8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2017

Great Elm Capital Corp.

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of incorporation) 814-01211
(Commission File Number) 81-2621577
(IRS Employer Identification No.)

800 South Street, Suite 230, Waltham, MA
(Address of principal executive offices) 02453
(Zip Code)

Registrant's telephone number, including area code (617) 375-3006

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
☒	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2017, the registrant issued the press release and published a presentation furnished as exhibits 99.1 and 99.2, respectively, to this report.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished with this report but shall not be deemed filed.

Exhibit
Number	Description
99.1	Press release, dated November 6, 2017
99.2	Presentation, dated November 6, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized as of November 6, 2017.

GREAT ELM CAPITAL CORP.

/s/ Michael J. Sell

By:  Michael J. Sell

Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

Great Elm Capital Corp. Announces Third Quarter 2017 Financial Results; Net Investment Income of $0.32 Per Share; Board Declares First Quarter 2018 Distribution of $0.25 Per Share ($0.083 Per Share Per Month)

Waltham, Mass, November 6, 2017 – Great Elm Capital Corp. (“we”, “us”, “our” or “GECC”), (NASDAQ: GECC), today announced its financial results for the quarter ended September 30, 2017 and filed its quarterly report on Form 10-Q with the U.S. Securities and Exchange Commission.

FINANCIAL HIGHLIGHTS

▪ Net investment income (“NII”) for the quarter ended September 30, 2017 was approximately $3.6 million, or $0.32⁽¹⁾ per share, which was in excess of our declared distribution of $0.083 per share per month for the same period (approximately 1.28x distribution coverage).

▪ In November, the Board of Directors declared a monthly distribution of $0.083 per share for the first quarter of 2018, representing approximately 8.0% of September 30, 2017 NAV.

▪ Net assets on September 30, 2017 were approximately $132.8 million. Net asset value (“NAV”) per share on September 30, 2017 was $12.38, as compared to $13.29 per share on June 30, 2017. The decrease in NAV per share was primarily driven by unrealized, mark-to-market depreciation in our investment portfolio.

▪ We had approximately $59 thousand of net realized gains on portfolio investments that were monetized during the quarter ended September 30, 2017, or approximately $0.01 per share, and net unrealized depreciation of investments of approximately ($12.4) million, or approximately ($1.16) per share.

▪ During the quarter ended September 30, 2017, we purchased an aggregate of 838,724 shares through our stock buy-back program at an average price of $10.97, utilizing approximately $9.2 million of our $15.0 million 10b5-1 program and our overall $50 million stock repurchase program.

▪ From the commencement of the stock buyback program through November 6, 2017, we have purchased an aggregate of 1,357,079 shares at a weighted average price of $10.98 per share, resulting in approximately $14.9 million of cumulative cash paid to purchase shares (approximately 88.7% of September 30, 2017 NAV). Including the tender offer, we have purchased an aggregate of 2,226,644 shares to-date.

▪ During the quarter ended September 30, 2017, we invested approximately $49.5 million across five portfolio companies⁽²⁾, including three new portfolio investments.

1

During the quarter ended September 30, 2017, we monetized approximately $18.9 million across six portfolio companies (in part or in full).⁽³⁾

“As a team, we continue to focus intently on both monetizing the legacy portfolio investments and deploying capital into new investments. We’re pleased to report that we invested in three new companies during Q3, deploying nearly $30 million into these investments,” said Peter A. Reed, Chief Executive Officer of GECC. “Additionally, favorable capital markets conditions allowed us to refinance our debt and reduce our cost of borrowing by 175 basis points.”

PORTFOLIO AND INVESTMENT ACTIVITY

As of September 30, 2017, we held 24 debt investments across 20 companies, totaling approximately $152.8 million and representing 99.8% of invested capital. First lien and / or senior secured debt investments comprised 99.8% of invested capital as of the same date.

As of September 30, 2017, the weighted average current yield on our debt portfolio was approximately 13.4% with approximately 50.3% of invested debt capital in floating rate instruments.

