What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2021-11-05 compared with 2021-08-03 · 244 added, 141 removed, 1089 unchanged (26% of the section changed)

18 unchanged sentences

GREAT ELM CAPITAL CORP.

August 3, 2021

November 5, 2021

Chief Executive Officer

August 3, 2021

November 5, 2021

Chief Financial Officer

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Assets and Liabilities as of June 30, 2021 and December 31, 2020 (unaudited)

Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited)

Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2021 and 2020 (unaudited)

Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)

Consolidated Schedule of Investments as of June 30, 2021 and December 31, 2020 (unaudited)

Consolidated Statements of Assets and Liabilities as of September 30, 2021 and December 31, 2020 (unaudited)

Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)

Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2021 and 2020 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)

Consolidated Schedule of Investments as of September 30, 2021 and December 31, 2020 (unaudited)

Notes to the Unaudited Consolidated Financial Statements

2 unchanged sentences

Dollar amounts in thousands (except per share amounts)

June 30, 2021

September 30, 2021

December 31, 2020

10 unchanged sentences

Due from portfolio company

Due from affiliates

Deferred financing costs

7 unchanged sentences

Notes payable 5.875% due June 30, 2026 (including unamortized discount

Revolving credit facility

Payable for investments purchased

18 unchanged sentences

Dollar amounts in thousands (except per share amounts)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Investment Income:

46 unchanged sentences

Dollar amounts in thousands

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Increase (decrease) in net assets resulting from operations:

7 unchanged sentences

Capital transactions:

Issuance of common stock, net

Common stock distributed

5 unchanged sentences

Shares outstanding at the beginning of the period

Shares purchased

Issuance of common stock

Common stock distributed

5 unchanged sentences

Dollar amounts in thousands

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities

15 unchanged sentences

(Increase) decrease in due from portfolio company

(Increase) decrease in due from affiliates

(Increase) decrease in prepaid expenses and other assets

6 unchanged sentences

Issuance of notes payable

Repayment of notes payable

Borrowings under credit facility

Proceeds from issuance of common stock

Payments of deferred financing costs

11 unchanged sentences

The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Statements of Assets and Liabilities that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows:

June 30, 2021

September 30, 2021

December 31, 2020

2 unchanged sentences

Total cash and cash equivalents and restricted cash shown on the Consolidated Statements of Cash Flows

June 30, 2020

September 30, 2020

December 31, 2019

5 unchanged sentences

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

June 30, 2021

September 30, 2021

Dollar amounts in thousands

4 unchanged sentences

Par Amount / Quantity

Percentage of Class ( 15)

Investments at Fair Value

ABB/Con-Cise Optical Group LLC

12301 NW 39th Street

Coral Springs, FL 33065

Wholesale-Apparel, Piece Goods & Notions

2 unchanged sentences

AgroFresh Inc.

One Washington Square

510-530 Walnut Street, Suite 1350

Philadelphia, PA 19106

1st Lien, Secured Loan

1M L + 6.25%, 7.25% Floor (7.25%)

4171 Essen Lane, Baton Rouge, LA 70809

1st Lien, Secured Bond

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

2 unchanged sentences

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

2 unchanged sentences

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

2 unchanged sentences

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

2 unchanged sentences

Avanti Communications Group PLC

Cobham House 20 Black Friars Lane London, UK EC4V 6EB

Wireless Telecommunications Services

1 unchanged sentence

Best Western Luling

3100 Richmond Ave, Houston, TX 77098

Hotel Operator

2 unchanged sentences

Blueknight Energy Partners L.P.

6060 American Plaza, Suite 600, Tulsa, OK 74135

Series A Preferred Units

California Pizza Kitchen, Inc.

1st Lien, Secured Loan

3M L + 10.00%, 11.50% Floor (11.50%)

California Pizza Kitchen, Inc.

12181 Bluff Creek Drive, Playa Vista, CA 90094

Common Equity

Cleaver-Brooks, Inc.

221 Law Street

Thomasville, GA 31792

Crestwood Equity Partners LP

811 Main Street, Suite 3400 Houston, TX 77002

Class A Preferred Equity Units

Davidzon Radio, Inc.

2508 Coney Island Avenue, 2nd Floor Brooklyn, NY 1122

Radio Broadcasting

2 unchanged sentences

ECL Entertainment, LLC

8978 Spanish Ridge Ave

Las Vegas, NV 89148

Media & Entertainment

1 unchanged sentence

1M L + 7.50%, 8.25% Floor (8.25%)

Equitrans Midstream Corp.

2200 Energy Drive, Canonsburg, PA 15317

Preferred Equity

Finastra Group Holdings, Ltd.

