Great Elm Capital Corp. Reports Material Definitive Agreement

TL;DR

GECC just signed a big deal, watch their debt!

AI Summary

On July 9, 2024, Great Elm Capital Corp. entered into a material definitive agreement related to its financial obligations. The company also reported the creation of a direct financial obligation or an off-balance sheet arrangement. This filing details other events and includes financial statements and exhibits.

Why It Matters

This filing indicates a significant financial transaction or obligation for Great Elm Capital Corp., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, suggesting potential financial risks or opportunities for the company.

Key Players & Entities

• Great Elm Capital Corp. (company) — Registrant
• July 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value GECC Nasdaq Global Market
• $22,000,000 — red direct offering (the "Offering") of $22,000,000 in additional aggregate principal amoun
• $34,500,000 — of the Company's 8.50% Notes due 2029, $34,500,000 aggregate principal amount of which has
• $21.4 million — ayable by the Company, of approximately $21.4 million. The Company intends to use the net pro
• $45.6 million — repurchase a portion of its outstanding $45.6 million aggregate principal amount of 6.75% uns
• $57.5 million — repurchase a portion of its outstanding $57.5 million aggregate principal amount of 5.875% un
• $40.0 million — repurchase a portion of its outstanding $40.0 million aggregate principal amount of 8.75% uns

Filing Documents

• gecc-html8113_8k.htm (8-K) — 42KB
• gecc-html8113_ex9941.htm (EX-4.1) — 27KB
• gecc-html8113_ex9951.htm (EX-5.1) — 13KB
• gecc-html8113_ex9952.htm (EX-5.2) — 12KB
• gecc-html8113_ex99101.htm (EX-10.1) — 80KB
• gecc-html8113_ex99991.htm (EX-99.1) — 6KB
• img_991logo.jpg (GRAPHIC) — 14KB
• img_991logo2.jpg (GRAPHIC) — 8KB
• img_9951logo.jpg (GRAPHIC) — 4KB
• img_9952logo.jpg (GRAPHIC) — 11KB
• 0001133228-24-006505.txt ( ) — 505KB
• gecc-20240709.xsd (EX-101.SCH) — 4KB
• gecc-20240709_def.xml (EX-101.DEF) — 27KB
• gecc-20240709_lab.xml (EX-101.LAB) — 37KB
• gecc-20240709_pre.xml (EX-101.PRE) — 26KB
• gecc-html8113_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 9, 2024, Great Elm Capital Corp. (the "Company") entered into a purchase agreement (the "Purchase Agreement") by and among the Company, Great Elm Capital Management, LLC and the purchasers named in Appendix A thereto in connection with a registered direct offering (the "Offering") of $22,000,000 in additional aggregate principal amount of the Company's 8.50% Notes due 2029 (the "Notes"). The Notes are an additional issuance of the Company's 8.50% Notes due 2029, $34,500,000 aggregate principal amount of which has been previously issued and is outstanding. The Notes will mature on April 30, 2029 and may be redeemed in whole or in part at the Company's option at any time or from time to time on or after April 30, 2026 at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. The Notes bear interest at a rate of 8.50% per year payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing September 30, 2024. The Notes are direct unsecured obligations of the Company. The terms of the Notes are governed by the indenture, dated September 18, 2017 (the "Base Indenture"), between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the "Trustee"), as supplemented by the sixth supplemental indenture, dated April 17, 2024, between the Company and the Trustee, and as further supplemented by an officers' certificate of the Company, dated July 9, 2024 (the Base Indenture, as so supplemented, the "Indenture"). The Indenture contains certain covenants, including covenants requiring the Company to comply with Sections 18(a)(1)(A) and (B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, and to

01 Other Events

Item 8.01 Other Events. In connection with the Offering, the Company is filing herewith the following exhibits to its Registration Statement on Form N-2 (File No. 333-261274): 1. Global Note (8.50% Note Due 2029). 2. Opinion of Jones Day. 3. Opinion of Venable LLP. 4. Purchase Agreement, dated as of July 9, 2024, by and among the Company, Great Elm Capital Management, LLC and the purchasers named in Appendix A thereto. 5. Consent of Jones Day. 6. Consent of Venable LLP. On July 9, 2024, the Company issued a press release in connection with the Offering. A copy of the press release is filed as Exhibit 99.1 to this report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Global Note (8.50% Note Due 2029). 5.1 Opinion of Jones Day. 5.2 Opinion of Venable LLP. 10.1 Purchase Agreement, dated as of July 9, 2024, by and among the Company, Great Elm Capital Management, LLC and the purchasers named in Appendix A thereto. 23.1 Consent of Jones Day (included in Exhibit 5.1). 23.2 Consent of Venable LLP (included in Exhibit 5.2) 99.1 Press Release, dated July 9, 2024. 104 The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

SIGNATURES

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: July 9, 2024 By: /s/ Keri A. Davis Name: Keri A. Davis Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR