--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-000059" form_type: "8-K" ticker: "GEG" cik: "0001831096" company_name: "Great Elm Group, Inc." filed_at: "2023-01-03T23:59:59+00:00" generated_at: "2026-06-20T21:00:31.777459+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Great Elm sells majority stake in Forest and DME business for ~$125M total, refocuses on asset management ## Summary - Sold 61% of Forest to JPM for $18.4M cash; retains put option on remaining 19% for ~$26.5M, total expected ~$44.9M. - Sold DME business (HC LLC) to Quipt for $80M: $72.8M cash, $5.2M debt assumed, $2M in Quipt stock. - GEG nets ~$26M cash and 346k Quipt shares from DME sale; combined deals add over $70M cash to balance sheet. - Retains ~$154M NOLs, of which ~$131M usable in FY2023 but expire June 30, 2023. - Pro forma cash and investments ~$126M, net debt ~$57.6M; company now focused solely on investment management. ## SEC filing metadata - accession: 0000950170-23-000059 - form_type: 8-K - ticker: GEG - cik: 0001831096 - company_name: Great Elm Group, Inc. - filed_at: 2023-01-03T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/geg-20221229.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-000059 - JSON: https://secwatch.observer/filing/0000950170-23-000059.json - Plain text: https://secwatch.observer/filing/0000950170-23-000059.txt ## Key facts - M&A Transactions Great Elm Group, Inc. completed a disposition involving QHM Holdings, Inc. for $80.0 million (closed 2023-01-03). - Action: disposition - Counterparty: QHM Holdings, Inc. - Consideration: $80.0 million - Closing: 2023-01-03 source text: On January 3, 2023, GEG’s wholly-owned subsidiary, Great Elm DME Holdings, Inc., along with the minority owners of HC LLC, entered into an agreement (the “Purchase Agreement”) with QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp. (“Quipt”), to sell 100% of the outstanding membership interests in HC LLC to Quipt for $80.0 million, consisting of approximately $72.8 million in cash, $5.2 million of indebtedness assumed by Quipt and $2.0 million in shares of Quipt common stock based on the 20 day volume weighted average price of Quipt’s common stock for the period ending on and including the second business day prior to the closing of the transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm - M&A Transactions Great Elm Group, Inc. completed a disposition involving J.P. Morgan Broker-Dealer Holdings Inc. for approximately $18.4 million in cash (closed 2022-12-30). - Action: disposition - Counterparty: J.P. Morgan Broker-Dealer Holdings Inc. - Consideration: approximately $18.4 million in cash - Closing: 2022-12-30 source text: On December 30, 2022, Great Elm Group, Inc. ("GEG") and its wholly-owned subsidiary, Great Elm FM Acquisition, Inc. (“FM Acquisition”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with J.P. Morgan Broker-Dealer Holdings Inc. (“JPM”) to sell 61 shares of the common stock, $0.001 par value per share, of Forest Investments, Inc. ("Forest") owned by FM Acquisition and GEG, which shares constitute 61% of the issued and outstanding shares of Forest’s common stock, to JPM for approximately $18.4 million in cash. evidence_url: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm - Material Agreements Great Elm Group, Inc. entered into Stock Purchase Agreement with J.P. Morgan Broker-Dealer Holdings Inc. valued at approximately $18.4 million (effective 2022-12-30). - Action: entry - Agreement: asset purchase - Counterparty: J.P. Morgan Broker-Dealer Holdings Inc. - Value: approximately $18.4 million - Effective: 2022-12-30 source text: On December 30, 2022, Great Elm Group, Inc. ("GEG") and its wholly-owned subsidiary, Great Elm FM Acquisition, Inc. (“FM Acquisition”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with J.P. Morgan Broker-Dealer Holdings Inc. (“JPM”) to sell 61 shares of the common stock, $0.001 par value per share, of Forest Investments, Inc. ("Forest") owned by FM Acquisition and GEG, which shares constitute 61% of the issued and outstanding shares of Forest’s common stock, to JPM for approximately $18.4 million in cash. evidence_url: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm - Material Agreements Great Elm Group, Inc. entered into Purchase Agreement with QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp. valued at $80.0 million (effective 2023-01-03). - Action: entry - Agreement: asset purchase - Counterparty: QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp. - Value: $80.0 million - Effective: 2023-01-03 source text: On January 3, 2023, GEG’s wholly-owned subsidiary, Great Elm DME Holdings, Inc., along with the minority owners of HC LLC, entered into an agreement (the “Purchase Agreement”) with QHM Holdings, Inc., a subsidiary of Quipt Home Medical Corp. (“Quipt”), to sell 100% of the outstanding membership interests in HC LLC to Quipt for $80.0 million evidence_url: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm - Material Agreements Great Elm Group, Inc. entered into Note with Forest valued at approximately $38.1 million (effective 2022-12-29). - Action: entry - Agreement: notes offering - Counterparty: Forest - Value: approximately $38.1 million - Effective: 2022-12-29 source text: on December 29, 2022, GEG and FM Acquisition issued a promissory note (the “Note”) in favor of Forest in an aggregate principal amount equal to approximately $38.1 million evidence_url: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm - Material Agreements Great Elm Group, Inc. entered into Stockholders Agreement with GEG, JPM and Forest (effective 2022-12-30). - Action: entry - Agreement: equity purchase - Counterparty: GEG, JPM and Forest - Effective: 2022-12-30 source text: In connection with the Stock Purchase Agreement, GEG, JPM and Forest entered into an amended and restated stockholders’ agreement (the “Stockholders Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1831096/000095017023000059/0000950170-23-000059-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.