Great Elm Capital Corp. GECC

election_required = True...der (as defined below) who: • properly tenders and does not properly withdraw all Shares owned by the Odd Lot Holder at or below the Purchase Price (tenders of less than all of the Shares owned by an Odd Lot Holder will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal or, in the case of a book-entry transfer, an Agent’s Message (as defined below), and, if applicable, in the Notice of Guaranteed Delivery (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee for such completion or Agent’s Message); and • Second, subject to the c...

expiry = 2017-05-05...Purchase up to $10,000,000 in Cash of Shares of its Common Stock at a Purchase Price Not Greater than $12.17 per Share Nor Less than $11.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 5, 2017, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Great Elm Capital Corp., a Maryland corporation (“GECC,” “we” or “us”), is offering to purchase for cash up to $10 million of its shares...

listed = True...rs promptly following the Expiration Date. See Section 3. The Offer is not conditioned upon obtaining financing or any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Section 7. The Shares are listed on The NASDAQ Global Market (“Nasdaq”) and trade under the symbol “GECC.” On March 29, 2017, the last full trading day prior to the announcement of the Offer, the reported closing price of the Shares on Nasdaq was $11.02 per Share. You are urged to obtain current market quotations for the Shares before deciding whether, and at what price or prices, to tender your Sh...

mechanism = DUTCH...10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to facilitate purchases of Shares. See Section 2. 3. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer by means of a modified “Dutch auction” to purchase for cash up to $10 million of Shares, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not greater than $12.17 per Share nor less than $11.50 per Share, or (ii) Purchase Price Tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, up...

mechanism = DUTCH...ngs Release and Conference Call Boston, May 8, 2017 – Great Elm Capital Corp. (NASDAQ: GECC, the “Company”) today announced results from its self-tender offer, as well as the timing of its first quarter 2017 earnings release and conference call. The Company’s modified “Dutch auction” self-tender offer expired at 5:00 p.m., New York City time, on May 5, 2017. In accordance with the previously announced self-tender offer to purchase for cash up to $10 million of its common stock outstanding, the Company expects to repurchase 869,565 shares, representing 6.94 percent of its outstanding shares, for payment on or about M...

mechanism = DUTCH...e extent specifically provided herein. Item 11. Additional Information. Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text: Great Elm Capital Corp. (the “Company”) finalized the calculations under its modified “Dutch auction” self-tender offer that expired at 5:00 p.m., New York City time, on May 5, 2017. In accordance with the previously announced self-tender offer to purchase for cash up to $10 million of its common stock outstanding, the Company expects to repurchase 869,565 shares, representing 6.94 percent of its outstanding shares, for payment on or ab...

must_tender_all = True...y a particular stockholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered must have properly tendered all of their Shares at or below the Purchase Price. 7. Conditions of the Offer. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of or the payment for Shares tendered, su...

price = USD 12.17...nd in the related Letter of Transmittal (“Letter of Transmittal,” which together, as each may be amended or supplemented from time to time, constitute the “Offer”). At the maximum purchase price of $12.17 per Share, subject to any increase we may later make (subject to applicable law), we could purchase up to 821,692 Shares if the Offer is fully subscribed, which would represent approximately 6.5% of our issued and outstanding Sha...

price = USD 11.5...hare based on the December 31, 2016 NAV per share. A total of 7,514,919 shares, including 150,837 shares through notice of guaranteed delivery, were properly tendered at the final purchase price of $11.50 per share and not withdrawn by May 5, 2017, the final date for withdrawals. Therefore, on a pro-rated basis, approximately 11.4 percent of the shares tendered by each tendering stockholder have been accepted for payment. The numb...

price = USD 11.5...hare based on the December 31, 2016 NAV per share. A total of 7,518,408 shares, including 144,326 shares through notice of guaranteed delivery, were properly tendered at the final purchase price of $11.50 per share and not withdrawn by May 5, 2017, the final date for withdrawals. Therefore, on a pro-rated basis, approximately 11.4 percent of the shares tendered by each tendering stockholder have been accepted for payment. The Comp...

priority = True...r Share (the minimum purchase price under the Offer) and stockholders properly tendering Shares pursuant to Purchase Price Tenders can reasonably expect to have Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to the provisions relating to “odd lot” priority, if any, proration and conditional tender). However, your election or the election of other stockholders to tender Shares pursuant to Auction Tenders or Purchase Price Tenders could result in the Purchase Price being lower and could result in your Shares being purchased at the minimum price in the Offer. The Offer is not being made to, n...

threshold = 100...e do so, the preceding provisions will apply to the greater total number of Shares. Odd Lots. The term “Odd Lots” means all Shares properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person who owned a total of fewer than 100 Shares and so certified (or, in the case of a beneficial owner, arranges with the owner’s broker, dealer, commercial bank, trust company or other nominee to so certify) in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (such tendering person, an “Odd Lot Holder”). To qualify for this...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d374122dex99a1a.htm EX-(A)(1)(A) EX-(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase up to $10,000,000 in Cash of Shares of its Common Stock at a Purchase Price Not Greater than $12.17 per Share Nor Less than $11.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 5, 2017, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPI...

txn_type = TENDER_OFFER...r, as well as the timing of its first quarter 2017 earnings release and conference call. The Company’s modified “Dutch auction” self-tender offer expired at 5:00 p.m., New York City time, on May 5, 2017. In accordance with the previously announced self-tender offer to purchase for cash up to $10 million of its common stock outstanding, the Company expects to repurchase 869,565 shares, representing 6.94 percent of its outstanding shares, for payment on or about May 10, 2017 at a price of $11.50 per share on a pro rata basis, except for tenders of odd lots, which will be accepted in full, for a total cost of app...

txn_type = TENDER_OFFER...mes Square New York, New York 10036-6522 (212) 735-3000 CALCULATION OF FILING FEE Transaction Valuation(1) Amount of Filing Fee(2) $10,000,000 $1,159 (1) Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to $10,000,000 in cash of common stock, par value of $0.01 per share, of Great Elm Capital Corp., representing up to 869,565 shares at the minimum tender offer price of $11.50 per share. (2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $115.90 per m...

expired_on = 2017-05-05...amended and supplemented by adding at the end thereof the following text: Great Elm Capital Corp. (the “Company”) finalized the calculations under its modified “Dutch auction” self-tender offer that expired at 5:00 p.m., New York City time, on May 5, 2017. In accordance with the previously announced self-tender offer to purchase for cash up to $10 million of its common stock outstanding, the Company expects to repurchase 869,565 shares, representing 6.94 percent of its outstanding shares, for payment on or about May 12, 2017 at a...

final_price = 11.5...% of net asset value per share based on the December 31, 2016 NAV per share. A total of 7,518,408 shares, including 144,326 shares through notice of guaranteed delivery, were properly tendered at the final purchase price of $11.50 per share and not withdrawn by May 5, 2017, the final date for withdrawals. Therefore, on a pro-rated basis, approximately 11.4 percent of the shares tendered by each tendering stockholder have been accepted for payment. The Company will fund the repurchase of common stock using a portion...

tendered = 144326...roximately 9.7 percent. The purchase price of properly tendered shares represents 85% of net asset value per share based on the December 31, 2016 NAV per share. A total of 7,518,408 shares, including 144,326 shares through notice of guaranteed delivery, were properly tendered at the final purchase price of $11.50 per share and not withdrawn by May 5, 2017, the final date for withdrawals. Therefore, on a pro-rated basis, approximately 11.4 percent of the shares tendered by each tendering stockholder have been accepted for payment. The Company will fun...