285 Madison Avenue, New York, NY 10017

Software Services

2 unchanged sentences

First Brands, Inc.

3255 West Hamlin Road, Rochester Hills, MI 48309

Transportation Equipment Manufacturing

1 unchanged sentence

3M L + 8.50%, 9.50% Floor (9.50%)

Foresight Energy

211 North Broadway, Suite 2600, St.

Louis, MO 63102

1st Lien, Term Loan

3M L + 8.00%, 9.50% Floor (9.50%)

GAC HoldCo Inc.

Suite 1220, 407 - 2nd Street S.W.

Calgary, AB T2P 2Y3

Gateway Casinos & Entertainment Limited

100-4400 Dominion Street, Burnaby BC V5G 4G3

Casinos & Gaming

1 unchanged sentence

The GEO Group, Inc.

4955 Technology Way, Boca Raton, FL 33431

Consumer Services

1 unchanged sentence

Greenway Health, LLC

Boy Scout Blvd, Suite 800 Tampa, FL 33607

1st Lien, Revolver

1 unchanged sentence

Greenway Health, LLC

Boy Scout Blvd, Suite 800 Tampa, FL 33607

1st Lien, Revolver - Unfunded

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Subordinated Note

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Receivable - Unfunded

Prime + 1.25% (4.50%)

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Revolver - Unfunded

Lenders Funding, LLC

Coronado, CA 92118

Specialty Finance

Receivable - Unfunded

Common Equity

905 South Boulevard East

Rochester Hills, MI 48307

Specialty Finance

905 South Boulevard East

Rochester Hills, MI 48307

Specialty Finance

1 unchanged sentence

Mad Engine Global, LLC

6740 Cobra Way, San Diego, CA, 92121

1M L + 7.00%, 8.00% Floor (8.00%)

Martin Midstream Partners LP

4200 Stone Road, Kilgore, TX 75662

2nd Lien, Secured Note

Michael Baker International, LLC

500 Grant Street, Suite 5400, Pittsburgh, PA 15219

Mitchell International, Inc.

6220 Greenwich Drive San Diego, CA 92122

Software Services

2 unchanged sentences

Monitronics International, Inc.

1990 Wittington Place, Dallas, TX 75234

Home Security

1M L + 6.50%, 7.75 Floor (7.75%)

National CineMedia, Inc.

Media & Entertainment

Natural Resource Partners LP

1201 Louisiana Street, Suite 3400 Houston, TX 77002

Metals & Mining

Unsecured Notes

OPS Acquisitions Limited and Ocean Protection Services Limited

Maritime Security Services

1st Lien, Secured Loan

1M L + 12.00%, 12.50% Floor (0.00%)

OPS Acquisitions Limited and Ocean Protection Services Limited

Maritime Security Services

Common Equity

Par Petroleum, LLC

825 Town & Country Lane, Suite 1500, Houston, TX 77024

1st Lien, Secured Note

Perforce Software, Inc.

400 First Avenue North #200 Minneapolis, MN 55401

1st Lien, Secured Revolver

1 unchanged sentence

Perforce Software, Inc.

400 First Avenue North #200 Minneapolis, MN 55401

1st Lien, Secured Revolver - Unfunded

PFS Holdings Corp.

3747 Hecktown Road Easton, PA 18045

Food & Staples

2 unchanged sentences

PFS Holdings Corp.

3747 Hecktown Road Easton, PA 18045

Food & Staples

1 unchanged sentence

Prestige Capital Finance, LLC

Specialty Finance

Prestige Capital Finance, LLC

400 Kelby St., 10th Floor Fort Lee, NJ 07024

Specialty Finance

Prestige Capital Finance, LLC

400 Kelby St., 10th Floor Fort Lee, NJ 07024

Specialty Finance

1 unchanged sentence

Quad/Graphics, Inc.

N61 W23044 Harry's Way, Sussex, WI 53089

Media & Entertainment

1 unchanged sentence

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600 Plano, TX 75024

Internet Media

2 unchanged sentences

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600 Plano, TX 75024

Internet Media

1 unchanged sentence

Research Now Group, Inc.

