8-K
GOLUB CAPITAL BDC, Inc. (GBDC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):December 3, 2024
GOLUB
CAPITAL BDC, INC.
(Exact name of Registrant as specified in itscharter)
| Delaware | 814-00794 | 27-2326940 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>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 communications pursuant to Rule 425 under<br> the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br> the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communions pursuant to Rule 14d-2(b) under<br> the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br> the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | 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 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
|---|
On December 3, 2024, Golub Capital BDC, Inc. (the “Company”) issued an additional $150 million in aggregate principal amount of its 6.000% Notes due 2029 (the “New Notes”). The New Notes were issued as additional notes under the base indenture, dated October 2, 2020 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture, dated February 1, 2024 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company initially issued $600 million in aggregate principal amount of the 6.000% Notes due 2029 (the “Existing Notes” and together with the New Notes, the “Notes”) on February 1, 2024.
The New Notes are being treated as a single series with the Existing Notes under the Indenture and will have the same terms as the Existing Notes (except the issue date, the offering price and the initial interest payment date). The New Notes have the same CUSIP number and are fungible and rank equally with the Existing Notes. Upon issuance of the New Notes, the outstanding aggregate principal amount of the Company’s 6.000% Notes due 2029 became $750,000,000.
The Notes mature on July 15, 2029, unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest at a rate of 6.000% per year payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2025 for the New Notes. The Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the Notes; equal in right of payment to the Company’s existing and future indebtedness or other obligations that are not so subordinated or junior; effectively junior to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
Prior to June 15, 2029 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date, or (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fifth Supplemental Indenture) plus 35 basis points less (b) interest accrued to the date of redemption. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. No sinking fund is provided for the Notes. In addition, if a Change of Control Repurchase Event (as defined in the Fifth Supplemental Indenture) occurs in respect of the Company, holders of the Notes may require the Company to repurchase for cash some or all of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.
The Indenture contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
The Company expects to use the net proceeds of this offering to repay outstanding indebtedness under the Company’s senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “JPM Credit Facility”) or the $386.6 million term debt securitization issued by Golub Capital BDC 3 CLO 2 LLC, a Delaware limited liability company and indirect subsidiary of the Company, acquired as part of the Company’s June 2024 acquisition of Golub Capital BDC 3, Inc. However, the Company may reborrow under the JPM Credit Facility for general corporate purposes, which may include investing in portfolio companies in accordance with its investment strategy.
The New Notes were offered and sold pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-265509) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated November 25, 2024, a final prospectus supplement dated November 25, 2024 and the pricing term sheet filed with the SEC on November 25, 2024. 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. The transaction closed on December 3, 2024.
The description above is only a summary of the material provisions of the Base Indenture, the Fifth Supplemental Indenture, and the Notes and is qualified in its entirety by reference to copies of the Base Indenture, the Fifth Supplemental Indenture, and the form of global note representing the Notes, respectively, each incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Golub Capital BDC, Inc. | ||
|---|---|---|
| Date: December 3, 2024 | By: | /s/ Christopher C. Ericson |
| Christopher C. Ericson | ||
| Chief Financial Officer and Treasurer |
Exhibit 5.1
December 3, 2024
Golub Capital BDC, Inc.
200 Park Avenue, 25^th^ Floor
New York, NY 10166
Ladies and Gentlemen:
We have acted as counsel to Golub Capital BDC, Inc., a Delaware corporation (the “Company”), in connection with the public offering of $150,000,000 in aggregate principal amount of the Company’s 6.000% unsecured notes due 2029 (the “Notes”), pursuant to the Company’s registration statement on Form N-2 (File No. 333-265509) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), which became automatically effective upon filing with the Commission, pursuant to Rule 462(e) under the Securities Act, on June 9, 2022, 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 June 9, 2022, 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 such public offering of the Notes, as described in the Prospectus and a prospectus supplement dated November 25, 2024 (the “Prospectus Supplement”). All of the Notes are to be sold by the Company as described in the Registration Statement and related Prospectus and Prospectus Supplement.
The Notes will be issued pursuant to the indenture, dated October 2, 2020, entered into between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture, dated February 1, 2024, entered into between the Company and the Trustee (collectively, the “Indenture”).
As counsel to the Company, we have reviewed the Registration Statement, the Prospectus and the Prospectus Supplement, and have examined the originals or copies of the following:
| (i) | the Certificate of Incorporation of the Company, as amended by the Certificates of Amendment of the Certificate<br>of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; |
|---|---|
| (ii) | the Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company; |
| --- | --- |
| (iii) | a Certificate of Good Standing with respect to the Company issued by the Secretary of State of the State<br>of Delaware on November 25, 2024; |
| --- | --- |
| (iv) | the resolutions of the Company’s board of directors, or a duly authorized committee thereof, of<br>the Company relating to, among other things, (a) the authorization and approval of the preparation and filing of the Registration Statement<br>and (b) the authorization, execution and delivery of the Indenture; |
| --- | --- |
| (v) | the Indenture; |
| --- | --- |
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
Page 2
| (vi) | a specimen copy of the form of the Notes to be issued pursuant to the Indenture in the form attached to<br>the Indenture; and |
|---|---|
| (vii) | the Underwriting Agreement, dated as of November 25, 2024, by and among the Company, GC Advisors LLC,<br>a Delaware limited liability company, and Golub Capital LLC, a Delaware limited liability company, on the one hand, and SMBC Nikko Securities<br>America, Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, and Truist Securities, Inc., as representatives of the several<br>underwriters named in Exhibit A thereto. |
| --- | --- |
With respect to such examination and our opinion expressed herein, we have assumed, without any independent investigation or verification, (i) the genuineness of all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or reproduced copies and the authenticity of the originals of such copied documents, (v) that all certificates issued by public officials have been properly issued, (vi) the accuracy and completeness of all corporate records made available to us by the Company, (vii) that the Indenture is a valid and legally binding obligation of the parties thereto (other than the Company), and (viii) that at the time of issuance of the Notes, after giving effect to such issuance, the Company will be in compliance with Section 18(a)(1)(A) of the Investment Company Act of 1940, as amended (the “1940 Act”), giving effect to Section 61(a) of the 1940 Act.
This opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise opinion recipients regarding, opinion letters of this kind.
As to certain matters of fact relevant to the opinions in this opinion letter, we have relied upon certificates and/or representations of officers of the Company. We also have relied upon certificates and confirmations of public officials. We have not independently established the facts, or in the case of certificates or confirmations of public officials, the other statements, so relied upon.
The opinion set forth below is limited to the contract laws of the State of New York, as in effect on the date hereof, and we express no opinion with respect to any other laws of the State of New York or the laws of any other jurisdiction. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance or sale of the Notes.
On the basis of and subject to the foregoing, and subject to the all of the assumptions, qualifications and limitations set forth in this opinion letter, we are of the opinion that, when the Notes are duly executed and delivered by duly authorized officers of the Company and duly authenticated by the Trustee, all in accordance with the provisions of the Indenture, and delivered to the purchasers thereof against payment of the agreed consideration therefor, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, and other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (including without limitation the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity.
The opinions expressed in this opinion letter are (a) strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be inferred, and (b) only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the Company or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in 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 to be filed with the Commission on December 3, 2024 and to the reference to our firm in the “Legal Matters” section in the Registration Statement, the Prospectus and Prospectus Supplement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| /s/ EVERSHEDS SUTHERLAND (US) LLP |
|---|