Great Elm Capital (NASDAQ: GECC) prices $50M 7.75% notes due 2030

Rhea-AI Filing Summary

Great Elm Capital Corp. is issuing $50 million of new 7.75% notes maturing on December 31, 2030. After underwriting discounts and estimated expenses, the company expects net proceeds of about $48.1 million. The notes can be redeemed at the company’s option on or after December 31, 2027, and underwriters have a 30-day option to buy up to an additional $7.5 million of notes.

The notes are expected to list on the Nasdaq Global Market under the symbol GECCG and begin trading within 30 days of the original issue date. Great Elm plans to use the proceeds primarily to redeem its outstanding 8.75% notes due 2028, with any remaining funds potentially used to redeem or repurchase other outstanding notes, repay borrowings under its revolving credit facility, or for general corporate purposes, including new investments.

Insights

Credit & capital structure analyst

GECC refinances with $50M 7.75% notes, aiming to redeem higher‑coupon debt.

Great Elm Capital Corp. has priced an underwritten public offering of $50.0 million aggregate principal amount of 7.75% notes due 2030, with expected net proceeds of about $48.1 million. The notes are callable at the company’s option on or after December 31, 2027, giving management flexibility to adjust financing if conditions change.

The company expects to use the proceeds mainly to redeem its outstanding 8.75% notes due 2028, and may also target 5.875% notes due 2026 and two series of notes bearing 8.50% and 8.125% coupons due 2029, or repay revolving credit borrowings. This indicates a focus on managing funding costs and staggering maturities, though the net impact depends on final allocations among these uses.

The notes are expected to list on the Nasdaq Global Market under the symbol GECCG and to trade within 30 days from the original issue date, which can broaden the investor base by providing exchange-traded access. The offering’s closing remains subject to customary conditions, and actual outcomes may differ due to factors such as credit market conditions and the performance of GECC’s portfolio, as highlighted in the forward‑looking statements section.

Filed Pursuant to Rule 497(a)

Registration No. 333-283503

Rule 482 ad

Great Elm Capital Corp. Prices Public Offering of $50 Million of 7.75% Notes Due 2030

September 4, 2025

PALM BEACH GARDENS, Fla., September 4, 2025 — Great Elm Capital Corp. (the “Company” or “GECC”) (NASDAQ: GECC) announced today the pricing of its underwritten public offering of $50.0 million aggregate principal amount of its 7.75% notes due 2030 (the “Notes”), which will result in net proceeds to the Company of approximately $48.1 million after payment of underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Notes will mature on December 31, 2030, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after December 31, 2027. The Company has also granted the underwriters a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of Notes to cover over-allotments, if any.

The closing of the transaction is subject to customary closing conditions, and the Notes are expected to be delivered on or about September 11, 2025. 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 Company expects to use the net proceeds from the offering to redeem all of its outstanding 8.75% notes due 2028 and the remainder of the proceeds 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.

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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 has been filed with the SEC and is available on SEC’s website located at www.sec.gov. A final 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 final prospectus supplement and accompanying prospectus may 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.

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 closing of the Notes offering, 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.

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FAQ

What securities is Great Elm Capital Corp. (GECC) offering in this transaction?

Great Elm Capital Corp. is offering $50.0 million aggregate principal amount of 7.75% notes due 2030 in an underwritten public offering, with a 30-day underwriters’ option for up to an additional $7.5 million of notes.

What net proceeds does GECC expect from the 7.75% notes due 2030 offering?

GECC expects net proceeds of approximately $48.1 million from the 7.75% notes due 2030 offering after underwriting discounts, commissions, and estimated offering expenses.

How does Great Elm Capital Corp. plan to use the proceeds from the 7.75% notes offering?

GECC expects to use the net proceeds primarily to redeem all of its outstanding 8.75% notes due 2028, with any remaining funds potentially used to redeem or repurchase 5.875% notes due 2026, 8.50% and 8.125% notes due 2029, repay borrowings under its revolving credit facility, or for general corporate purposes.

When do GECC’s new 7.75% notes mature and when are they callable?

The new 7.75% notes will mature on December 31, 2030 and may be redeemed in whole or in part at GECC’s option on or after December 31, 2027.

On which exchange will GECC’s 7.75% notes due 2030 trade and under what symbol?

The 7.75% notes due 2030 are expected to be listed on The Nasdaq Global Market under the trading symbol "GECCG" and to trade there within 30 days from the original issue date.

Who are the underwriters and managers for GECC’s 7.75% notes offering?

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

What type of company is Great Elm Capital Corp. (GECC)?

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 specialty finance businesses and CLOs.