Filing Analysis
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending August 5, 2026. The filing serves as a formal announcement of recent financial results and operational performance.
📋 Key Facts
- Filing date: August 5, 2026
- The company furnished an Earnings Press Release (Exhibit 99.1).
- Information in the press release is furnished but not 'filed' for purposes of Section 18 liability.
- Registrant is listed on Nasdaq Global Market under ticker GECC.
Great Elm Capital Corp. has issued a notice to redeem $6.5 million of its 8.50% Notes due 2029 on August 19, 2026. The redemption will occur at 100% of the principal amount plus accrued and unpaid interest.
📋 Key Facts
- Redemption date set for August 19, 2026.
- Aggregate principal amount to be redeemed: $6,500,000.
- Security being redeemed: 8.50% Notes due 2029 (CUSIP No. 390320 885; NASDAQ: GECCI).
- Redemption price: 100% of principal plus accrued and unpaid interest.
- The redemption is being exercised pursuant to Section 1104 of the Indenture dated September 18, 2017.
Great Elm Capital Corp. entered into a sixth amendment to its Loan, Guarantee and Security Agreement with City National Bank on June 8, 2026. The amendment primarily updates the maturity date for borrowings under the Revolving Facility.
🚩 Red Flags
- Conditional maturity acceleration: The loan maturity is tied to the successful refinancing of the 8.50% notes due 2029, creating a potential liquidity crunch if refinancing fails by March 31, 2029.
📋 Key Facts
- Amendment date: June 8, 2026
- Lender: City National Bank (CNB)
- New maturity date for Revolving Facility: June 8, 2029
- Accelerated maturity trigger: Maturity moves up to March 31, 2029, if the Company's 8.50% notes due 2029 are not refinanced by that date
Great Elm Capital Corp. reported the results of its 2026 annual meeting of stockholders held on May 29, 2026. The meeting resulted in the election of two directors and the ratification of Deloitte & Touche LLP as the independent auditor for the 2026 fiscal year.
📋 Key Facts
- Annual Meeting held on May 29, 2026.
- Mark Kuperschmid was elected as director with 6,104,023 votes 'For'.
- Richard Cohen was elected as director with 6,100,476 votes 'For'.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 9,334,470 votes 'For'.
Great Elm Capital Corp. (GECC) has appointed Jason W. Reese as Chief Executive Officer, succeeding Matt Kaplan who will transition to a portfolio manager role at the company's investment adviser. The change occurs alongside the release of Q1 2026 financial results and reflects a leadership consolidation with its parent company, Great Elm Group, Inc.
🚩 Red Flags
- CEO transition occurring after a relatively short tenure (Matt Kaplan served since March 2022).
- High degree of related-party concentration: The new CEO also leads the parent company (GEG) and sits on the investment committee of the adviser (GECM).
- Complexity in corporate structure involving a Shared Services Agreement with ICAM, another entity controlled by the new CEO.
📋 Key Facts
- Jason W. Reese appointed CEO effective immediately following the filing of the Form 10-Q for the period ended March 31, 2026.
- Outgoing CEO Matt Kaplan will remain with the external investment adviser, Great Elm Capital Management, LLC (GECM), as a portfolio manager.
- Jason Reese is the Co-Founder, Chairman, and CEO of Great Elm Group, Inc. (GEG), which owns approximately 9.7% of GECC common stock.
- Mr. Reese will not receive direct compensation from GECC for his service as CEO.
- The company furnished its Q1 2026 earnings press release as Exhibit 99.1 under Item 2.02.
Great Elm Capital Corp. (GECC) has issued a notice to redeem all of its outstanding 5.875% Notes due 2026. The redemption is scheduled for May 27, 2026, at a price equal to 100% of the principal amount plus accrued and unpaid interest.
📋 Key Facts
- The notes being redeemed are the 5.875% Notes due 2026 (NASDAQ: GECCO).
- Redemption Date is set for May 27, 2026.
- Redemption price is 100% of the principal amount plus accrued and unpaid interest through the redemption date.
- The redemption is being conducted pursuant to the original Indenture dated September 18, 2017, and the Fourth Supplemental Indenture dated June 23, 2021.
- Equiniti Trust Company, LLC serves as the Trustee for the redemption process.
