8-K
GOLUB CAPITAL BDC, Inc. (GBDC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):May 16, 2025
GOLUB
CAPITAL BDC, INC.
(Exact name of Registrant as Specified in Its Charter)
| DELAWARE | 814-00794 | 27-2326940 |
|---|---|---|
| (Stateor Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
200Park Avenue**, 25thFloor** , New York
,
NY
10166
(Addressof Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (212) 750-6060
(Former Name or Former Address, if ChangedSince Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | GBDC | The<br> Nasdaq Global<br> Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b–2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Equity Distribution Agreement Amendment
On October 6, 2023, Golub Capital BDC, Inc. (“GBDC”) established an “at-the-market” offering (the “ATM Program”) through which GBDC may sell, from time to time through the Placement Agents (as defined below), shares of GBDC’s common stock, par value $0.001 per share (the “Shares”).
On May 16, 2025, GBDC entered into a second amendment (the “Second Amendment”) to the equity distribution agreement, dated as of October 6, 2023 and amended on December 4, 2024 (as amended, the “Equity Distribution Agreement”), by and among GBDC, GC Advisors LLC, and Golub Capital LLC and Keefe, Bruyette & Woods, Inc. and Regions Securities LLC (the “Placement Agents”), to, among other things, increase the maximum amount of Shares that may be issued and sold under the ATM Program to $288,043,048.98 from $250,000,000. The other material terms of the Equity Distribution Agreement remain unchanged.
The foregoing description is only a summary of the material provisions of the Second Amendment and is qualified in its entirety by reference to a copy of the Second Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Any Shares offered and sold pursuant to the Equity Distribution Agreement after the date of the Second Amendment will be sold pursuant to a prospectus supplement dated May 16, 2025 (the “Prospectus Supplement”) together with the base prospectus included in GBDC’s registration statement on Form N-2 (File No. 333-286240), which was filed by GBDC on March 31, 2025 and was automatically effective upon filing.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
On May 16, 2025, Dechert LLP delivered its legality opinion with respect to the Shares to be sold pursuant to the Prospectus Supplement, which is attached hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 5.1 | Opinion of Dechert LLP, dated May 16, 2025. |
|---|---|
| 10.1 | Second Amendment to the Equity Distribution Agreement, dated May 16, 2025, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, Keefe, Bruyette & Woods, Inc. and Regions Securities LLC. |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Golub Capital BDC, Inc. | |||
|---|---|---|---|
| Date: May 16, 2025 | By: | /s/ Christopher C. Ericson | |
| Name: | Christopher C. Ericson | ||
| Title: | Chief Financial Officer |
Exhibit 5.1
| 1900 K Street, NW |
|---|
| Washington, DC 20006-1110 |
| +1 202 261 3300 Main |
| +1 202 261 3333 Fax |
| www.dechert.com |
May 16, 2025
Golub Capital BDC, Inc.
200 Park Avenue, 25^th^ Floor
New York, NY 10166
Re: Registration Statement on Form N-2
Ladies and Gentlemen:
We have acted as counsel to Golub Capital BDC, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a registration statement on Form N-2 (File No. 333-286240) filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), on March 31, 2025 and which became immediately effective upon filing with the Securities and Exchange Commission (the “Commission”) (such registration statement, together with any post-effective amendments thereto, including all exhibits and schedules thereto, at its most recent effective date, and including any information contained in the Prospectus (as defined herein) subsequently filed with the Commission pursuant to Rule 424 or deemed to be part of such registration statement pursuant to Rule 430B of the Commission under the Securities Act and any information incorporated by reference into any of the foregoing, being hereinafter referred to collectively as the “Registration Statement”), relating to the public offering of securities of the Company that may be offered by the Company from time to time as set forth in the prospectus dated March 31, 2025, which was included in the Registration Statement, and which forms a part of the Registration Statement (the “Prospectus”), and as may be set forth from time to time in one or more supplements to the Prospectus.
This opinion letter is rendered in connection with the sale from time to time by the Company of shares of its common stock, par value $0.001 per share (the “Shares”), with an aggregate offering price of up to $250.0 million, as described in the prospectus supplement dated as of May 16, 2025 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act. The Shares are to be sold by the Company pursuant to an equity distribution agreement, dated October 6, 2023, as amended by the first amendment to the equity distribution agreement dated December 4, 2024 and the second amendment to the equity distribution agreement dated May 16, 2025 (as amended, the “Equity Distribution Agreement”), by and among the Company, GC Advisors LLC, and Golub Capital LLC, and Keefe, Bruyette & Woods, Inc. and Regions Securities LLC, as the placement agents. This opinion letter is being furnished to the Company in accordance with the requirements of Item 25 of Form N-2 under the Investment Company Act of 1940, as amended (the “1940 Act”), and we express no opinion herein as to any matter other than as to the legality of the Shares.
