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):  March 12, 2018

_______________________________________

Great Elm Capital Corp.

(Exact name of registrant as specified in its charter)

_______________________________________

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

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

Emerging growth company ☒

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 March 12, 2018, the registrant issued the press release and published a presentation furnished as exhibits 99.1 and 99.2, respectively, to this report.

The foregoing information (including the exhibits hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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

Exhibit Number	Description
99.1	Press release, dated March 12, 2018.
99.2	Presentation, dated March 12, 2018.

SIGNATURES

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

	GREAT ELM CAPITAL CORP.
	/s/ Michael J. Sell
Date:  March 12, 2018	By:	Michael J. Sell
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Great Elm Capital Corp. Announces Fourth Quarter 2017 Financial Results; Net Investment Income of $0.60 Per Share; Board Declares Second Quarter 2018 Distribution of $0.25 Per Share ($0.083 Per Share Per Month)

Waltham, Mass, March 12, 2018 – Great Elm Capital Corp. (“we”, “us”, “our” or “GECC”), (NASDAQ: GECC), today announced its financial results for the quarter ended December 31, 2017 and filed its annual report on Form 10-K with the U.S. Securities and Exchange Commission.

FINANCIAL HIGHLIGHTS

▪ Net investment income (“NII”) for the quarter ended December 31, 2017 was approximately $6.4 million, or $0.60⁽¹⁾ per share, which was in excess of our declared monthly base distribution of $0.083 per share (or approximately $0.25 per share for the quarter) for the same period, which equated to a 2.4x base distribution coverage or 1.3x coverage when including the special distribution.

▪ Net investment income for the year ended December 31, 2017 was approximately $17.6 million, or $1.52 per share, which equated to a 1.5x base distribution coverage or 1.2x coverage when including the special distribution.

▪ In March, the Board of Directors declared monthly distributions of $0.083 per share for the second quarter of 2018, representing a yield of approximately 8.02% of December 31, 2017 NAV.

▪ Net assets on December 31, 2017 were approximately $132.3 million. Net asset value (“NAV”) per share on December 31, 2017 was $12.42, as compared to $12.38 per share on September 30, 2017.

▪ We had approximately $213 thousand of net realized gains on portfolio investments that were monetized during the quarter ended December 31, 2017, or approximately $0.02 per share, and net unrealized depreciation of investments of approximately ($1.6) million, or approximately ($0.16) per share.

▪ During the quarter ended December 31, 2017, we purchased an aggregate of 77,430 shares through our stock buy-back program at an average price of $10.24, utilizing approximately $792.5 thousand 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 March 8, 2018, including the tender offer, we have purchased an aggregate of 2,236,651 shares at a weighted average price of $11.18 per share, resulting in approximately $25 million of cumulative cash paid to purchase shares and $0.43 per share in accretion to our NAV.

1

▪ During the quarter ended December 31, 2017, we invested approximately $46.1 million across 11 portfolio companies⁽²⁾, including four new portfolio investments. During the quarter ended December 31, 2017, we monetized approximately $39.7 million across 16 portfolio companies (in part or in full).⁽³⁾

“As we reflect on our first full year in managing GECC, we are proud to highlight some significant accomplishments: the successful monetization of a number of legacy Full Circle investments; out-earning our regular monthly distribution each quarter of 2017, which we supplemented with a special distribution in Q4 to bring our annual distribution yield to 9.63% of our December 31st NAV; and the on-going thoughtful deployment of capital into a number of attractive risk-adjusted opportunities,” said Peter A. Reed, GECC’s President and Chief Executive Officer. “Through these actions, we continue to demonstrate our intense focus on creating long-term shareholder value.”

PORTFOLIO AND INVESTMENT ACTIVITY

As of December 31, 2017, we held 24 debt investments across 19 companies, totaling approximately $164.5 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 December 31, 2017, the weighted average current yield on our debt portfolio was approximately 15.3% with approximately 48.1% of invested debt capital in floating rate instruments.

During the quarter ended December 31, 2017, we deployed approximately $46.1 million⁽²⁾ into new and existing investments across 11 companies (four new investments, seven additional investments). The weighted average price of the new debt investments was 97% of par, carrying a weighted average current yield of 11.4%. All of these investments are first lien and / or senior secured investments.

During the quarter ended December 31, 2017, we monetized 16 investments, in part or in full, for approximately $39.7 million⁽³⁾, at a weighted average current yield of 10.4%. Our weighted average realization price was par.

CONSOLIDATED RESULTS OF OPERATIONS

Total investment income for the quarter ended December 31, 2017 was approximately $9.7 million, or $0.92 per share. Net expenses for the period ended December 31, 2017 were approximately $3.3 million, or $0.32 per share.

Net realized gains for the quarter ended December 31, 2017 were approximately $213 thousand, or $0.02 per share. Net unrealized depreciation from investments for the quarter ended December 31, 2017 was approximately ($1.6) million, or ($0.16) per share.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2017, available liquidity from cash and money market investments was approximately $18.9 million, exclusive of our holdings of United States Treasury Bills.