Great Elm Capital Corp. announced that Matthew A. Drapkin is resigning as Chairman of the Board, to be succeeded by Jason W. Reese as Executive Chairman. The company also released its financial results for the fiscal year ended December 31, 2025.
🚩 Red Flags
- High concentration of control: The new Executive Chairman is also the CEO of the parent company (GEG) and the investment advisor (GECM).
- Extensive related-party infrastructure: Shared services agreements exist between the advisor and the Chairman's other entities (ICAM).
📋 Key Facts
- Matthew A. Drapkin resigned as Chairman effective immediately following the filing of the 2025 Form 10-K.
- Jason W. Reese was appointed as Executive Chairman to fill the vacancy.
- Mr. Reese is the CEO and Chairman of Great Elm Group, Inc. (GEG), which owns approximately 9.7% of the company's common stock.
- Mr. Reese will not receive additional compensation for his service on the Board.
- The company furnished its earnings press release for the period ended December 31, 2025, under Item 2.02.
Great Elm Capital Corp. (GECC) has issued a notice to redeem $20 million of its 5.875% Notes due 2026. The redemption is scheduled for March 31, 2026, at a price equal to 100% of the principal amount plus accrued and unpaid interest.
📋 Key Facts
- Redemption of $20,000,000 aggregate principal amount of 5.875% Notes due 2026 (NASDAQ: GECCO).
- Redemption Date is set for March 31, 2026.
- Redemption price is 100% of the principal amount.
- The Regular Record Date for the final interest payment is March 15, 2026.
- The company expects no accrued and unpaid interest to remain as of the Redemption Date due to the alignment with the scheduled interest payment date.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending November 4, 2025. The filing serves as a formal announcement of recent financial results and operational updates.
📋 Key Facts
- Filed on November 4, 2025.
- The company furnished an earnings press release (Exhibit 99.1) regarding its results of operations and financial condition.
- The filing includes XBRL tags for various debt instruments: 5.875% Notes due 2026, 8.50% Notes due 2029, 8.125% Notes due 2029, and 7.75% Notes due 2030.
Great Elm Capital Corp. filed an 8-K to announce the release of preliminary and unaudited financial information for the quarter ended September 30, 2025.
📋 Key Facts
- The filing is a notification regarding the release of selected preliminary and unaudited financial results for Q3 2025.
- Report date: October 7, 2025.
- Financial information was furnished via press release (Exhibit 99.1).
- The company operates under multiple note series including 5.875% due 2026 and various notes due in 2029 and 2030.
Great Elm Capital Corp. announced that underwriters have fully exercised an over-allotment option for its 7.75% Notes due 2030. This resulted in the sale of an additional $7.5 million in principal, providing approximately $7.3 million in net proceeds to the company.
📋 Key Facts
- Underwriters exercised the over-allotment option in full on October 1, 2025.
- The exercise involves an additional $7,500,000 aggregate principal amount of 7.75% Notes due 2030.
- Net proceeds from this specific transaction are approximately $7.3 million.
- The initial closing for the broader offering occurred on September 11, 2025.
Great Elm Capital Corp. entered into an Eighth Supplemental Indenture to issue $50,000,000 in 7.75% notes due 2030. The company intends to use the net proceeds (approx. $48.1M) primarily to redeem its outstanding 8.75% Notes due 2028.
🚩 Red Flags
- The issuance of new debt to retire existing debt suggests a refinancing activity, which can be used to manage maturity profiles but also indicates ongoing reliance on debt markets.
📋 Key Facts
- Issuance of $50,000,000 aggregate principal amount of 7.75% notes due December 31, 2030.
- Over-allotment option allows for an additional $7,500,000 in notes; expires October 4, 2025.
- Net proceeds estimated at approximately $48.1 million (up to $55.4 million if over-allotment is exercised).
- Notes bear a 7.75% annual interest rate payable quarterly.
- Primary use of proceeds: Redeem all outstanding 8.75% Notes due 2028; secondary uses include redeeming/repurchasing 5.875% notes (due 2026), 8.50% notes (due 2029), and 8.125% notes (due 2029).
Great Elm Capital Corp. entered into an underwriting agreement to offer $50 million in 7.75% notes due 2030, with an over-allotment option for an additional $7.5 million. The offering is intended for listing on the Nasdaq Global Market under the symbol 'GECCG'.
🚩 Red Flags
- Increased debt load through new note issuance.
