Great Elm Capital Corp. Announces Launch of Non-Transferable Rights Offering
May 17 2022 - 8:42AM
Great Elm Capital Corp. (the “Company” or “GECC”) (NASDAQ: GECC)
announced today the terms of its previously announced
non-transferable subscription rights offering to purchase shares of
its common stock.
The Company will issue to its stockholders of record as of 5:00
p.m., New York City time, on May 23, 2022, non-transferable rights
to subscribe for up to an aggregate of 4,601,391 shares of the
Company’s common stock. Record date stockholders will receive one
right for each share of common stock owned on the record date. The
rights entitle the holders to purchase at the subscription price
one new share of common stock for every one right held, and record
date stockholders who fully exercise their rights will be entitled
to subscribe, subject to certain limitations set forth in the
prospectus and subject to allotment, for additional shares of
common stock that were not subscribed for by other holders of
record. Stockholders may exercise their rights at any time during
the subscription period, which commences on May 26, 2022 and ends
at 5:00 p.m., New York City time, on June 10, 2022, unless extended
by the Company in its sole discretion (the “Expiration Date”).
The Company intends to use the net proceeds from the offering
primarily to (i) make opportunistic investments, in accordance with
its investment objectives and policies, including investments in
specialty finance businesses and (ii) for general corporate
purposes.
“I am excited to launch the rights offering, which will provide
capital to execute on our growth strategy and pursue our robust
pipeline of investments. Increased scale will benefit our
shareholders as we leverage our infrastructure and further
diversify our portfolio” said Matt Kaplan, GECC’s Chief Executive
Officer. “Our focus on Specialty Finance is gaining traction, with
approximately one third of our portfolio invested in Specialty
Finance companies and related assets entering the second quarter,
which we intend to grow to approximately half of our portfolio over
time. While the macro environment remains challenging, we are
confident in our ability to execute on the strategic direction
outlined in March.”
The rights are non-transferable and will not be listed for
trading on the Nasdaq Global Market or any other stock exchange.
The rights may not be purchased or sold, and there will not be any
market for trading the rights. The shares of the Company’s common
stock to be issued pursuant to the offering will be listed for
trading on the Nasdaq Global Market under the symbol
“GECC.”
The subscription price for the shares of common stock to be
issued pursuant to the offering will be $12.50 per share. Rights
holders will be required initially to pay for both the shares of
common stock subscribed for pursuant to the initial subscription
right and, if eligible, any additional shares of common stock
subscribed for pursuant to the over-subscription privilege.
Great Elm Group, Inc. (“GEG”) intends to subscribe for at least
$12.5 million in the rights offering, and certain other affiliates
of GEG (the “Participating Shareholders”) have indicated that they
intend to subscribe. Any over-subscription by the Participating
Shareholders will be effected only after pro rata allocation of
over-subscription shares to record date holders (other than the
Participating Shareholders) who fully exercise all rights issued to
them. Accordingly, there can be no assurance that the Participating
Shareholders will acquire any shares of the Company’s common stock
through their exercise of over-subscription privileges.
Important Dates to Remember
Record Date |
|
May 23, 2022 at 5:00 p.m. New
York City time |
Subscription Period |
|
From May 26, 2022 to June 10,
2022 (unless the offering is extended) |
Expiration Date |
|
June 10, 2022 (unless the
offering is extended) |
Deadline for Delivery of
Subscription Certificates and Payment for Shares |
|
June 10, 2022 at 5:00 p.m. New
York City time (unless the offering is extended) |
Oppenheimer & Co. Inc. and Imperial Capital,
LLC are acting as dealer managers for the offering.
About Great Elm Capital Corp.
Great Elm Capital Corp. is an externally managed, business
development company that seeks to generate current income and
capital appreciation by investing in debt and income generating
equity securities, including investments in specialty finance
businesses.Investors are advised to carefully consider the
investment objectives, risks and charges and expenses of GECC
before investing. The prospectus, dated May 17, 2022, which has
been filed with the Securities and Exchange Commission (“SEC”),
contains a description of these matters and other important
information about GECC and should be read carefully before
investing. A copy of the prospectus may be obtained by contacting
Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York,
NY 10004, Attn: Syndicate Prospectus Department, telephone (212)
667-8055 or email: EquityProspectus@opco.com or Imperial Capital,
LLC, Attention: Prospectus Department, 10100 Santa Monica Blvd.,
Suite 2400, Los Angeles, CA 90067 or by phone:
310-246-3700.
This press release does not constitute an offer to sell
or the solicitation of an offer to buy any securities described
herein, nor will there be any sale of the securities in any state
or jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities law of any such jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this communication that are not historical facts
are “forward-looking” statements within the meaning of the federal
securities laws. These statements are often, but not always, made
through the use of words or phrases such as “expect,” “anticipate,”
“should,” “will,” “estimate,” “designed,” “seek,” “continue,”
“upside,” “potential” and similar expressions. All such
forward-looking statements involve estimates and assumptions that
are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from the results
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are: conditions in the credit markets,
the price of GECC common stock, the performance of GECC’s portfolio
and investment manager and risks associated with the economic
impact of the COVID-19 pandemic on GECC and its portfolio
companies. Information concerning these and other factors can be
found in GECC’s Annual Report on Form 10-K, GECC’s Quarterly
Reports on Form 10-Q and other reports filed with the SEC. GECC
assumes no obligation to, and expressly disclaims any duty to,
update any forward-looking statements contained in this
communication or to conform prior statements to actual results or
revised expectations except as required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
Media & Investor Contact:
Investor Relations+1 (617)
375-3006investorrelations@greatelmcap.com
Great Elm Capital (NASDAQ:GECC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Great Elm Capital (NASDAQ:GECC)
Historical Stock Chart
From Apr 2023 to Apr 2024