SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 11)
Great Elm Group, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
39036P209
(CUSIP Number)
Todd Wiench
Imperial Capital Asset Management, LLC
3801 PGA Boulevard, Suite 603
Palm Beach Gardens, Florida 33410
(310) 246-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 16, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 39036P209 | Page 2 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Imperial Capital Asset Management, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,577,187 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
5,577,187 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,577,187 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
CUSIP No. 39036P209 | Page 3 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Long Ball Partners, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
4,668,103 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
4,668,103 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,668,103 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 39036P209 | Page 4 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Imperial Capital Group Holdings II, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
460,900 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
460,900 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,900 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
CUSIP No. 39036P209 | Page 5 of 8 Pages |
1 |
NAMES OF REPORTING PERSONS
Jason Reese | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
6,768,148 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
6,768,148 | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,768,148 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
CUSIP No. 39036P209 | Page 6 of 8 Pages |
Explanatory Note: This Amendment No. 11 (this Amendment) to the Schedule 13D (the Initial 13D) relating to the common stock, par value $0.001 per share (the Common Stock), of Great Elm Group, Inc. (the Issuer) filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the SEC) on May 6, 2019, as amended by:
| Amendment No. 1 to the Initial 13D filed on March 3, 2020; |
| Amendment No. 2 to the Initial 13D filed on May 21, 2021; |
| Amendment No. 3 to the Initial 13D filed on May 11, 2022; |
| Amendment No. 4 to the Initial 13D filed on June 13, 2022; |
| Amendment No. 5 to the Initial 13D filed on September 30, 2022; |
| Amendment No. 6 to the Initial 13D filed on December 27, 2022; |
| Amendment No. 7 to the Initial 13D filed on January 5, 2023; |
| Amendment No. 8 to the Initial 13D filed on January 10, 2023; |
| Amendment No. 9 to the Initial 13D filed on May 15, 2023; and |
| Amendment No. 10 to the Initial 13D filed on June 7, 2023 (as so amended, the Schedule 13D), amends and supplements certain of the items set forth in the Schedule 13D. |
As used in this Amendment, the term Reporting Persons collectively refers to:
| Imperial Capital Asset Management, LLC (ICAM); |
| Long Ball Partners, LLC (Long Ball); |
| Imperial Capital Group Holdings II, LLC (ICGH2); and |
| Jason Reese. |
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
As of the date of this Amendment, Long Ball is the holder of an aggregate principal amount of $7,365,747.00 of the Issuers 5.0% Convertible Senior PIK Notes Due 2030 (the PIK Notes). The PIK Notes are convertible into Common Stock. On June 16, 2023, Long Ball entered into a letter agreement (the Forbearance Agreement) with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until December 27, 2024 (the Forbearance End Date). The Forbearance End Date may be extended by Long Ball with the prior written consent of the Issuer. As of the date of this Amendment, if the Forbearance Agreement were not in place, the PIK Notes would be convertible into 2,121,348 shares of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion of the PIK Notes will not be deemed to be beneficially owned by Long Ball, ICAM or Jason Reese.
The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days prior written notice to the Issuer.
CUSIP No. 39036P209 | Page 7 of 8 Pages |
The foregoing descriptions of the PIK Notes and the Forbearance Agreement are qualified in their entirety by reference to the form of PIK Note and the Forbearance Agreement, which are filed as Exhibits 99.7 and 99.8 to this Amendment and are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended as follows:
(a) & (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are based on 30,643,918 shares of Common Stock outstanding as of April 27, 2023, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023.
(c) | Not applicable. |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is supplemented as follows:
The Information in Item 4 of this Amendment is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 is supplemented as follows:
CUSIP No. 39036P209 | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 20, 2023
Imperial Capital Asset Management, LLC | ||
By: | /s/ Jason Reese | |
Jason Reese, Chairman & CEO | ||
Long Ball Partners, LLC | ||
By: Imperial Capital Asset Management, LLC its Managing Member | ||
By: | /s/ Jason Reese | |
Jason Reese, Chairman & CEO | ||
Imperial Capital Group Holdings II, LLC | ||
By: | /s/ Jason Reese | |
Jason Reese, its Authorized Signatory |
Jason Reese | ||
/s/ Jason Reese |
Exhibit 99.8
Imperial Capital Asset Management, LLC |
Dated June 16, 2023
SENT VIA ELECTRONIC MAIL
Great Elm Group, Inc.