📋 Key Facts
- Offering amount: $50,000,000 aggregate principal of 7.75% notes due 2030.
- Over-allotment option: Up to an additional $7,500,000.
- Underwriters: Lucid Capital Markets, LLC (representative) and Piper Sandler & Co. (joint book-running managers).
- Expected closing date: September 11, 2025.
- Listing: Nasdaq Global Market under symbol 'GECCG'.
- The offering is being made pursuant to an effective shelf registration statement on Form N-2.
Great Elm Capital Corp. has issued notices to redeem $30 million of its 8.75% Notes due 2028 on September 30, 2025. The company also issued a conditional notice for an additional $10 million redemption, contingent upon the successful completion of new financing transactions.
🚩 Red Flags
- Conditional redemption: The $10 million portion of the debt repayment is dependent on the company successfully raising new capital (Financing Transactions).
- Potential liquidity pressure: While redeeming debt is generally positive, the contingency on new financing suggests a reliance on external capital to execute its planned balance sheet adjustments.
📋 Key Facts
- Company is exercising an option to redeem $30 million aggregate principal amount of 8.75% Notes due 2028 (NASDAQ: GECCZ) on September 30, 2025.
- A second conditional notice was issued for a $10 million redemption of the same notes, subject to completing financing transactions generating at least $10 million in net proceeds.
- Redemption price is 100% of principal amount plus accrued and unpaid interest.
- The record date for interest payments related to these notes is September 15, 2025.
Great Elm Capital Corp. entered into a Stock Purchase Agreement with Poor Richard LLC on August 27, 2025, for the private placement of 1,290,000 shares at $11.65 per share. The transaction resulted in an aggregate capital infusion of $15,028,500.
🚩 Red Flags
- Potential dilution for existing shareholders due to the issuance of 1.29 million new shares.
- The purchaser is an affiliate of Booker Smith, which may warrant closer scrutiny regarding related-party implications (though not explicitly labeled as such in this specific filing text).
📋 Key Facts
- Date of agreement: August 27, 2025
- Purchaser: Poor Richard LLC (an affiliate of Booker Smith)
- Shares issued: 1,290,000 shares of common stock
- Price per share: $11.65
- Total aggregate purchase price: $15,028,500
- Exemption: Section 4(a)(2) and Rule 506(b) of Regulation D
- Registration rights covenant: Company must file a registration statement for resale within 150 days.
Great Elm Capital Corp. entered into a fifth amendment to its Loan, Guarantee and Security Agreement with City National Bank on August 13, 2025. The amendment increases the senior secured revolving line of credit commitment and updates maturity terms linked to existing note obligations.
🚩 Red Flags
- Maturity date contingency: The facility maturity is tied to the refinancing of the company's 5.875% notes due 2026, creating a potential liquidity cliff if refinancing fails.
- Stricter/Updated Financial Covenants: Requirement for minimum net assets of $80 million.
📋 Key Facts
- Increased Revolving Facility commitment to $50 million (subject to borrowing base).
- Option for an additional $40 million increase in the facility, subject to CNB's discretion.
- Maturity date for borrowings updated to the earlier of May 5, 2027, or May 31, 2026 (if 5.875% notes due 2026 are not refinanced).
- Interest rates: SOFR + 2.50% (or base rate + 1.50%) if minimum deposit test is met; SOFR + 3.50% (or base rate + 2.50%) if not met.
- Amended financial covenant requires minimum net assets of at least $80 million.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending August 4, 2025. The filing primarily serves as a vehicle to provide financial results and updates regarding various note issuances.
📋 Key Facts
- The company issued an earnings press release on August 4, 2025 (Exhibit 99.1).
- The filing references multiple debt instruments including 5.875% Notes due 2026, 8.75% Notes due 2028, and various notes due in 2029.
- Report date is August 4, 2025; Filing date is August 5, 2025.
Great Elm Capital Corp. held its 2025 annual meeting of stockholders on May 30, 2025. The filing reports the results of shareholder votes regarding director elections and the ratification of Deloitte & Touche LLP as independent auditors.
📋 Key Facts
- Annual Meeting held on May 30, 2025.
- Chad Perry was elected to the Board of Directors with 7,225,709 votes 'For'.
- Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2025, was approved with 9,686,144 votes 'For'.
