Full Circle Capital Corporation (“Full Circle”) (NASDAQ:FULL) today
announced that its stockholders have approved its merger (the
"Merger") with Great Elm Capital Corporation (“Great Elm”).
Approximately 84% of the votes cast by Full Circle’s stockholders
were in favor of the Merger. The Merger is expected to become
effective on November 3, 2016.
“We are excited to enter into this next chapter
and thank Full Circle stockholders for their considerable support
for the merger,” said Peter A. Reed, Chief Executive Officer of
Great Elm. “We are ready to utilize our significant experience
in middle market credit investing as we seek to generate both
capital appreciation and interest income over the long-term and to
deliver a sustainable regular distribution to our
stockholders.”
“We want to thank our stockholders for their
support, and we look forward to completing the merger with Great
Elm,” said Gregg J. Felton, Chief Executive Officer of Full
Circle.
When the Merger becomes effective, Full Circle’s
stockholders will be entitled to receive a special cash
distribution of $0.24 per share, and each outstanding share of Full
Circle common stock will be converted into the right to receive
0.2219 of a share of Great Elm common stock. Great Elm
intends to begin making monthly distributions to its stockholders
beginning in the second full calendar month after the completion of
the Merger. Following the Merger, Great Elm’s shares of
common stock will trade on NASDAQ under the ticker symbol
“GECC”.
Houlihan Lokey served as exclusive financial
advisor to the special committee of Full Circle’s board of
directors. Clifford Chance US LLP advised the special
committee, and Sutherland Asbill & Brennan LLP is counsel to
Full Circle.
Skadden, Arps, Slate, Meagher & Flom LLP,
Schulte Roth & Zabel LLP and Akin Gump Strauss Hauer & Feld
LLP are legal counsel for the acquisition group.
About Full Circle Capital
Corporation
Full Circle Capital Corporation
(www.fccapital.com) is a closed-end investment company that has
elected to be treated as a business development company under the
Investment Company Act of 1940. Full Circle lends to and invests in
senior secured loans and, to a lesser extent, mezzanine loans and
equity securities issued by lower middle-market companies that
operate in a diverse range of industries. For additional
information visit Full Circle’s website www.fccapital.com.
About MAST Capital
Management
Founded in 2002, MAST Capital Management, LLC
("MAST") is an SEC-registered investment adviser that specializes
in event-driven and credit investments, focusing predominantly on
middle market opportunities. Currently, MAST manages and
sub-advises approximately $900 million for sophisticated
institutional and family office investors globally. The
Boston-based firm is employee-owned with a minority stake held by
Dyal Capital Partners, a subsidiary of Neuberger Berman.
About Great Elm Capital Group,
Inc.
Great Elm Capital Group ("GECG") is a NASDAQ
listed holding company headquartered in Boston, Massachusetts.
Additional information about GECG is available on its website
at www.greatelmcap.com.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this communication
regarding the proposed merger and the business of the combined
company including statements regarding the expected timetable for
completing the Merger, benefits of the transaction, statements
regarding the combined company, its investment plans, policies and
expected results and any other statements regarding Full Circle’s,
MAST’s, GECG's and the combined company’s expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance 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: the timing to consummate the proposed
transactions; the risk that a condition to closing the proposed
transactions may not be satisfied; the failure to receive, on a
timely basis or otherwise, the required approvals by Full Circle
and Full Circle’s stockholders, governmental or regulatory agencies
and third parties; the combined company’s ability to achieve the
synergies, recurring net investment income and value creation
contemplated by the proposed transactions; uncertainty as to
whether the combined company will be able to perform as well as
funds managed by MAST; uncertainty as to the integration,
prospects, distributions and investment performance of the combined
company; the ability of each company to retain its senior
executives and maintain relationships with business partners
pending consummation of the Merger; the impact of legislative,
regulatory and competitive changes; and the diversion of management
time on transaction-related issues. There can be no assurance that
the Merger will in fact be consummated. Additional information
concerning these and other factors can be found in Great Elm's
registration statement and proxy/prospectus as well as in Full
Circle’s and GECG’s respective filings with the SEC, including
GECG's (filed as Unwired Planet’s) April 2016 proxy statement. Each
of Full Circle, MAST, GECG and Great Elm assume no obligation to,
and expressly disclaim 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.
Full Circle Company Contact:
Gregg J. Felton, President and Chief Executive Officer
Michael J. Sell, Chief Financial Officer, Treasurer and Secretary
Full Circle Capital Corporation
(203) 900-2100
info@fccapital.com
MAST Capital/Great Elm Capital Group, Inc. Contact:
Meaghan K. Mahoney, Partner
MAST Capital Management, LLC
(617) 375-3000
investorrelations@mastcapllc.com
Full Circle IR Contacts:
Garrett Edson/Brad Cohen
ICR, LLC
(203) 682-8200
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