Filed Pursuant to 424(b)(5)
Registration No. 333-232387
Subject to Completion
Preliminary Prospectus Supplement dated October 7, 2021
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated June 26, 2019)
$
GOLUB CAPITAL BDC, INC.
2.500% Notes due 2026
We are offering for sale $ in aggregate principal amount of 2.500% notes due 2026, which we refer to as the Notes. The Notes will mature on August 24, 2026. We pay interest on the Notes semi-annually in arrears on February 24 and August 24 of each year. The Notes offered hereby are a further issuance of the 2.500% notes due 2026 that we issued on February 24, 2021 in the aggregate principal amount of $400.0 million (the ‘‘Existing Notes’’). The Notes offered hereby will be treated as a single series with the Existing Notes under the indenture and will have the same terms as the Existing Notes. The Notes offered hereby will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. Upon the issuance of the Notes offered hereby, the outstanding aggregate principal amount of our 2.500% notes due 2026 will be $ million.
We may redeem the Notes in whole or in part at any time, or from time to time, at the applicable redemption price discussed under the caption “Description of Notes — Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Notes are our general unsecured obligations that rank senior in right of payment to all of our future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by us (including the 2024 Notes, as defined herein, the Existing Notes and the 2027 Notes, as defined herein), rank effectively junior to all of our existing and future secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities. As of October 4, 2021, we had approximately $2.6 billion of debt outstanding, approximately $1.2 billion of which was unsecured senior indebtedness (represented by the 2024 Notes, the Existing Notes, and the 2027 Notes) that will rank equal to the Notes, approximately $954.7 million of which was indebtedness secured by substantially all of the assets of our subsidiaries and that will be structurally senior to the Notes, and approximately $472.1 million of which was indebtedness secured by substantially all of our assets and that will be effectively senior to the Notes. As of October 4, 2021, we had no amounts outstanding under the debentures of the SBIC Fund, as defined herein. We do not presently expect to issue any subordinated debt.
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in, U.S. middle-market companies.
GC Advisors LLC serves as our investment adviser. Golub Capital LLC serves as our administrator. GC Advisors LLC and Golub Capital LLC are affiliated with Golub Capital (as defined herein), a leading lender to U.S. middle-market companies that has over $40.0 billion of capital under management as of June 30, 2021.
Investing in our securities involves a high degree of risk. Before buying any securities, you should read the discussion of the material risks of investing in our securities, including the risk of leverage, in “Risk Factors” beginning on page S-12 of this prospectus supplement and on page 8 of the accompanying prospectus or otherwise included in or incorporated by reference herein or the accompanying prospectus and in any free writing prospectuses we have authorized for use in connection with this offering, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus.
This prospectus supplement and the accompanying prospectus contain important information you should know before investing in the Notes. Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before you invest and keep it for future reference. We file annual, quarterly, and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. We maintain a website at http://www.golubcapitalbdc.com and make all of our annual, quarterly, and current reports, proxy statements and other publicly filed information available on or through our website. Information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus or any free writing prospectus. You can also obtain such information, free of charge, and make inquiries by calling us collect at (212) 750-6060 or by contacting us at 200 Park Avenue, 25th Floor, New York, New York 10166, Attention: Investor Relations or investorrelations@golubcapital.com. The SEC also maintains a website at http://www.sec.gov that contains such information.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per Note
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Total
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Public offering price(1)
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%
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$
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Underwriting discounts and commissions (sales load)
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%
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$
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Proceeds to us, before estimated expenses(2)
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%
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$
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(1)
The public offering price set forth above does not include accrued and unpaid interest of $ in the aggregate from August 24, 2021 up to, but not including, the date of delivery, which will be paid by the purchasers of the Notes offered hereby. On February 24, 2022, we will pay this accrued interest to the holders of the Notes offered hereby as of the applicable record date along with interest accrued on the Notes offered hereby from the date of delivery to such interest payment date.
(2)
Before deducting estimated offering expenses of $ payable by us in connection with this offering. See “Underwriting” in this prospectus supplement.
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Delivery of the Notes offered hereby in book-entry form only through The Depository Trust Company will be made on or about October , 2021.
J.P. MorganSMBC Nikko
The date of this prospectus supplement is October , 2021.