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

Rhea-AI Filing Summary

Great Elm Capital Corp. issued $50,000,000 aggregate principal amount of 7.75% notes due 2030, with up to an additional $7,500,000 available through an underwriters’ over-allotment option that expires on October 4, 2025. The notes are unsecured, bear interest at 7.75% per year, pay quarterly starting December 31, 2025, and are callable at par on or after December 31, 2027. The company received approximately $48.1 million in net proceeds at closing, or about $55.4 million if the over-allotment is fully exercised, and expects to use these funds primarily to redeem its outstanding 8.75% notes due 2028 and potentially to redeem or repurchase other existing notes, repay borrowings under its credit facility, or for general corporate purposes.

Insights

Credit and capital structure analyst

GECC raises $50M in 7.75% 2030 notes to refinance costlier debt.

Great Elm Capital Corp. has issued $50,000,000 of 7.75% notes due 2030, with an additional $7,500,000 potentially issuable under an over-allotment option expiring on October 4, 2025. The notes are unsecured, pay 7.75% interest quarterly starting December 31, 2025, and become callable at par on or after December 31, 2027, giving the company medium-term flexibility.

The company reports net proceeds of approximately $48.1 million, or about $55.4 million if the over-allotment is fully exercised. It expects to use the cash mainly to redeem its outstanding 8.75% notes due 2028 and may also redeem or repurchase 5.875% notes due 2026, 8.50% notes due 2029, 8.125% notes due 2029, repay borrowings under its loan agreement with City National Bank, or fund general corporate purposes.

From a credit perspective, this represents a refinancing and term extension of the debt stack using the company’s shelf registration. The net effect on leverage and interest expense will depend on the mix of redemptions and repayments the company ultimately executes among its various note issues and credit facility.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2025

____________________________

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

____________________________

Maryland (State or Other Jurisdiction of Incorporation)	814-01211 (Commission File Number)	81-2621577 (IRS Employer Identification No.)
3801 PGA Blvd., Suite 603 Palm Beach Gardens, Florida (Address of Principal Executive Offices)		33410  (Zip Code)

____________________________

Registrant’s Telephone Number, Including Area Code: (617) 375-3006

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	GECC	Nasdaq Global Market
5.875% Notes due 2026	GECCO	Nasdaq Global Market
8.75% Notes due 2028	GECCZ	Nasdaq Global Market
8.50% Notes due 2029	GECCI	Nasdaq Global Market
8.125% Notes due 2029	GECCH	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 11, 2025, Great Elm Capital Corp. (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”), entered into an eighth supplemental indenture (the “Eighth Supplemental Indenture”) to the indenture, dated September 18, 2017, between the Company and the Trustee (as supplemented by the Eighth Supplemental Indenture, the “Indenture”). The Eighth Supplemental Indenture relates to the Company’s issuance of $50,000,000 million aggregate principal amount of 7.75% notes due 2030 (the “Notes”) on the date hereof, plus up to an additional $7,500,000 million aggregate principal amount of the Notes that may be issued in the future pursuant to the underwriters’ exercise of an over-allotment option (the “Offering”). The underwriters’ over-allotment option expires at 11:59 p.m. on October 4, 2025.

The Notes will mature on December 31, 2030 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 December 31, 2027 at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption. The Notes bear interest at a rate of 7.75% per year payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2025. The Notes are direct unsecured obligations of the Company.

The terms of the Notes are governed by the Indenture. The Indenture contains certain covenants, including covenants requiring the Company to comply with Sections 18(a)(1)(A) and (B) as modified by Sections 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. The Indenture also provides that the Company may not consolidate with or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any person, unless certain specified conditions set forth in Section 801 of the Indenture are satisfied. These and other covenants are subject to certain limitations and exceptions that are described in the Indenture.

The Company received net proceeds from the Offering, after payment of underwriting discounts and commissions and estimated offering expenses payable by the Company, of approximately $48.1 million (or approximately $55.4 million if the underwriters exercise their over-allotment option in full). 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 the Loan, Guarantee and Security Agreement, as amended, with City National Bank or (v) for general corporate purposes, including making investments consistent with its investment objectives.

The Notes were offered and sold pursuant to the Company’s effective shelf registration statement on Form N-2 (including a prospectus) (File No. 333-283503), as amended, as supplemented by a preliminary prospectus supplement dated September 4, 2025, the pricing term sheet dated September 4, 2025 and a final prospectus supplement dated September 4, 2025. The Offering closed on September 11, 2025.

The foregoing descriptions of the terms of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to their full text. The Eighth Supplemental Indenture and the Notes are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Eighth Supplemental Indenture, dated as of September 11, 2025, between Great Elm Capital Corp. and Equiniti Trust Company, LLC, as Trustee.
4.2		Form of Global Note representing the Company’s 7.75% Notes due 2030 (included in Exhibit 4.1).
5.1		Opinion of Davis Polk & Wardwell LLP
5.2		Opinion of Venable LLP
104		The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREAT ELM CAPITAL CORP.
Date: September 11, 2025	By:	/s/ Keri A. Davis
	Name:	Keri A. Davis
	Title:	Chief Financial Officer

FAQ

What did Great Elm Capital Corp. (GECC) announce in this 8-K?

Great Elm Capital Corp. disclosed that it entered into an eighth supplemental indenture and issued $50,000,000 of 7.75% notes due 2030, with up to an additional $7,500,000 available under an underwriters’ over-allotment option.

What are the key terms of GECC’s new 7.75% notes due 2030?

The notes are unsecured obligations of GECC, bear interest at 7.75% per year, pay interest quarterly on March 31, June 30, September 30 and December 31, starting December 31, 2025, and mature on December 31, 2030. They are callable at 100% of principal plus accrued interest on or after December 31, 2027.

How much cash did GECC receive from the 7.75% notes offering?

GECC reports net proceeds of approximately $48.1 million after underwriting discounts, commissions and estimated expenses, or about $55.4 million if the underwriters’ over-allotment option is exercised in full.

How does GECC 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. Any remaining proceeds may be used to redeem or repurchase portions of its 5.875% notes due 2026, 8.50% notes due 2029, 8.125% notes due 2029, to repay borrowings under its loan agreement with City National Bank, or for general corporate purposes, including making investments.

Under what indenture are GECC’s new 7.75% notes due 2030 issued?

The notes are issued under an eighth supplemental indenture dated September 11, 2025, which supplements the original indenture dated September 18, 2017 between GECC and Equiniti Trust Company, LLC, as trustee.

What covenants apply to GECC’s new 7.75% notes due 2030?

The indenture includes covenants requiring GECC to comply with specified provisions of the Investment Company Act of 1940, to provide financial information if it ceases to be an Exchange Act reporting company, and to meet conditions before consolidating, merging, or transferring substantially all assets.

How were GECC’s 7.75% notes due 2030 offered to investors?

The notes were offered and sold under GECC’s effective Form N-2 shelf registration statement (File No. 333-283503), as amended, using a prospectus and prospectus supplements, including a preliminary and final prospectus supplement dated September 4, 2025. The offering closed on September 11, 2025.