Total debt outstanding as of December 31, 2017 was $32.6 million. Pro forma for the issuance of the GECCM notes in January and February 2018, total debt outstanding as of March 2018 was approximately $79.0 million, comprised of the 6.50% notes due September 2022 (NASDAQ: GECCL) and the 6.75% notes due January 2025 (NASDAQ: GECCM).

RECENT DEVELOPMENTS

Distributions:

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

Month	Rate	Record Date	Payable Date
April	$0.083	April 30, 2018	May 15, 2018
May	$0.083	May 31, 2018	June 15, 2018
June	$0.083	June 29, 2018	July 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 or when we out-earn our declared distributions, we intend to supplement monthly distributions with special distributions from NII generated in excess of the declared distributions, such as the $0.20 per share special distribution that was declared in December 2017 and paid in January 2018.⁽⁴⁾

Portfolio Investments:

▪ In January 2018, we sold our position in Almonde, Inc. at a price of approximately 101% of par value.

▪ In January 2018, we sold $2.0 million of our position in NANA Development Corp. at a price of approximately 101% of par value.

▪ In January 2018, we purchased $5.0 million of par value of Sungard Availability Services, Inc. first lien term loan at a price of approximately 93% of par value.  Such

debt security bears interest at a rate of 3-Month LIBOR plus 7.00% and matures September 30, 2021.

▪ In February 2018, we purchased $10.0 million of par value of Full House Resorts, Inc. senior secured first lien notes at an issuance price of approximately 98% of par value. Such debt security bears interest at a rate of 3-Month LIBOR plus 7.00% and matures February 2, 2024.

▪ In February 2018, we purchased an additional $4.4 million of par value of Michael Baker International, LLC second lien bonds at a price of approximately 98% of par value.

▪ In February 2018, PE Facility Solutions, LLC prepaid approximately $1.0 million of its term loan B at par plus accrued interest.

▪ In February and March 2018, we purchased an additional $2.6 million of par value of SESAC Holdco II, LLC second lien loan at a price of approximately par.

▪ In March 2018, the court in Caldwell County, Texas ruled in our favor in FCCC v. Pumphrey and awarded us damages of $3.85 million. This amount is in addition to amounts previously collected on our investment in Luling Lodging LLC.  While these damages have been awarded to us, there are no guarantees as to their timing or collectability.  

Capitalization:

In January and February 2018, we sold approximately $44.9 million of 6.75% notes of 2025 (NASDAQ: GECCM), plus $1.5 million of the over-allotment option for a total issue size of approximately $46.4 million. The seven-year notes mature on January 31, 2025 and are callable after January 31, 2021. The intended use of proceeds for this offering was to make investments consistent with GECC’s investment objectives and for general corporate purposes.

CONFERENCE CALL AND WEBCAST

Great Elm Capital Corp. will host a conference call and webcast on Monday, March 12, 2018 at 9:00 a.m. New York City time to discuss its fourth 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 7057579 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 before the opening of the financial markets on Monday, March 12, 2018. Additionally, the conference call will be webcast simultaneously at: https://edge.media-server.com/m6/p/s7s8czbo.

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,” “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 shares outstanding for the three months ended December 31, 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 include investments in 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)	December 31, 2017			December 31, 2016
Assets
Non-affiliated, non-controlled investments, at fair value    (amortized cost of $179,558 and $163,809, respectively)	$	144,996		$	150,323
Non-affiliated, non-controlled short term investments, at fair value    (amortized cost of $65,892 and $0, respectively)		65,890			—
Affiliated investments, at fair value    (amortized cost of $4,240 and $4,255, respectively)		1,770			4,286
Controlled investments, at fair value    (amortized cost of $18,487 and $68, respectively)		18,104			68
Total investments		230,760			154,677
Cash and cash equivalents		2,916			66,782
Receivable for investments sold		12			9,406
Interest receivable		5,027			4,338
Principal receivable		—			786
Due from portfolio company		204			312
Deposit at broker		—			56
Due from affiliates		692			80
Prepaid expenses and other assets		302			107
Total assets	$	239,913		$	236,544
Liabilities
Notes payable 8.25% due June 30, 2020 (including unamortized premium    of $0 and $888 at December 31, 2017 and December 31, 2016, respectively)	$	—		$	34,534
Notes payable 6.50% due September 18, 2022 (including unamortized discount    of $1,435 and $0 at December 31, 2017 and December 31, 2016, respectively)		31,196			-
Payable for investments purchased		66,165			21,817
Interest payable		354			—
Distributions payable		3,015			2,123
Due to affiliates		6,193			3,423
Accrued expenses and other liabilities		703			1,663
Total liabilities	$	107,626		$	63,560
Commitments and contingencies (Note 6)	$	—		$	—
Net Assets
Common stock, par value $0.01 per share (100,000,000 shares authorized,    10,652,401 and 12,790,880 shares issued and outstanding at    December 31, 2017 and December 31, 2016, respectively)	$	107		$	128
Additional paid-in capital		198,426			219,317
Accumulated net realized losses		(33,328	)		(34,341	)
Undistributed net investment income		4,499			1,335
Net unrealized depreciation on investments		(37,417	)		(13,455	)
Total net assets	$	132,287		$	172,984
Total liabilities and net assets	$	239,913		$	236,544
Net asset value per share	$	12.42		$	13.52

