GECCZ Great Elm Capital Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2024

 

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland		814-01211		81-2621577
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3801 PGA Blvd., Suite 603 Palm Beach Gardens, Florida				33410
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 375-3006

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		GECC		Nasdaq Global Market
6.75% Notes due 2025		GECCM		Nasdaq Global Market
5.875% Notes due 2026		GECCO		Nasdaq Global Market
8.75% Notes due 2028		GECCZ		Nasdaq Global Market
8.50% Notes due 2029		GECCI		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 8.01  Other Events

On September 12, 2024, Great Elm Capital Corp. (the “Company”) caused notices to be issued to the holders of its 6.75% Notes due 2025 (CUSIP No. 390320 406; NASDAQ: GECCM) (the “Notes”) regarding the Company’s exercise of its conditional option to redeem, in whole, the issued and outstanding Notes, pursuant to Section 1104 of the Indenture, dated as of September 18, 2017, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”), and Section 1.01(h) of the Second Supplemental Indenture, dated as of January 19, 2018, by and between the Company and the Trustee. The Company will redeem all of the issued and outstanding Notes on October 12, 2024 (the “Redemption Date”), subject to the condition precedent that the Company closes its public offering of 8.125% Notes due 2029 (the “2029 Notes Offering”). At the Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date of the notices to the holder of the Notes) as the 2029 Notes Offering has been completed, or the redemption of the Notes may not occur and the notices to the holder of the Notes may be rescinded if the 2029 Notes Offering is not completed by the Redemption Date or by the date to which the Redemption Date is delayed. The Notes will be redeemed at 100% of their principal amount, plus accrued and unpaid interest thereon from September 30, 2024, through, but excluding, the Redemption Date. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Conditional Notice of Redemption to Holders of the 6.75% Notes due 2025
104		The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				GREAT ELM CAPITAL CORP.
Date: September 13, 2024				By:		/s/ Keri A. Davis
				Name:		Keri A. Davis
				Title:		Chief Financial Officer

Exhibit 99.1

CONDITIONAL NOTICE OF REDEMPTION TO THE HOLDERS OF THE

6.75% Notes due 2025

of Great Elm Capital Corp.

(CUSIP No. 390320 406)*

Redemption Date: October 12, 2024

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture, dated as of September 18, 2017 (the “Base Indenture”), by and between Great Elm Capital Corp., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (the “Trustee”), and Section 1.01(h) of the Second Supplemental Indenture, dated as of January 19, 2018 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its conditional option to redeem, in whole, the 6.75% Notes due 2025 (the “Notes”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

Subject to the condition precedent that the Company closes its public offering of Notes due December 2029 (the “2029 Notes Offering”), after the date hereof and prior to the Redemption Date (as defined below), the Company will redeem all of the issued and outstanding Notes on October 12, 2024 (the “Redemption Date”). At the Company’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date hereof) as the 2029 Notes Offering has been completed, or the redemption of the Notes may not occur and this notice may be rescinded if the 2029 Notes Offering is not completed by the Redemption Date or by the date to which the Redemption Date is delayed. The redemption price for the Notes equals 100% of the principal amount per Note being redeemed, or $25.00 per Note, plus the accrued and unpaid interest thereon from September 30, 2024, through, but excluding, the Redemption Date (the “Redemption Price”). The accrued interest per Note being redeemed that is payable on the Redemption Date will be approximately $0.05625.

On the Redemption Date, the Redemption Price will become due and payable to the Holders of the Notes. Interest on the Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Price with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Price upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent.

Notes held in book-entry form will be redeemed and the Redemption Price with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

Payment of the Redemption Price to the Holders will be made upon presentation and surrender of the Notes in the following manner:

 

		If by Mail, Hand or Overnight Mail:
		Equiniti Trust Company, LLC
		Operations Center, Attn: Reorganization Department
		55 Challenger Road, Suite 200, Ridgefield Park, New Jersey 07660

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Questions relating to this notice of redemption should be directed to Equiniti Trust Company, LLC via telephone at 1–800-937-5449.

No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this notice or printed on the Notes.

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-four percent (24%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

Date: September 12, 2024

 

v3.24.2.u1

Document and Entity Information	Sep. 12, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001675033
Document Type	8-K
Document Period End Date	Sep. 12, 2024
Entity Registrant Name	Great Elm Capital Corp.
Entity Incorporation State Country Code	MD
Entity File Number	814-01211
Entity Tax Identification Number	81-2621577
Entity Address, Address Line One	3801 PGA Blvd.
Entity Address, Address Line Two	Suite 603
Entity Address, City or Town	Palm Beach Gardens
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33410
City Area Code	(617)
Local Phone Number	375-3006
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.01 par value
Trading Symbol	GECC
Security Exchange Name	NASDAQ
M 6.75 Notes Due 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.75% Notes due 2025
Trading Symbol	GECCM
Security Exchange Name	NASDAQ
M 5.875 Notes Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.875% Notes due 2026
Trading Symbol	GECCO
Security Exchange Name	NASDAQ
M 8.75 Notes Due 2028 [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.75% Notes due 2028
Trading Symbol	GECCZ
Security Exchange Name	NASDAQ
M 8.50 Notes Due 2029 [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.50% Notes due 2029
Trading Symbol	GECCI
Security Exchange Name	NASDAQ

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