During the quarter ended September 30, 2017, we deployed approximately $49.5 million⁽²⁾ into new and existing investments across five companies (three new, two existing). The weighted average price of the new debt investments was $0.96, carrying a weighted average current yield of 10.6%. All of these investments are first lien and / or senior secured investments.

During the quarter ended September 30, 2017, we monetized six investments, in part or in full, for approximately $18.9 million⁽³⁾, at a weighted average current yield of 11.2%. Our weighted average realization price was $1.00.

CONSOLIDATED RESULTS OF OPERATIONS

Total investment income for the quarter ended September 30, 2017 was approximately $6.5 million, or $0.58 per share. Net expenses for the period ended September 30, 2017 were approximately $2.9 million, or $0.26 per share.

Net realized gains for the quarter ended September 30, 2017 were approximately $59 thousand, or $0.01 per share. Net unrealized depreciation from investments for the quarter ended September 30, 2017 was approximately ($12.4) million, or ($1.16) per share.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2017, available liquidity from cash and money market investments was approximately $60.3 million, comprised of cash and cash equivalents, including investments in money market mutual funds.

Total debt outstanding as of September 30, 2017 was $66.3 million. Pro forma for the redemption of the FULLL notes on October 20, 2017, total debt outstanding was approximately $32.6 million, comprised entirely of the 6.50% notes due September 2022 (NASDAQ: GECCL).

RECENT DEVELOPMENTS

Distributions:

Our board of directors declared the monthly distributions for the Q1/2018 at $0.083 per share. The schedule of distribution payments is as follows:

Month	Rate	Record Date	Payable Date
January	$0.083	January 31, 2018	February 15, 2018
February	$0.083	February 28, 2018	March 15, 2018
March	$0.083	March 30, 2018	April 16, 2018

Our distribution policy has been designed to set a base distribution rate that is well-covered by NII. From time to time, as catalyst-driven investments are realized, we intend to supplement monthly distributions with special distributions from NII in excess of the declared distributions.⁽⁴⁾

Portfolio Investments:

In October 2017, the loans to Geo Specialty Chemicals, Inc. were extended to now mature on April 30, 2019.

In October 2017, the DIP loan to Optima Specialty Steel, Inc. was extended to now mature on November 30, 2017.

In October 2017, we purchased an additional $3.0 million par value of International Wire Group, Inc. bonds at a price of approximately 91.5% of par value.

Capitalization:

On July 31, 2017, we filed a registration statement with the SEC for a baby bond offering to commence as early as September. The intended use of proceeds was to pay off the callable 8.25% notes of 2020 (NASDAQ: FULLL) that were assumed in the merger with Full Circle and to make new investments, consistent with our investment objectives.

On September 13, 2017, we priced a deal of approximately $28.375 million in newly issued 6.50% notes due September 2022 (callable starting in September 2019), plus a fully subscribed over-allotment option for a total issue size of $32.631 million. Concurrent with the settlement of these notes, we provided notification of redemption to the existing FULLL noteholders. The new notes trade under the ticker “GECCL”. We reduced the interest rate on our debt by 175 basis points, resulting in an annual cash savings of approximately $721 thousand.

On October 20, 2017, the 2020 Notes that were assumed in the merger were redeemed in full.

Board of Directors:

At our November 2, 2017 annual meeting of stockholders, Revell Horsey, Mark Kuperschmid and Michael Speller were elected to our board of directors.  Our board designated Mr. Kuperschmid as our Lead Independent Director.

CONFERENCE CALL AND WEBCAST

Great Elm Capital Corp. will host a conference call and webcast on Tuesday, November 7, 2017 at 10:00 a.m. New York City time to discuss its third quarter financial results. All interested parties are invited to participate in the conference call by dialing +1 (844) 820-8297; international callers should dial +1 (661) 378-9758. Participants should enter the Conference ID 9889719 when asked. For a copy of the slide presentation that will be referenced during the course of our conference call, please visit: http://www.investor.greatelmcc.com/events-and-presentations/presentations.