In rendering the opinion expressed below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below, including the following documents:
| Golub Capital BDC, Inc. | |
|---|---|
| May 16, 2025 | |
| Page 2 | |
| (i) | the Registration Statement; |
| --- | --- |
| (ii) | the Prospectus Supplement; |
| (iii) | the Equity Distribution Agreement; |
| --- | --- |
| (iv) | the form of certificate evidencing the Shares, filed as Exhibit (d)(1) to the Registration Statement; |
| --- | --- |
| (v) | the certificate of incorporation, as amended, of the Company; |
| --- | --- |
| (vi) | the second amended and restated bylaws of the Company; |
| --- | --- |
| (vii) | a certificate of good standing with respect to the Company issued by the Secretary of State of the State of Delaware as of a recent date; and |
| --- | --- |
| (viii) | the resolutions of the board of directors of the Company relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement, the Prospectus and the Prospectus Supplement and (b) the authorization to enter into the Equity Distribution Agreement, certified as of the date hereof by an officer of the Company. |
| --- | --- |
As to the facts upon which this opinion is based, we have relied, to the extent we deem proper, upon certificates of public officials and certificates and written statements of agents, officers, directors and representatives of the Company.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as copies. In addition, we have assumed (i) the legal capacity of all natural persons and (ii) the legal power and authority of all persons signing on behalf of the parties to such documents (other than the Company).
On the basis of the foregoing and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that when (i) the Equity Distribution Agreement has been duly executed and delivered by the parties thereto and (ii) the Shares are (a) issued and delivered against receipt by the Company of payment therefor at a price per Share not less than the par value per share of the Common Stock as contemplated by the Registration Statement and the Prospectus contained therein and in accordance with the terms of the Equity Distribution Agreement and (b) if applicable, countersigned by the transfer agent, the Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Delaware. We are members of the bar of the State of New York.
This opinion letter has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the date of this opinion letter.
We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on or about May 16, 2025 and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
|---|
| /s/ Dechert LLP |
| Dechert LLP |
Exhibit 10.1
GolubCapital BDC, Inc.
Shares of Common Stock, par value $0.001 per share
SECOND Amendment to the Equity Distribution Agreement
This Second Amendment, dated May 16, 2025 (this “Amendment”), is to that certain Equity Distribution Agreement, dated October 6, 2023 (as amended on December 6, 2024), by and among Golub Capital BDC, Inc., a Delaware corporation (the “Company”), GC Advisors LLC, a Delaware limited liability company (the “Adviser”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”), on the one hand, and Keefe, Bruyette & Woods, Inc. and Regions Securities LLC (each, a “Placement Agent” and collectively, the “Placement Agents”), on the other hand (the “Equity Distribution Agreement”).
WHEREAS, the Company, the Adviser, the Administrator and the Placement Agents desire to amend certain provisions of the Equity Distribution Agreement, including to increase the aggregate offering price of the Common Stock that the Company may issue and sell through the Placement Agents, each acting as agent and/or principal, from $250.0 million to $288,043,048.98 (which amount shall include all of the Shares previously sold pursuant to the Equity Distribution Agreement to date) and to make certain other changes to the Equity Distribution Agreement with effect on and after the date hereof.
NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:
- Amendments to Section 1. The first sentence of the first paragraph of Section 1 of the Equity Distribution Agreement is amended and restated as follows:
Each of the Company, the Adviser and the Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Placement Agents, acting as agent and/or principal, shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $288,043,048.98 (the “Maximum Amount”).
The first two sentences of the second paragraph of Section 1 of the Equity Distribution Agreement are amended and restated as follows:
The Company has filed, in accordance with the provisions of the Securities Act, with the Commission an “automatic shelf registration statement” on Form N-2 (File No. 333-286240), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company. Such registration statement became effective immediately upon its filing with the Commission on March 28, 2025.
Amendments to Section 5(a)(10). Section 5(a)(10) of the Equity Distribution Agreement is amended by deleting the first sentence.
Amendments to Section 5(a)(43). The last sentence of Section 5(a)(43) of the Equity Distribution Agreement is amended and restated as follows:
The Company qualified and maintained in effect its election to be treated as a RIC under Subchapter M of the Code for its three most recent taxable years for which its tax returns have been filed.
Consent to Amendment. Each of the Company, the Adviser, and the Administrator and the Placement Agents by the execution of this Amendment hereby consents to the amendments, modifications and supplements to the Equity Distribution Agreement contemplated herein.
No Other Amendments. No other amendments to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution Agreement, including all annexes and exhibits thereto, unaffected by this Amendment shall remain in full force and effect.
Governing Law and Time. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company, the Adviser and the Administrator hereby submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Adviser and the Administrator irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.
Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Equity Distribution Agreement.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by each of you, this Agreement and such acceptance hereof shall constitute a binding agreement among each of you, the Company, the Adviser and the Administrator.
[Signature pages to follow]
| Very truly yours, | |
|---|---|
| GOLUB CAPITAL BDC, INC. | |
| By: | /s/ David B. Golub |
| Name: David B. Golub | |
| Title: Chief Executive Officer | |
| GC ADVISORS LLC | |
| By: | /s/ David B. Golub |
| Name: David B. Golub | |
| Title: President | |
| GOLUB CAPITAL LLC | |
| By: | /s/ David B. Golub |
| Name: David B. Golub | |
| Title: President |
[SignaturePage to Second Amendment to Equity Distribution Agreement]
| Accepted as of the date hereof: | |
|---|---|
| KEEFE, BRUYETTE & WOODS, INC. | |
| By: | /s/Al Laufenberg |
| Name: Al Laufenberg | |
| Title: Managing Director | |
| REGIONS SECURITIES LLC | |
| By: | /s/ Edward L. Armstrong |
| Name: Edward L. Armstrong | |
| Title: Managing Director - ECM |
[Signature Page to Second Amendment toEquity Distribution Agreement]