Great Elm Group, Inc. · NASDAQ:GEG

Great Elm — Great Elm Capital Group — IPO Roadshow (October 2016)

11 slides from Great Elm's IPO roadshow presentation, Oct 17, 2016

  1. Slide 1: Legal notices

    Legal notices © 2016 Great Elm Capital Group, Inc. 2 Rights offering materials, including a prospectus and other items necessary to exercise the rights, have been mailed to stockholders of record on October 14, 2016. The prospectus contains important information about the rights offering and the sha

  2. Slide 2: Our strategy

    3 Investment management Joint ventures Merchant banking Lean Corporate Support Our strategy © 2016 Great Elm Capital Group, Inc.

  3. Slide 3: Investment management

    Focus on growing our business development company (“BDC”), GECC, both organically and inorganically Organic growth of the BDC by increasing its capital base Inorganic growth by consolidating other BDCs Launch additional investment vehicles to leverage Great Elm Capital Management’s core investment s

  4. Slide 4: Great Elm Capital Corp. pro forma fee revenue

    5 © 2016 Great Elm Capital Group, Inc. Great Elm Capital Corp. The pro forma column represents the first twelve months of operations post the Full Circle merger* The pro forma and estimated columns are projected and may not be achieved * Assumes the Full Circle transaction will be completed, and we

  5. Slide 5: Joint ventures and $1.7 billion of NOL carryforwards

    6 We have $1.7 billion of NOL carryforwards as of June 30, 2016 We intend to generate revenue by partnering with thoughtful investors to create bespoke solutions with compelling after-tax returns for both us and our counterparties Joint ventures We will create bespoke solutions and reinvest our shar

  6. Slide 6: NOL expiration

    7 NOL expiration © 2016 Great Elm Capital Group, Inc. This chart shows $1.082 billion of NOL expirations We also have $550+ million of NOLs with nearer term expiration dates that are under our review $182.7 $137.1 $126.6 $55.4 $113.9 $35.9 $91.8 $35.6 $47.5 $30.8 $61.3 $88.3 $62.8 $0.1 $12.9 2021 20

  7. Slide 7: Merchant banking

    8 Merchant banking Today, our core competencies are M&A and leveraged finance Our merchant banking will focus on: Buying, growing and holding control positions in quality businesses in attractive industries Growing our portfolio companies organically and through M&A Opportunistically creating liquid

  8. Slide 8: Rights offering terms

    9 Gross Proceeds $45 million (assuming all subscription privileges are exercised) Use of Proceeds General corporate purposes (including investments and acquisitions) Rights Each holder of GEC common stock on the record date will receive non-transferable Rights as a dividend on a 1:1 basis. Each righ

  9. Slide 9: Pro forma balance sheet

    10 Pro forma balance sheet © 2016 Great Elm Capital Group, Inc. As of June 30, 2016 (in thousands) Historical August Note Payoff Note Redemption Rights Offering Pro Forma Cash and cash equivalents 50,711 $ (8,195) $ (31,663) $ 42,825 $ 53,678 $ Cash in GECC 30,000 30,000 80,711 83,678 Other assets 1

  10. Slide 10: Per share value

    11 © 2016 Great Elm Capital Group, Inc. Per share value The $3.6672 subscription price represents a 4.7% discount to the $3.84 pro forma net asset value (1) For GAAP purposes, this asset is not yet recognized (1) (1) As of June 30, 2016 Historical Post-Offering In thousands In thousands Per Share Ca

  11. Slide 11: Per share value (Historical Post-Offering)

    2016 Historical Post-Offering Inthousands Inthousands Per Share The $3.6672 Cash and cash equivalents S 30711 S$ 53,678 subscription Payables and other liabilities (10,290) price Adjusted cash 388 $2.00 represents a C@shand cash equivalents in GCC 30,000 $1.38 4.7% discount Note receivable from IP b

Great Elm Capital Group — IPO Roadshow (October 2016) on 6ix