Item 1.01.
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Entry into a Material Definitive Agreement.
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On
October 15, 2021, Golub Capital BDC, Inc. (the “Company”) issued an additional
$100.0 million aggregate principal amount of its 3.375% Notes due 2024 (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”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”),
as supplemented by the first supplemental indenture, dated October 2, 2020 (the “First Supplemental Indenture” and together
with the Base Indenture, the “Indenture”), pursuant to which the Company issued $400.0 million aggregate principal amount
of the 3.375% Notes due 2024 (the “Existing Notes” together with the New Notes, the “Notes”) on October 2, 2020.
The New Notes 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 New Notes will have the same CUSIP number and will be fungible and rank equally with the Existing Notes. Upon issuance of the
New Notes, the outstanding aggregate principal amount of the Company’s 3.375% Notes due 2024 is $500.0 million.
The
Company expects to use the net proceeds of the Offering primarily to repay outstanding indebtedness.
The indebtedness the Company expects to repay with the net proceeds of the Offering includes
amounts outstanding under the senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “JPM Credit Facility”).
The Company may reborrow under the JPM Credit Facility for general corporate purposes, which include investing in portfolio companies
in accordance with its investment strategy.
The
Notes mature on April 15, 2024, unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest
at a rate of 3.375% per year payable semi-annually in arrears on April 15 and October 15 of each year. 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.
At
any time or from time to time, the Company may redeem some or all of the Notes at a redemption price equal to the greater of (1) 100%
of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal
and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed through March 15, 2024
(the date falling one month prior to the maturity date of the Notes), discounted to the redemption date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate (as defined in the First Supplemental Indenture)
plus 50 basis points, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date; provided, however,
that if the Company redeems any Notes on or after March 15, 2024 (the date falling one month prior to the maturity date of the Notes),
the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the Notes. In addition, if a Change of Control
Repurchase Event (as defined in the First Supplemental Indenture) occurs in respect of the Company, 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
Notes were offered and sold pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-232387)
previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated October 7, 2021, a final prospectus
supplement dated October 7, 2021 and the pricing term sheet filed with the SEC on October 7, 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 transaction closed on
October 15, 2021.
The
description above is only a summary of the material provisions of the Base Indenture, the First Supplemental Indenture, and the New
Notes and is qualified in its entirety by reference to copies of the Base Indenture, the First Supplemental
Indenture, and the New Notes, respectively, each incorporated by reference as exhibits to
this Current Report on Form 8-K and incorporated by reference herein.