The presentation will also be published after the close of the financial markets on Monday, November 6, 2017. Additionally, the conference call will be webcast simultaneously at https://edge.media-server.com/m6/p/ve3m3y9e.

About Great Elm Capital Corp.

Great Elm Capital Corp. is an externally managed, specialty finance company focused on investing in debt instruments of middle market companies. GECC elected to be regulated as

a business development company under the Investment Company Act of 1940, as amended. GECC focuses on special situations and catalyst-driven investments as it seeks to generate attractive, risk-adjusted returns through both current income and capital appreciation.

Cautionary Statement Regarding Forward-Looking Statements

Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “expect,” “anticipate,” “should,” “will,” “estimate,” “designed,” “seek,” “potential,” “continue,” “upside,” and “potential,” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: conditions in the credit markets, the price of GECC common stock, performance of GECC’s portfolio and investment manager. Information concerning these and other factors can be found in GECC’s Form 10-K and other reports filed with the SEC. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

This press release does not constitute an offer of any securities for sale.

Media & Investor Contact:

Meaghan K. Mahoney

Senior Vice President

+1 (617) 375-3006

investorrelations@greatelmcap.com

Endnotes:

⁽¹⁾ The per share figures are based on a weighted average of 11,342,048 shares for the three months ended September 30, 2017, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements.

⁽²⁾This includesnew deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and PIK interest. Amounts included herein do not includeinvestmentsin short-term securities, including United States Treasury Bills and money market mutual funds.

⁽³⁾ This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

⁽⁴⁾ There can be no assurance that any such supplemental amounts will be received or realized, or even if received and realized, distributed or available for distribution. Past distributions are not indicative of future distributions. Distributions are declared by the Board out of the funds legally available therefor. Though GECC intends to pay distributions monthly, it is not obligated to do so.

GREAT ELM CAPITAL CORP. CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES Dollar amounts in thousands (except per share amounts)	September 30, 2017			December 31, 2016
Assets	(unaudited)
Non-affiliated, non-controlled investments, at fair value    (amortized cost of $164,758 and $163,809, respectively)	$	133,100		$	150,323
Non-affiliated, non-controlled short term investments, at fair value    (amortized cost of $52,269 and $0, respectively)		52,269			—
Affiliated investments, at fair value    (amortized cost of $4,240 and $4,255, respectively)		2,481			4,286
Controlled investments, at fair value    (amortized cost of $18,237 and $68, respectively)		17,556			68
Total investments		205,406			154,677
Cash and cash equivalents		8,018			66,782
Receivable for investments sold		—			9,406
Interest receivable		3,648			4,338
Dividends receivable		34			—
Principal receivable		—			786
Due from portfolio company		184			312
Deposit at broker		267			56
Due from affiliates		610			80
Prepaid expenses and other assets		128			107
Total assets	$	218,295		$	236,544
Liabilities
Notes payable 8.25% due June 30, 2020 (including unamortized premium    of $698 and $888 at September 30, 2017 and December 31, 2016, respectively)	$	34,344		$	34,534
Notes payable 6.50% due September 18, 2022 (including unamortized discount    of $1,509 and $0 at September 30, 2017 and December 31, 2016, respectively)	$	31,122		$	—
Payable for investments purchased		12,853			21,817
Interest payable		77			—
Distributions payable		891			2,123
Due to affiliates		4,626			3,423
Accrued expenses and other liabilities		967			1,663
Offering costs payable		610			—
Total liabilities	$	85,490		$	63,560
Commitments and contingencies (Note 6)	$	—		$	—
Net Assets
Common stock, par value $0.01 per share (100,000,000 shares authorized,    10,729,831 and 12,790,880 shares issued and outstanding at    September 30, 2017 and December 31, 2016, respectively)	$	107		$	128
Additional paid-in capital		195,877			219,317
Accumulated net realized losses		(30,921	)		(34,341	)
Undistributed net investment income		3,579			1,335
Net unrealized depreciation on investments		(35,837	)		(13,455	)
Total net assets	$	132,805		$	172,984
Total liabilities and net assets	$	218,295		$	236,544
Net asset value per share	$	12.38		$	13.52