GREAT ELM CAPITAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS Dollar amounts in thousands (except per share amounts)	For the Three Months Ended December 31,			For the Year Ended December 31,			For the Period Ended December 31,
	2017			2017			2016
Investment Income:
Interest income from:
Non-affiliated, non-controlled investments	$	2,040		$	15,830		$	5,211
Non-affiliated, non-controlled investments (PIK)		6,790			10,719			-
Affiliated investments		25			73			102
Controlled investments		427			1,312			-
Controlled investments (PIK)		331			990			-
Total interest income		9,613			28,924			5,313
Dividend income from non-affiliated, non-controlled investments		59			298			-
Other income from:
Non-affiliated, non-controlled investments		27			470			518
Controlled investments		11			36			-
Total other income		38			506			518
Total investment income		9,710			29,728			5,831
Expenses:
Management fees		612			2,298			392
Incentive fees		1,610			4,394			863
Administration fees		308			1,362			224
Custody fees		28			62			10
Directors’ fees		48			136			38
Professional services		294			1,013			186
Professional services related to the Merger and Formation transactions		-			-			3,471
Interest expense		60			2,039			420
Other expenses		193			655			214
Total expenses		3,153			11,959			5,818
Accrued administration fee waiver		—			(70	)		80
Net expenses		3,153			12,029			5,738
Net investment income before taxes		6,557			17,699			93
Excise tax		124			124			88
Net investment income		6,433			17,575			5
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-affiliated, non-controlled investments		221			3,641			274
Affiliated investments		—			—			—
Controlled investments		(8	)		(8	)		—
Purchase accounting		—			—			(4,698	)
Total net realized gain (loss)		213			3,633			(4,424	)
Net change in unrealized appreciation (depreciation) from:
Non-affiliated, non-controlled investments		(1,167	)		(21,078	)		(13,487	)
Affiliated investments		(711	)		(2,501	)		32
Controlled investments		298			(383	)		—
Total net change in unrealized appreciation (depreciation)		(1,580	)		(23,962	)		(13,455	)
Net realized and unrealized gains (losses)		(1,367	)		(20,329	)		(17,879	)
Net increase (decrease) in net assets resulting from operations	$	5,066		$	(2,754	)	$	(17,874	)
Net investment income per share (basic and diluted):	$	0.60		$	1.52		$	—		(1)
Earnings per share (basic and diluted):	$	0.47		$	(0.24	)	$	(1.39	)
Weighted average shares outstanding:		10,667,236			11,655,370			12,852,758

^{(1) Rounds to less than 0.005}

	For the Three Months Ended December 31,
	2017
Per Share Data:(1)
Net asset value, beginning of period	$	12.38
Net investment income		0.60
Net realized gains		0.02
Net unrealized losses		(0.16	)
Net increase (decrease) in net assets resulting from operations		0.47
Accretion from share buybacks		0.03
Distributions declared from net investment income(2)		(0.45	)
Net decrease resulting from distributions to common stockholders		(0.45	)
Net asset value, end of period	$	12.42

	For the Year Ended December 31,			November 3, 2016 (Commencement of Operations) to December 31,
	2017			2016
Per Share Data:(1)	.			.
Net asset value, beginning of period	$	13.52		$	14.41
Net investment income		1.52			0.28
Net realized gains		0.31			0.02
Net unrealized losses		(2.13	)		(1.05	)
Net decrease in net assets resulting from operations		(0.29	)		(0.75	)
Accretion from share buybacks		0.40			0.03
Distributions declared from net investment income(2)		(1.20	)		(0.17	)
Net decrease resulting from distributions to common stockholders		(1.20	)		(0.17	)
Net asset value, end of period	$	12.42		$	13.52

^{(1) The per share data was derived by using the weighted average shares outstanding during the period, except where such calculations deviate from those specified under the instructions to Form N-2.}

^{(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 December 31, 2017 March 12, 2018 © 2018 Great Elm Capital Corp. Exhibit 99.2

© 2018 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”, “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: conditions in the credit markets, the price of Great Elm Capital Corp. (“GECC”) common stock, and 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 Securities and Exchange Commission (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, distributions 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 December 31, 2017, unless otherwise noted, and is subject to change. This presentation does not constitute an offer of any securities for sale.