800 South Street, Suite 230
Waltham, MA 02453
Re: | Forbearance of Conversion Rights |
Ladies and Gentlemen:
Reference is made to the notes issued by Great Elm Group, Inc. (the Issuer) in favor of Long Ball Partners, LLC (the Holder) set forth on Schedule A, attached hereto (each, a Note and collectively, the Notes). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notes. In consideration of the mutual covenants and agreements herein contained, the Issuer and the Holder hereby agree as follows:
Notwithstanding anything in the Notes to the contrary, including any rights or remedies of Holder under each Note thereunder or in connection therewith, the Holder hereby irrevocably agrees to forebear from exercising its right to exercise any Security under any Note (as permitted under Section 4(a) of each Note) and its right to issue a Notice of Conversion with respect to any Note and/or any Security under the Notes (any such rights, a Conversion Right), in each case, until December 27, 2024 (the Forbearance End Date). The forbearance of the Conversion Rights contemplated by this letter agreement, together with the other provisions of this letter agreement, shall automatically apply to any additional payment-in-kind notes (PIK Notes) issued by the Issuer pursuant to the Notes in favor of the Holder from and after the date hereof and the Holder shall supplement Schedule A to add thereto any such additional PIK Notes issued by the Issuer in favor of the Holder, each of which additional PIK Note shall be subject to the forbearance contemplated hereunder until the Forbearance End Date.
The forbearance of the Conversion Rights contemplated by this letter agreement shall automatically terminate, without further action of any party hereto or under any Note, on the Forbearance End Date. The parties acknowledge and agree that the Forbearance End Date may be extended by the Holder with the prior written consent of the Issuer.
Notwithstanding anything to the contrary in this letter agreement, but without limiting the Holders covenant to forbear in accordance with the terms and conditions of this letter agreement, each Note is in full force and effect in accordance with their respective terms, remain valid and binding obligations of the Issuer thereunder, has not been modified or amended, and is hereby reaffirmed and ratified by the Issuer. The rights, interests, and obligations created by the Notes are and continue to be valid, effective, and enforceable, and are hereby ratified and confirmed in all respects.
Neither the failure nor delay by the Holder to exercise its remedies nor the acceptance of any payments or any other partial performance (whether any of the foregoing is before or after the date of this letter agreement) nor any provision of this letter agreement shall amend, modify, supplement, extend, delay, renew, terminate, waive, release or otherwise limit or prejudice the rights and remedies of the Holder, or
the Issuers obligations under each Note (including, but not limited to, the Holders right to receive full payment of principal and interest and other costs, fees, expenses and charges to the extent provided in the Notes) except as specifically provided in a written agreement between the parties to each such Note that is fully executed and delivered in accordance with the terms of the applicable Note (and except that, without modifying or amending the Notes, the Holder agrees to forbear the Conversion Rights to the extent specifically provided in this letter agreement).
This letter agreement may be amended or terminated only by a written amendment, fully executed and delivered by the Holder with no less than sixty-one (61) days prior written notice to the Issuer.
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in the State of New York (without regard to conflicts of laws principals).
This letter agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one agreement and may be executed by electronic signatures duly delivered (including, for example, by .PDF or Docusign). This Letter Agreement shall become valid and binding on the Holder and the Issuer upon receipt by Holder of the counterparts of this letter agreement which, taken together, will have been executed by all of the parties.
Please confirm the agreements contained herein by executing a counterpart hereof in the space provided below and returning it to the undersigned.
Very truly yours, | ||
HOLDER: | ||
Long Ball Partners, LLC | ||
By: | /s/ Mark Martis | |
Name: | Mark Martis | |
Title: | Chief Operating Officer, Imperial Capital Asset Management, LLC, its managing member |
THE FOREGOING ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:
ISSUER: | ||
Great Elm Group, Inc. | ||
By: |
/s/ Adam Kleinman | |
Name: |
||
Title: |
Imperial Capital Asset Management, LLC |
Schedule A
Notes
Note No. |
CUSIP |
Issuer |
Initial Holder |
Initial Principal |
Issue Date | |||||
E-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $6,400,000.00 | 12/29/2020 | |||||
PIK No. 1-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $111,112.00 | 12/29/2020 | |||||
PIK No. 2-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $161,889.00 | 12/31/2020 | |||||
PIK No. 3-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $166,826.00 | 6/30/2021 | |||||
PIK No. 4-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $170,995.68 | 12/31/2021 | |||||
PIK No. 5-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $175,271.32 | 6/30/2022 | |||||
PIK No. 6-1 |
39037GAA7 | Great Elm Group, Inc. | Long Ball Partners, LLC | $179,653.00 | 12/31/2022 |