GREAT ELM CAPITAL CORP. CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) Dollar amounts in thousands (except per share amounts)	For the Three Months Ended September 30,			For the Nine Months Ended September 30,
	2017			2017
	(unaudited)			(unaudited)
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments	$	5,677		$	17,719
Affiliated investments		-			48
Controlled investments		670			1,544
Total interest income		6,347			19,311
Dividend income from non-affiliated, non-controlled investments		108			239
Other income		11			468
Total investment income		6,466			20,018
Expenses:
Management fees		547			1,686
Incentive fees		890			2,784
Administration fees		287			1,054
Custody fees		10			34
Directors’ fees		40			88
Professional services		212			719
Interest expense		717			1,979
Other expenses		193			462
Total expenses		2,896			8,806
Accrued administration fee waiver		0			70
Net expenses		2,896			8,876
Net investment income		3,570			11,142
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain/(loss) from:
Non-affiliated, non-controlled investments		59			3,420
Affiliated investments		—			—
Controlled investments		—			—
Total net realized gain/(loss)		59			3,420
Net change in unrealized appreciation (depreciation) from:
Non-affiliated, non-controlled investments		(13,921	)		(19,911	)
Affiliated investments		230			(1,790	)
Controlled investments		1,330			(681	)
Total net change in unrealized appreciation (depreciation)		(12,361	)		(22,382	)
Net realized and unrealized gains (losses)		(12,302	)		(18,962	)
Net increase (decrease) in net assets resulting from operations	$	(8,732	)	$	(7,820	)
Net investment income per share (basic and diluted):	$	0.32		$	0.93
Earnings per share (basic and diluted):	$	(0.77	)	$	(0.65	)
Weighted average shares outstanding:		11,342,048			11,988,368

GREAT ELM CAPITAL CORP. PER SHARE DATA (unaudited)	For the Three Months Ended September 30,
	2017
Per Share Data:(1)
Net asset value, beginning of period	$	13.29
Net investment income		0.32
Net realized gains		0.01
Net unrealized losses		(1.16	)
Net increase (decrease) in net assets resulting from operations		(0.83	)
Accretion from share buybacks		0.17
Distributions declared from net investment income(2)		(0.25	)
Distributions declared from net realized gains(2)		0.00
Net decrease resulting from distributions to common stockholders		(0.25	)
Net asset value, end of period	$	12.38

	For the Nine Months Ended September 30,
	2017
Per Share Data:(1)
Net asset value, beginning of period	$	13.52
Net investment income		0.93
Net realized gains		0.29
Net unrealized losses		(1.98	)
Net increase (decrease) in net assets resulting from operations		(0.76	)
Accretion from share buybacks		0.37
Distributions declared from net investment income(2)		(0.75	)
Distributions declared from net realized gains(2)		0.00
Net decrease resulting from distributions to common stockholders		(0.75	)
Net asset value, end of period	$	12.38

⁽¹⁾ The per share data was derived by using the weighted average shares outstanding during the period.

⁽²⁾ The per share data for distributions declared reflects the actual amount of distributions of record per share for the period.

EX-99.2

Great Elm Capital Corp. (NASDAQ: GECC) Investor Presentation – Quarter Ended September 30, 2017 November 6, 2017 © 2017 Great Elm Capital Corp. Exhibit 99.2

© 2017 Great Elm Capital Corp. Disclaimer Statements in this communication that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “target,” “opportunity,” “sustained,” “positioning,” “designed,” “create,” “seek,” “would,” “could”, “potential,” “continue,” “ongoing,” “upside,” “increases,” and “potential,” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: conditions in the credit markets, the price of Great Elm Capital Corp. (“GECC”) common stock, performance of GECC’s portfolio and investment manager. Additional information concerning these and other factors can be found in GECC’s Form 10-K and other reports filed with the SEC. GECC assumes no obligation to, and expressly disclaims any duty to, update any forward-looking statements contained in this communication or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. You should consider the investment objective, risks, charges and expenses of GECC carefully before investing. GECC’s filings with the SEC contain this and other information about GECC and are available by contacting GECC at the phone number and address at the end of this presentation. The SEC also maintains a website that contains the aforementioned documents. The address of the SEC’s website is http://www.sec.gov. These documents should be read and considered carefully before investing.   The performance, distribution and financial data contained herein represent past performance, distributions and results and neither guarantees nor is indicative of future performance, distributions or results. Investment return and principal value of an investment will fluctuate so that an investor’s shares may be worth more or less than the original cost. GECC’s market price and net asset value will fluctuate with market conditions. Current performance may be lower or higher than the performance data quoted. All information and data, including portfolio holdings and performance characteristics, is as of September 30, 2017, unless otherwise noted, and is subject to change. This presentation does not constitute an offer of any securities for sale.

