Correspondence 0001133228-23-004716 from Great Elm Capital Corp. (GECC, GECCI, GECCM, GECCO, GECCZ) (CIK 0001675033) (GECC)
Great Elm Capital Corp. (GECC, GECCI, GECCM, GECCO, GECCZ) (CIK 0001675033)
Date: Aug. 7, 2023 · CIK: 0001675033 · Accession: 0001133228-23-004716
AI Filing Summary & Sentiment
File numbers found in text: 333-272790
Letter
VIA EDGAR Division of Investment Management Re: Great Elm Capital Corp. Registration Statement on Form N-2/A Filed July 24, 2023 File No. 333-272790
Dear Mr. Foor and Ms. Fettig:
Great Elm Capital Corp. (“GECC”) submits this letter in response to the oral comments of the staff (the “Staff”) of the Division of Investment Management of the U.S. Securities and Exchange Commission (the “SEC”) received by telephone on July 24, 2023, relating to GECC’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (the “First Amended Registration Statement”) filed on July 24, 2023.
Simultaneously herewith, GECC has filed Pre-Effective Amendment No. 2 to the Registration Statement (the “Second Amended Registration Statement”).
General
1. Please provide an updated consent of GECC’s independent auditor reflecting the reference to the independent auditor under “Prospectus Summary—Recent Developments—Preliminary Estimate of Results as of June 30, 2023” on page 5 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Preliminary Estimate of Results as of June 30, 2023” on page 74.
RESPONSE: GECC has removed the sections “Prospectus Summary—Recent Developments—Preliminary Estimate of Results as of June 30, 2023” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Preliminary Estimate of Results as of June 30, 2023” from the Second Amended Registration Statement. GECC has filed an updated consent of its independent auditor reflecting all current references to the independent auditor as Exhibit (n)(1) to the Second Amended Registration Statement.
Financial Highlights, Page 6
2. Please incorporate GECC’s financial highlights for its last 10 fiscal years (or since inception) by reference into the Second Amended Registration Statement, noting that the financial highlights for the last five years have been audited by an independent auditor.
RESPONSE: In response to the Staff’s comment, GECC has revised the disclosure in the Second Amended Registration Statement to incorporate all of its financial highlights since its inception by reference and to reflect that the financial highlights for its fiscal years ended December 31, 2022, 2021, 2020, 2019 and 2018 have been audited by an independent auditor.
The Company, Page 76
3. Please explain how the disclosure provided under “Our Portfolio at March 31, 2023” complies with Instruction 2 to Item 8.6(a) of Form N-2.
RESPONSE: In response to the Staff’s comment, GECC has revised the disclosure in the Second Amended Registration Statement.
* * * * *
U.S. Securities and Exchange Commission
Division of Investment Management
August 7, 2023
Page 2
GECC believes that the information contained in this response letter, together with the Second Amended Registration Statement, is responsive to the oral comments received from the Staff on July 24, 2023.
Should you have any questions, please contact Rory T. Hood at Jones Day at (212) 326-3814 or by email: rhood@jonesday.com.
Thank you for your attention to this matter.
Very truly yours,
/s/ Adam M. Kleinman
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CORRESP
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filename1.htm
August 7, 2023
VIA EDGAR
Mr. Jeff Foor
Ms. Christina DiAngelo Fettig
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street N.E.
Washington, D.C. 20549
Re: Great Elm Capital Corp.
Registration Statement on Form N-2/A
Filed July 24, 2023
File No. 333-272790
Dear Mr. Foor and Ms. Fettig:
Great Elm Capital Corp.
(“GECC”) submits this letter in response to the oral comments of the staff (the “Staff”) of
the Division of Investment Management of the U.S. Securities and Exchange Commission (the “SEC”) received by telephone
on July 24, 2023, relating to GECC’s Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (the “First
Amended Registration Statement”) filed on July 24, 2023.
Simultaneously herewith,
GECC has filed Pre-Effective Amendment No. 2 to the Registration Statement (the “Second Amended Registration Statement”).
General
1. Please provide an updated consent
of GECC’s independent auditor reflecting the reference to the independent auditor under “Prospectus Summary—Recent Developments—Preliminary
Estimate of Results as of June 30, 2023” on page 5 and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Recent Developments—Preliminary Estimate of Results as of June 30, 2023”
on page 74.
RESPONSE: GECC has
removed the sections “Prospectus Summary—Recent Developments—Preliminary Estimate of Results as of June 30, 2023”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Preliminary
Estimate of Results as of June 30, 2023” from the Second Amended Registration Statement. GECC has filed an updated consent of its
independent auditor reflecting all current references to the independent auditor as Exhibit (n)(1) to the Second Amended Registration
Statement.
Financial Highlights, Page 6
2. Please incorporate GECC’s financial
highlights for its last 10 fiscal years (or since inception) by reference into the Second Amended Registration Statement, noting that
the financial highlights for the last five years have been audited by an independent auditor.
RESPONSE: In response
to the Staff’s comment, GECC has revised the disclosure in the Second Amended Registration Statement to incorporate all of its financial
highlights since its inception by reference and to reflect that the financial highlights for its fiscal years ended December 31, 2022,
2021, 2020, 2019 and 2018 have been audited by an independent auditor.
The Company, Page 76
3. Please explain how the disclosure provided
under “Our Portfolio at March 31, 2023” complies with Instruction 2 to Item 8.6(a) of Form N-2.
RESPONSE: In response to the Staff’s comment, GECC has revised the disclosure in the Second Amended Registration Statement.
* * * * *
U.S. Securities and Exchange Commission
Division of Investment Management
August 7, 2023
Page 2
GECC believes that the information
contained in this response letter, together with the Second Amended Registration Statement, is responsive to the oral comments received
from the Staff on July 24, 2023.
Should you have any questions,
please contact Rory T. Hood at Jones Day at (212) 326-3814 or by email: rhood@jonesday.com.
Thank you for your attention to this matter.
Very truly yours,
/s/ Adam M. Kleinman
Adam M. Kleinman
Chief Compliance Officer and Secretary
cc:
Rory T. Hood
Jones Day