Great Elm Capital Group Inc (GECC)

[whytestocks]

BREAKING NEWS: $GEC Great Elm Capital Group, Inc. Reports First Fiscal Quarter 2021 Financial Results

DME fiscal Q1 revenue grew 10.4% year-over-year and 5.0% sequentially highlighting the business’ ability to grow despite the negative impact from COVID-19 on new equipment rental set-ups DME fiscal Q1 net loss of $0.5 million improved from a net loss of $0.8 million year-over...

Read the whole news GEC - Great Elm Capital Group, Inc. Reports First Fiscal Quarter 2021 Financial Results

[sweet crude]

Breakout above 20-day trendline

GEC breaking out above 20-day moving average, which is around 1.80

Break that and could quick run to 2.50+
http://schrts.co/XqYpjivy

[sweet crude]

GEC respiratory care equipment

It distributes respiratory care equipment, including positive air pressure equipment and supplies, ventilators and oxygen equipment,
https://finance.yahoo.com/quote/GEC/profile?p=GEC

Ventilators will be needed big time in rural US

[koolmc]

check the spread easy to push it up

[yankees18]

This can go

[sweet crude]

GEC = ventilators for coronavirus

The Valley Healthcare Group family of companies is a leader in durable medical equipment. We provide a comprehensive approach to treatment of respiratory disorders by offering a wide range of respiratory equipment. In the pursuit of excellence, we foster an environment of teamwork through partnership and coordination with local specialists and referring physicians.
https://www.valleyrespiratory.com/

[Tonyboons33]

People still following this company? Haven't seen a post in a while. GECC has a phenomenal divided.

[Huffalo]

This company looks interesting, Does anyone have any back history or fraud alerts to speak of? I am getting a Berkshire chill up my spine from it. I need to start diversifying in diversification myself.

[Enterprising Investor]

Great Elm Capital Group, Inc. Enters Into Agreement to Establish Operating and Governance Independence (9/18/17)

• Names Peter Reed CEO of Great Elm Capital Group

• Significantly Reduces Debt Obligations

• Terminates Ongoing Requirements to Provide Services to MAST Capital

WALTHAM, Mass. and BOSTON, Sept. 18, 2017 (GLOBE NEWSWIRE) -- Great Elm Capital Group, Inc. (NASDAQ:GEC) ("Great Elm") and MAST Capital Management, LLC ("MAST") announced today that they entered into a number of agreements. Great Elm, MAST, Northern Right Capital Management, L.P. ("Northern Right") and other parties entered into a series of agreements that facilitate Great Elm's transition to an independent operating entity and align value creation with stockholders. Great Elm Capital Management, Inc. ("GECM") was formed in 2016 through a series of transactions that initially shared services with MAST under a cost sharing agreement with MAST. As Great Elm's strategy has developed and its strategic plan became more defined, the parties determined that such arrangements are no longer mutually beneficial. A copy of the agreements will be filed with the Securities and Exchange Commission and should be read carefully in their entirety.

The agreements effect a full separation of Great Elm's business from MAST. Highlights of these agreements include:

•Peter A. Reed will assume the position of CEO of Great Elm in addition to his role as CIO of GECM. Mr. Reed was elected by MAST to serve on Great Elm's board in 2015, led the formation of GECM and associated transactions and has a 13-year track record of leading investments in equity and debt instruments of leveraged companies;

•Great Elm will no longer provide services to MAST, including shared investment management, legal and compliance personnel and office space;

•All employees, including Peter Reed and Adam Kleinman, are no longer employees of MAST. Great Elm's executives, business development and investment personnel will focus 100% of their professional efforts on Great Elm's businesses;

•The principal of the note issued by a Great Elm subsidiary to MAST was reduced by $7.3 million;

•220,000 shares of Great Elm common stock were retired;

•The parties terminated their cost sharing agreement; and

•Jeffrey Serota was elected chairman of Great Elm's Board of Directors.

"Establishing independence from MAST will allow our team to focus on our mission of growing our investment management business, as well as to consider acquisitions of other assets and businesses. We are extremely excited to continue our efforts of utilizing our advantaged balance sheet to drive shareholder value," said Mr. Reed.

As part of the transaction, MAST has the right to purchase from Great Elm an additional 420,000 shares of Great Elm common stock at market prices. David Steinberg, founding partner of MAST, said, "As the largest stockholder of Great Elm, MAST looks forward to the Great Elm board guiding the company with a focus on value creation."

Northern Right, a recent 4.9% stockholder of Great Elm, has recommended additional shareholder alignment. Great Elm and Northern Right agreed to:
•an additional investment by Northern Right in up to 1,266,000 shares of Great Elm's common stock from Great Elm; and
•the appointment of Matthew A. Drapkin to Great Elm's nominating and corporate governance committee and its compensation committee.

Now fully separate from MAST, Great Elm executed a cost reduction program for its investment management team, including downsizing and reducing fixed cash compensation by $1.5 million and tying incremental compensation to EBITDA targets.

As part of the agreements, MAST and their respective affiliates entered into a standstill and voting agreement.

About Great Elm Capital Group

Great Elm Capital Group, Inc. (NASDAQ:GEC) is a holding company that is actively seeking acquisitions and, through its subsidiaries, conducts an investment management business focused on leveraged finance. Great Elm Capital Group's website at greatelmcap.com.

http://www.nasdaq.com/press-release/great-elm-capital-group-inc-enters-into-agreement-to-establish-operating-and-governance-independence-20170918-01239

[Enterprising Investor]

Backstop investors provided only $3 million in gross proceeds against a $33.6 million commitment.

