SUMMARY
Our Company
We are a holding company seeking to acquire
assets and businesses, where our people and other assets provide a competitive advantage. We currently have four business operating segments: durable medical equipment, investment management, real estate, and general corporate.
Through our investment management business we manage a business development company, GECC, a credit-focused private
fund, Great Elm Opportunities Fund I, LP, and separate accounts for an institutional investor. The combined assets under management of these entities at December 31, 2019 was approximately $228.8 million.
In September 2018, we launched our durable medical equipment segment by acquiring two durable medical equipment businesses that specialize in the distribution
of respiratory care equipment, including positive air pressure equipment and supplies, ventilators and oxygen equipment, and also provide sleep study services.
Our real estate business, which we launched in March 2018, has a majority-interest in two Class A office buildings totaling 257,000 square feet
situated on 17 acres of land in Fort Myers, Florida (collectively, the Property). The Property is fully-leased, on a triple-net basis, to a single tenant through March 31, 2030.
The operations of our general corporate segment encompass our corporate headquarters operations, in addition to management consulting services provided to
certain of our subsidiaries.
We continue to explore other opportunities in the durable medical equipment, investment management and real estate sectors,
as well as opportunities in other areas that we believe provide attractive risk-adjusted returns on invested capital.
Our corporate headquarters is
located at 800 South Street, Suite 230, Waltham, Massachusetts 02453 and our phone number is (617) 375-3006. Our filings with the SEC are posted on our corporate website at
https://www.greatelmcap.com. The information contained in, or accessible through, our corporate website does not constitute part of this prospectus. Unwired Planet, Inc. (Unwired Planet) was originally incorporated in Delaware in 1994.
On April 30, 2012, we merged with and into Unwired Planet, and on June 15, 2016, we changed our name to Great Elm Capital Group, Inc.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to we, us, our,
GEC or the Company mean Great Elm Capital Group, Inc.
Convertible Notes Offering
On February 26, 2020, we entered into a securities purchase agreement (Securities Purchase Agreement) with the parties thereto, pursuant to
which we issued $30.0 million aggregate principal amount of Notes. The Notes bear interest at a fixed rate of 5.0% per annum, payable semiannually in arrears on June 30 and December 31 of each year, beginning on June 30, 2020.
Interest will be paid in kind or in cash at our option. The Notes will mature on February 26, 2030, unless earlier converted or repurchased.
The
Notes were sold in a private placement to certain accredited investors (collectively, the Investors) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the
Securities Act.
In connection with the execution of the Securities Purchase Agreement, we entered into a registration rights agreement (the
Registration Rights Agreement) with the Investors, pursuant to which we granted the Investors with customary registration rights with respect to the registration of the shares of (a) common stock issuable upon conversion of the
Notes and (b) common stock previously issued by us and held by the Selling Stockholders as of February 26, 2020 and remain held by such Selling Stockholders. This prospectus is being filed to satisfy our obligations under the Registration
Rights Agreement.