Current Report Filing (8-k)
February 18 2021 - 4:17PM
Edgar (US Regulatory)
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): February 17, 2021
Golub
Capital BDC, Inc.
(Exact name
of Registrant as specified in its charter)
Delaware
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814-00794
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27-2326940
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.)
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement 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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001 per share
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GBDC
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The Nasdaq Global Select Market
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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.
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Entry into a Material Definitive Agreement.
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On February 17,
2021, Golub Capital BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
by and among the Company, GC Advisors LLC, Golub Capital LLC, and SMBC Nikko Securities America, Inc. and J.P. Morgan Securities
LLC, as representatives of the several underwriters, in connection with the issuance and sale of $400.0 million aggregate principal
amount of the Company’s 2.500% Notes due 2026 (the “Offering”). The closing of the Offering is expected to occur
on February 24, 2021, subject to customary closing conditions.
The Offering was
made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-232387) previously
filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated February 17, 2021
and a final prospectus supplement dated February 17, 2021. 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 description
above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference
to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item 9.01.
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Financial Statements and Exhibits.
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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.
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Golub Capital BDC, Inc.
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Date: February 18, 2021
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By:
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/s/ Ross Teune
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Ross Teune
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Chief Financial Officer
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