[Enterprising Investor]

Rights Offering Completed (12/28/16)

Great Elm's common stock has returned to being listed on the NASDAQ Global Select Market under the symbol “GEC” and the symbols “GECX” and “GECXU” are no longer in use.

On 12/27/16, per the Amended and Restated Backstop Investment Agreement, GEC sold an aggregate of 912,513 shares of its common stock to the investors under the Backstop Agreement resulting in gross proceeds to the registrant of approximately $3 million.

Officers and directors and their related parties purchased an aggregate of 117,000 shares in the backstop for an aggregate purchase price of approximately $0.3 million.

On 12/23/16, the rights offering expired. $29.7 million of basic subscription privileges and $12.4 million of over-subscription privileges were exercised resulting in the issuance of 9.1 million shares of the common stock and net proceeds of approximately $39.6 million. After the rights offering and issuance of shares to the backstop providers, GEC expects to have approximately 24.1 shares of its common stock outstanding. These amounts are subject to adjustment for guaranteed deliveries.

https://www.sec.gov/Archives/edgar/data/1082506/000119312516805045/d310024d8k.htm

[Enterprising Investor]

Revised Rights Offering (11/22/16)

GEC will issue rights to holders as of the close of business on 11/23/16 to subscribe for an aggregate of up to 13,700,465 shares of common stock.

Each basic subscription privilege entitles the holder to purchase 1.3101 shares of common stock at a cash price of $3.285 per whole share. Holders that exercise their basic subscription privileges in full will also have over-subscription privileges, subject to proration.

Expiration is set at 5:00 p.m., Eastern time, on 12/23/16, unless extended.

https://www.sec.gov/Archives/edgar/data/1082506/000155837016010269/gec_currentfolios1.htm

[Enterprising Investor]

Great Elm Capital Group Announces Effective Date of its Rights Offering (11/18/16)

Subject to the effectiveness of its registration statement, the registrant will restart its rights offering on Tuesday, November 22, 2016. The effective time of the rights offering will be the close of business on November 22, 2016 and the subscription price will be eighty percent of the volume weighted average trading price of the registrant’s common stock for the thirty consecutive trading days ending on and including November 22, 2016. A prospectus will be distributed to all holders of the registrant’s common stock as of the effective time of the close of business on November 22, 2016. The registrant reserves the right to terminate the rights offering in its sole discretion.

https://www.sec.gov/Archives/edgar/data/1082506/000119312516772413/d297391d8k.htm

[Enterprising Investor]

Great Elm Capital Corp. Announces Successful Completion of the Full Circle Capital Merger (11/04/16)

New Management Focused on Delivering Stockholder Value

BOSTON, Nov. 04, 2016 (GLOBE NEWSWIRE) -- Great Elm Capital Corp. (NASDAQ:GECC) today announced the successful completion of the merger between GECC and Full Circle Capital Corporation (“Full Circle”).

The transformational transaction more than doubles assets under management for the combined business development company (“BDC”), providing a platform for growth. GECC intends to focus on strategies for thoughtfully growing its business, as the enhanced scale should enable GECC to support its distribution going forward, to opportunistically buy back shares at a discount and to invest in market dislocations. GECC is 15% owned by Great Elm Capital Group, Inc. (NASDAQ:GEC), the parent of GECC’s investment manager. This significant alignment of interest between the stockholders and the manager is expected to create both operational and financial focus on total stockholder return.

Management and Governance

GECC is managed by Great Elm Capital Management (“GECM”). GECM’s investment team has deployed more than $17 billion into more than 550 issuers across 20+ jurisdictions over its 14 year history under MAST Capital Management, LLC (“MAST”). Led by Peter A. Reed, GECC’s Chief Executive Officer, GECM’s investment team has more than 100 years of aggregate experience financing and investing in leveraged middle market companies. “Our opportunistic investment strategy seeks to identify compelling investments in the securities of leveraged issuers. By focusing on catalyst-driven investments, we strive to deliver attractive risk-adjusted returns throughout the credit cycle,” said Mr. Reed.

GECC

Effective as of the close of trading today, November 3, 2016, Full Circle common shares will cease trading on the NASDAQ. Great Elm Capital Corp. common shares will begin trading on the NASDAQ under the new trading symbol “GECC” effective as of market open on Friday, November 4, 2016.

In connection with the merger, GECC assumed Full Circle’s 8.25% Notes due 2020, which continue to trade on the NASDAQ under the symbol FULLL.

Distribution

The exchange agent will distribute a cash distribution of $0.24 per share to Full Circle’s stockholders of record immediately prior to the effective time of the merger on November 3, 2016. The merger agreement provides for payment of this special distribution not later than December 15, 2016. Payment of the special distribution is, however, conditioned upon completion of a letter of transmittal, which will be provided to record holders, or book entry transfer of the former Full Circle shares.

Next Steps

As soon as practicable, GECC will publish its estimate of net asset value (“NAV”) after giving effect to the merger. GECC is exploring opportunities to grow net asset value per share through making prudent investment decisions, thoughtfully increasing leverage and buying back shares at a discount to NAV.

GECC is in the process of implementing a $15 million, eighteen month stock buyback program in compliance with Rule 10b5-1. GECC intends to instruct the brokers under the buyback program to make purchases if GECC’s shares are trading at less than ninety percent of the most recently published net asset value of GECC.

About Great Elm Capital Corp.