GECC Snapshot GECC Investment Objective Investment Strategy Externally managed, special situations-focused BDC Common stock trades as “GECC” and baby bonds as “GECCL” and “GECCM” on NASDAQ $0.083 per share monthly distribution1 GEC, the parent company of Great Elm Capital Management, Inc., owns approximately 18.5% of GECC’s outstanding shares, creating a strong alignment of interest between the BDC and its external manager To generate both current income and capital appreciation, while seeking to protect against risk of capital loss To apply the key principles of value investing to the capital structures of predominantly middle-market companies Portfolio (as of 12/31/2017) $239.9 million of total assets; $164.9 million of portfolio fair value; $132.3 million of net asset value Weighted average current yield of 15.3%2 Invested in 20 companies across more than 15 industries and 28 investments (24 debt, four equity) (1) Based on distributions that have been declared through June 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 and 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. © 2018 Great Elm Capital Corp.

2017 Highlights and Recent Achievements Out-earned declared distributions each quarter of 2017, culminating with a special distribution of $0.20 per share that was declared in Q4, resulting in an annual distribution yield of 9.63% for 2017 (based on 12/31/2017 NAV) During 2017, monetized $175.0 million across 32 investments (and 27 issuers), in whole or in part, at a weighted average current yield of 11.84% and a weighted average price of $1.00. This includes the complete exit of 15 positions, including nine legacy Full Circle positions During 2017, deployed $186.6 million of capital into 20 investments across 17 issuers at a weighted average current yield of 11.49% and a weighted average price of $0.97, including nine new investments Raised approximately $79.0 million in debt capital through two baby bond offerings, with an interest rate of 6.50% on the GECCL notes due 2022 and 6.75% on the GECCM notes due 2025 Capital Structure Deployment of Capital Monetization of Investments Distributions Repurchased 2.1 million shares of GECC during 2017, which represented approximately 16% of the shares outstanding as of 12/31/2016. Share repurchases were executed at a weighted average price of $11.20 per share, resulting in $0.40 per share accretion to our stockholders Stock Buyback Program © 2018 Great Elm Capital Corp.

© 2018 Great Elm Capital Corp. Realized Investments (through March 8, 2018) Past performance is not indicative of future results. It should not be assumed that the realization of other positions will be profitable or equal the performance of the positions realized in the quarter ended December 31, 2017 and the partial quarter reported through March 8, 2018. Because we focus on a catalyst-driven, special situations investment approach, results will vary from period to period and it should not be assumed that results attained in any one period will be replicated. Please refer to “Disclaimer” at the beginning of this presentation.

© 2018 Great Elm Capital Corp. Background Catalyst Outcome Optima filed for chapter 11 bankruptcy protection in December 2016 As one of Optima’s largest pre-petition creditors, we were in a unique position to help structure and finance an attractive debtor-in-possession (“DIP”) loan in March 2017 The DIP was senior secured, carried a LIBOR + 1,000 basis points (“bps”) interest rate (with a LIBOR floor of 100 bps) and was scheduled to mature in October 2017 A portion of the proceeds from the DIP loan were used to refinance the pre-petition notes at par The DIP loan credit agreement required both: 1) that the company meet several progress milestones on its way toward getting confirmation of its plan of reorganization; and 2) repayment in full in October 2017 These requirements created the catalyst for a refinancing of the DIP loan upon the company’s exit from bankruptcy The sponsor of Optima’s plan of reorganization requested up to an additional month beyond the DIP maturity to effect the company’s exit from bankruptcy The DIP loan was refinanced at par in November 2017, resulting in an IRR of 12.0% and a cash-on-cash return of 1.08x in approximately nine months Optima Specialty Steel, Inc. (“Optima”)

© 2018 Great Elm Capital Corp. Background Catalyst Outcome GECC purchased Sonifi Term Loan A of 3/28/2018 in December 2016 at a price of approximately 51.0% of par The loan carried a fixed interest rate of 8.0% A perceived enterprise value beyond the outstanding debt, improved company performance and a near-term maturity led us to believe this loan would be refinanced at par The loan was refinanced at par in November 2017, resulting in an IRR of 229.0% and a cash-on-cash return of 1.90x in approximately 11 months Sonifi Solutions, Inc. (“Sonifi”)

© 2018 Great Elm Capital Corp. Background Catalyst Outcome In December 2017, GECC purchased $5.0 million face value of the Almonde second lien term loan at a price of approximately 101% of par. The loan bears interest at rate of LIBOR plus 725 bps per annum with a LIBOR floor of 100 bps In January 2018, more attractive risk/return opportunities arose and we ultimately chose to exit this position We exited the position at approximately 101% of par, resulting in de minimis P&L impact Almonde, Inc. (“Almonde”)

