gecc-8k_20170426.htm

Amendment No. 1
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

GREAT ELM CAPITAL CORP.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Great Elm Capital Corp.
200 Clarendon Street, 51^st Floor
Boston, MA 02116
(617) 375-3006
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

Michael J. Schwartz
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the U.S. Securities and Exchange Commission by Great Elm Capital Corp., a Maryland limited liability company (the “Company”), on April 6, 2016, in connection with the offer by the Company to purchase for cash up to $10,000,000 of its shares of common stock, par value $0.01 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not greater than $12.17 per Share nor less than $11.50 per Share or (ii) purchase price tenders pursuant to which shareholders indicate they are willing to sell their Shares to the Company at the purchase price determined in the offer, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated April 5, 2016 (the “Offer to Purchase”), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Tender Offer”), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(B), and is being filed solely to incorporate into the Schedule TO certain information as set forth below.

Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:

Set forth below is a preliminary estimate of the registrant’s net asset value per share as of March 31, 2017 and a preliminary estimate of the registrant’s net investment income per share for the three months ended March 31, 2017.

The following estimates are not a comprehensive statement of the registrant’s financial condition or results for the three months ended March 31, 2017. Actual results for the three months ended March 31, 2017 may differ materially from these estimates, which are given only as of the date of this filing, as a result of the completion of the registrant’s financial closing procedures, final adjustments, review by the registrant’s audit committee and independent registered public accounting firm, and other developments, including changes in the businesses in which the registrant has made investments, which may arise between now and the time that the registrant’s financial results as of and for the three months ended March 31, 2017 are finalized. This information is inherently uncertain.

As of the date of this filing, the registrant currently expects that net investment income per share was between $0.30 and $0.34 for the three months ended March 31, 2017.

As of the date of this filing, the registrant estimates that its net asset value per share as of March 31, 2017 was between $13.52 and $13.60.

The per share information presented above is based on approximately 12.5 million shares that were outstanding as of March 31, 2017 and approximately 12.6 million weighted average shares outstanding for the three months ended March 31, 2017.

The estimates presented above are based on management's preliminary determinations only and, consequently, the data set forth in the registrant's Form 10-Q for the three months ended March 31, 2017 may differ from these estimates, and any such differences may be material. For example, estimated net asset value per share is based on the value of the registrant's total assets, including the registrant's investments (some of which are not publicly traded or whose market prices are not readily available, the fair value of which is determined by the registrant’s board of directors in good faith). The fair value of such investments have not yet been determined by the registrant’s board of directors or reviewed by its audit committee and the actual fair value of such investments, when determined by the registrant’s board of directors, may be materially different than the estimates reported herein. In addition, the information presented above does not include all of the information regarding the registrant’s financial condition and results of operations as of and for the three months ended March 31, 2017 that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above and should view this information in the context of the registrant's full first quarter results when such results are disclosed by the registrant in its Form 10-Q for the period ended March 31, 2017. The information presented above is based on current management expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. The registrant assumes no duty to update these preliminary estimates except as required by law.

The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Exhibit No.		Description

(a)(1)(A)*		Offer to Purchase, dated April 5, 2017.

(a)(1)(B)*		Letter of Transmittal.

(a)(1)(C)*		Notice of Guaranteed Delivery.

(a)(1)(D)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated April 5, 2017.

(a)(1)(E)*		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated April 5, 2017.

(a)(2)		None.

(a)(3)		Not applicable.

(a)(4)		Not applicable.

(a)(5)(A)		Press release announcing intention to commence the Tender Offer, dated March 29, 2017 (incorporated by reference to Exhibit 99.4 to the Form 8-K filed March 30, 2017).

(a)(5)(B)*		Press release announcing commencement of the Tender Offer, dated April 5, 2017.

(a)(5)(C)		Conference call script, dated March 29, 2017 (incorporated by reference to the Schedule TO-C filed on March 30, 2017).

(a)(5)(D)		Presentation dated March 29, 2017 (incorporated by reference to Exhibit 99.2 to the Form 8-K filed March 30, 2017).

(b)		None.

(d)(1)		Investment Management Agreement, dated as of September 27, 2016, by and between Great Elm Capital Corp. and Great Elm Capital Management, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 7, 2016).

(d)(2)		Agreement and Plan of Merger, dated as of June 23, 2016, by and between Full Circle Capital Corporation (“Full Circle”) and Great Elm Capital Corp. (incorporated by reference to the Rule 425 filing on June 27, 2016).

(d)(3)		Subscription Agreement, dated as of June 23, 2016, by and among Great Elm Capital Corp., Great Elm Capital Group, Inc. and the investment funds signatory thereto (incorporated by reference to the Rule 425 filing on June 27, 2016).

(d)(4)		Amended and Restated Registration Rights Agreement, dated as of November 4, 2016, by and among Great Elm Capital Corp. and the holders named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on November 7, 2016).

(d)(5)		Administration Agreement, dated as of September 27, 2016, by and between Great Elm Capital Corp. and GECM (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on November 7, 2016).

(d)(6)		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on November 7, 2016).

(g)		None.

Transaction Valuation⁽¹⁾	Amount of Filing Fee⁽²⁾
$10,000,000	$1,159


	GREAT ELM CAPITAL CORP.

	By:	/s/ Peter A. Reed
		Name: Peter A. Reed
		Title: Chief Executive Officer


(h)		None.