Great Elm Capital Corp. is an externally managed, specialty finance company that is focused on investing in the debt instruments of middle market companies. GECC has elected to be regulated as a business development company under the Investment Company Act of 1940.

https://globenewswire.com/news-release/2016/11/04/886680/0/en/Great-Elm-Capital-Corp-Announces-Successful-Completion-of-the-Full-Circle-Capital-Merger.html

[Enterprising Investor]

Great Elm Capital Group Announces Restart of its Rights Offering (11/01/16)

BOSTON, Nov. 01, 2016 (GLOBE NEWSWIRE) -- Great Elm Capital Group, Inc. (NASDAQ:GEC) announced today that it intends to restart its previously disclosed $45 million rights offering.

Great Elm Capital Group distributed non-transferable rights to purchase shares of its common stock to its common stockholders of record as of October 13, 2016. In order to not result in an equity shift under Section 382 of the Internal Revenue Code of 1986, the rights are stapled to the common stock held by the stockholders of record. The rights are not transferable separate from the shares of common stock.

Uncertainty in the market has arisen as to the non-transferability feature of the existing rights and the effectiveness of an irrevocable exercise of the existing rights under automated subscription processing systems. In order to remove ambiguity, Great Elm Capital Group is terminating the existing rights as contemplated by its prospectus dated October 14, 2016. All subscriptions made under the existing rights will be returned.

At the close of business on the day the registration statement becomes effective (the "Effective Date"), the Great Elm Capital Group common stock and the new rights will be attached to each other. On the trading day following the Effective Date until the Expiration Date described below, the Great Elm Capital Group common stock together with the attached rights are expected to trade under a new CUSIP and ticker symbol representing both shares of Great Elm Capital Group common stock and subscription rights. Upon the earlier of the exercise of the new rights or the Expiration Date, the shares will trade under a new CUSIP and the "GEC" symbol.

Each basic subscription privilege under the new subscription period will entitle the holder to purchase a number of shares of Great Elm Capital Group common stock at a cash subscription price equal to 80% of the volume weighted average price of the Great Elm Capital Group common stock for the 30 consecutive trading-days ending on and including the Effective Date.

The rights in the new subscription period may be exercised until 5:00 p.m.New York time on the thirtieth calendar day after the Effective Date (the "Expiration Date"). Any purchaser or other transferee of units of shares and new rights after the Effective Date and before the Expiration Date or termination of the offering of the new rights or the exercise of such attached new rights will be permitted to exercise the subscription rights attached - or "stapled" - within the unit.

The exercise price of the new rights must be paid before the Expiration Date with a check delivered to the subscription agent by the Expiration Date or by timely DTC credit to the subscription agent's account.

Holders that exercise their basic subscription privileges in full will also have over-subscription privileges, pursuant to which they may be able to purchase additional shares at the subscription price to the extent that all basic subscription privileges of new rights holders are not exercised, subject to the limitations described in the prospectus.

Great Elm Capital Group entered into a backstop agreement with a consortium of investors, led by Gracie Investing LLC that also includes all of the members of Great Elm Capital Group's board of directors. Subject to the conditions in the backstop agreement, if the gross proceeds from exercise of the rights are less than $45 million, the backstop providers will purchase up to $36.6 million of shares at the same price per share as offered to rights holders. The backstop providers have consented to the restart of the rights offering as described in this press release.

Private investment funds managed by MAST Capital Management, LLC have indicated their current intention to fully exercise their basic subscription privileges under the new rights. Such indications are non-binding and there is no assurance that such funds will fully exercise their basic subscription privileges in the restarted rights offering.

Oppenheimer & Co. and Janney Montgomery Scott are acting as dealer managers for the rights offering.

Great Elm Capital Group will distribute a new prospectus and non-separable rights certificate immediately following the effectiveness of the registration statement.

Great Elm Capital Group reserves the right to cancel or terminate the rights offering at any time prior to the expiration date of the rights offering.

Safe Harbor Statement in Connection With the Offer and Sale

A registration statement relating to the restart of the rights offering will be filed with the Securities and Exchange Commission and has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time a registration statement becomes effective. A copy of the prospectus relating to the restart of the rights offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and additional materials relating to the rights offering will available to stockholders from the Information Agent for the offering, MacKenzie Partners, toll free at [phone] or [phone] (collect) if you are located outside of the U.S. or Canada.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Great Elm Capital Group

Great Elm Capital Group is a Nasdaq-listed holding company headquartered in Boston, Massachusetts. Additional information about Great Elm Capital Group is available on its website at www.greatelmcap.com.

http://www.nasdaq.com/press-release/great-elm-capital-group-announces-restart-of-its-rights-offering-20161101-00947

[Enterprising Investor]

GEC will be the external manager of Great Elm Capital Corporation (GECC).

[Enterprising Investor]

Full Circle Capital Corporation Stockholders Approve Merger With Great Elm Capital Corporation (10/31/16)

Transaction Expected to Close in Early November 2016

GREENWICH, Conn., Oct. 31, 2016 (GLOBE NEWSWIRE) -- Full Circle Capital Corporation (“Full Circle”) (NASDAQ:FULL) today announced that its stockholders have approved its merger (the "Merger") with Great Elm Capital Corporation (“Great Elm”). Approximately 84% of the votes cast by Full Circle’s stockholders were in favor of the Merger. The Merger is expected to become effective on November 3, 2016.

“We are excited to enter into this next chapter and thank Full Circle stockholders for their considerable support for the merger,” said Peter A. Reed, Chief Executive Officer of Great Elm. “We are ready to utilize our significant experience in middle market credit investing as we seek to generate both capital appreciation and interest income over the long-term and to deliver a sustainable regular distribution to our stockholders.”