5800 Tennyson Parkway Suite 600 Plano, TX 75024

Internet Media

2 unchanged sentences

Ruby Tuesday Operations LLC

Broadway Avenue, Maryville, TN 37804

1M L + 12.00%, 13.25% Floor (13.25%), (7.25% Cash + 6.00% PIK)

Ruby Tuesday Operations LLC

Broadway Avenue, Maryville, TN 37804

Sound Finance Corporation

1851 Central Ave S, Suite 205, Kent, WA 98030

Specialty Finance

Sound Finance Corporation

1851 Central Ave S, Suite 205, Kent, WA 98030

Specialty Finance

Receivable - Unfunded

Sprout Holdings, LLC

90 Merrick Ave, East Meadow, NY 11554

Specialty Finance

Sprout Holdings, LLC

90 Merrick Ave, East Meadow, NY 11554

Specialty Finance

Receivable - Unfunded

Summit Midstream Holdings, LLC

910 Louisiana Street, Suite 4200, Houston, TX 77002

Unsecured Bond

Summit Midstream Partners LP

910 Louisiana Street, Suite 4200, Houston, TX 77002

Preferred Equity

Target Hospitality Corp.

2170 Buckthorne Place, Suite 440

The Woodlands, TX 77380

Corporate Bond

Tensar Corporation

2500 Northwinds Parkway, Suite 500 Alpharetta, GA 30009

Construction Materials Manufacturing

2 unchanged sentences

TRU (UK) Asia Limited

Cannon Place, 78 Cannon Street, London, EC4N 6AF

Common Equity

TRU (UK) Asia Limited Liquidating Trust

Cannon Place, 78 Cannon Street, London, EC4N 6AF

Common Equity

Universal Fiber Systems

640 State Street, Bristol, TN 37620

Universal Fiber Systems

640 State Street, Bristol, TN 37620

Universal Fiber Systems

640 State Street, Bristol, TN 37620

Vantage Specialty Chemicals, Inc.

1751 Lake Cook Rd., Suite 550

Deerfield, IL 60015

3M L + 8.25%, 9.25% Floor (9.25%)

6155 El Camino Real Carlsbad, CA 92009

Specialty Finance

W&T Offshore, Inc.

5718 Westheimer Road, Suite 700, Houston, TX 77057

Corporate Bond

Wynden Stark LLC

295 Madison Ave, 12th Floor, New York, NY 10017

Specialty Finance

Wynden Stark LLC

295 Madison Ave, 12th Floor, New York, NY 10017

Specialty Finance

Receivable - Unfunded

Investments in Special Purpose Acquisition Companies

Accelerate Acquisition Corp.

Special Purpose Acquisition Company

Investment Units

Ares Acquisition Corporation

245 Park Avenue, 44th Floor, New York, NY 10167

Special Purpose Acquisition Company

1 unchanged sentence

Ares Acquisition Corporation

245 Park Avenue, 44th Floor, New York, NY 10167

Special Purpose Acquisition Company

Austerlitz Acquisition Corporation I

1701 Village Center Circle, Las Vegas, NV 89134

Special Purpose Acquisition Company

1 unchanged sentence

Austerlitz Acquisition Corporation I

1701 Village Center Circle, Las Vegas, NV 89134

Special Purpose Acquisition Company

Austerlitz Acquisition Corporation II

1701 Village Center Circle, Las Vegas, NV 89134

Special Purpose Acquisition Company

1 unchanged sentence

Austerlitz Acquisition Corporation II

1701 Village Center Circle, Las Vegas, NV 89134

Special Purpose Acquisition Company

GigCapital4, Inc.

1731 Embarcadero Road, Palo Alto, CA 94303

Special Purpose Acquisition Company

1 unchanged sentence

GigCapital4, Inc.

1731 Embarcadero Road, Palo Alto, CA 94303

Special Purpose Acquisition Company

Ginko Bioworks Holdings, Inc.

27 Drydock Avenue, 8th Floor, Boston, MA 02210

Special Purpose Acquisition Company

Jaws Mustang Acquisition Corporation

1601 Washington Avenue, Suite 800, Miami Beach, FL 33139

Special Purpose Acquisition Company

1 unchanged sentence

Jaws Mustang Acquisition Corporation

1601 Washington Avenue, Suite 800, Miami Beach, FL 33139

Special Purpose Acquisition Company

Oyster Enterprises Acquisition Corp.

777 South Flagler Drive, Suite 800W, West Palm Beach, FL 33401

Special Purpose Acquisition Company

1 unchanged sentence

Oyster Enterprises Acquisition Corp.

Special Purpose Acquisition Company

Soaring Eagle Acquisition Corp.

Special Purpose Acquisition Company

Common Equity

Soaring Eagle Acquisition Corp.

777 South Flagler Drive, Suite 800W, West Palm Beach, FL 33401

Special Purpose Acquisition Company

Spartan Acquisition Corp.

9 West 57th Street, 43rd Floor, New York, NY 10019

Special Purpose Acquisition Company

1 unchanged sentence

Spartan Acquisition Corp.

Special Purpose Acquisition Company

Virgin Group Acquisition Corp.

