Great Elm Capital Group and MAST Capital Management announced that they entered into a number of agreements. Great Elm, MAST, Northern Right Capital Management, L.P. and other parties entered into a series of agreements that facilitate Great Elm's transition to an independent operating entity and align value creation with stockholders. Great Elm Capital Management, was formed in 2016 through a series of transactions that initially shared services with MAST under a cost sharing agreement with MAST. As Great Elm's strategy has developed and its strategic plan became more defined, the parties determined that such arrangements are no longer mutually beneficial. A copy of the agreements will be filed with the Securities and Exchange Commission and should be read carefully in their entirety. The agreements effect a full separation of Great Elm's business from MAST. Highlights of these agreements include: Peter Reed will assume the position of CEO of Great Elm in addition to his role as CIO of GECM. Reed was elected by MAST to serve on Great Elm's board in 2015, led the formation of GECM and associated transactions and has a 13-year track record of leading investments in equity and debt instruments of leveraged companies; Great Elm will no longer provide services to MAST, including shared investment management, legal and compliance personnel and office space; All employees, including Peter Reed and Adam Kleinman, are no longer employees of MAST. Great Elm's executives, business development and investment personnel will focus 100% of their professional efforts on Great Elm's businesses; The principal of the note issued by a Great Elm subsidiary to MAST was reduced by $7.3M; 220,000 shares of Great Elm common stock were retired; The parties terminated their cost sharing agreement; and Jeffrey Serota was elected chairman of Great Elm's Board of Directors. As part of the transaction, MAST has the right to purchase from Great Elm an additional 420,000 shares of Great Elm common stock at market prices. Now fully separate from MAST, Great Elm executed a cost reduction program for its investment management team, including downsizing and reducing fixed cash compensation by $1.5M and tying incremental compensation to EBITDA targets. As part of the agreements, MAST and their respective affiliates entered into a standstill and voting agreement.
Special Shareholder Meeting to vote to amend the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock in order to affect a proposed 2-for-1 stock split will be held in Plainsboro, NJ on December 21 at 9 am.