© 2017 Great Elm Capital Corp. About GECC GECC Investment Objective Investment Strategy Externally managed, special situations-focused BDC Common stock trades as “GECC” and baby bonds as “GECCL” $0.083 per share monthly distribution1 To generate both current income and capital appreciation, while seeking to protect against risk of capital loss Focus on investing in catalyst-driven, total return leveraged transactions of predominantly middle market issuers Portfolio (as of 9/30/2017) $153.1 million in investments at fair value; $132.8 million net asset value Weighted average current yield of 13.4%2 Invested in 22 companies across more than 15 industries and 31 investments (24 debt, seven equity) (1) Based on distributions that have been declared through March 2018. Past distributions are not indicative of future distributions. Distributions are declared by the Board by the funds legally available therefor. Though GECC intends to pay distributions monthly, it is not obligated to do so. Please refer to “Distribution Policy & Declared Distributions” later in this presentation. (2) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date.

© 2017 Great Elm Capital Corp. Financial & Portfolio Review (Quarter Ended 9/30/2017)

© 2017 Great Elm Capital Corp. Financial & Portfolio Highlights Q4/20163 Q1/2017 Q2/2017 Q3/20175 Earnings Per Share (“EPS”) ($1.39) $0.27 ($0.20) ($0.77) Net Investment Income (“NII”) Per Share $0.00 $0.32 $0.29 $0.32 NII Per Share Excluding One-Time Merger / Formation Costs $0.28 N/A N/A N/A Net Realized Gains Per Share $0.02 $0.16 $0.11 $0.01 Net Unrealized Losses Per Share ($1.05) ($0.21) ($0.60) ($1.16) Net Asset Value Per Share at Period End $13.52 $13.59 $13.29 $12.38 Financial Highlights Q4/20163 Q1/2017 Q2/2017 Q3/2017 Capital Deployed $42.5 million $75.9 million $21.4 million $49.5 million Investments Monetized $41.7 million $78.8 million $37.6 million $18.9 million Total Fair Value of Investments at Period End4 $154.7 million $152.2 million $131.6 million $153.1 million Net Asset Value at Period End $173.0 million $170.4 million $153.7 million $132.8 million Total Assets at Period End $236.5 million $225.5 million $213.7 million $218.3 million Cash and Money Market Investments at Period End4 $66.8 million $66.8 million $58.9 million $60.3 million Portfolio Highlights (3) References to Q4 refer to the partial period commencing on November 3, 2016 upon the closing of the merger and ending December 31, 2016. (4) Cash and money market investments include money market funds. Total Fair Value of Investments does not include investments in short-term securities, including United States Treasury Bills and money market mutual funds. (5) The per share figures are based on a weighted average of 11,342,048 shares for the quarter ended September 30, 2017, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements.

© 2017 Great Elm Capital Corp. Financial Review Total investment income for the quarter ended September 30, 2017 was approximately $6.5 million, or $0.58 per share Net expenses for the quarter ended September 30, 2017 were approximately $2.9 million, or $0.26 per share Net investment income for the quarter ended September 30, 2017 was approximately $3.6 million, or $0.32 per share Net realized gains for the quarter ended September 30, 2017 were approximately $59 thousand, or $0.01 per share Net unrealized depreciation of investments for the quarter ended September 30, 2017 was approximately ($12.4) million, or ($1.16) per share The per share figures are based on a weighted average of 11,342,048 shares for the quarter ended September 30, 2017, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements.