9 West 57th Street, 43rd Floor, New York, NY 10019

Special Purpose Acquisition Company

Investment Units

VPC Impact Acquisition Holdings II

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Special Purpose Acquisition Company

Common Equity

VPC Impact Acquisition Holdings II

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Special Purpose Acquisition Company

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Special Purpose Acquisition Company

1 unchanged sentence

VPC Impact Acquisition Holdings III

150 North Riverside Plaza, Suite 5200, Chicago, IL 60606

Special Purpose Acquisition Company

24 unchanged sentences

Security pays, or has the option to pay, some or all of its interest in kind.

As of June 30, 2021, each of the Avanti Communications Group, plc secured debt pay in kind ("PIK") and the rates above reflect the PIK interest rates.

As of June 30, 2021, the Ruby Tuesday Operations, LLC secured loan pays a portion of its interest in kind as described above.

As of September 30, 2021, each of the Avanti Communications Group, plc secured debt pay in kind and the rates above reflect the paid-in-kind (“PIK”) interest rates.

As of September 30, 2021, the Ruby Tuesday Operations, LLC secured loan pays a portion of its interest in kind as described above.

Non-income producing security.

12 unchanged sentences

Represents previously undisclosed unrestricted securities, which the Company has held for less than one year.

As of June 30, 2021, the Company’s investments consisted of the following:

Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

As of September 30, 2021, the Company’s investments consisted of the following:

Investment Type

2 unchanged sentences

Short-Term Investments

As of June 30, 2021, the industry composition of the Company’s portfolio at fair value was as follows:

As of September 30, 2021, the industry composition of the Company’s portfolio at fair value was as follows:

Investments at

Percentage of

Wireless Telecommunications Services

Specialty Finance

Wireless Telecommunications Services

Internet Media

1 unchanged sentence

Special Purpose Acquisition Company

Media & Entertainment

Metals & Mining

Transportation Equipment Manufacturing

Software Services

Home Security

Casinos & Gaming

Software Services

Food & Staples

Media & Entertainment

Radio Broadcasting

Home Security

Wholesale-Apparel, Piece Goods & Notions

1 unchanged sentence

Hotel Operator

Maritime Security Services

Short-Term Investments

As of June 30, 2021, the geographic composition of the Company’s portfolio at fair value was as follows:

As of September 30, 2021, the geographic composition of the Company’s portfolio at fair value was as follows:

Investments at

235 unchanged sentences

The Company is managed by Great Elm Capital Management, Inc., a Delaware corporation (“GECM”), a subsidiary of Great Elm Group, Inc., a Delaware corporation (“GEG”).

The Company seeks to generate current income and capital appreciation through debt and income generating equity investments.

The Company invests in secured and senior unsecured debt instruments, debt and equity securities of specialty finance companies and other equity investments that it sources directly from issuers or purchases in the secondary markets.

The Company seeks to generate current income and capital appreciation through debt and income generating equity investments, including investments in specialty finance businesses.

SIGNIFICANT ACCOUNTING POLICIES

81 unchanged sentences

The annual effective excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.

The Company has not accrued any excise tax expense for the three and six months ended June 30, 2021.

The Company has not accrued any excise tax expense for the three and nine months ended September 30, 2021.

The Company accrued $17 of excise tax expense for the year ended December 31, 2020.

23 unchanged sentences

Base management fees for any partial quarter are prorated.

For the three and six months ended June 30, 2021 management fees amounted to $765 and $1,425.

For the three and six months ended June 30, 2020 management fees amounted to $591 and $1,289.

As of June 30, 2021 and December 31, 2020, $766 and $613 remained payable, respectively.

For the three and nine months ended September 30, 2021 management fees amounted to $876 and $2,301, respectively.

For the three and nine months ended September 30, 2020 management fees amounted to $609 and $1,898, respectively.

As of September 30, 2021 and December 31, 2020, $876 and $613 remained payable, respectively.

Incentive Fee The incentive fee consists of two components that are independent of each other with the result that one component may be payable even if the other is not.

5 unchanged sentences

Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation.

Accrued Unpaid Income as of June 30, 2021 was $34,216.

Accrued Unpaid Income includes capitalized PIK income of $20,634 on investments still held at June 30, 2021.

Accrued Unpaid Income as of September 30, 2021 was $36,698.

Accrued Unpaid Income includes capitalized PIK income of $20,786 on investments still held at September 30, 2021.

Accrued Unpaid Income as of December 31, 2020 was $29,989, which included capitalized PIK income of $17,680 on investments still held at December 31, 2020.

4 unchanged sentences

Under the Capital Gains Incentive Fee, the Company is obligated to pay GECM at the end of each calendar year 20% of the aggregate cumulative realized capital gains from November 4, 2016 through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees.

