Great Elm Capital Corp. (NASDAQ:GECC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September 29, 2017, the registrant sold to the several underwriters, an aggregate of $4,256,250 of 6.50% Notes due September 18, 2022 (the “Notes”) upon full exercise of the underwriters’ over-allotment option.The Notes are issued to an indenture dated as of September 18, 2017 and a first supplemental indenture dated as of September 18, 2017.As a result of the issuance of these Notes, the aggregate principal balance of Notes outstanding is $32,631,250.
The Notes will mature on September 18, 2022 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 September 18, 2019 at a redemption price of $25 per security plus accrued and unpaid interest. The Notes bear interest at a rate of 6.50% per year payable quarterly on January 31, April 30, July 31 and October 31 of each year, beginning October 31, 2017. The Notes are direct unsecured obligations of the Company. The Notes are listed on NASDAQ under the symbol “GECCL.”
The indenture, the supplemental indenture and the global note representing the Notes are exhibits to this report and the foregoing summary is qualified in its entirety by reference to such exhibits that should be read carefully in their entirety.The registrant will use the net proceeds of the offering of the Notes, together with cash equivalents on hand, to effect the redemption its of its 8.25% Senior Notes due 2020 (the “Full Circle Notes”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2017, the registrant appointed Adam M. Kleinman to be the registrant’s Chief Compliance Officer to replace Robert Wilson.Mr. Kleinman is 42 years old, the registrant’s secretary and is Chief Operating Officer and General Counsel of Great Elm Capital Management, Inc., the registrant’s investment advisor and administrator.Mr. Kleinman was Chief Operating Officer and General Counsel of MAST Capital Management, LLC until September 18, 2017.Mr. Kleinman has no family or other relationships required to be disclosed by Item 401 of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
Unless otherwise indicated, references are to filings by the registrant under File No. 814-01211.
|
Exhibit No. |
Description |
|
1.1 |
Underwriting Agreement, dated September 13, 2017 (incorporated by reference to Exhibit 1.1 to the Form 8-K/A filed on September 20, 2017) |
|
4.1 |
Indenture, dated as of September 18, 2017, by and between the registrant and American Stock Transfer and Trust Company (the “Trustee”), as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A filed on September 20, 2017) |
|
4.2 |
First Supplemental Indenture, dated as of September 18, 2017, by and between the registrant and the Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K/A filed on September 20, 2017) |
|
4.3* |
Global Note, dated September 29, 2017 |
* Filed herewith
Great Elm Capital Corp. ExhibitEX-4.3 2 gecc-ex43_7.htm EX-4.3 gecc-ex43_7.htm Exhibit 4.3 This Security is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or a nominee thereof. This Security may not be exchanged in whole or in part for a Security registered,…To view the full exhibit click here
