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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):
September 19, 2025
GOLUB
CAPITAL BDC, INC.
(Exact name of Registrant as specified in its
charter)
| Delaware |
|
814-00794 |
|
27-2326940 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
200
Park Avenue, 25th
Floor, New York,
NY 10166
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (212) 750-6060
| |
| (Former name
or former address, if changed since 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
the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communions pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
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
Stock, par value $0.001 per share |
|
GBDC |
|
The
Nasdaq Global
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. |
On
September 19, 2025, Golub Capital BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) by and among the Company, GC Advisors LLC (the “Adviser”), Golub Capital LLC (the “Administrator”),
and RBC Capital Markets, LLC, as the underwriter set forth therein, in connection with the issuance and sale of an additional $250.0 million
aggregate principal amount of the Company’s 7.050% Notes due 2028 (the “New Notes” and the issuance and sale of the
New Notes, the “Offering”). The closing of the Offering is expected to occur on September 26, 2025, subject to customary closing
conditions.
The
Underwriting Agreement includes customary representations, warranties, and covenants by the Company, the Adviser, and the Administrator.
It also provides for customary indemnification by each of the Company, the Adviser, the Administrator, and the underwriter against certain
liabilities and customary contribution provisions in respect of those liabilities.
The
Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-286240) previously
filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated
September 19, 2025, a final prospectus supplement dated September 19, 2025, and the pricing term sheet filed with the SEC on September
19, 2025. 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
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement filed as an exhibit hereto and incorporated by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT
NUMBER |
|
DESCRIPTION |
| 1.1 |
|
Underwriting Agreement, dated September 19, 2025, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, and RBC Capital Markets, LLC, as the underwriter set forth therein. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 25, 2025 |
|
By: |
/s/ Christopher C. Ericson |
| |
|
|
Christopher C. Ericson |
| |
|
|
Chief Financial Officer and Treasurer |
