Filed Pursuant to Rule 497(a)
File
No. 333-227605
Rule 482AD Offering Notification
Great Elm Capital Corp. Announces Public Offering of Senior Notes
WALTHAM, Mass., June 10, 2019 Great Elm Capital Corp. (the Company or GECC) (NASDAQ: GECC) announced today the
commencement of an underwritten public offering of senior notes due 2024 (the Notes). The Notes are expected to be listed on The Nasdaq Global Market under the trading symbol GECCN, and to trade thereon within 30 days from
the original issue date. The interest rate and other terms of the Notes will be determined at the time of the pricing of the offering. The Notes have a private credit rating of BBB from Egan-Jones Ratings Company.*
The Company intends to use the net proceeds from this offering to make investments consistent with its investment objectives and for general corporate
purposes. Pending the investment of the net proceeds in investments consistent with its investment objectives, the Company may invest the net proceeds of this offering in cash, cash equivalents, U.S. government securities, money market mutual funds
and other high quality debt instruments that mature in one year or less, or temporary investments, as appropriate.
Ladenburg
Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS) and Janney Montgomery Scott LLC are acting as joint book-running managers for the offering. Incapital LLC is acting as lead manager for the
offering.
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor
will there be any sale of these securities or any other securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of such state or jurisdiction.
A registration statement relating to these securities has been filed with the Securities and
Exchange Commission (the SEC) but has not yet been declared effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. The offering will be made only by
means of a prospectus, copies of which may be obtained, when available, from:
Ladenburg Thalmann & Co. Inc.
277 Park Avenue, 26th Floor
New York, New York 10172
or:
1-800-573-2541
or:
prospectus@ladenburg.com
Investors are advised to carefully consider the investment objectives, risks and charges and expenses of the Company before investing. The preliminary
prospectus, dated June 6, 2019, which has been filed with the SEC, contains a description of these matters and other important information about the Company and should be read carefully before investing.