Imperial Capital Amends Stake in Great Elm Group

TL;DR

Imperial Capital just updated their 13D filing for Great Elm Group. Watch this space.

AI Summary

Imperial Capital Asset Management, LLC, along with its affiliates Jason Reese and Long Ball Partners, LLC, has filed an amendment (Amendment No. 12) to their Schedule 13D concerning Great Elm Group, Inc. The filing, dated October 29, 2024, indicates a change in their beneficial ownership of the company's common stock. Specific details regarding the exact percentage of ownership or the nature of the change are not provided in this excerpt.

Why It Matters

This filing signals a potential shift in control or significant investor activity for Great Elm Group, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, which can introduce volatility.

Key Players & Entities

• Imperial Capital Asset Management, LLC (company) — Filing entity
• Great Elm Group, Inc. (company) — Subject company
• Jason Reese (person) — Group member
• Long Ball Partners, LLC (company) — Group member
• Todd Wiench (person) — Contact person

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $7,932,105.00 — der of an aggregate principal amount of $7,932,105.00 of the Issuers 5.0% Convertible Senior

Filing Documents

• d882524dsc13da.htm (SC 13D/A) — 88KB
• d882524dex998.htm (EX-99.8) — 22KB
• d882524dex999.htm (EX-99.9) — 20KB
• g882524g1030004348026.jpg (GRAPHIC) — 1KB
• 0001193125-24-246704.txt ( ) — 134KB

is hereby

Item 4 is hereby supplemented as follows: As of the date of this Amendment, Long Ball is the holder of an aggregate principal amount of $7,932,105.00 of the Issuers 5.0% Convertible Senior PIK Notes Due 2030 (the PIK Notes ). The PIK Notes are convertible into Common Stock. On October 25, 2024, Long Ball entered into a letter agreement (the Forbearance Agreement ) with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until November 10, 2025 (the Forbearance End Date ). The Forbearance End Date may be extended by Long Ball with the prior written consent of the Issuer. As of the date of this Amendment, if the Forbearance Agreement were not in place, the PIK Notes would be convertible into 2,284,460 shares of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion of the PIK Notes will not be deemed to be beneficially owned by Long Ball, ICAM or Jason Reese. The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days prior written notice to the Issuer. CUSIP No. 39036P209 Page 7 of 9 Pages The Forbearance Agreement supplements the prior forbearance agreement Long Ball entered into with the Issuer on June 16, 2023. The foregoing descriptions of the PIK Notes and the Forbearance Agreement are qualified in their entirety by reference to the form of PIK Note and the Forbearance Agreement, which are filed as Exhibits 99.7 and 99.8 to this Amendment and are incorporated herein by reference. In addition, on October 29, 2024, GEG and Jason Reese entered into a voting waiver agreement (the Voting Waiver Agreement ), pursuant to which Mr. Reese waived all voting rights associated with all outstanding shares (whether vested or unvested) of GEG for voting purposes that have been grant

is supplemented as follows

Item 6 is supplemented as follows: The Information in Item 4 of this Amendment is incorporated herein by reference. Item7. Material to Be Filed as Exhibits

is

Item 7 is supplemented as follows: Exhibit No. Description 99.7 Form of 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference to Exhibit 4.4 to the Issuers Form 8-K filed with the SEC on December 29, 2020). 99.8 Letter Agreement, dated October 25, 2024, by and between Long Ball Partners, LLC and Great Elm Group, Inc. 99.9 Voting Waiver Agreement, dated October 29, 2024, by and between Jason Reese and Great Elm Group, Inc. CUSIP No. 39036P209 Page 9 of 9 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 29, 2024 Imperial Capital Asset Management, LLC By: /s/ Jason Reese Jason Reese, Chairman & CEO Long Ball Partners, LLC By: Imperial Capital Asset Management, LLC its Managing Member By: /s/ Jason Reese Jason Reese, Chairman & CEO Imperial Capital Group Holdings II, LLC By: /s/ Jason Reese Jason Reese, its Authorized Signatory Jason Reese /s/ Jason Reese

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View this SC 13D/A filing on SEC EDGAR