UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 23, 2024, Great Elm Capital Corp. (the “Company”), Green SPE, LLC (“Green”) and CLO Formation JV, LLC (the “JV”) entered into an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of the JV, pursuant to which the Company owns 75% of the membership interests in the JV and Green owns 25% of the membership interests in the JV. The JV was formed to make investments in collateralized loan obligation entities and related warehouse facilities.
The foregoing description of the terms of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the LLC Agreement. The LLC Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Description | |
| 10.1*# | Amended and Restated Limited Liability Company Agreement of CLO Formation JV, LLC dated as of April 23, 2024 | |
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
* Certain portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
# Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREAT ELM CAPITAL CORP. | ||
| Date: April 24, 2024 | By: | /s/ Keri A. Davis |
| Name: | Keri A. Davis | |
| Title: | Chief Financial Officer | |