For the six months ended June 30, 2021 and 2020, the Company incurred Income Incentive Fees of $506 and $328, respectively.

As of June 30, 2021 and December 31, 2020, $9,682 and $9,176 of Income Incentive Fees, respectively, remained payable and none was immediately payable after calculating the total return requirement.

For the nine months ended September 30, 2021 and 2020, the Company incurred Income Incentive Fees of $888 and $810, respectively.

As of September 30, 2021 and December 31, 2020, $10,064 and $9,176 of Income Incentive Fees, respectively, remained payable and none was immediately payable after calculating the total return requirement.

These payable amounts may include both Accrued Unpaid Income Incentive Fees and amounts deferred under the total return requirement and will become due upon meeting the criteria described above.

For the six months ended June 30, 2021 and the year ended December 31, 2020, the Company did not have any Capital Gains Incentive Fees accrual.

For the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company did not have any Capital Gains Incentive Fees accrual.

The Investment Management Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Investment Management Agreement or otherwise as an investment adviser of the Company.

4 unchanged sentences

The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GECM and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GECM’s services under the Administration Agreement or otherwise as administrator for the Company.

For the six months ended June 30, 2021 and 2020, the Company incurred expenses under the Administration Agreement of $336 and $395, respectively.

As of June 30, 2021 and December 31, 2020, $139 and $151 remained payable, respectively.

For the nine months ended September 30, 2021 and 2020, the Company incurred expenses under the Administration Agreement of $511 and $547, respectively.

As of September 30, 2021 and December 31, 2020, $146 and $151 remained payable, respectively.

FAIR VALUE MEASUREMENT

32 unchanged sentences

▪ Market yields implied by transactions of similar or related assets.

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of June 30, 2021 and December 31, 2020.

As noted above, the income and market approaches were used in the determination of fair value of certain Level 3 assets as of September 30, 2021 and December 31, 2020.

The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments.

3 unchanged sentences

Increases or decreases in market multiples would result in an increase or decrease, respectively, in the fair value.

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of June 30, 2021:

The following summarizes the Company’s investment assets categorized within the fair value hierarchy as of September 30, 2021:

Short Term Investments

3 unchanged sentences

Total investment assets

The following is a reconciliation of Level 3 assets for the six months ended June 30, 2021:

The following is a reconciliation of Level 3 assets for the nine months ended September 30, 2021:

Beginning Balance as of January 1, 2021

6 unchanged sentences

Net Amortization of Premium/ Discount

Ending Balance as of June 30, 2021

Ending Balance as of September 30, 2021

Total investment assets

2 unchanged sentences

Net Transfers In/Out

Purchases ( 1)

Net Realized Gain (Loss)

7 unchanged sentences

Sales and Settlements may include scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities), and securities delivered in corporate actions and restructuring of investments.

The net change in unrealized appreciation relating to Level 3 assets still held at June 30, 2021 totaled $10,016 consisting of the following:

The net change in unrealized appreciation relating to Level 3 assets still held at September 30, 2021 totaled $207 consisting of the following:

($6,495) related to debt investments and $6,702 related to equity investments.

1 unchanged sentence

$(24,452) related to debt investments and $(21,427) relating to equity/other.

There were no transfers into or out of Level 3 during the six months ended June 30, 2021.

There were no transfers into or out of Level 3 during the nine months ended September 30, 2021.

One investment with a fair value of $(11,801) was transferred from Level 3 to Level 2 as a result of increased pricing transparency during the year ended December 31, 2020.

Two investments with an aggregate fair value of $8,066 were transferred from Level 2 to Level 3 as a result of decreased pricing transparency during the year ended December 31, 2020.

The following tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of June 30, 2021 and December 31, 2020, respectively.

The following tables below present the ranges of significant unobservable inputs used to value the Company’s Level 3 assets as of September 30, 2021 and December 31, 2020, respectively.

These ranges represent the significant unobservable inputs that were used in the valuation of each type of instrument, but they do not represent a range of values for any one instrument.

1 unchanged sentence

Accordingly, the ranges of inputs presented below do not represent uncertainty in, or possible ranges of, fair value measurements of the Company’s Level 3 assets.

