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 20, 2021
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.) |
| | |
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:
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share | GECC | Nasdaq Global Market |
6.50% Notes due 2022 | GECCL | Nasdaq Global Market |
6.75% Notes due 2025 | GECCM | Nasdaq Global Market |
6.50% Notes due 2024 | GECCN | Nasdaq Global Market |
5.875% Notes due 2026 | GECCO | 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 3.02 | Unregistered Sales of Equity Securities. |
On September 20, 2021, Great Elm Capital Corp. (the “Company”) entered into a Membership Interest Purchase Agreement with Lenders Funding, LLC (“LF”), pursuant to which the Company acquired a majority equity interest in LF, a wholesale lending and participant funding business. At the closing: (i) the Company paid $7.25 million in cash to LF, $3.25 million of which was used to purchase 833,333 newly issued shares of the Company’s common stock at net asset value and (ii) the Company issued 2,564,103 shares of the Company’s common stock to LF at net asset value in exchange for a promissory note in aggregate principal amount of $10.0 million payable by LF to the Company. All of the proceeds from the transaction were retained by LF to support the growth of the business.
The issuance of the shares was a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
On September 20, 2021, the Company issued a press release in connection with the closing of the acquisition. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
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| | GREAT ELM CAPITAL CORP. |
| | |
Date: September 20, 2021 | | By: | | /s/ Keri A. Davis |
| | Name: | | Keri A. Davis |
| | Title: | | Chief Financial Officer |
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