© 2018 Great Elm Capital Corp. PR Wireless (Warrants) Ads Direct A legacy Full Circle position, PR Wireless warrants had a market value of $21 thousand as of 9/30/2017, and we have since written off the position A legacy Full Circle position, we chose to write-off the remaining exposure (fair value of $159 thousand as of 9/30/2017) during Q4/2017 due to developments with the underlying claim Other Realized Investments Modular Process Control (“MPC”) A legacy Full Circle loan that GECC acquired for no consideration, we sold MPC for approximately $64 thousand during Q4/2017

© 2018 Great Elm Capital Corp. Pristine Environments, Inc. (Term Loan B) A legacy Full Circle position, the majority of GECC’s exposure to Pristine Environments, Inc. was refinanced in Q1/2017. A remaining balance of $500 thousand was impaired and written off in Q4/2017 following further adverse events at the company Other Realized Investments Texas Westchester Financial A legacy Full Circle position, we completed the liquidation of Texas Westchester’s remaining assets in December 2017 and exited the position at a slight discount to the fair value on the date of the merger

© 2018 Great Elm Capital Corp. Financial & Portfolio Review (Quarter Ended 12/31/2017)

© 2018 Great Elm Capital Corp. Financial Highlights - Per Share Data Q4/20163, 4 Q1/20174 Q2/20174 Q3/20174 Q4/20174 Earnings Per Share (“EPS”) ($1.39) $0.27 ($0.20) ($0.77) $0.47 Net Investment Income (“NII”) Per Share $0.00 $0.32 $0.29 $0.32 $0.60 NII Per Share Excluding One-Time Merger / Formation Costs $0.28 N/A N/A N/A N/A Net Realized Gains Per Share $0.02 $0.16 $0.11 $0.01 $0.02 Net Unrealized Losses Per Share ($1.05) ($0.21) ($0.60) ($1.16) ($0.16) Net Asset Value Per Share at Period End $13.52 $13.59 $13.29 $12.38 $12.42 Distributions Paid / Declared Per Share $0.166 $0.249 $0.249 $0.249 $0.449 (3) References to Q4/2016 refer to the partial period commencing on November 3, 2016 upon the closing of the merger and ending December 31, 2016. (4) The per share figures are based on a weighted average of outstanding shares for the preceding quarter, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements. Financial Highlights – Per Share Data

© 2018 Great Elm Capital Corp. Financial Highlights - Portfolio Q4/20165 Q1/2017 Q2/2017 Q3/2017 Q4/2017 Capital Deployed $42.5 million $73.3 million $17.9 million $49.3 million $46.1 million Investments Monetized $41.7 million $78.8 million $37.6 million $18.9 million $39.7 million Total Fair Value of Investments at Period End6 $154.7 million $152.2 million $131.6 million $153.1 million $164.9 million Net Asset Value at Period End $173.0 million $170.4 million $153.7 million $132.8 million $132.3 million Total Assets at Period End $236.5 million $225.5 million $213.7 million $218.3 million $239.9 million Total Debt Outstanding at Period End $33.6 million $33.6 million $33.6 million $66.3 million7 $32.6 million Debt to Equity Ratio at Period End 0.19x 0.20x 0.22x 0.50x7 0.25x Cash and Money Market Investments at Period End6 $66.8 million $66.8 million $58.9 million $60.3 million $18.9 million (5) References to Q4/2016 refer to the partial period commencing on November 3, 2016 upon the closing of the merger and ending December 31, 2016. (6) Cash and money market investments does not include our holdings in United States Treasury Bills. Total Fair Value of Investments does not include investments in short-term securities, including United States Treasury Bills and money market mutual funds. (7) Includes the FULLL notes, which were redeemed on 10/20/2017 with the proceeds from the GECCL note issuance and cash on the balance sheet. Financial Highlights - Portfolio

© 2018 Great Elm Capital Corp. Financial Review Total investment income for the quarter ended December 31, 2017 was approximately $9.7 million, or $0.92 per share Net expenses for the quarter ended December 31, 2017 were approximately $3.3 million, or $0.32 per share Net investment income for the quarter ended December 31, 2017 was approximately $6.4 million, or $0.60 per share Net realized gains for the quarter ended December 31, 2017 were approximately $213 thousand, or $0.02 per share Net unrealized depreciation of investments for the quarter ended December 31, 2017 was approximately ($1.6) million, or ($0.16) per share The per share figures are based on a weighted average of shares outstanding for the quarter ended December 31, 2017, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements.