As of June 30, 2021

As of September 30, 2021

Investment Type

2 unchanged sentences

Range (Weighted Average) ( 2)

Market Approach

Earnings Multiple

1.75 - 14.50 (5.22)

Income Approach

1 unchanged sentence

2.24% - 27% (11.78%)

Market Approach

Earnings Multiple

1.75 - 3.75 (2.75)

Income Approach

1 unchanged sentence

18.50% - 20.50% (19.50%)

Recent Transaction

Income Approach

1 unchanged sentence

1.58% - 6.59% (2.93%)

Recent Transaction

Asset Recovery / Liquidation (4)

Market Approach

4 unchanged sentences

12.75% - 36.50% (27.24%)

Recent Transaction

Market Approach

1 unchanged sentence

0.15 - 4.75 (2.11)

Income Approach

Discount Rate

Asset Recovery / Liquidation (4)

39 unchanged sentences

The Company may request to increase the revolving line in an aggregate amount not to exceed $25 million, which increase is subject to the sole discretion of CNB.

The maturity date of the revolving line is the earlier of (i) May 5, 2024 and (ii) May 15, 2022 if the Company’s 6.50% notes due 2022 are not refinanced on or prior to such date.

The maturity date of the revolving line is May 5, 2024.

Borrowings under the revolving line bear interest at a rate equal to (i) the London Inter-bank Offered Rate plus 3.50%, (ii) a base rate plus 2.00% or (iii) a combination thereof, as determined by the Company.

As of June 30, 2021, there were no borrowings outstanding under the revolving line.

As of September 30, 2021, there were $10 million in borrowings outstanding under the revolving line.

Borrowings under the revolving line are secured by a first priority security interest in substantially all of the Company’s assets, subject to certain specified exceptions.

2 unchanged sentences

Borrowings are also subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

In October 2021 the Loan Agreement was amended to require an asset coverage equal to or greater than 150%.

Unsecured Notes

On September 13, 2017, the Company offered $28,375 in aggregate principal amount of 6.50% notes due 2022 (the "GECCL Notes").

On September 29, 2017, the Company sold to several underwriters an additional $4,256 of the GECCL Notes upon full exercise of the underwriters’ over-allotment option.

On June 23, 2021, the Company caused redemption notices to be issued to the holders of the GECCL Notes regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding GECCL Notes.

On September 13, 2017, the Company issued $28,375 in aggregate principal amount of 6.50% notes due 2022 (the "GECCL Notes").

On September 29, 2017, the Company issued an additional $4,256 of the GECCL Notes upon full exercise of the underwriters’ over-allotment option.

The Company redeemed all of the issued and outstanding GECCL Notes on July 23, 2021 at 100% of the principal amount plus accrued and unpaid interest thereon from April 30, 2021 through, but excluding, the redemption date, July 23, 2021.

On January 11, 2018, the Company offered $43,000 in aggregate principal amount of 6.75% notes due 2025 (the "GECCM Notes").

On January 19, 2018 and February 9, 2018, the Company sold an additional $1,898 and $1,500 of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option.

The GECCM Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness.

The GECCM Notes are effectively subordinated, or junior in right of payment, to any future secured indebtedness that the Company may incur and structurally subordinated to all future indebtedness and other obligations of our subsidiaries.

The Company pays interest on the GECCM Notes on March 31, June 30, September 30 and December 31 of each year.

The GECCM Notes will mature on January 31, 2025 and can be called on, or after, January 31, 2021.

Holders of the GECCM Notes do not have the option to have the GECCM Notes repaid prior to the stated maturity date.

The GECCM Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

On June 18, 2019, the Company offered $42,500 in aggregate principal amount of 6.50% notes due 2024 (the "GECCN Notes"), which included $2,500 of the GECCN Notes sold in connection with the partial exercise of the underwriters’ over-allotment option.

On July 5, 2019, the Company sold an additional $2,500 of the GECCN Notes upon another partial exercise of the underwriters’ over-allotment option.

The GECC N Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness.

The GECC N Notes are effectively subordinated, or junior in right of payment, to any future secured indebtedness that the Company may incur and structurally subordinated to all future indebtedness and other obligations of our subsidiaries.

The Company pay s interest on the GECC N Notes on March 31, June 30, September 30 and December 31 of each year beginning September 30 , 2019 .

The GECC N Notes will mature on June 30, 2024 and can be called on, or after, June 3 0 , 2021.

Holders of the GECC N Notes do not have the option to have the GECC N Notes repaid prior to the stated maturity date.

The GECC N Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

On January 11, 2018, the Company issued $43,000 in aggregate principal amount of 6.75% notes due 2025 (the "GECCM Notes").

On January 19, 2018 and February 9, 2018, the Company issued an additional $1,898 and $1,500 of the GECCM Notes upon partial exercise of the underwriters’ over-allotment option.

On June 18, 2019, the Company issued $42,500 in aggregate principal amount of 6.50% notes due 2024 (the "GECCN Notes"), which included $2,500 of the GECCN Notes issued in connection with the partial exercise of the underwriters’ over-allotment option.

