Form N-23C-2 - Notice by closed-end investment companies of intent to purchase their own securities

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT TO RULE 23C-2 UNDER THE INVESTMENT COMPANY ACT OF 1940

File No. 814-01211

GREAT ELM CAPITAL CORP.

(Name of Registrant)

800 South Street, Suite 230

Waltham, Massachusetts 02453

(Address of Principal Executive Office)

The undersigned hereby notifies the Securities and Exchange Commission (the “Commission”) that it intends to redeem securities of which it is the issuer, as set forth below in accordance with the requirements of Rule 23c-2 under the Investment Company Act of 1940, as amended.

(1)	Title of the class of securities of Great Elm Capital Corp. (the “Company”) to be redeemed:

6.50% Notes due 2024 (CUSIP: 390320 505) (the “Notes”).

(2)	Date on which the securities are to be redeemed:

The Notes will be redeemed on September 7, 2023 (the “Redemption Date”), subject to the condition precedent that the Company closes its public offering of 8.75% Senior Notes due 2028 with sufficient proceeds to pay the redemption price for the Notes, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date, on the Redemption Date.

(3)	Applicable provisions of the governing instrument pursuant to which the securities are to be redeemed:

The Notes are to be redeemed pursuant to:

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Article 11 of the Indenture, dated as of September 18, 2017 (the “Base Indenture”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”)

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Section 1.01(h) of the Third Supplemental Indenture, dated as of June 18, 2019, by and between the Company and the Trustee (the “Third Supplemental Indenture”)

(4)	The principal amount or number of shares and the basis upon which the securities to be redeemed are to be selected:

The Company will redeem all of the outstanding Notes ($42.823 million aggregate principal amount) pursuant to the terms of the Base Indenture and the Third Supplemental Indenture.

SIGNATURE

Pursuant to the requirements of Rule 23c-2 under the Investment Company Act of 1940, as amended, the Company has duly caused this Notice of Intention to Redeem Securities to be signed on its behalf by the undersigned on this 8^th day of August, 2023.