© 2018 Great Elm Capital Corp. Financial Review – Quarterly Operating Results (9) References to Q4/2016 refer to the partial period commencing on November 3, 2016 upon the closing of the merger and ending December 31, 2016. (10) The per share figures are based on a weighted average of the shares outstanding for the preceding quarter, except where such amounts need to be adjusted to be consistent with the financial highlights of our consolidated financial statements. (11) Total investment income includes PIK income and net accretion of OID and market discount. Q4/20169 Q1/2017 Q2/2017 Q3/2017 Q4/2017 ($ in Thousands) Per Share10 Per Share10 Per Share10 Per Share10 Per Share10 Total Investment Income11 $5,831 $0.45 $7,315 $0.58 $6,237 $0.52 $6,466 $0.58 $9,710 $0.92 Interest Income 5,313 0.41 6,826 0.54 6,138 0.51 6,347 0.57 9,613 0.91 Dividend & Other Income 518 0.04 443 0.04 99 0.01 119 0.01 97 0.01 Net Operating Expenses 5,826 0.45 3,221 0.26 2,759 0.24 2,896 0.26 3,277 0.32 Management fees 392 0.03 593 0.05 546 0.05 547 0.05 612 0.06 Incentive fees 863 0.07 1,023 0.08 871 0.07 890 0.08 1,610 0.15 Total Investment Management fees 1,255 0.10 1,616 0.13 1,417 0.12 1,437 0.13 2,222 0.21 Administration fees 224 0.02 495 0.04 272 0.02 287 0.03 308 0.03 Directors’ fees 38 0.00 27 0.00 21 0.00 40 0.00 48 0.01 Interest expense 420 0.03 631 0.05 631 0.05 717 0.06 60 0.01 Professional services (incl. merger expenses) 3,657 0.28 331 0.03 176 0.01 212 0.02 294 0.03 Custody fees 10 0.00 13 0.00 11 0.00 10 0.00 28 0.00 Other 214 0.02 113 0.01 156 0.01 193 0.02 193 0.02 Fees Waivers and Expense Reimbursement (80) (0.01) (5) (0.00) 75 0.01 0 0.00 0 0.00 Income Tax, Including Excise Tax 88 0.01 0 0.00 0 0.00 0 0.00 124 0.01 Net Investment Income $5 $0.00 $4,094 $0.32 $3,478 $0.29 $3,570 $0.32 $6,433 $0.60

© 2018 Great Elm Capital Corp. Portfolio Highlights - Quarter Ended 12/31/2017 15.3% Weighted average current yield on portfolio12 99.8% Percentage of the portfolio (based on fair value of investments) invested in 1st lien and/or senior secured instruments $0.71 Weighted average dollar price of debt investments in the portfolio, representative of our special situations investment approach13 As of December 31, 2017, approximately 77%14of the portfolio was invested in ideas that are representative of the manner in which GECM intends to manage the portfolio going forward (12) Weighted average current yield is based upon the stated coupon rate and fair value of outstanding debt securities at the measurement date. (13) Weighted average dollar price is based on the stated par value and fair value of outstanding debt securities at the measurement date. (14) The balance of the portfolio remains in legacy Full Circle positions that were acquired in the merger with Full Circle.

© 2018 Great Elm Capital Corp. Portfolio Overview - Quarter Ended 12/31/2017 24 Debt Investments $164.5 million Fair Value Invested in Debt Instruments 48.1% in Floating Rate Instruments 15.3%15 Weighted Average Current Yield 99.8% Of Invested Capital in Debt Instruments (100% of fair value in first lien / senior secured) Four Equity Investments $349 thousand Fair Value Invested in Equity Instruments Debt Investments: Equity Investments: 0.2% Of Invested Capital in Equity Investments (15) 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.

© 2018 Great Elm Capital Corp. Portfolio Activity - Quarter Ended 12/31/2017 $46.1 million Capital deployed into 11 companies (four new investments, seven additional investments) with a weighted average dollar price of $0.97 and a weighted average current yield of 11.4%16 $39.7 million Monetized (in part or full) 16 investments at a weighted average dollar price of $1.00 and a weighted average current yield of 10.4%17 (16) 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. (17) 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.

© 2018 Great Elm Capital Corp. Portfolio Activity Q4/201618 Q1/2017 Q2/2017 Q3/2017 Q4/2017 Dollar Value of New Investments19 $42.5 million $73.3 million $17.9 million $49.3 million $49.1 million Weighted Average Price of New Debt Investments $0.93 $0.98 $0.99 $0.96 $0.97 Weighted Average Current Yield of New Debt Investments 12.2% 12.3% 11.1% 10.6% 11.4% % of New Debt Investments - 1st Lien / Senior Secured Instruments 100% 100% 100% 100% 100% Dollar Value of Monetized Investments20 $41.7 million $78.8 million $37.6 million $18.9 million $39.7 million Weighted Average Price of Monetized Debt Investments $0.99 $0.99 $1.02 $1.00 $1.00 Weighted Average Current Yield of Monetized Debt Investments 10.5% 13.3% 10.2% 11.2% 10.4% % of Monetized Debt Investments - 1st Lien / Senior Secured Instruments 100% 83% 77% 100% 100% (18) References to Q4/2016 refer to the partial period commencing on November 3, 2016 upon the closing of the merger and ending December 31, 2016. (19) 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. (20) 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. Portfolio Rotation: New Investments vs. Monetized Investments

© 2018 Great Elm Capital Corp. Portfolio Breakdown - Asset Type and Interest Rate Type ($ in K) Portfolio by Asset Type Portfolio by Interest Rate Type Investments:   Investments at Fair Value   % of Total Portfolio 1st Lien / Senior Secured Debt   $164,521 99.8% Unsecured Debt   - 0.0% Equity / Other   349 0.2% Total Investments at Fair Value   $164,870 100.0%     Count   Investments at Fair Value   % of Debt Holdings Fixed Rate   7 $85,391 51.9% Floating Rate   17 79,130 48.1%     24 $164,521 100.0% Weighted average fixed rate yield of 11.3%21 (21) 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.