On July 5, 2019, the Company issued an additional $2,500 of the GECCN Notes upon another partial exercise of the underwriters’ over-allotment option.

On June 23, 2021, the Company issued $50,000 in aggregate principal amount of 5.875% notes due 2026 (the "GECCO Notes").

On July 9, 2021, the Company issued an additional $7,500 of the GECCO Notes upon full exercise of the underwriters’ over-allotment option.

The GECCO Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness.

The GECCO Notes are effectively subordinated, or junior in right of payment, to any future secured indebtedness that the Company may incur and structurally subordinated to all future indebtedness and other obligations of our subsidiaries.

The Company pays interest on the GECCO Notes on March 31, June 30, September 30 and December 31 of each year beginning September 30, 2021.

The GECCO Notes will mature on June 30, 2026 and can be called on, or after, June 30, 2023.

Holders of the GECCO Notes do not have the option to have the GECCO Notes repaid prior to the stated maturity date.

The GECCO Notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

The Notes are our unsecured obligations and rank equal with all of our outstanding and future unsecured unsubordinated indebtedness.

The unsecured notes are effectively subordinated, or junior in right of payment, to indebtedness under our Loan Agreement and any other future secured indebtedness that the Company may incur and structurally subordinated to all future indebtedness and other obligations of our subsidiaries.

The Company pays interest on the unsecured notes on March 31, June 30, September 30 and December 31 of each year.

The GECCM Notes, GECCN Notes and GECCO Notes will mature on January 31, 2025, June 30, 2024 and June 30, 2026, respectively.

The GECCM Notes and GECCN Notes are currently callable at the Company’s option and the GECCO Notes can be called on or after June 30, 2023.

Holders of the unsecured notes do not have the option to have the unsecured notes repaid prior to the stated maturity date.

The unsecured notes were issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

As part of the offerings, the Company incurred fees and costs, which are treated as a reduction of the carrying amount of the debt on the Company Statements of Assets and Liabilities.

14 unchanged sentences

December 31, 2020

June 30, 2021

September 30, 2021

Revolving Credit Facility

Total amount of each class of senior securities outstanding at the end of the period presented.

3 unchanged sentences

The average market value per unit for the Notes, as applicable, is based on the average daily prices of such Notes and is expressed per $1 of indebtedness.

The terms of the GECCL Notes, GECCM Notes, GECCN Notes, and GECCO Notes are governed by a base indenture, dated as of September 18, 2017, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (as supplemented with respect to each series of notes, the “Indenture”).

The terms of the unsecured notes are governed by a base indenture, dated as of September 18, 2017, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (as supplemented with respect to each series of notes, the “Indenture”).

The Indenture’s covenants, include restrictions on certain activities in the event the Company falls below the minimum asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act, as well as covenants requiring the Company to provide financial information to the holders of the Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934.

1 unchanged sentence

The Investment Company Act limits, with certain exceptions, the Company’s borrowing such that its asset coverage ratio, as defined in the Investment Company Act, is at least 1.5 to 1 after such borrowing.

As of June 30, 2021, the Company’s asset coverage ratio was approximately 166.2%.

As of June 30, 2021 and December 31, 2020 , the Company was in compliance with all covenants under the I ndenture.

For the three and six months ended June 30, 2021 and 2020, the components of interest expense were as follows:

For the Three Months Ended June 30,

For the Six Months Ended June 30,

As of September 30, 2021 , the Company’s asset coverage ratio was approximately 163.8% .

As of September 30, 2021 and December 31, 2020, the Company was in compliance with all covenants under the Indenture.

For the three and nine months ended September 30, 2021 and 2020, the components of interest expense were as follows:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Borrowing interest expense

4 unchanged sentences

The fair value of the Company’s Notes is determined by utilizing market quotations at the measurement date as they are Level 1 securities.

June 30, 2021

Unsecured Debt - GECCL Notes

September 30, 2021

Unsecured Debt - GECCM Notes

7 unchanged sentences

In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.

As of June 30, 2021, the Company had approximately $24,600 in unfunded loan commitments, subject to the Company’s approval in certain instances, to provide debt financing to certain of its portfolio companies.

To the degree applicable, unrealized gains or losses on these commitments as of June 30, 2021 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments.

As of September 30, 2021, the Company had approximately $31,318 in unfunded loan commitments, subject to the Company’s approval in certain instances, to provide debt financing to certain of its portfolio companies.

To the degree applicable, unrealized gains or losses on these commitments as of September 30, 2021 are included in the Company’s Statements of Assets and Liabilities and the corresponding Schedule of Investments.

The Company believes that it had sufficient cash and other liquid assets on its balance sheet to satisfy the unfunded commitments.

