Great Elm Capital Corp. Prices Public Offering of Approximately $28.4 Million of 6.50% Notes Due 2022
14 September 2017 - 11:50AM
Great Elm Capital Corp. (NASDAQ:GECC) (the “Company”) announced
today the pricing of its public offering of approximately $28.4
million aggregate principal amount of its 6.50% notes due 2022 (the
“Notes”), which will result in net proceeds to the Company of
approximately $27.0 million after payment of underwriting discounts
and commissions and estimated offering expenses payable by the
Company.
The Notes will mature on September 18, 2022, 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 September 18, 2019. The
Notes will bear interest at a rate of 6.50% per year payable
quarterly on January 31, April 30, July 31 and October 31 of each
year, beginning October 31, 2017. The Company has also granted the
underwriters a 30-day option to purchase up to an additional
approximately $4.3 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 18, 2017. The Company intends to
apply to list the Notes on the NASDAQ Stock Market under the
trading symbol “GECCD,” and if the application is approved, expects
trading in the Notes to begin within 30 days from the original
issue date.
The Company intends to use the net proceeds from
this offering and cash on hand to redeem all of its outstanding
8.25% notes due 2020 (the “Full Circle Notes”), which currently
amount to approximately $33.6 million plus accrued and unpaid
interest. Pending the use of the net proceeds to redeem the Full
Circle Notes, the Company may invest the net proceeds of this
offering in cash, cash equivalents, U.S. Government securities and
other high-quality debt instruments that mature in one year or
less, or "temporary investments", as appropriate.
Janney Montgomery Scott LLC, Ladenburg Thalmann
& Co. Inc., a subsidiary of Ladenburg Thalmann Financial
Services Inc. (NYSEMKT:LTS), and Oppenheimer & Co. Inc. are
acting as book-running managers for the offering. William
Blair & Company, L.L.C. is acting as a co-manager 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 relating to
these securities is on file with and has been declared effective by
the Securities and Exchange Commission. The offering may be made
only by means of a prospectus, copies of which may be obtained,
when available, from:
Janney Montgomery Scott
LLC1717 Arch StreetPhiladelphia,
PA 19103Attention: Taxable Fixed Income
Department
or:
prospectus@janney.com
Investors are advised to carefully
consider the investment objectives, risks and charges and expenses
of the Company before investing. The preliminary prospectus, dated
September 12, 2017, which has been filed with the Securities
and Exchange Commission, contains a description of these matters
and other important information about the Company and should
be read carefully before investing.
About Great Elm Capital
Corp.
Great Elm Capital Corp. is an externally
managed, specialty finance company focused on investing in debt
instruments of middle market companies. GECC elected to be
regulated as a business development company under the Investment
Company Act of 1940, as amended. GECC’s investment objective is to
generate both current income and capital appreciation, while
seeking to protect against risk of permanent capital loss. GECC
focuses on special situations and catalyst-driven investments as it
seeks to generate attractive risk-adjusted returns.
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 are often,
but not always, made through the use of words or phrases such as
“believe,” “expect,” “anticipate,” “should,” “planned,” “will,”
“may,” “intend,” “estimated,” “aim,” “target,” “opportunity,”
“tentative,” “positioning,” “designed,” “create,” “seek,” “would,”
“could”, “potential,” “continue,” “ongoing,” “upside,” “increases,”
and “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 the following: conditions in the credit markets, the
price of GECC common stock, performance of GECC’s portfolio and
investment manager. Additional information concerning these and
other factors can be found in GECC’s registration statement. GECC
assumes no obligation to, and expressly disclaims any duty to,
update any forward-looking statements contained in this document 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:
Meaghan K. Mahoney Senior Vice President +1
(617) 375-3006 investorrelations@greatelmcap.com
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