© 2018 Great Elm Capital Corp. Portfolio Breakdown - Asset Type (End of Period Investments - % of FMV)

© 2018 Great Elm Capital Corp. Portfolio Breakdown - Interest Rate (End of Period Investments - % of FMV)

© 2018 Great Elm Capital Corp. Portfolio Breakdown - Industry     Investments at Fair Value   Percentage of Total Portfolio Wireless Telecommunications Services   $ 42,277   25.6% Building Cleaning and Maintenance Services   18,104   11.0% Retail   14,800   9.0% Manufacturing   11,960   7.3% Wireless Communications   10,023   6.1% Chemicals   9,771   5.9% Radio Broadcasting   8,876   5.4% Industrial Other   7,070   4.3% Technology Services   5,952   3.6% Real Estate Services   5,718   3.5% Water Transport   5,279   3.2% Software Services   5,005   3.0% Industrial Conglomerates   4,838   2.9% Information and Data Services   4,659   2.8% Business Services   4,156   2.5% Consumer Finance   2,871   1.7% Maritime Security Services   1,770   1.1% Hotel Operator   1,605   1.0% Grain Mill Products   136   0.1% Total   $ 164,870   100% Amounts in the above table do not include investments in short-term securities, including United States Treasury Bills and money market mutual funds.

Avanti - Update About Avanti: Avanti is a leading provider of satellite-enabled data communications services in Europe, the Middle East and Africa. Avanti’s satellites utilize Ka-band frequencies, enabling higher speed and volume at lower cost. It is a carrier’s carrier, selling managed service wholesale to service providers in four markets: enterprise, government, carrier services, and consumer broadband GECC’s debt investments in Avanti are secured by a collateral package that consists of satellites in orbit (HYLAS 1 & 2), one satellite under construction (HYLAS 3), on satellite schedule to launch (HYLAS 4), ground earth stations, spectrum and orbital slots Recent Events: In December 2017, Avanti announced a proposed restructuring plan whereby the terms of its second lien debt would be amended (its coupon rate reduced to 9.0%; the company to have the option to pay in kind (“PIK”) its interest payments for the remaining life of the security; and its maturity date to be extended by a year) and its current third lien debt would be “equitized” in a debt for equity swap. The result of this restructuring, if approved, is that GECC will own approximately $35 million of 2nd lien bonds (par value) and approximately 9.1% of the common equity. On February 8, 2018, Avanti announced it had received consents from holders representing 96.36% of its Senior Secured Notes of 2021 (second lien notes) and 86.87% of its Senior Secured Notes of 2023 (third lien notes). With this news, the company has announced it is convening a meeting of its noteholders of the Senior Secured Notes of 2023 for the purpose of considering and approving the scheme of arrangement; this meeting will be held on March 20, 2018 Additionally, in February 2018, Avanti appointed Kyle Whitehill as its new CEO, replacing Alan Harper, its Interim CEO, who will resume his role as a Non-Executive Director of the company when Kyle joins in April. Kyle brings significant experience working with telecommunications companies in emerging market countries, similar to the ones that Avanti serves Lastly, Avanti has announced its launch date for HYLAS 4, which is scheduled for March 2018. HYLAS 4 is Avanti’s largest capacity satellite and will provide data communications services with fixed beams serving Africa and Europe and steerable beams that can cover territory as far east as the United States and as far south as the southern tip of South America (please refer to the following page for more information on its coverage area) © 2018 Great Elm Capital Corp.

Avanti – Coverage Territory © 2018 Great Elm Capital Corp. SOURCE: Avanti’s website

Subsequent Events (through March 8, 2018) © 2018 Great Elm Capital Corp. In January 2018, we sold our position in Almonde, Inc. at a price of approximately 101% of par value In January 2018, we sold $2.0 million of our position in NANA Development Corp. at a price of approximately 101% of par value In January 2018, we purchased $5.0 million of par value of Sungard Availability Services, Inc. first lien term loan at a price of approximately 93% of par value. Such debt security bears interest at a rate of 3-Month LIBOR plus 7.00% and matures September 30, 2021 In February 2018, we purchased $10.0 million of par value of Full House Resorts, Inc. senior secured first lien notes at an issuance price of approximately 98% of par value. Such debt security bears interest at a rate of 3-Month LIBOR plus 7.00% and matures February 2, 2024 In February 2018, we purchased an additional $4.4 million of par value of Michael Baker International, LLC second lien bonds at a price of approximately 98% of par value In February 2018, PE Facility Solutions, LLC prepaid approximately $1.0 million of its term loan B at par plus accrued interest In February and March 2018, we purchased an additional $2.6 million of par value of SESAC Holdco II, LLC second lien loan at a price of approximately par In March 2018, the court in Caldwell County, Texas ruled in our favor in FCCC v. Pumphrey and awarded us damages of $3.85 million. This amount is in addition to amounts previously collected on our investment in Luling Lodging LLC. While these damages have been awarded to us, there are no guarantees as to their timing or collectability

