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 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 communications 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 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. Financial Statements and Exhibits.


     (d) Exhibits


1.1   Underwriting Agreement, dated February 17, 2021, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, SMBC Nikko Securities America, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named in Exhibit A thereto.







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: February 18, 2021 By: /s/ Ross Teune
    Ross Teune
    Chief Financial Officer