create an opportunity for non-traditional capital providers to structure capital solution programs aimed at mitigating banks' risk of near-term capital losses in return for insurance-like payments on first loss pieces assumed by financial investors.

Investments are made and are expected to be made primarily in developed markets with a focus on North America although the Company may invest in markets outside of North America if the Company identifies investment opportunities that offer particular value.

Investment restrictions

The Company conducts its activities within the general parameters of its investment objective and strategy but subject to certain specific restrictions. In pursuing its investment strategy, the Company generally aims to adhere to the following investment restrictions:

  • Diversification - the net amount invested by the Company in the investments of any one issuer (on a look through basis) will not exceed 20% of the portfolio of the Company, as determined at the time of such investment other than securities issued or guaranteed by the government of Canada, the government of the United States or a province, state or territory thereof.
  • Foreign exposure - the net amount invested by the Company in securities outside of Canada and the United States will not exceed 50% of the net asset value of the Company, as determined at the time of such investment.
  • Liquidity - the nature of the Company's business allows for investments in public and private securities, and there are no specific restrictions on the liquidity of the assets in which the Company may invest. However, management will ensure that the Company's investment portfolio has sufficient liquidity to satisfy any borrowing obligations, to manage the dividend policy, if any, adopted by the board of directors (the "Board") of the Company from time to time and any share buy-back arrangements.
  • Hedging - the Company may use derivatives to hedge credit risk, its exposure to changes in interest rates and currency fluctuations and to gain exposure to individual securities and markets instead of directly buying the securities. The Company may use treasury futures and/or government bonds to hedge against changes in interest rates and may use credit default swaps and credit default indices to hedge credit risk.

Loan Monitoring and Risk Assessment

Mount Logan Capital Inc. June 30, 2022 MD&A 5

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Mount Logan Capital Inc. published this content on 11 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2022 01:00:07 UTC.