In this paper, we address the problem of joint resource and power allocation in underlay device-to-device multi-cast communication for short (D2MD) to maximize system global energy efficiency (GEE). For this, we propose a two-stage semi-distributed solution. First, we model the resource sharing sub-problem as a transferable overlapping coalition formation game. Here, a D2MD group can participate in s coalitions and it can decide to join or leave a coalition based on specific split and merge rules. Similarly, a resource block can be shared among r D2MD groups where s, r are reuse and split factors. After that, the transmission power is centrally controlled by the The base station (BS) via a fractional programming framework. Finally, GEE is analysed via extensive numerical simulations with a spatial Poisson process for the users’ locations and applying two different clustering algorithms: K-nearest neighbour, and distance-limited.