Great Elm Capital Corp. entered into an Equity Distribution Agreement with Lucid Capital Markets, LLC for an 'at the market' (ATM) offering of common stock up to a total aggregate amount of $100,000,000.
🚩 Red Flags
- Potential for significant shareholder dilution through the $100M ATM offering.
- ATM offerings can lead to downward pressure on stock price as new shares enter the market.
📋 Key Facts
- Entered into an Equity Distribution Agreement on May 6, 2025.
- The offering is an 'at the market' (ATM) program under Rule 415(a)(4).
- Aggregate offering amount: up to $100,000,000.
- Agent commission rate: up to 2.0% of gross sales price.
- Minimum sale price: not less than the Net Asset Value (NAV) per share at the time of sale.
- The Adviser or an affiliate may contribute proceeds to ensure no shares are sold below current NAV.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending May 5, 2025. The filing includes various debt instrument identifiers but primarily serves as a vehicle to distribute financial results via Exhibit 99.1.
📋 Key Facts
- Filed on May 5, 2025.
- The company furnished an earnings press release (Exhibit 99.1) which is not considered 'filed' for purposes of Section 18 liability.
- The filing lists several debt securities including 5.875% Notes due 2026, 8.75% Notes due 2028, 8.50% Notes due 2029, and 8.125% Notes due 2029.
- The report was signed by Keri A. Davis, Chief Financial Officer.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending March 10, 2025. The filing includes various note identifiers and confirms the release of financial results via Exhibit 99.1.
📋 Key Facts
- Filing date: March 10, 2025
- The company furnished an earnings press release as Exhibit 99.1.
- The filing includes XBRL tags for multiple note series (5.875% due 2026, 8.75% due 2028, 8.50% due 2029, and 8.125% due 2029).
- The report was signed by Keri A. Davis, Chief Financial Officer.
Great Elm Capital Corp. announced a special cash distribution of $0.05 per share and approved a quarterly cash distribution of $0.37 per share for the first quarter of 2025.
📋 Key Facts
- Special Distribution: $0.05 per share, payable January 15, 2025 (record date December 31, 2024).
- First Quarter 2025 Distribution: $0.37 per share, payable March 31, 2025 (record date March 17, 2025).
- The Board of Directors approved these distributions on December 16, 2024.
Great Elm Capital Corp. entered into a Share Purchase Agreement with Summit Grove Partners, LLC for the issuance of 1,094,527 shares at $12.06 per share, totaling approximately $13.2 million. The transaction is significant due to the purchaser's close ties to the company's management and investment manager.
🚩 Red Flags
- Related-party transaction: The purchaser (Summit Grove Partners, LLC) is owned 25% by Great Elm Group, Inc. (GEG), which is the parent company/affiliate of the Company's investment manager (GECM).
📋 Key Facts
- Date of agreement: December 11, 2024
- Purchaser: Summit Grove Partners, LLC
- Shares issued: 1,094,527 shares of common stock
- Price per share: $12.06 (based on current net asset value)
- Aggregate purchase price: $13,199,995.62
- The transaction was conducted via a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending October 31, 2024. The filing serves as a formal mechanism to disclose financial results and operational updates via Exhibit 99.1.
📋 Key Facts
- Filing date: October 31, 2024
- The report includes an earnings press release (Exhibit 99.1) regarding results of operations and financial condition.
- The company lists various debt instruments including 5.875% Notes due 2026, 8.75% Notes due 2028, 8.50% Notes due 2029, and 8.125% Notes due 2029.
- The filing is furnished under Item 2.02 but not filed for purposes of Section 18 liability.
Great Elm Capital Corp. entered into a supplemental indenture to issue $36 million in 8.125% unsecured notes due 2029, with an over-allotment option of up to $5.4 million. The company intends to use the net proceeds (approximately $34.4 million) to redeem its existing 6.75% unsecured notes maturing in 2025.
🚩 Red Flags
- Debt refinancing: The company is replacing lower-interest debt (6.75%) with higher-interest debt (8.125%), increasing the cost of capital.
- Unsecured obligation: The new notes are direct unsecured obligations, providing less protection to creditors than secured debt.
📋 Key Facts
- Issued $36,000,000 aggregate principal amount of 8.125% Notes due December 31, 2029.
- Underwriters have an over-allotment option for up to $5,400,000 in additional notes (expires Oct 12, 2024).
