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Name | Symbol | Market | Type |
---|---|---|---|
Great Elm Capital Group Inc New | NASDAQ:GEC | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.62 | 2.58 | 3.50 | 0 | 01:00:00 |
Delaware
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001-16073
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94-3219054
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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800 South Street,
Suite 230, Waltham,
MA
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02453
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(Address of principal executive offices)
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(Zip Code)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock, par value $0.001 per share
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GEC
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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Item 3.02. |
Unregistered Sales of Equity Securities.
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• |
the 9.0% dividend rate will increase to 11.0% in the event certain non-compliance events are in effect, including, among other things, the Company’s failure to (i) pay dividends for
two consecutive quarters, (ii) comply with certain provisions of the Certificate of Designation or the Stockholders Agreement (as defined below), or (iii) redeem the Company Preferred Stock when due;
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• |
for so long as shares of Company Preferred Stock are outstanding, the Company may not declare or pay dividends on any other class or series of capital stock, including the common
stock held by Holdings, unless all aggregate accrued dividends on the Company Preferred Stock are declared and paid prior to, or simultaneously with, any such dividends;
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• |
except as required by law, Company Preferred Stock will not have any voting rights, except the approval of holders of a majority of the outstanding shares of Company Preferred Stock,
voting as a separate class, is required for the Company to (i) amend its organizational documents in a manner that would be adverse and disproportionate to the rights, powers, preferences and privileges of the Company Preferred Stock relative
to any other Company capital stock or (ii) authorize or issue capital stock that ranks pari passu or senior to the Company Preferred Stock;
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• |
holders of Company Preferred Stock will also be entitled to designate a director to the Company’s board of directors in connection with certain failures by the Company to comply with
the terms of the Certificate of Designation;
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• |
share of Company Preferred Stock will have priority over other Company equity in connection with any liquidation or dissolution at a per share amount equal to the $1,000.00 plus then
accrued and unpaid dividends (the “Preferred Liquidation Preference”); and
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• |
at its option, the Company may redeem shares of Company Preferred Stock at any time following December 29, 2023 or, under certain circumstances, prior to such time and the per share
redemption price payable would be an amount equal to (i) 103% of the then applicable Preferred Liquidation Preference if redeemed on or after December 29, 2023 but prior to December 29, 2024, (ii) 102% of the then applicable Preferred
Liquidation Preference if redeemed on or after December 29, 2024 but prior to December 29, 2025, (iii) 101% of the then applicable Preferred Liquidation Preference if redeemed on or after December 29, 2025 but prior to December 29, 2026, or
(iv) the then applicable Preferred Liquidation Preference if redeemed on or after December 29, 2026.
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• |
for so long as a stockholder maintains beneficial ownership of 20% or more of the shares of Company Common Stock, such stockholder will have the right to nominate a certain number of
directors to the Company’s board of directors that is proportionate to such stockholder’s ownership of Company Common Stock;
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• |
for so long as the Holder owns shares of Company Common Stock, the Company will be required to obtain the prior approval of the Holder before it takes certain actions, including (i)
amending the Company’s organizational documents in a manner materially adverse to the Holder, (ii) entering into certain material transactions or amending certain agreements, in each case, with affiliates of the Company, (iii) issuing
additional shares of Company capital stock, (iv) granting options to purchase shares of Company capital stock, or (v) effecting a Change of Control (as defined in the Stockholders Agreement) other than in connection with a Drag-along Sale (as
defined in the Stockholders Agreement);
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• |
for so long as the Company owns equity securities of Great Elm Healthcare, LLC, a Delaware limited liability company and affiliate of the Company (“Healthcare LLC”), the Company will be required to obtain the prior approval of the Holder before the Company takes certain actions in its capacity as an equity holder of Healthcare LLC;
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• |
for so long as the Holder owns shares of Company Preferred Stock, the Company will be required to obtain the prior approval of the Holder before it takes certain actions, including
(i) entering into certain material transactions or amending certain agreements, in each case, with affiliates of the Company, (ii) taking certain actions in its capacity as an equity holder of Healthcare LLC, and (iii) incurring certain
additional indebtedness;
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• |
for so long as the Holder owns shares of Company Preferred Stock, the Holder will have certain board observer rights with respect to meetings of the Company’s board of directors; and
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• |
the stockholders of the Company will (i) be subject to certain restrictions on the transfer of Company capital stock and (ii) have certain customary preemptive rights, rights of
first refusal, and tag-along and drag-along rights, in each case, with respect to Company capital stock.
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Item 3.03.
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Material Modification of Rights of Securityholders.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 8.01. |
Other Events.
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Item 9.01. |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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Eleventh Amended and Restated Certificate of Incorporation of the Company
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4.1
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Certificate of Designation of Series A Preferred Stock of the Company
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Stockholders Agreement of the Company, dated December 29, 2020, among the Company, Holdings and the Holder
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Amendment No. 1 to the Stockholders’ Rights Agreement between the Company and Computershare Trust Company, N.A.
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101
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XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
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104
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The cover page from this current Report on Form 8-K, formatted as inline XBRL
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FOREST INVESTMENTS, INC.
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||
Date: December 29, 2020
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/s/ Brent J. Pearson
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By: Brent J. Pearson
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Title: Chief Financial Officer
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1 Year Great Elm Capital Chart |
1 Month Great Elm Capital Chart |
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