Great Elm Capital Group Commences Rights Offering
October 14 2016 - 4:52PM
Great Elm Capital Group, Inc. (NASDAQ:GEC), announced today that it
has commenced its previously disclosed $45 million rights offering.
Under the terms of the rights offering, Great Elm Capital Group
distributed non-transferable rights to purchase shares of its
common stock for each share of its common stock held by a
stockholder as of 5:00 p.m., New York time on the record date of
October 13, 2016, as more fully described in the prospectus
relating to the rights offering. Each basic subscription privilege
will entitle the holder to purchase 1.2962 shares of common stock
at a cash subscription price of $3.6672 per share. The rights may
be exercised until 5:00 p.m. New York time, on November 1,
2016. The exercise price of the rights must be paid by check
delivered to the subscription agent before the expiration date.
Holders as of the record date that exercise their
basic subscription privileges in full will also have
over-subscription privileges, pursuant to which they may be able to
purchase additional shares at the subscription price to the extent
that not all subscription privileges are exercised, subject to the
limitations described in the prospectus.
As discussed in the prospectus related to the
rights offering, Great Elm Capital Group entered into a backstop
agreement with a consortium of investors, led by Gracie Investments
LLC that also includes all of the members of Great Elm Capital
Group’s board of directors. Subject to the conditions in the
backstop agreement, if the gross proceeds from exercise of the
subscription rights are less than $45 million, the backstop
providers will purchase up to $36.6 million of shares at the same
price per share as offered to rights holders.
Private investment funds managed by MAST Capital
Management, LLC have indicated their current intention to
participate in this offering in amounts at least equal to their
basic subscription privileges. Such indications are non-binding and
there is no assurance that such funds will fully exercise their
basic subscription privileges.
Oppenheimer & Co. and Janney Montgomery Scott
are acting as dealer managers for the rights offering.
Great Elm Capital Group reserves the right to
cancel or terminate the rights offering at any time prior to the
expiration date of the rights offering.
Safe Harbor Statement in Connection With
the Offer and Sale
This press release does not constitute an offer to
sell or the solicitation of an offer to buy the securities
discussed herein, and there shall not be any offer, solicitation or
sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Stockholders may obtain a copy of the prospectus from the
Information Agent for the offering, MacKenzie Partners, toll free
at (800) 322-2885 or please call (212) 929-5500 (collect) if you
are located outside of the U.S. or Canada.
About Great Elm Capital Group
Great Elm Capital Group is a Nasdaq listed holding
company headquartered in Boston, Massachusetts. Additional
information about Great Elm Capital Group is available on its
website at www.greatelmcap.com.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995.
With the exception of the historical information
contained in this news release, the matters described herein
contain "forward-looking" statements that involve risk and
uncertainties that may individually or collectively impact the
matters herein described. These are detailed in the "Risk
Factors" section of the registration statement and in Great Elm
Capital Group’s SEC reports filed from time to time. Further
information relating to Great Elm Capital Group’s financial
position, results of operations, and investor information is
contained in the company's annual and quarterly reports filed with
the SEC and available for download at its website
www.greatelmcap.com or at the SEC website www.sec.gov.
Media & Investor Contact:
Meaghan Mahoney
+1 617 375-3005
meaghan@mastcapllc.com
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