Great Elm Capital Group, Inc. Announces Issuance Of $30 Million Convertible Notes and New Board Members
27 Febrero 2020 - 6:00AM
Great Elm Capital Group, Inc. (NASDAQ: GEC, the “Company”)
announced today that on February 26, 2020, it issued $30 million in
aggregate principal of 5.00% convertible senior PIK notes, due 2030
(“the Notes”). Investors in the Notes include the Company’s largest
existing shareholders, funds managed by Imperial Capital Asset
Management, LLC (“Imperial”) and Northern Right Capital Management
LP, as well as specific members of a large alternative asset
manager investing in their individual capacities.
The Company also announced that Jason Reese,
Chairman and Chief Executive Officer of Imperial, and Eric Scheyer,
partner at Magnetar Capital, will join the Company’s Board of
Directors (the “Board”). Mr. Reese will join the Board as Executive
Co-Chairman alongside Co-Chairman Jeffrey Serota. Said Mr. Reese,
“I am excited to work closer with the GEC team to help implement
the Company’s ambitious growth plan and to create value for all
shareholders.”
“We are pleased to have completed the Notes
offering, which we expect will allow the Company to pursue
additional acquisition opportunities,” remarked Peter A. Reed,
Great Elm’s Chief Executive Officer. “We appreciate the support and
commitment of our largest shareholders. We are thrilled to further
our business affiliation with Imperial and its affiliated
businesses, which include Imperial Capital, LLC, a registered full
service broker-dealer that provides extensive investment banking
services to institutional investors. We believe Imperial Capital,
LLC’s experience, access to deal flow and expertise in capital
raising will help us accelerate the growth of our business.
Furthermore, we welcome our new investors who have extensive
relationships and considerable experience creating long-term
value.”
In connection with the new appointments to the
Board, one of the Company’s existing directors, H. Steven Wilson,
has submitted his resignation, effective February 25, 2020. Said
Mr. Reed, “We are extremely grateful for Steve’s service on the
Board. We have all benefited from his experience and insight and
wish him the best of luck in his future endeavors.”
Interest on the Notes will be payable
semiannually, in kind or in cash at the Company’s option. The Notes
may initially be converted at the investors’ option at $3.4722 per
share. The Company has the right to cause all of the outstanding
Notes to be automatically converted into shares of the Company’s
common stock, subject to certain conditions. The Notes have
substantially no restrictive covenants. Proceeds from the Notes may
be used for general corporate purposes, including funding future
acquisitions. The Company has made meaningful progress on its
pipeline of acquisition opportunities that it continues to actively
pursue.
Neither the Notes, nor any shares of the
Company’s common stock issuable upon conversion of the Notes, have
been registered under the Securities Act of 1933, as amended (the
“Securities Act”) or any state securities laws and unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy the Notes, the common
stock potentially issuable upon conversion of the Notes or any
other securities, and will not constitute an offer, solicitation or
sale in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful.
About Great Elm Capital Group,
Inc.Great Elm is a publicly-traded holding company that
seeks to build a business across three operating verticals:
Operating Companies, Investment Management and Real Estate. Great
Elm’s website can be found at www.greatelmcap.com.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995Statements in this
press release that are “forward-looking” statements involve risks
and uncertainties that may individually or collectively impact the
matters described herein. These forward-looking statements include,
without limitation, our ability to pursue additional acquisition
activities and the impact of Imperial Capital, LLC’s experience,
access to deal flow and expertise in raising capital on the growth
of our business. Investors are cautioned not to place undue
reliance on any such forward-looking statements, which speak only
as of the date they are made and represent GEC’s assumptions and
expectations in light of currently available information. These
statements involve risks, variables and uncertainties, and GEC’s
actual performance results may differ from those projected, and any
such differences may be material. For information on certain
factors that could cause actual events or results to differ
materially from GEC’s expectations, please see GEC’s filings with
the SEC, including its most recent annual report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K. Additional information
relating to GEC’s financial position and results of operations is
also contained in GEC’s annual and quarterly reports filed with the
SEC and available for download at its website www.greatelmcap.com
or at the SEC website www.sec.gov.
Media & Investor
Contact:
Investor Relations+1 (617)
375-3006investorrelations@greatelmcap.com
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