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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 |