In addition, the Company has the ability to draw on its $25 million revolving line of credit to manage cash flows.

In addition, the Company has the ability to draw on its revolving line of credit to manage cash flows.

The Company has considered the net increases in net assets and negative cash flows from operations and has concluded that it has the ability to meet its obligations in the ordinary course of business based upon an evaluation of its cash position and sources of liquidity.

36 unchanged sentences

Below is the schedule of financial highlights of the Company:

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Per Share Data:

4 unchanged sentences

Net increase (decrease) in net assets resulting from operations

Issuance of common stock

Distributions declared from net investment income ( 2)

17 unchanged sentences

Average net assets used in ratio calculations is calculated using monthly ending net assets for the period presented.

For the six months ended June 30, 2021 and 2020 average net assets were $85,250 and $61,093, respectively.

For the nine months ended September 30, 2021 and 2020 average net assets were $88,183 and $56,318, respectively.

Annualized for periods less than one year.

1 unchanged sentence

Affiliated investments are defined by the Investment Company Act, whereby the Company owns between 5% and 25% of the portfolio company's outstanding voting securities and the investments are not classified as controlled investments.

The aggregate fair value of non-controlled, affiliated investments at June 30, 2021 represented 43% of the Company's net assets.

The aggregate fair value of non-controlled, affiliated investments at September 30, 2021 represented 37% of the Company's net assets.

Controlled investments are defined by the Investment Company Act, whereby the Company owns more than 25% of the portfolio company's outstanding voting securities or maintains the ability to nominate greater than 50% of the board representation.

The aggregate fair value of controlled investments at June 30, 2021 represented 17% of the Company's net assets.

Fair value as of June 30, 2021 along with transactions during the six months ended June 30, 2021 in these affiliated investments and controlled investments was as follows:

For the Six Months Ended June 30, 2021

The aggregate fair value of controlled investments at September 30, 2021 represented 39% of the Company's net assets.

Fair value as of September 30, 2021 along with transactions during the nine months ended September 30, 2021 in these affiliated investments and controlled investments was as follows:

For the Nine Months Ended September 30, 2021

Fair value at December 31, 2020

3 unchanged sentences

Appreciation (Depreciation)

Fair value at June 30, 2021

Fair value at September 30, 2021

Non-Controlled, Affiliated Investments

12 unchanged sentences

Controlled Investments

Lenders' Funding, LLC

Subordinated Note

Equity (63% of class)

PE Facility Solutions, LLC

8 unchanged sentences

SUBSEQUENT EVENTS

The Board authorized the distribution for the quarter ending December 31, 2021 at $0.10 per share, with the record and payment dates to be set by the officers of GE CC pursuant to authority granted by the Board.

On July 9, the Company sold an additional $7,500 of the GECCO Notes upon full exercise of the underwriters’ over-allotment option.

On July 23, the Company redeemed all of the issued and outstanding GECCL Notes at 100% of the principal amount plus accrued and unpaid interest thereon from April 30, 2021 through, but excluding, the redemption date.

In July 2021:

the Company purchased 250,000 shares of Equitrans Midstream Corp.

preferred stock for approximately $5,275.

the Company purchased $3,000 in par value of Michael Baker International, LLC second lien notes at approximately 101% of par value.

the Company purchased $4,000 in par value of CURO Group Holdings Corp.

first lien notes at approximately 100% of par value.

the Company sold $1,000 in par value of CURO Group Holdings Corp.

first lien notes at approximately 101% of par value.

The Board authorized the distribution for the quarter ending March 31, 2022 at $0.10 per share, with the record and payment dates to be set by the officers of GE CC pursuant to authority granted by the Board.

Since September 30, 2021:

$3,000 in par value of Mitchell International, Inc.

(“Mitchell”) second lien term loan due 2025 was redeemed at 100% of par value.

the Company purchased $1,000 in par value of Summit Midstream Holdings, LLC second lien notes at approximately 99% of par value.

the Company purchased $840 in par value of Vantage Specialty Chemicals, Inc.

second lien term loan at approximately 97% of par value.

the Company purchased $1,000 in par value of Mitchell second lien term loan due 2029 at 99% of par value.

the Company sold $1,000 in par value of Mitchell second lien term loan due 2029 at approximately 101% of par value.

the Company sold 17,656 shares of Crestwood Equity Partners, LP Class A preferred equity units at an average of $10.21 per share.

the Company purchased $1,206 in par value of Viasat, Inc.

receivable at 82% of par value.

the Company sold approximately $160 of SPAC positions across eight companies.

receivables at 82% of par value.

the company sold approximately $1,328 of SPAC positions across 11 companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information