“We want to thank our stockholders for their support, and we look forward to completing the merger with Great Elm,” said Gregg J. Felton, Chief Executive Officer of Full Circle.

When the Merger becomes effective, Full Circle’s stockholders will be entitled to receive a special cash distribution of $0.24 per share, and each outstanding share of Full Circle common stock will be converted into the right to receive 0.2219 of a share of Great Elm common stock. Great Elm intends to begin making monthly distributions to its stockholders beginning in the second full calendar month after the completion of the Merger. Following the Merger, Great Elm’s shares of common stock will trade on NASDAQ under the ticker symbol “GECC”.

Houlihan Lokey served as exclusive financial advisor to the special committee of Full Circle’s board of directors. Clifford Chance US LLP advised the special committee, and Sutherland Asbill & Brennan LLP is counsel to Full Circle.

Skadden, Arps, Slate, Meagher & Flom LLP, Schulte Roth & Zabel LLP and Akin Gump Strauss Hauer & Feld LLP are legal counsel for the acquisition group.

About Full Circle Capital Corporation

Full Circle Capital Corporation (www.fccapital.com) is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Full Circle lends to and invests in senior secured loans and, to a lesser extent, mezzanine loans and equity securities issued by lower middle-market companies that operate in a diverse range of industries. For additional information visit Full Circle’s website www.fccapital.com.

About MAST Capital Management

Founded in 2002, MAST Capital Management, LLC ("MAST") is an SEC-registered investment adviser that specializes in event-driven and credit investments, focusing predominantly on middle market opportunities. Currently, MAST manages and sub-advises approximately $900 million for sophisticated institutional and family office investors globally. The Boston-based firm is employee-owned with a minority stake held by Dyal Capital Partners, a subsidiary of Neuberger Berman.

About Great Elm Capital Group, Inc.

Great Elm Capital Group ("GECG") is a NASDAQ listed holding company headquartered in Boston, Massachusetts. Additional information about GECG is available on its website at www.greatelmcap.com.

http://www.globenewswire.com/news-release/2016/10/31/884939/0/en/Full-Circle-Capital-Corporation-Stockholders-Approve-Merger-With-Great-Elm-Capital-Corporation.html

[Enterprising Investor]

Rights Offering Presentation (10/17/16)

https://www.sec.gov/Archives/edgar/data/1082506/000110465916150498/a16-18232_7fwp.htm

[Enterprising Investor]

Amended and Restated Backstop Investment Agreement

The Amended Agreement, amended the backstop agreement, dated as of 9/13/16, principally to (a) delete the payment of a commitment fee to the investors and (b) reduce the offering price from 85% to 80% of the thirty consecutive trading day volume weighted average price of the Company’s common stock.

[Enterprising Investor]

Great Elm Capital Group Commences Rights Offering (10/14/16)

BOSTON, Oct. 14, 2016 (GLOBE NEWSWIRE) -- Great Elm Capital Group, Inc. (NASDAQ:GEC), announced today that it has commenced its previously disclosed $45 million rights offering. Under the terms of the rights offering, Great Elm Capital Group distributed non-transferable rights to purchase shares of its common stock for each share of its common stock held by a stockholder as of 5:00 p.m., New York time on the record date of October 13, 2016, as more fully described in the prospectus relating to the rights offering. Each basic subscription privilege will entitle the holder to purchase 1.2962 shares of common stock at a cash subscription price of $3.6672 per share. The rights may be exercised until 5:00 p.m.New York time, on November 1, 2016. The exercise price of the rights must be paid by check delivered to the subscription agent before the expiration date.

Holders as of the record date that exercise their basic subscription privileges in full will also have over-subscription privileges, pursuant to which they may be able to purchase additional shares at the subscription price to the extent that not all subscription privileges are exercised, subject to the limitations described in the prospectus.

As discussed in the prospectus related to the rights offering, Great Elm Capital Group entered into a backstop agreement with a consortium of investors, led by Gracie Investments LLC that also includes all of the members of Great Elm Capital Group's board of directors. Subject to the conditions in the backstop agreement, if the gross proceeds from exercise of the subscription rights are less than $45 million, the backstop providers will purchase up to $36.6 million of shares at the same price per share as offered to rights holders.

Private investment funds managed by MAST Capital Management, LLC have indicated their current intention to participate in this offering in amounts at least equal to their basic subscription privileges. Such indications are non-binding and there is no assurance that such funds will fully exercise their basic subscription privileges.

Oppenheimer & Co. and Janney Montgomery Scott are acting as dealer managers for the rights offering.

Great Elm Capital Group reserves the right to cancel or terminate the rights offering at any time prior to the expiration date of the rights offering.

Safe Harbor Statement in Connection With the Offer and Sale

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Stockholders may obtain a copy of the prospectus from the Information Agent for the offering, MacKenzie Partners, toll free at [phone] or please call [phone] (collect) if you are located outside of the U.S. or Canada.

About Great Elm Capital Group

Great Elm Capital Group is a Nasdaq listed holding company headquartered in Boston, Massachusetts. Additional information about Great Elm Capital Group is available on its website at www.greatelmcap.com.

http://www.nasdaq.com/press-release/great-elm-capital-group-commences-rights-offering-20161014-00383

[Enterprising Investor]

Great Elm Capital Group Proposes Rights Offering (9/14/16)

BOSTON, Sept. 14, 2016 (GLOBE NEWSWIRE) -- Great Elm Capital Group, Inc. (NASDAQ:GEC), announced today that it has filed a registration statement with the Securities and Exchange Commission for a proposed rights offering to holders of its common stock. If the rights offering is fully subscribed, Great Elm Capital Group expects $45 million of gross proceeds that will be used for general corporate purposes, which may include acquisitions and investments.