© 2017 Great Elm Capital Corp. Financial Review - Quarter Ended 9/30/2017 In Thousands Per Share6 Total Investment Income7 $ 6,466 $ 0.58 Interest Income 6,347 0.57 Dividend & Other Income 119 0.01 Net Operating Expenses 2,896 0.26 Management fees 547 0.05 Incentive fees 890 0.08 Total Investment Management fees 1,437 0.13 Administration fees 287 0.03 Directors’ fees 40 0.00 Interest expense 717 0.06 Professional services 212 0.02 Custody fees 10 0.00 Other 193 0.02 Fees Waivers and Expense Reimbursement - 0.00 Net Investment Income $ 3,570 $ 0.32 (6) The per share figures are based on a weighted average of 11,342,048 shares for the quarter ended September 30, 2017, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements. (7) Total investment income includes PIK income of $332 and net accretion of OID and market discount of $1,487 for the quarter ended September 30, 2017.

© 2017 Great Elm Capital Corp. Portfolio Highlights - Quarter Ended 9/30/2017 13.4% Weighted average current yield on portfolio8 99.8% Percentage of the portfolio (based on fair value of investments) invested in 1st lien and/or senior secured instruments $0.705 Weighted average dollar price of debt investments in the portfolio, representative of our special situations investment approach9 As of September 30, 2017, approximately 75%10of the portfolio was invested in ideas that are representative of the manner in which GECM intends to manage the portfolio going forward (8) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. (9) Weighted average dollar price is based on the stated par value and fair value of outstanding debt securities at the measurement date. (10) The balance of the portfolio remains in legacy Full Circle positions that were acquired in the merger with Full Circle.

© 2017 Great Elm Capital Corp. Portfolio Overview - Quarter Ended 9/30/2017 24 Debt Investments $152.8 million Fair Value Invested in Debt Instruments 50.3% in Floating Rate Instruments 13.4%11 Weighted Average Current Yield 99.8% Of Invested Capital in Debt Instruments (100% of fair value in first lien / senior secured) Seven Equity Investments $349 thousand Fair Value Invested in Equity Instruments Debt Investments: Equity Investments: 0.2% Of Invested Capital in Equity Investments (11) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. Amounts in the above tables do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

© 2017 Great Elm Capital Corp. Portfolio Activity - Quarter Ended 9/30/2017 $49.5 million Capital deployed into five companies (three new, two existing) with a weighted average dollar price of $0.96 and a weighted average current yield of 10.6%12 $18.9 million Monetized (in part or full) six investments at a weighted average dollar price of $1.00 and a weighted average current yield of 11.2%13 (12) This includes new deals, additional fundings (inclusive of those on revolving credit facilities), refinancings and PIK interest. Amounts included herein are exclusive of investments in short-term securities, including United States Treasury Bills and money market mutual funds. Weighted average dollar price is based upon the stated par value and fair value of outstanding debt securities at the measurement date. Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. (13) This includes scheduled principal payments, prepayments, sales and repayments (inclusive of those on revolving credit facilities). Amounts included herein are exclusive of investments in short-term securities, including United States Treasury Bills and money market mutual funds. Weighted average dollar price is based upon the stated par value and fair value of outstanding debt securities at the measurement date. Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date.

© 2017 Great Elm Capital Corp. Portfolio Breakdown by Asset Type and Interest Rate Type Portfolio by Asset Type Portfolio by Interest Rate Type Investments:   Investments at Fair Value   % of Total Portfolio 1st Lien / Senior Secured Debt   $ 152,788   99.8% Unsecured Debt   $ -   0.0% Equity / Other   $ 349   0.2% Total Investments at Fair Value   $ 153,137   100%     Count   Investments at Fair Value   % of Debt Holdings Fixed Rate   9   $ 76,000   49.7% Floating Rate   15   $ 76,789   50.3%     24   $ 152,788   100% Weighted average fixed rate yield of 10.48%14 (14) Weighted average fixed rate current yield is based upon the stated coupon rate and fair value of outstanding fixed rate debt securities at the measurement date. Amounts in the above tables do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

