Great Elm Capital (GECC) Prices $40M Notes Offering

Great Elm Capital Corp. (NASDAQ: GECC) announced today the pricing of its underwritten public offering of $40,000,000 aggregate principal amount of its 8.75% notes due 2028, which will result in net proceeds to the Company of approximately $38.2 million after payment of underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Notes will mature on September 30, 2028, 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 30, 2025. The Company has also granted the underwriters a 30-day option to purchase up to an additional $6,000,000 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 August 16, 2023. The Notes are expected to be listed on The Nasdaq Global Market under the trading symbol “GECCZ,” and to trade thereon within 30 days from the original issue date.

The Company intends to use the net proceeds from the offering, along with cash on hand, to redeem all of its outstanding 6.50% notes due 2024 and to pay related fees and expenses and for general corporate purposes. The Company may also elect to (i) redeem a portion of its outstanding 6.75% notes due 2025, (ii) redeem a portion of its outstanding 5.875% notes due 2026 or (iii) repay all or a portion of its borrowings outstanding under the Loan, Guarantee and Security Agreement, as amended, with City National Bank with proceeds of this offering.

Ladenburg Thalmann & Co. Inc., Janney Montgomery Scott LLC and Oppenheimer & Co. Inc. are acting as joint book-running managers 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 “SEC”). The offering will be made only by means of a prospectus, copies of which may be obtained, when available, from:

Ladenburg Thalmann & Co. Inc.640 5th Avenue, 4th FloorNew York, New York 10019[email protected]

Investors are advised to carefully consider the investment objectives, risks and charges and expenses of the Company before investing. The preliminary prospectus, dated August 7, 2023, which has been filed with the SEC, contains a description of these matters and other important information about the Company and should be read carefully before investing.

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