Great Elm Capital Group, Inc. (NASDAQ:GEC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2018, Great Elm FM Holdings, Inc. (“Purchaser”), an indirect subsidiary of Great Elm Capital Group, Inc. (the “Company”), entered into a Contract of Purchase and Sale (the “Agreement”) with IT Fort Myers Holdings LLC (“Seller”) to acquire an 80.1% interest in the Gartner I and Gartner II office buildings and associated property located in Fort Myers, Florida (collectively, the “Property”). Seller owns 50% of the limited liability company membership interests of CRIC IT Fort Myers LLC (the “Property Owner”), which owns a fee simple interest in the Property.

to the Agreement, Purchaser acquired 50% of the equity interests in the Property Owner in exchange for (i) $2.7 million in cash and (ii) 19.9% of the equity interests in Purchaser.

Currently, the Property is leased, on a triple net basis, to Gartner, Inc. (“Gartner”) until March 31, 2030, which may be extended in accordance with the terms of the lease.The Property is also encumbered by indebtedness in the amount of approximately $58 million (the “Debt”).The Debt is non-recourse with respect to Purchaser, and the Debt is not, nor will it be, guaranteed by the Company or its affiliates.The Purchaser has pledged its limited liability company membership interests in the Property Owner to support the Debt.Gartner is required to make monthly payments under the lease, substantially all of which will be used to service the Debt on the Property.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.01Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 1.01Regulation FD Disclosure.

In connection with closing the transaction described under Item 1.01, the Company plans to present the information in the slides attached as Exhibit 99.1 to this Current Report on Form 8-K to certain interested parties.On March 6, 2018, the Company also issued the press release attached as Exhibit 99.2 to this Current Report on Form 8-K to announce the closing of the transaction described under Item 1.01.

The information contained in this Item 1.01 and in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 1.01 Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

The Company measured the significance of the acquisition described in Item 1.01 and determined that the total assets acquired exceed 20% or more of the total assets as reflected on the Company’s latest balance sheet filed with the U.S. Securities and Exchange Commission (the “SEC”).

Because the acquired assets are leased to a single tenant subject to triple net lease agreements, the registrant is providing financial information about the tenant rather than financial statements of the Property Owner.The tenant, Gartner, provides publicly available financial statements in reports filed with the SEC at http://www.sec.gov.

(b)Pro Forma Financial Information.

The pro forma financial information that is required to be filed to this item will be filed by amendment not later than 71 days after the date on which this initial Current Report on Form 8-K is required to be filed.

(d)Exhibits.

Great Elm Capital Group, Inc. Exhibit
EX-2.1 2 gec-ex21_7.htm EX-2.1 gec-ex21_7.htm Exhibit  2.1   Execution Copy CONTRACT OF PURCHASE AND SALE   THIS CONTRACT OF PURCHASE AND SALE (this “Contract”) is made and entered into as of March 6,…
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About Great Elm Capital Group, Inc. (NASDAQ:GEC)

Great Elm Capital Group, Inc., formerly Unwired Planet, Inc., is a holding company. The Company makes investments in businesses and assets in various industries. The Company’s investment for long-term value creation is in the asset management business. The Company continues to explore other opportunities in the investment management business, including other business development companies (BDCs) that trade at a discount to their net asset value. The Company intends to build a diversified investment company consisting of the following three business lines: investment management, financial products and merchant banking. It is embarking on a program of creating bespoke financial products and creating a pipeline of acquisition opportunities. The Company’s subsidiary is Great Elm Capital Corporation (GECC).