Upon the effectiveness of the registration statement, Great Elm Capital Group intends to distribute to common stockholders of record as of the record date (which has not yet been determined) non-transferable rights to subscribe for and purchase shares of Great Elm Capital Group common stock. Each stockholder will receive one right for every share of common stock owned as of the record date. Each right’s basic subscription privilege will entitle the holder to purchase a fraction of a share of Great Elm Capital Group common stock. Stockholders who exercise their basic subscription privilege in full will also be entitled to an over-subscription privilege to purchase additional shares to the extent the offering is not fully subscribed through exercise of basic subscription privileges. The exercise price for the rights will be 85% of the volume weighted average price of Great Capital Group common stock for the 30 trading days ending on and including the record date.

Great Elm Capital Group entered into a backstop agreement with a consortium of investors, led by Gracie Investing LLC, a private investment fund unaffiliated with any of Great Elm Capital Group’s officers or directors, as well as all of the members of Great Elm Capital Group’s board of directors. Subject to the conditions in the backstop agreement, if the gross proceeds from exercise of the subscription rights are less than $45 million, the backstop investors will purchase the lesser of (a) $45 million minus the aggregate gross proceeds from the exercise of subscription rights and (b) $36.6 million, at the same price per share as offered to rights holders, subject to the terms and conditions of the backstop agreement.

Private investment funds managed by MAST Capital Management, LLC, owning in the aggregate approximately 18.6% of the outstanding shares of Great Elm Capital Group common stock, have indicated their current intention to participate in the rights offering in amounts at least equal to their basic subscription privileges. Nevertheless, such funds reserve the right, in their sole discretion, not to participate in this offering.

Great Elm Capital Group’s common stock will trade ex-rights on the second trading day prior to the record date. The record date will be publicly announced on the date the registration statement becomes effective, which will be at least ten days in advance of the record date. Upon commencement of the rights offering, stockholders will be able to exercise their rights until the expiration date, which will be between 16 and 20 calendar days after the issuance of the rights, unless extended.

Great Elm Capital Group reserves the right to cancel or terminate the rights offering at any time prior to the expiration date of the rights offering.

Safe Harbor Statement in Connection With the Offer and Sale

A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A copy of the prospectus relating to the rights offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and additional materials relating to the rights offering will be mailed to stockholders as of the record date. When they become available, stockholders may also obtain a copy of the prospectus from the Information Agent for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, and there shall not be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Great Elm Capital Group

Great Elm Capital Group is a Nasdaq listed holding company headquartered in Boston, Massachusetts. Additional information on Great Elm Capital Group is available on its website at www.greatelmcap.com.

https://globenewswire.com/news-release/2016/09/14/871711/0/en/Great-Elm-Capital-Group-Proposes-Rights-Offering.html

[Enterprising Investor]

Full Circle Capital Corporation to Merge (6/24/16)

- Transaction More Than Doubles Assets Under Management -

- Combined Company to be Named Great Elm Capital Corp. -

- New Investment Management Agreement with Great Elm Capital Management -

GREENWICH, Conn., June 24, 2016 (GLOBE NEWSWIRE) -- Full Circle Capital Corporation (“Full Circle”) (NASDAQ:FULL) today announced that it has entered into a merger agreement with Great Elm Capital Corp., a company formed by Great Elm Capital Group, Inc. (“GEC”, formerly Unwired Planet, Inc.) (NASDAQ:GEC) and funds managed by MAST Capital Management, LLC (“MAST Capital”). The transaction is the result of the previously announced review of strategic alternatives led by a special committee of Full Circle’s board of directors and has been unanimously approved by Full Circle’s board of directors.

The combined company, to be named Great Elm Capital Corp., will apply for listing on NASDAQ under the symbol “GECC”. Great Elm Capital Corp. will elect to be regulated as a business development company (BDC) under the Investment Company Act of 1940 and expects to be treated as a “regulated investment company” for federal income tax purposes. Full Circle stockholders are expected to own approximately 38% of the combined Great Elm Capital Corp., based on a pro-forma net asset value in excess of $190 million as of March 31, 2016.

Full Circle will:

•Be valued for purposes of the merger at 100% of its net asset value of approximately $81 million as of March 31, 2016, prior to taking into account transaction costs and the special cash distribution described below;

•Immediately prior to the completion of the merger, declare a special cash distribution to Full Circle stockholders of approximately $0.22 per share, aggregating to $5 million, or 6% of Full Circle’s March 31, 2016 net asset value.

Upon completion of the merger, highlights of the combined company will include:

•Over $55 million of investable cash (net of transaction costs) and over $165 million of debt instruments in its portfolio, after the contribution of $30 million in cash by Great Elm Capital Group, Inc., and the contribution of an approximate $90 million portfolio (market value as of May 31, 2016) of debt instruments from funds managed by MAST Capital;

•An expected initial annualized base distribution rate of approximately 9% of its net asset value, subject to approval by Great Elm Capital Corp.’s Board of Directors;

•The initiation of a $15 million stock repurchase program, subject to liquidity, credit facility and other considerations, triggered if shares trade below 90% of net asset value;

•A new investment management agreement with Great Elm Capital Management, Inc. with a management fee of 1.50%, reduced from the 1.75% management fee currently paid by Full Circle, and 20% incentive fee above a 7% annualized hurdle rate, subject to a deferral mechanism if the total return on beginning net assets on a rolling three-year basis does not exceed the hurdle rate;

•The parent of Great Elm Capital Management, Inc. will own approximately 15% of the outstanding shares, on a pro-forma basis;

•Full Circle’s outstanding senior notes will be assumed by Great Elm Capital Corp.