© 2018 Great Elm Capital Corp. Capital Activity

© 2018 Great Elm Capital Corp. Distribution Policy & Declared Distributions On November 2, 2017, we declared our monthly Q1/2018 distribution amount and schedule. We generated $0.60 in NII per share during the quarter, a 2.4x base distribution coverage or 1.3x including the special distribution22 On December 26, 2017, we announced a special distribution of $0.20 per share. Including the paid and / or declared regular distributions through 2017, our distributions to stockholders totaled $1.20 per share, representing 9.63% of our December 31st NAV On March 9, 2018, we declared our monthly Q2/2018 distribution amount and schedule; this distribution rate of $0.083 per share per month represents an annual distribution of approximately 8.02% of 12/31/2017 NAV. The schedule is as follows: (22) 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 Special $0.20 December 29, 2017 January 30, 2018 Month Rate Record Date Payable Date April $0.083 April 30, 2018 May 15, 2018 May $0.083 May 31, 2018 June 15, 2018 June $0.083 June 29, 2018 July 16, 2018

© 2018 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 December 31, 2017, we purchased an aggregate of 77,430 shares at a weighted average price of $10.24 per share, resulting in approximately $792.5 thousand of cash paid to purchase shares (82% of December 31, 2017 NAV) From the commencement of the stock buyback program through March 8, 2018, including our successful tender offer, we have purchased an aggregate of 2,236,651 shares at a weighted average price of $11.18 per share, resulting in approximately $25 million of cumulative cash paid to purchase shares (approximately 90% of December 31, 2017 NAV) We had approximately $33.7 million of cash and cash equivalents as of March 8, 2018

© 2018 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 201723 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 October 2017 63,073 $ 10.27 November 2017 14,357 $ 10.04 December 2017 - N/A Total 2017 2,138,479 $ 11.20 Total 2,236,651 $ 11.18 (23) 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.

© 2018 Great Elm Capital Corp. Baby Bond Offering In January and February 2018, we sold $44.9 million of 6.75% notes of 2025 (NASDAQ: GECCM), plus $1.5 million of the over-allotment option for a total issue size of approximately $46.4 million. The seven-year notes mature on January 31, 2025 and are callable after January 31, 2021. The intended use of proceeds for this offering was to make investments consistent with GECC’s investment objectives and for general corporate purposes Including the 6.50% GECCL notes of 2022 that were priced in September 2017, the total debt outstanding for GECC is approximately $79.0 million as of March 2018

© 2018 Great Elm Capital Corp. Appendix

2007 2009 2010 2012 2013 2014 2018 April 2007: Avanti IPO’d offering 25.708 million shares, with last price on first trading day of 242GBp July 2009 and December 2009: Offered 14 million shares at 225GBp and offered 21.5 million shares at 400GBp July 2010: Offered 16.279 million shares at 430GBp November 2010: HYLAS 1 was launched February 2012: Offered 26.786 million shares at 280GBp August 2012: HYLAS 2 was launched October 2013: Issued $370 million 10.0% senior secured notes June 2014: Issued $150 million 10.0% senior secured notes February 2015: Offered 28.8 million shares at 210GBp August 2015: Issued $125 million 10.0% senior secured notes and offered 3.6 million shares at 201GBp July 2016: Avanti announced an expected liquidity shortfall, which prompted a strategic review process and a bid from Inmarsat that valued the company at $950 million USD, which was subsequently pulled when this information was leaked to the press January 2017: Restructuring part I was announced, pursuant to which $200 million of the existing notes were rolled up into senior PIK toggle notes and an additional $80 million was contributed as new PIK toggle notes. This restructuring also allowed the company to incur up to $132.5 million of super senior debt June 2017: Super senior facility of $100 million provided by HPS was announced August 2017: Resignation of CEO David Williams was announced December 2017: Proposed restructuring part II was announced February 2018: Kyle Whitehill was announced as the new CEO with his start date scheduled for April 2018 March 2018: HYLAS 4 is scheduled to launch 2017 2015 2016 Avanti was founded in 2002 by former CEO, David Williams, and Technical Director, David Bestwick Avanti has invested more than $1.2 billion in its assets, comprising its investments in its fleet and ground infrastructure Appendix: Avanti – History © 2018 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. © 2018 Great Elm Capital Corp.

Appendix: Contact Information © 2018 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