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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): December 16, 2024

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01211

81-2621577

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

3801 PGA Boulevard, Suite 603,

Palm Beach Gardens, FL

 

33410

(Address of Principal Executive Offices)

 

(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 8.01 Other Events
On December 16, 2024, the Board of Directors of Great Elm Capital Corp. (the “Company”) declared a special cash distribution of $0.05 per share of the Company’s common stock, par value $0.01 (the “Special Distribution”). The Special Distribution will be payable on January 15, 2025 to stockholders of record as of December 31, 2024.

Additionally, the Board of Directors of the Company approved a quarterly cash distribution of $0.37 per share for the first quarter of 2025 (the “First Quarter 2025 Distribution”). The record and payment dates for the First Quarter 2025 Distribution will be payable on March 31, 2025 to stockholders of record as of March 17, 2025.

On December 16, 2024, the Company issued a press release in connection with the Special Distribution and First Quarter 2025 Distribution. A copy of the press release is filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit

Number

Description

99.1

 

Press Release, dated December 16, 2024.

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: December 17, 2024

 

/s/ Keri A. Davis

 

 

By:

 

Keri A. Davis

 

 

Title:

 

Chief Financial Officer