SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 24, 2016
FULL CIRCLE CAPITAL CORPORATION
(Exact name of registrant
as specified in its charter)
(State or other jurisdiction
102 Greenwich Avenue, 2nd
Greenwich, CT, 06830
(Address of principal executive offices
including Zip Code)
(Registrant’s telephone number,
including area code)
(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 (see General Instruction
||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)) |
Item 7.01 Regulation FD Disclosure.
On June 23, 2016, Full Circle Capital Corporation
(the “Company”) and Great Elm Capital Corp., a Maryland corporation (“GECC”) entered into a
definitive merger agreement (the “Merger Agreement”) under which the Company will merge with and into GECC, with
GECC as the surviving corporation (the "Merger"). Concurrently with the execution of the Merger Agreement,
GECC, Great Elm Capital Group, Inc. ("Great Elm") and certain investment funds (the "Funds") managed by
MAST Capital Management, LLC ("MAST") entered into a subscription agreement (the "Subscription
Agreement"). Pursuant to the Subscription Agreement, (i) Great Elm has contributed $30 million in cash to GECC in
exchange for shares of GECC’s common stock and (ii) the Funds have agreed to contribute an investment portfolio, presently
valued at approximately $90 million, also in exchange for shares of GECC's common stock. The contribution of the investment
portfolio will occur prior to the closing of the Merger. When the Merger becomes effective, the surviving corporation will
be externally managed by Great Elm Capital Management, Inc. ("GECM"), pursuant to a new investment advisory
agreement. GECM will be owned by Great Elm. Great Elm has advised the Company that GECM will employ substantially all of the
investment and back office personnel of MAST. The obligations of the parties to the Merger Agreement and the Subscription
Agreement are subject to various conditions.
The Company will host a conference call and webcast on
June 24, 2016 at 8am Eastern time regarding the proposed transaction during which the management team of the Company
will discuss a presentation to analysts and investors. The investor presentation slides to be used in connection with this
analyst and investor presentation are attached hereto as Exhibit 99.1 and are incorporated by reference into this Item
The information in this Current Report on Form 8-K, including
Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information
in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 8.01 Other Events.
On June 24, 2016, the Company issued a press release announcing,
among other things, the entry into the Merger Agreement and the Subscription Agreement. A copy of the press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
9.01 Financial Statements and Exhibits.
||Investor Presentation, dated as of June 24, 2016.
||Press Release, dated as of June 24, 2016.
Important Information for Investors and Stockholders
This communication is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with
the transactions referred to in this material, GECC expects to file a registration statement on Form N-14 with the Securities
and Exchange Commission ("SEC") containing a preliminary proxy statement of the Company that also constitutes a preliminary
prospectus of GECC. After the registration statement is declared effective, the Company will mail a definitive proxy statement-prospectus
to stockholders of the Company. This material is not a substitute for the proxy statement/prospectus or registration statement
to which it pertains or for any other document that GECC or the Company may file with the SEC and send to the Company’s
stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT-PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus (when available)
and other documents filed with the SEC by GECC or the Company through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Company will be available free of charge on the Company's website at ir.fccapital.com
or by contacting the Company at 203-900-2100.
The Company, MAST and Great Elm and their respective directors
and their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed
transactions under the rules of the SEC. Information about the directors and executive officers of the Company is contained in
its proxy statement for its 2016 annual meeting of stockholders, which was filed with the SEC on October 28, 2015 and in its Annual
Report on Form 10-K for the fiscal year ended June 30, 2015. Information about the directors and executive officers of Great Elm
is contained its proxy statement which was filed with the SEC on April 21, 2016. Information about the members, managers, officers
and employees of MAST that may be engaged in the solicitations will be contained in the proxy statement for a special meeting of
Company stockholders. These documents can be obtained free of charge from the sources indicated above. Additional information regarding
the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise,
will also be included in any proxy statement, prospectus and other relevant materials to be filed with the SEC when they become
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication regarding the proposed
merger and the business of the combined company including statements regarding the expected timetable for completing the merger,
benefits of the transaction, statements regarding the combined company, its investment plans, policies and expected results and
any other statements regarding the Company’s, MAST’s, Great Elm’s and the combined company’s expectations,
beliefs, plans, objectives, financial conditions, assumptions or future events or performance 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," "tentative," "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: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed
transactions may not be satisfied; the failure to receive, on a timely basis or otherwise, the required approvals by the Company
and the Company's stockholders, governmental or regulatory agencies and third parties; the combined company’s ability to
achieve the synergies, recurring net investment income and value creation contemplated by the proposed transactions; uncertainty
as to whether the combined company will be able to perform as well as funds managed by MAST; uncertainty as to the integration,
prospects, distributions and investment performance of the combined company; the ability of each company to retain its senior executives
and maintain relationships with business partners pending consummation of the merger; the impact of legislative, regulatory and
competitive changes; and the diversion of management time on transaction-related issues. There can be no assurance that the merger
will in fact be consummated. Additional information concerning these and other factors can be found in GECC’s registration
statement and proxy/prospectus (when filed) as well as in the Company’s and Great Elm’s respective filings with the
SEC, including Great Elm’s (filed as Unwired Planet’s) April 2016 proxy statement. Each of the Company, MAST, Great
Elm and GECC assume no obligation, and expressly disclaim any duty to, update any forward-looking statements contained in this
document 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.
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.
||FULL CIRCLE CAPITAL CORPORATION|
|Dated: June 24, 2016
/s/ Michael J. Sell|
||Michael J. Sell|
||Chief Financial Officer, Treasurer and Secretary|
||Investor Presentation, dated as of June 24, 2016.
||Press Release, dated as of June 24, 2016.