“Great Elm Capital Corp. will be a differentiated BDC that seeks to generate attractive risk-adjusted returns through our team’s knowledge and experience in deep value credit investing and focus on the preservation of capital,” said Peter A. Reed, a partner at MAST Capital who will become Chief Executive Officer of the combined company. “In MAST Capital’s 14-year history, we have used this highly rigorous approach to identify attractive, risk-adjusted opportunities with identifiable catalysts for capital appreciation. We believe this is a particularly opportune time to identify value investments in the credit markets and are excited to have the opportunity to employ our strategy for Great Elm Capital Corp.’s stockholders.”

The combined company will concentrate its portfolio in fixed income instruments of middle market companies by focusing on the high yield market to take advantage of market dislocation, special situations and event-driven opportunities. Great Elm Capital Corp. will be externally managed by Great Elm Capital Management, Inc., a joint venture led by MAST Capital’s experienced investment team. The joint venture is expected to continue MAST Capital’s research-driven approach to investing across the capital structures of middle market companies to generate sustainable recurring net investment income for distribution and capital appreciation.

The exact exchange ratio in the merger will be determined by the net asset value of the parties at the end of the month prior to the distribution of the proxy statement to Full Circle’s stockholders to vote on the merger. In addition to approval by Full Circle’s stockholders and payment of the special distribution, the closing of the merger is subject to customary conditions. The parties currently expect the transaction to be completed in the second half of calendar 2016.

“After a comprehensive review process, we and our Board are fully supportive of this proposed merger,” said Gregg J. Felton, Chief Executive Officer of Full Circle. “This transformational transaction enhances Full Circle significantly, as it more than doubles our current asset base, provides economies of scale, grows our net investment income stream and places our assets under the management of experienced middle-market credit investors. The combined company’s strategy has been deployed for many years in MAST Capital’s private funds, and the merger will allow our investors to realize identifiable value, while once again receiving distributions with the opportunity to realize additional growth over the long-term.”

Investor Presentation

Full Circle will host a conference call and webcast this morning beginning at 8:00 a.m. Eastern Time related to the contents of this release. Full Circle and Great Elm Capital Corp. have prepared a presentation regarding the transaction that may be downloaded at ir.fccapital.com.

Those participating via telephone should dial 888-364-3104 no later than 10 minutes prior to the call. A replay of the call will be available at ir.fccapital.com as soon as practicable after the completion of the call through the end of business on July 1, 2016. An audio replay will also be available until July 1, 2016, by dialing 1-877-870-5176 (toll-free) or 1-858-384-5517 (international), PIN: 3748980.

Transaction Advisors

Houlihan Lokey served as exclusive financial advisor to the special committee of Full Circle’s board of directors. Clifford Chance US LLP advised the special committee, and Sutherland Asbill & Brennan LLP is counsel to Full Circle.

Skadden, Arps, Slate, Meagher & Flom LLP, Schulte Roth & Zabel LLP and Akin Gump Strauss Hauer & Feld LLP are legal advisors for the acquisition group.

About Full Circle Capital Corporation

Full Circle Capital Corporation (www.fccapital.com) is a closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Full Circle lends to and invests in senior secured loans and, to a lesser extent, mezzanine loans and equity securities issued by lower middle-market companies that operate in a diverse range of industries. Full Circle’s investment objective is to generate both current income and capital appreciation through debt and equity investments. For additional information visit Full Circle’s website www.fccapital.com.

About MAST Capital Management

Founded in 2002, MAST Capital Management, LLC is an SEC-registered investment adviser that specializes in event-driven and credit investments, focusing predominantly on middle market opportunities. Currently, MAST manages and sub-advises approximately $1.0 billion for sophisticated institutional and family office investors globally. The Boston-based firm is employee-owned with a minority stake held by Dyal Capital Partners, a subsidiary of Neuberger Berman.

About Great Elm Capital Group, Inc.

Great Elm Capital Group, Inc. (formerly known as Unwired Planet, Inc.) is building a middle-market focused alternative asset management platform. GEC entered into an agreement to divest its legacy patent business that is currently expected to close before the transaction.

https://globenewswire.com/news-release/2016/06/24/851120/0/en/Full-Circle-Capital-Corporation-to-Merge.html

[Bylerzone]

Look for a pull back, all indicators showing it and I'm loading back at the bottom trend line if she pulls there. Great ticker to trade, beautiful chart, I know u agree as well

[Bylerzone]

In at .69 out at .80

[Bylerzone]

I have been buying at this dip and the chart is showing it could rip back up. Could b a very great couple weeks ahead for a swing trade

[SPM555]

$UPIP is starting to look promising, consolidating right under resistance around .80 and the 200 MA a little above that (but droipping).

http://chartdiligence.com/upip-coiling-around-its-50-ma-potential-bottoming-pattern/

[DITRLI]

UPIP definitely on watch for tomorrow: http://ditrli.com/ditrlis-trading-watchlist-for-thursday-124-qtm-jnug-upip-imuc-idra/

[Biotrade]

When is the ruling supposed to come out?

[BettingAngles]

UPIP-POP!!

[running bull]

The general market down big UPIP up looking good not to far from making new high.

