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): November 22, 2023
Great Elm Capital Corp.
(Exact name of Registrant as Specified in Its Charter)
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Maryland | 814-01211 | 81-2621577 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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800 South Street, Suite 230, Waltham, MA | | 02453 |
(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:
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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 |
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.
Item 1.01 Entry into a Material Definitive Agreement
On November 22, 2023, Great Elm Capital Corp. (the “Company”) entered into an amendment (the “Amendment”) to the Company’s Loan, Guarantee and Security Agreement, dated as of May 5, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Loan Agreement”), with City National Bank, as lender.
The Amendment provides for the extension of the maturity date of the Company’s existing senior secured revolving line of credit under the Loan Agreement (the “Revolving Facility”) from May 5, 2024 to the earlier of (i) May 5, 2027, (ii) August 2, 2024 if the Company’s 6.75% notes due 2025 have not been refinanced prior to such date (or October 3, 2024 if no borrowings are outstanding under the Revolving Facility) and (iii) January 1, 2026 if the Company’s 5.875% notes due 2026 have not been refinanced prior to such date (or March 2, 2026 if no borrowings are outstanding under the Revolving Facility).
The Amendment also provides that borrowings under the Revolving Facility shall bear interest at a rate equal to (i) at all times when a minimum deposit test is met (a) SOFR plus 3.00% or (b) a base rate plus 2.00% and (ii) at all times when a minimum deposit test is not met, (a) SOFR plus 4.00% or (b) a base rate plus 3.00%.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment (which includes the Loan Agreement, as amended by the Amendment), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with this report but shall not be deemed filed:
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Exhibit Number |
| Description |
10.1 | | Third Amendment, dated as of November 22, 2023 to Loan, Guarantee and Security Agreement, as of May 5, 2021, by and among Great Elm Capital Corp. and City National Bank, as amended. |
99.1 | | Press Release, dated November 27, 2023. |
104 | | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
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.
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| | GREAT ELM CAPITAL CORP. |
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Date: November 27, 2023 | | /s/ Keri A. Davis |
| | By: | | Keri A. Davis |
| | Title: | | Chief Financial Officer |