- Net proceeds are estimated at approximately $34.4 million (or $39.6 million if over-allotment is exercised).
- The Notes bear a quarterly interest rate of 8.125% starting December 31, 2024.
- Proceeds are earmarked to redeem all existing 6.75% unsecured notes due in 2025.
Great Elm Capital Corp. has issued a conditional notice to redeem its 6.75% Notes due 2025 in full, contingent upon the successful closing of a new public offering of 8.125% Notes due 2029.
🚩 Red Flags
- Refinancing risk: The company is attempting to replace lower-interest debt (6.75%) with higher-interest debt (8.125%), which may increase future interest expense.
📋 Key Facts
- Company is exercising a conditional option to redeem all outstanding 6.75% Notes due 2025 (NASDAQ: GECCM).
- Redemption date is set for October 12, 2024, subject to the closing of the 8.125% Notes due 2029 offering.
- The redemption price will be 100% of the principal amount plus accrued and unpaid interest from September 30, 2024.
- The company reserves the right to delay or rescind the redemption if the new notes offering is not completed.
Great Elm Capital Corp. entered into a Second Amended and Restated Limited Liability Company Agreement for its joint venture, CLO Formation JV, LLC. The agreement governs the ownership structure of the JV, which is designed to invest in collateralized loan obligation (CLO) entities.
📋 Key Facts
- Date of agreement: August 20, 2024
- The Company owns 71.25% of CLO Formation JV, LLC membership interests.
- Green SPE, LLC owns 23.75% of the JV.
- Crown LB, LLC owns 5.0% of the JV.
- Purpose of the JV: To make investments in collateralized loan obligation (CLO) entities and related warehouse facilities.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending August 1, 2024. The filing serves as a formal announcement of recent financial results and operational performance.
📋 Key Facts
- The company issued an earnings press release dated August 1, 2024 (Exhibit 99.1).
- The filing is categorized under Item 2.02 (Results of Operations and Financial Condition).
- The report includes various debt instruments in the header: 6.75% Notes due 2025, 5.875% Notes due 2026, 8.75% Notes due 2028, and 8.50% Notes due 2029.
Great Elm Capital Corp. completed a registered direct offering of $22 million in 8.50% Notes due 2029 on July 9, 2024. The net proceeds are intended for general corporate purposes and potential debt refinancing.
🚩 Red Flags
- Increased total debt load: The company is adding $22M in new principal to an existing $34.5M of the same note class.
📋 Key Facts
- Completed a registered direct offering of $22,000,000 in additional 8.50% Notes due April 30, 2029.
- Net proceeds are approximately $21.4 million after estimated expenses.
- The notes bear an interest rate of 8.50% per year, payable quarterly.
- The offering was made to purchasers named in Appendix A under a registration statement on Form N-2.
- Company intends to use proceeds for general corporate purposes and potential redemption/repurchase of existing debt (6.75% due 2025, 5.875% due 2026, or 8.75% due 2028).
Great Elm Capital Corp. entered into a Share Purchase Agreement with Prosper Peak Holdings, LLC for the issuance of 997,506 shares at $12.03 per share, totaling approximately $12 million. The transaction is notable because the purchaser is a special purpose vehicle owned 25% by Great Elm Group, Inc., which is the parent company of the Company's investment manager.
🚩 Red Flags
- Related-party transaction: The purchaser is controlled/owned by the parent company of the investment manager.
- Potential dilution: Issuance of nearly 1 million shares to a related entity.
📋 Key Facts
- Date of agreement: June 21, 2024
- Total shares issued: 997,506 common stock shares
- Price per share: $12.03 (based on current net asset value)
- Aggregate purchase price: $11,999,997
- Purchaser: Prosper Peak Holdings, LLC (a special purpose vehicle)
- Ownership structure: Prosper Peak Holdings is 25% owned by Great Elm Group, Inc. (GEG)
- Relationship: GECM (the investment manager) is a wholly-owned subsidiary of GEG
- Transaction type: Private placement exempt from registration under Section 4(a)(2)
Great Elm Capital Corp. reported the results of its 2024 annual meeting of stockholders held on May 31, 2024. The filing includes the election of directors and the ratification of Deloitte & Touche LLP as the company's independent auditor.
📋 Key Facts
- Annual Meeting held on May 31, 2024.