[Stockexpertpro]

UPIP Short Company only gets 80 Million not the 100 Million Per CC Ok here is the deal they sold their patents for 100 Million BUT They have a revenue sharing agreement with Ericson so they have to pay off the top 20% of the 100 Million goes straight to Ericson or 20 Million Dollars leaving UPIP With only 80 Million add in the 80 Million Dollars lets do the math here

http://seekingalpha.com/article/2102703-unwired-planet-ceo-discusses-business-transaction-and-legal-issues-transcript?page=3&p=qanda&l=last

Eric Vetter - President and CAO
And you are right, this is our first year as a 100 million and Ericsson gets 20% of that, so we'll get, that will be the split of the top-line.

Mike Latimore - Northland Capital Markets
Got it. And then just to be clear, is all of the $100 million here, is that all going to be basically included in the revenue share deal with the Ericsson sort of count against that sort of first 100 million or is it a portion of 100 that goes against that revenue share deal?

Phil Vachon - Chairman
No Mike it’s all 100, Ericsson -- our deal with them as we share, have the share in all revenue generated.

Mike Latimore - Northland Capital Markets
So even though you bought some extra pounds from Ericsson, there is a whole 100 that still grows against that agreement, right?

Phil Vachon - Chairman
Yes, basically they share on the topline, we purchase some -- acquired some shares or some patents from them which will be outside of this deal. So they’ll take their percentage of the topline plus that.

its on the page they disclose its 20% or 20 Million Dollars that they have to pay to Ericson

And let's say they grow at a moderate pace, would we expect but not -- best case scenario or worst case scenario, would we expect future royalty at some point?

Phil Vachon - Chairman
Not for a few years

So one time deal for 80 Million with no other revenues company is losing money cash flow negative as I will show below Strong Sell Short Sell on the news

Company has 110 Million Shares outstanding Stock price 2$ a share 220 Million Dollar market cap

Income Statement
Revenue (ttm): 115.00K Hardly NO Revenues in fact the deal does not even create any revenues at all
Revenue Per Share (ttm): 0.00
Qtrly Revenue Growth (yoy): N/A
Gross Profit (ttm): 121.00K
EBITDA (ttm)6: -32.10M Huge Losses from opperations
Net Income Avl to Common (ttm): -35.63M Even worse with all their high intrest bearing debt they pay over 12% intrest on their debt closer to 13%
Diluted EPS (ttm): -0.36
Qtrly Earnings Growth (yoy): N/A
Balance Sheet
Total Cash (mrq): 51.10M Ok Add in the 80 Million Dollars (100-20)=80 Million 131 Million Dollars VS market cap of 220 Million Dollars Hmm think that the market had it this news done priced in as the market cap before was 143 Million Dollars Also doubt that this will be the entire cash balance company does have no NOL but its not enough to cover the entire 80 MIllion for tax purposes PLUS you have to discount this for cash burn and losses since the company is losing money from opperations and is cash flow negative as we will see below
Total Cash Per Share (mrq): 0.47 add in the 80 Million 1.19$ per share now once this deal is done hasnt even been made final yet another risk
Total Debt (mrq): 23.83M Nearly 24 Million in Debt so 131 Million Subtract out 24 Million this is very high intrest bearing debt close to 13% 107 Million leaving a book value closer to a 1$ a share or 50% below where the stock is trading at Today
Total Debt/Equity (mrq): 54.46
Current Ratio (mrq): 7.29
Book Value Per Share (mrq): 0.40
Cash Flow Statement
Operating Cash Flow (ttm): -37.50M Cash Flow Negative BIG Time this company is burning cash like crazy -37.5 Million so that 80 Million want last very long at this rate
Levered Free Cash Flow (ttm): -24.49M

Total Cash Flow From Operating Activities (69,944) (43,628) (21,485) This company is burning cash faster then a oven -70 Million -44 Million -21 Million dollars over the past 3 years want take them long to burn that 80 Million Dollars negative cash flows is never a good thing for any business another reason Strong Sell Short

Net Income From Continuing Ops (39,679) (8,150) (8,105) Past 3 Years Company HAS Never turned a profit Losing MIllions of dollars instead and will continue to do so going forward








Unwired Planet (UPIP) Enters Overbought Territory ya I would say stock is off the charts! Strong Sell Short Sell DD Given Above

[BettingAngles]

Agreed-UPUPUP from here.. GLTA

[bigfred1]

UPIP is working on other deals within one month per conference with analysts on the 21st that should bring UPIP price to over 3 dollars.

GLTA
Fred

[Kool Aid Drinker]

As soon as the buying pressure done. They will bring this back down to $1.5 a share soon.

[Stockexpertpro]

100 Mil UPIP Will Burn that in no time look at their Cash Flows -70 Mil -44 Mil -21 Mil Total Cash Flow From Operating Activities (69,944) (43,628) (21,485)

UPIP there was $2.9 million of total unrecognized compensation cost related to all unvested share awards and options. But Those Options are all in the green this morning so i am betting more dilution coming and oh how this company Loves to Dilute

the Company recognized stock based compensation for employees and directors of $0.9 million and $1.3 million, respectively.

the Company issued 391,593 shares of common stock for vested restricted stock grants at par value

the Company issued 959,815 shares of common stock for the exercise of stock options



the Company issued 7,530,120 shares of common stock at a price of $1.66 per share

the Company had 109,934,247 shares of common stock issued and 109,559,772 shares of common stock outstanding.

so I guess add another 2.9 Million Shares since they will cash those options in now since they are finally in the green

the Board approved an amendment and restatement of the Company’s Amended and Restated 2006 Stock Incentive Plan (as amended and restated, the “2006 Plan”) and of the the Company’s 1999 Director’s Plan (as amended and restated the “Directors Plan”) that increased the number of shares authorized for issuance under each plan by 2,000,000 shares to 19,000,000