© 2017 Great Elm Capital Corp. Portfolio Breakdown by Industry     Investments at Fair Value   Percentage of Total Portfolio Wireless Telecommunications Services   $ 36,858   24.1% Building Cleaning and Maintenance Services   $ 17,541   11.5% Metals & Mining   $ 12,655   8.3% Chemicals   $ 9,962   6.5% Retail   $ 9,263   6.0% Manufacturing   $ 9,225   6.0% Radio Broadcasting   $ 8,842   5.8% Wireless Communications   $ 8,817   5.8% Industrial Other   $ 8,090   5.3% Consumer Discretionary   $ 7,964   5.2% Real Estate Services   $ 6,417   4.2% Water Transport   $ 5,426   3.5% Information and Data Services   $ 4,637   3.0% Consumer Finance   $ 3,002   2.0% Maritime Security Services   $ 2,481   1.6% Hotel Operator   $ 1,681   1.1% Internet Advertising   $ 159   0.1% Grain Mill Products   $ 117   0.1% Energy Efficiency Services   $ —   0.0% Total   $ 153,137   100% Amounts in the above table do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

Subsequent Events (through November 3, 2017) © 2017 Great Elm Capital Corp. On October 20, 2017, the 2020 Notes that were assumed in the merger were redeemed in full In October 2017, the loans to Geo Specialty Chemicals, Inc. were extended to now mature on April 30, 2019 In October 2017, the DIP loan to Optima Specialty Steel, Inc. was extended to now mature on November 30, 2017 In October 2017, we purchased an additional $3.0 million par value of International Wire Group, Inc. bonds at a price of approximately 91.5% of par value At our November 2, 2017 annual meeting of stockholders, Revell Horsey, Mark Kuperschmid and Michael Speller were elected to our board of directors. Our board designated Mr. Kuperschmid as our Lead Independent Director

© 2017 Great Elm Capital Corp. Capital Activity

© 2017 Great Elm Capital Corp. Distribution Policy & Declared Distributions On August 8, 2017, we declared our monthly Q4/2017 distribution amount and schedule. We generated $0.32 in NII per share during the quarter, a 1.28x distribution coverage On November 2, 2017, we declared our monthly Q1/2018 distribution amount and schedule; this distribution rate of $0.083 per share per month represents an annual distribution of approximately 8.0% of 9/30/2017 NAV. The schedule is as follows: From time to time, as catalyst-driven investments are realized, we intend to supplement monthly distributions with special distributions from NII in excess of the declared distributions15 (15) There can be no assurance that any such supplemental amounts will be received or realized, or even if received and realized, distributed or available for distribution. Past distributions are not indicative of future distributions. Distributions are declared by the Board out of the funds legally available therefor. Though GECC intends to pay distributions monthly, it is not obligated to do so. Month Rate Record Date Payable Date January $0.083 January 31, 2018 February 15, 2018 February $0.083 February 28, 2018 March 15, 2018 March $0.083 March 30, 2018 April 16, 2018 Month Rate Record Date Payable Date October $0.083 October 31, 2017 November 15, 2017 November $0.083 November 30, 2017 December 15, 2017 December $0.083 December 29, 2017 January 16, 2018

© 2017 Great Elm Capital Corp. Stock Buyback Program & Self-Tender Post the closing of the merger in November 2016, we commenced our stock buyback program, executed through a 10b5-1 plan, to repurchase shares whenever they trade below 90% of the last published NAV Our Board of Directors approved $15 million for the 10b5-1 plan over 18 months, which commenced in November 2016. In addition to the 10b5-1 plan, our Board of Directors has authorized an additional $35 million in share repurchasing capacity For the quarter ended September 30, 2017, we purchased an aggregate of 838,724 shares at a weighted average price of $10.97 per share, resulting in approximately $9.2 million of cash paid to purchase shares (87.5% of September 30, 2017 NAV) From the commencement of the stock buyback program through November 6, 2017, we have purchased an aggregate of 1,357,079 shares at a weighted average price of $10.98 per share, resulting in approximately $14.9 million of cumulative cash paid to purchase shares (approximately 88.7% of September 30, 2017 NAV). Including the tender offer, we have purchased an aggregate of 2,226,644 shares to-date We had approximately $8.5 million of cash and cash equivalents as of November 3, 2017