- Election of Matthew A. Drapkin: 5,677,486 votes 'For', 381,662 withheld, and 2,005,936 broker non-votes.
- Election of Erik A. Falk: 5,713,754 votes 'For', 345,394 withheld, and 2,005,936 broker non-votes.
- Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2024: 7,833,013 votes 'For', 209,283 against, and 22,788 abstained.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending May 2, 2024. The filing serves as a formal announcement of results of operations and financial condition.
📋 Key Facts
- The company issued an earnings press release dated May 2, 2024 (Exhibit 99.1).
- The filing is categorized under Item 2.02 (Results of Operations and Financial Condition).
- The report includes various note series identifiers for different debt instruments (6.75% due 2025, 5.875% due 2026, etc.).
Great Elm Capital Corp. entered into an Amended and Restated Limited Liability Company Agreement for its joint venture, CLO Formation JV, LLC. The company maintains a 75% ownership stake in the JV, which is designed to invest in collateralized loan obligation (CLO) entities.
📋 Key Facts
- Date of agreement: April 23, 2024
- Parties involved: Great Elm Capital Corp. ('the Company'), Green SPE, LLC ('Green'), and CLO Formation JV, LLC ('the JV')
- Ownership structure: The Company owns 75% of the membership interests; Green owns 25%
- Purpose of JV: To make investments in collateralized loan obligation (CLO) entities and related warehouse facilities
- Agreement type: Amended and Restated Limited Liability Company Agreement
Great Elm Capital Corp. entered into a Sixth Supplemental Indenture to issue $30.0 million in 8.50% unsecured notes due 2029, with an over-allotment option for an additional $4.5 million. The company intends to use the net proceeds (approx. $28.6M - $32.9M) for general corporate purposes and potential debt refinancing.
🚩 Red Flags
- Increased debt load: The new issuance adds significant unsecured principal to the balance sheet.
- Higher interest cost: The new notes carry an 8.50% coupon, which is higher than several existing tranches (6.75%, 5.875%, and 8.75%).
📋 Key Facts
- Issued $30.0 million aggregate principal amount of 8.50% notes due April 30, 2029.
- Over-allotment option allows for an additional $4.5 million in notes; expires May 9, 2024.
- Notes are direct unsecured obligations with a quarterly interest rate of 8.50%.
- Net proceeds estimated at approximately $28.6 million (or $32.9 million if over-allotment is exercised).
- Company may use proceeds to redeem/repurchase existing 6.75% notes due 2025, 5.875% notes due 2026, or 8.75% notes due 2028.
Great Elm Capital Corp. filed an 8-K to furnish its earnings press release for the period ending February 29, 2024. The filing serves as a formal vehicle to distribute financial results and operational updates to the market.
📋 Key Facts
- The company issued an earnings press release dated February 29, 2024 (Exhibit 99.1).
- The filing is categorized under Item 2.02 (Results of Operations and Financial Condition).
- The report includes XBRL-formatted cover page data for multiple note series: 6.75% Notes due 2025, 5.875% Notes due 2026, and 8.75% Notes due 2028.
Great Elm Capital Corp. entered into a $24 million share purchase agreement with Great Elm Strategic Partnership I, LLC, a special purpose vehicle owned 25% by the Company's parent/affiliate entity, Great Elm Group, Inc.
🚩 Red Flags
- Related-party transaction: The purchaser is a special purpose vehicle owned by the company's affiliate (Great Elm Group, Inc.).
- Potential dilution: Issuance of over 1.8 million shares to an insider-linked entity.
- Complexity in ownership: Use of a special purpose vehicle for equity issuance can sometimes obscure the true nature of the capital injection.
📋 Key Facts
- Date of transaction: February 8, 2024
- Total aggregate purchase price: $24 million
- Shares issued: 1,850,424 shares of common stock
- Price per share (NAV): $12.97
- Purchaser: Great Elm Strategic Partnership I, LLC (a special purpose vehicle)
- Ownership structure: Purchaser is owned 25% by Great Elm Group, Inc. (GEG); GECM (the investment manager) is a wholly-owned subsidiary of GEG.
- NAV per share reported for Q3 ended Dec 31, 2023: $12.99
- Net asset value (total): $98.7 million
- Dividend distribution announced: $0.35 per share for the quarter ending March 31, 2024.