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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 26, 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 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
On
September 26, 2025, Golub Capital BDC, Inc. (the “Company”) issued an additional $250.0 million in aggregate principal amount
of its 7.050% Notes due 2028 (the “New Notes” and the issuance and sale of the New Notes, the “Offering”). The
New Notes were issued as additional notes under the base indenture, dated October 2, 2020 (the “Base Indenture”), by and 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 Fourth Supplemental Indenture, dated December 5, 2023 (the “Fourth Supplemental
Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company initially issued $450.0
million in aggregate principal amount of the 7.050% Notes due 2028 (the “Existing Notes” and together with the New Notes,
the “Notes”) on December 5, 2023.
The
New Notes are treated as a single series with the Existing Notes under the Indenture and 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
7.050% Notes due 2028 is $700.0 million.
The
Notes mature on December 5, 2028, unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest at
a rate of 7.050% per year payable semi-annually in arrears on June 5 and December 5 of each year, commencing on December 5, 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 November 5, 2028 (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 (expressed as
a percentage of principal amount and rounded to three decimal places) 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 Fourth Supplemental Indenture) plus 45 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 Fourth Supplemental Indenture) occurs in respect of the Company prior to maturity, 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 intends to use the net proceeds of the Offering to repay a portion of the outstanding indebtedness under the Company’s senior
secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “JPM Credit Facility”). However, the Company may re-borrow
under the JPM Credit Facility or borrow under the Company’s line of credit with GC Advisors LLC for general corporate purposes,
which may include investing in portfolio companies in accordance with the Company’s investment strategy.
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 SEC, as supplemented by a preliminary prospectus supplement dated September 19, 2025, the pricing term sheet filed with
the SEC on September 19, 2025, and a final prospectus supplement dated 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 transaction closed on September 26, 2025.
The
description above is only a summary of the material provisions of the Base Indenture, the Fourth Supplemental Indenture, and the Notes
and is qualified in its entirety by reference to copies of the Base Indenture, the Fourth Supplemental
Indenture, and the form of global note representing the Notes, respectively, which are incorporated
by reference herein.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
|
EXHIBIT
NUMBER |
|
DESCRIPTION |
| |
|
| 4.1 |
|
Indenture, dated as of October 2, 2020, by and between Golub Capital BDC, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on October 2, 2020) |
| 4.2 |
|
Fourth Supplemental Indenture, dated as of December 5, 2023, relating to the 7.050% Notes due 2028, by and between Golub Capital BDC, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 5, 2023) |
| 4.3 |
|
Form of Global Note with respect to 7.050% Notes due 2028 (included in Exhibit 4.2 to the Current Report on Form 8-K filed on December 5, 2023 and incorporated by reference herein) |
| 5.1 |
|
Opinion of Eversheds Sutherland (US) LLP |
| 23.1 |
|
Consent of Eversheds Sutherland (US) LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
| 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 26, 2025 |
By: |
/s/ Christopher C. Ericson |
| |
|
Christopher C. Ericson |
| |
|
Chief Financial Officer and Treasurer |
