Great Elm Capital Corp. Announces Public Offering of Unsecured Notes

Rhea-AI Summary

Great Elm Capital Corp. (NASDAQ: GECC) has announced a public offering of unsecured notes due 2030. The notes will be listed on The Nasdaq Global Market under the symbol "GECCG" within 30 days of issuance. The interest rate and terms will be determined through negotiations with underwriters.

The company plans to use the proceeds primarily to redeem all outstanding 8.75% notes due 2028. Additional proceeds may be used to repurchase other outstanding notes (5.875% due 2026, 8.50% due 2029, and 8.125% due 2029), repay revolving credit facility borrowings, or for general corporate purposes including investments.

Lucid Capital Markets, LLC and Piper Sandler & Co. are serving as joint book-running managers, with Clear Street LLC, InspereX LLC, and Janney Montgomery Scott LLC as co-managers.

Positive

• Potential debt restructuring to optimize capital structure
• Multiple use cases for proceeds providing financial flexibility
• Strong underwriting team with established financial institutions

Negative

• New debt issuance may increase overall interest expense
• Potential dilution of existing noteholders
• Multiple layers of debt obligations indicating complex liability structure

Insights

Fixed Income Analyst

GECC's new notes offering aims to refinance existing debt with potentially lower rates, restructuring their liability profile.

Great Elm Capital Corp (GECC) has announced a public offering of unsecured notes due 2030, which will trade under the symbol "GECCG" on Nasdaq. This debt restructuring initiative appears aimed at optimizing the company's liability profile. The company explicitly plans to use proceeds to redeem all outstanding 8.75% notes due 2028, with potential additional uses including redemption of other outstanding notes: 5.875% notes due 2026, 8.50% notes due 2029, and 8.125% notes due 2029.

While the interest rate for the new 2030 notes hasn't been disclosed yet, this move suggests GECC is attempting to extend its debt maturity timeline while potentially securing more favorable interest rates in the current environment. The company is working with multiple underwriters, including Lucid Capital Markets and Piper Sandler as joint book-running managers, indicating a substantial offering.

This refinancing strategy could improve GECC's financial flexibility by pushing out debt maturities and potentially lowering interest expenses if the new notes carry a lower rate than the 8.75% notes being redeemed. However, the ultimate impact depends on the pricing of the new notes and how much existing debt they're able to refinance. This liability management approach is a standard practice among business development companies (BDCs) like GECC to optimize their capital structure and ensure continued ability to meet their investment objectives.

PALM BEACH GARDENS, Fla., Sept. 04, 2025 (GLOBE NEWSWIRE) -- Great Elm Capital Corp. (the “Company” or “GECC”) (NASDAQ: GECC) announced today the commencement of an underwritten public offering of unsecured notes due 2030 (the “Notes”). The Notes are expected to be listed on The Nasdaq Global Market under the trading symbol “GECCG,” and to trade thereon within 30 days from the original issue date. The interest rate and other terms of the Notes will be determined by negotiations between the Company and the underwriters.

The Company expects to use all or a portion of the net proceeds of this offering to redeem all of its outstanding 8.75% notes due 2028 and the remainder of the proceeds, if any, may be used (i) to redeem or repurchase all or a portion of its outstanding 5.875% notes due 2026; (ii) to repurchase all or a portion of its outstanding 8.50% notes due 2029; (iii) to repurchase all or a portion of its outstanding 8.125% notes due 2029; (iv) to repay all or a portion of any borrowings outstanding under its revolving credit facility or (v) for general corporate purposes, including making investments consistent with its investment objectives.

Lucid Capital Markets, LLC and Piper Sandler & Co. are acting as joint book-running managers for the offering. Clear Street LLC, InspereX LLC and Janney Montgomery Scott LLC are acting as co-managers for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor will there be any sale of these securities or any other securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

A registration statement on Form N-2 (No. 333-283503) relating to these securities is on file with and has been declared effective by the Securities and Exchange Commission (the “SEC”). A preliminary prospectus supplement and accompanying prospectus relating to the Notes offering will be filed with the SEC and will be available on SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus may also be obtained, when available, from:

Lucid Capital Markets, LLC
570 Lexington Ave., 40th Floor
New York, New York 10022
(646) 362-0256

Investors are advised to carefully consider the investment objectives, risks and charges and expenses of the Company before investing. The preliminary prospectus supplement and accompanying prospectus contain a description of these matters and other important information about the Company and should be read carefully before investing.

The information in this press release and the preliminary prospectus supplement is not complete and may be changed.

About Great Elm Capital Corp.

GECC is an externally managed business development company that seeks to generate current income and capital appreciation by investing in debt and income generating equity securities, including investments in specialty finance businesses and CLOs.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements include statements regarding the proposed Notes offering including the proposed terms and the expected use of proceeds thereof and the expected listing of the Notes. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “continue,” “upside,” “potential” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are: conditions in the credit markets, rising interest rates, inflationary pressure, the price of GECC common stock and the performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Media & Investor Contact:

Investor Relations
investorrelations@greatelmcap.com

Source: Great Elm Capital Corp.

FAQ

What is the purpose of GECC's 2030 unsecured notes offering?

The offering's primary purpose is to redeem outstanding 8.75% notes due 2028, with additional proceeds potentially used to repurchase other notes, repay credit facility borrowings, or for general corporate purposes.

When will GECC's new notes begin trading on Nasdaq?

The notes will trade on The Nasdaq Global Market under symbol GECCG within 30 days from the original issue date.

Who are the underwriters for GECC's 2030 notes offering?

Lucid Capital Markets, LLC and Piper Sandler & Co. are joint book-running managers, with Clear Street LLC, InspereX LLC, and Janney Montgomery Scott LLC as co-managers.

What existing notes might GECC repurchase with the offering proceeds?

GECC may repurchase its 5.875% notes due 2026, 8.50% notes due 2029, and 8.125% notes due 2029, in addition to redeeming the 8.75% notes due 2028.

How can investors access information about GECC's notes offering?

Investors can access the preliminary prospectus supplement and accompanying prospectus through the SEC website or directly from Lucid Capital Markets, LLC.