Item 3.02 Unregistered Sales of Equity Securities.
On September 20, 2021, Great Elm Capital Corp. (the "Company") entered into a
Membership Interest Purchase Agreement with Lenders Funding, LLC ("LF"),
pursuant to which the Company acquired a majority equity interest in LF, a
wholesale lending and participant funding business. At the closing: (i) the
Company paid $7.25 million in cash to LF, $3.25 million of which was used to
purchase 833,333 newly issued shares of the Company's common stock at net asset
value and (ii) the Company issued 2,564,103 shares of the Company's common stock
to LF at net asset value in exchange for a promissory note in aggregate
principal amount of $10.0 million payable by LF to the Company. All of the
proceeds from the transaction were retained by LF to support the growth of the
business.
The issuance of the shares was a private placement exempt from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On September 20, 2021, the Company issued a press release in connection with the
closing of the acquisition. A copy of the press release is filed as Exhibit 99.1
to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated September 20, 2021.
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