© 2017 Great Elm Capital Corp. Stock Buyback Program & Self-Tender - Monthly Activity Month Total Number of Shares Purchased Average Price Per Share November 2016 16,030 $ 10.79 December 2016 82,142 $ 10.72 Total 2016 98,172 $ 10.73 January 2017 132,434 $ 11.48 February 2017 72,678 $ 11.26 March 2017 40,617 $ 11.09 April 2017 16,846 $ 11.38 May 201716 944,535 $ 11.44 June 2017 15,215 $ 10.42 July 2017 47,961 $ 10.73 August 2017 37,666 $ 10.78 September 2017 753,097 $ 11.00 Total 2017 2,061,049 $ 11.23 Total 2,159,221 $ 11.21 (16) Share amounts in this line include the repurchase of 869,565 shares on May 12, 2017 in accordance with the $10,000 tender offer announced on March 30, 2017 that expired on May 5, 2017.

© 2017 Great Elm Capital Corp. Baby Bond Offering On July 31, 2017, we filed a registration statement with the SEC for a baby bond offering to commence as early as September. The intended use of proceeds was to pay off the callable 8.25% notes of 2020 (NASDAQ: FULLL) that were assumed in the merger with Full Circle and to make new investments, consistent with our investment objectives We were looking to raise at least $25 million in newly issued notes, seeking to take advantage of the current favorable market conditions for borrowers and to reduce the cost of GECC’s unsecured debt obligations On September 13, 2017, we priced a deal of approximately $28.375 million in newly issued 6.50% notes due September 2022 (callable starting in September 2019), plus a fully subscribed over-allotment option for a total issue size of $32.631 million. Concurrent with the settlement of these notes, we provided notification of redemption to the existing FULLL noteholders, indicating the notes were to be redeemed on October 20, 2017. The new notes trade under the ticker “GECCL” We reduced the interest rate on our debt by 175 basis points, resulting in an annual cash savings of approximately $721 thousand

Contact Information © 2017 Great Elm Capital Corp. Investor Relations Meaghan K. Mahoney Senior Vice President 800 South Street, Suite 230 Waltham, MA 02453 Phone: +1 (617) 375-3006 investorrelations@greatelmcap.com

© 2017 Great Elm Capital Corp. Appendix: General Risks Debt instruments are subject to credit and interest rate risks.   Credit risk refers to the likelihood that an obligor will default in the payment of principal or interest on an instrument. Financial strength and solvency of an obligor are the primary factors influencing credit risk. In addition, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument and debt instrument that are rated by rating agencies are often reviewed and may be subject to downgrade. Our debt investments either are, or if rated would be, rated below investment grade by independent rating agencies. These “junk bonds” and “leveraged loans” are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may be illiquid and difficult to value and typically do not require repayment of principal before maturity, which potentially heightens the risk that we may lose all or part of our investment.   Interest rate risk refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate obligations) or directly (especially in the case of instrument whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors).   GECC utilizes leverage to seek to enhance the yield and net asset value of its common stock. These objectives will not necessarily be achieved in all interest rate environments. The use of leverage involves risk, including the potential for higher volatility and greater declines of GECC’s net asset value, fluctuations of dividends and other distributions paid by GECC and the market price of GECC’s common stock, among others. The amount of leverage that GECC may employ at any particular time will depend on, among other things, our Board’s and our adviser’s assessment of market and other factors at the time of any proposed borrowing.   As part of our lending activities, we may purchase notes or make loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financings may result in significant financial returns to us, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. We cannot assure you that we will correctly evaluate the value of the assets collateralizing our investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a portfolio company, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the investment advanced by us to the borrower.