$22.1 million was allocated to the Senior Secured Notes (“Notes”) bearing an initial interest rate of 12.875% per annum and maturing in June 2018. 12.8% They sure do pay a high intrest rate


the Company issued Indaba a total of 2,481,365 shares of common stock

Income Statement
Revenue (ttm): 115.00K Hardly NO REVENUES
Revenue Per Share (ttm): 0.00
Qtrly Revenue Growth (yoy): N/A
Gross Profit (ttm): 121.00K
EBITDA (ttm)6: -32.10M
Net Income Avl to Common (ttm): -35.63M Loss 35.6 Million Dollars
Diluted EPS (ttm): -0.36
Qtrly Earnings Growth (yoy): N/A


Balance Sheet
Total Cash (mrq): 51.10M Add in the 100 Million 151 Million Subtract out the 24 Million in Debt that is bearing sky high intrest rates of 12% or more leaves you 127 Million like i said this deal was done priced into the stock before the move up in AH the market cap was around 130 Million Dollars before the move up AH now the market cap is closer to 250 Million Grossly overvaluing the stock and the company Strong Sell also need to account for losses and cash burn -35.63 Million in Losses and cash flow negative as well so yes 1 time injection of cash but that just gives them more money to burn....
Total Cash Per Share (mrq): 0.47
Total Debt (mrq): 23.83M
Total Debt/Equity (mrq): 54.46
Current Ratio (mrq): 7.29
Book Value Per Share (mrq): 0.40 This should go up to around 1.30$ Stock is trading around 2.30$



We did not recognize any license fee revenue during the three and six months ended December 31, 2013. During the three and six months ended December 31, 2012, our license fee revenue was from one customer in the amount of $3,000 and $6,000, respectively. Although we intend to broaden our customer base, there can be no assurance that this objective will be achieved.

Cash Flow Statement
Operating Cash Flow (ttm): -37.50M Burning cash faster then a oven 100 Million at this rate is what 2.6 Years worth of cash for them to burn

Levered Free Cash Flow (ttm): -24.49M

During the six months ended December 31, 2013, interest expense increased to $1.8 million compared to $3,000 in the corresponding period in the prior year. The increase was the result of the Company issuing Senior Secured Notes in late fiscal 2013 and associated “in- kind” interest payments and amortization of debt discounts and deferred issue costs.

Operating Income or Loss (39,491) (8,970) (7,337) These guys have Loss Millions over the past 3 years never turning a profit

Total Revenue 121 15,050 4,019 Hardly no revenues over the past 3 years either
Strong Sell

Retained Earnings (3,194,848) (3,187,555) (3,180,369) (3,171,659) They sure have managed to LOSE alot of Money Puke STRONG SELL

Total Stockholder Equity 43,760 Add in the 100 Million 143 Million NOT 250 Million as the current market cap suggest at the open today Strong Sell Short

Total Cash Flow From Operating Activities (69,944) (43,628) (21,485) UGLY Burning cash faster then a oven look at those cash burns 70 Million 44 Million 21 Million

http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=9756382-1140-100926&type=sect&dcn=0001193125-14-039590

Just some DD either way UGLY Plus the Chart is UGLY as well and given the above fundamentals its no wonder Strong Sell on the news

Chart below 2$ is off the chart for this stock and its no wonder 110 Million Shares and more dilution Coming Strong Sell Short Sell

[Kool Aid Drinker]

lol...stop pumping dude

[bonappetite85]

JACKPOT $9.50 PRICE TARGET....LOAD THE BOAT.

ASK IS GETTING CRUSHED PRE MARKET

[ClarkKant]

At $2.30 I wouldn't touch this.

[Kool Aid Drinker]

Tomorrow will be a hype buying day and many will be instantly underwater!

[ClarkKant]

Wow, long time since I heard this ticker going to $3 tomorrow?

[Biotrade]

VRNG won their suit...is UPIP next?

[BDIY]

ready to brakout

[Biotrade]

Bought in last week. I like this one myself.

[BDIY]

nobody is writing on this board

I wish somebody were in..

november markman news could hit the market soon

[BDIY]

volume 4x average +9,0%
incoming news?

[BDIY]

Institutional Holders share in UPIP is wider than in DSS and VRNG
seasonal increase in PPS has the top in Dec - Jan every year
press attention is low (may be driven by Top Institutional Holders?)
I feel very confident

[BDIY]

http://seekingalpha.com/article/1868001-unwired-planets-patents-offer-significant-upside?source=yahoo

[BDIY]

Conclusion:

UPIP is one of the oldest mobile tech companies there is. The company claims it invented the mobile internet. As an investor looking at the patents the company holds, the large gains seen in similar patent stocks, and the low valuation being assigned to the company, I believe UPIP is very undervalued and an excellent investment candidate for 2014. In May, in my article titled "Profiting From Markman Hearing Patent Stocks," I made an investment argument for shares of On Track Innovations (OTIV) when the stock price was $1.10. As of the writing of the article the stock has gained 200% to $3.29. I believe an even more compelling argument exists for an investment in shares of UPIP. For investors looking to play in the patent sector a 50% upside move in UPIP in the coming months looks very achievable.

[BDIY]

after the drop it is time to recover higher price level

[hustleEveryDay]

Do you have a link to the Seeking Alpha article that's pumping it? Volume is pretty high for premarket, but it's not even $1 Million in dollar volume yet.