Full Circle Capital Corporation (“Full Circle”) will merge with Great Elm Capital Corp. (“GECC”), a newly formed entity with approximately $120 million in net assets (“Contributed Assets”), and formed by MAST Capital Management, LLC (“MAST”) and its affiliated funds, and Great Elm Capital Group, Inc. (“Great Elm”)
The surviving combined entity, Great Elm Capital Corp., will elect to be regulated as a BDC and will apply for listing on NASDAQ under the symbol “GECC”
Enhanced Scale: the transaction more than doubles current net assets of Full Circle – from approximately $81 million to over $190 million (2)
Confirmed NAV: the transaction values Full Circle’s common stock at 100% of NAV
Liquidity: share for share exchange net of $0.22 per share special cash distribution to Full Circle stockholders, paid immediately prior to the merger and representing 8.1% of closing stock price of $2.71 as of June 23, 2016
Post Closing Support: up to $15 million 10b5-1 share repurchase program at 90% of NAV or below (subject to certain limitations, see slide 10)
Experienced New Manager: 14 year institutional track record in special situations / proprietary private debt opportunities
Differentiated Go-Forward Investment Strategy focused on:
— Yield plus capital appreciation on instruments trading in the market
— Capitalizing on opportunity to source middle-market value credit opportunities
— Providing growth capital
Stable Base Distribution with Upside: Pro Forma NII annual cash distribution yield expected to be targeted at 9% of NAV (3)
Manager Alignment of Interest: Great Elm Capital Management, Inc. (“New Manager”) significantly aligned with all stockholders through its parent’s approximately 15% ownership in GECC
30 million in cash for a 15% stake in a newly merged BDC called..... Great Elm Capital Corp.
The parent of Great Elm Capital Management, Inc. will own approximately 15% of the outstanding shares, on a pro-forma basis;...the parent seems to be GEC. What is unclear to me is if the management fee of 1.5% of gross assets(200M), paid to Great Elm Capital Management, Inc, will go to GEC as revenue. There was no press release on this deal, as of yet.
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Based on the last 10 years+ of the liars that decimated this company, none of the management should be trusted, past or present. Now the existing shareholders have little choice but to see what the new BOD will do, at least they have skin in the game. Few shareholders invested in this company to own an investment firm. But at least they are still operating with some potential. Time will tell but the PPS is so low they would have to be a major failure to not make some upside improvement. I will hold and see.
The question is do you trust them.They have dual position on the capital structure..a potential conflict of interest. Also, what is there investment track record and talent. The NOLs are only useful if your good at making money. Very sad ending for Openwave, the patent initiative was way too slow and too expensive. There was a sea change unfolding in IP, as the bigs decided on a scorched earth policy on patent litigation/licensing....very effective. I hope Great Elm hits on something big, as this now a VC/private equity type investment.
If is material, then they have a max of five days to release the underlying information, or they run afoul of Reg FD. So, presumably it's a yawner or else this "new" company is about to get off to a really bad start in breaking securities laws.
Item 8.01 Other Events
On June 15, 2016, summary judgment was entered in the registrant’s favor in Unwired Planet, Inc. v. Microsoft Corporation , in the United States District Court for the District of Delaware (Civil Case 14-967-SLR). Microsoft, the losing party, may appeal this decision.
you are so right. What happens with this company,- absolutely no news. Not even a PR with the win against Microsoft. What does this win mean,- will the money go to GEC or will they follow Optis ? And what is the amount ?
UPIP is now Great Elm Capital (6-17)... incompetent self-serving management squandered $1 billion + in potential and destroyed a company that was the "inventor" of the mobile internet. They burned through and wasted 100s millions in cash and equity. This company has a long history of incompetent management. Hopefully, there is a special place in HELL for all of them.
GEC is a life line that at least will salvage some equity and the NOLs... could eventually develop into a viable business.
put "Mast Capital" in mix along with Levine & Feld, the want to get "theirs"
it has been a (team-effort) with soiled affairs taking away Investors equity/assets ..Almost there!
You both qualified to wipeout 90 % (OPWV/UPIP) Investors equity , now come back to finish off job.
you know taking Investors $$money from your manipulations while in service as (CEO/COB) finish up!
I agree totally. Seems like the BOD is having a game plan in their own interest and the the shareholders. Surprised with the strong support at 7$, seems someone is grabbing all the shares they can, and with the rise yesterday something is up... ? Can a big buyer like Samsung/Huawei acquire the shares and reject the patent sale ?
Not impressed looking at there 2 biggest holdings, both dogs. So whats there game plan? Is there a conflict of interest, with there dual position on the capital structure. Can they get the company delisted? Will they attempt to take it private? Can they retain the NOLs, on change of control? Carl Ichan did it at XO comm, but he had more than 50% of the stock. Just wondering what there up to, and if we should trust them. Ichan proved to me that you don't trust anyone who controls the BOD and may have a diff end game, than other shareholders.
Correct on ALL counts...question is...who do we find to file Class Action...this is "Poster Boy" case for Wall St chicanery at its best!!