Golub Capital BDC, Inc. Closes Merger With Golub Capital BDC 3, Inc., Declares Special Distributions Totaling $0.15 Per Share
June 03 2024 - 9:00AM
Business Wire
Golub Capital BDC, Inc. (“GBDC,” or the “Company”), a business
development company (Nasdaq: GBDC), announced today that it has
completed its previously announced merger with Golub Capital BDC 3,
Inc. (“GBDC 3”), with GBDC as the surviving company. With $8.8
billion of total assets at fair value and investments in 367
portfolio companies, on a pro forma basis as of March 31, 2024,
GBDC is the fifth-largest externally managed, publicly traded
business development company by assets.
David B. Golub, CEO of GBDC, said, “We would like to thank the
stockholders and independent directors of both GBDC and GBDC 3 for
their support throughout the merger process. GBDC’s focus on
traditional middle-market lending, its industry-leading fee
structure and its scale taken together position it to provide
market-leading returns across different economic and interest rate
environments.”
Upon closing of the merger, GBDC 3 stockholders received 0.9138
shares of GBDC common stock for each share of GBDC 3 common stock.
The transaction is estimated to be 2.1% accretive to GBDC’s net
asset value (“NAV”) per share as of March 31, 2024. The final NAV
accretion resulting from the merger will be disclosed when GBDC
reports its financial results for the period ended June 30,
2024.
In support of the proposed merger, the agreement by GBDC’s
investment adviser, GC Advisors LLC (“GC Advisors”), to reduce the
income incentive fee and capital gain incentive fee rate as well as
the incentive fee cap from 20.0% to 15.0% became permanent with the
merger close. GBDC’s cumulative incentive fee cap, since-inception
lookback period and income incentive fee hurdle rate of 8% per
annum have all remained in place.
On June 2, 2024, GBDC’s Board of Directors declared a series of
special distributions totaling $0.15 per share, to be distributed
in three consecutive quarterly payments of $0.05 per share per
quarter, based upon the following schedule:
- Special distribution #1 of $0.05 per share, payable on June 27,
2024, to stockholders of record as of June 13, 2024
- Special distribution #2 of $0.05 per share, payable on
September 13, 2024, to stockholders of record as of August 16,
2024
- Special distribution #3 of $0.05 per share, payable on December
13, 2024, to stockholders of record as of November 29, 2024
Morgan Stanley & Co. LLC served as financial advisor to the
special committee of the independent directors of GBDC. Keefe,
Bruyette & Woods, A Stifel Company, served as financial advisor
to the special committee of the independent directors of GBDC
3.
About Golub Capital BDC, Inc.
Golub Capital BDC Inc. (“Golub Capital BDC”) is an
externally-managed, non-diversified closed-end management
investment company that has elected to be regulated as a business
development company under the Investment Company Act of 1940. Golub
Capital BDC invests primarily in one stop and other senior secured
loans of U.S. middle-market companies that are often sponsored by
private equity investors. Golub Capital BDC’s investment activities
are managed by its investment adviser, GC Advisors LLC, an
affiliate of the Golub Capital group of companies (“Golub
Capital”).
About Golub Capital
Golub Capital is a market-leading, award-winning direct lender
and experienced credit asset manager. The firm specializes in
delivering reliable, creative and compelling financing solutions to
companies backed by private equity sponsors. Golub Capital’s
sponsor finance expertise also forms the foundation of its Broadly
Syndicated Loan and Credit Opportunities investment programs. Golub
Capital nurtures long-term, win-win partnerships that inspire
repeat business from private equity sponsors and investors.
As of April 1, 2024, Golub Capital had over 925 employees and
over $70 billion of capital under management, a gross measure of
invested capital including leverage. The firm has offices in North
America, Europe and Asia. For more information, please visit
golubcapital.com.
Forward-Looking Statements
This communication may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Statements other than statements of historical facts
included in this communication may constitute forward-looking
statements and are not guarantees of future performance or results
and involve a number of risks and uncertainties. Actual results may
differ materially from those expressed or implied in the
forward-looking statements as a result of a number of factors,
including those described from time to time in filings with the
Securities and Exchange Commission. GBDC undertakes no duty to
update any forward-looking statement made herein. All
forward-looking statements speak only as of the date of this
communication.
Some of the statements in this communication constitute
forward-looking statements, which relate to future events, future
performance or financial condition or the two-step merger of GBDC 3
with and into GBDC (collectively, the “Mergers”). The
forward-looking statements involve risks and uncertainties,
including statements as to: future operating results of GBDC;
business prospects of GBDC and the prospects of its portfolio
companies; and the impact of the investments that GBDC expects to
make. In addition, words such as “may,” “might,” “will,” “intend,”
“should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,”
“anticipate,” “predict,” “potential,” “plan” or similar words
indicate forward-looking statements, although not all
forward-looking statements include these words. The forward-looking
statements contained in this communication involve risks and
uncertainties. Certain factors could cause actual results and
conditions to differ materially from those projected, including the
uncertainties associated with (i) expected synergies and savings
associated with the Mergers; (ii) the ability to realize the
anticipated benefits of the Mergers, including the expected
elimination of certain expenses and costs due to the Mergers; (iii)
changes in the economy, financial markets and political
environment, including the impacts of inflation and rising interest
rates; (iv) risks associated with possible disruption in the
operations of GBDC or the economy generally, including those caused
by global health pandemics, such as the COVID-19 pandemic, or other
large scale events; (v) turmoil in Ukraine and Russia, including
sanctions related to such turmoil, and the potential for volatility
in energy prices and other supply chain issues and any impact on
the industries in which GBDC invests; (vi) future changes in laws
or regulations (including the interpretation of these laws and
regulations by regulatory authorities); (vii) changes in political,
economic or industry conditions, the interest rate environment or
conditions affecting the financial and capital markets that could
result in changes to the value of GBDC’s assets; (viii) elevating
levels of inflation, and its impact on GBDC, on its portfolio
companies and on the industries in which they invest; (ix) GBDC’s
plans, expectations, objectives and intentions, as a result of the
Mergers; (x) the future operating results and net investment income
projections of GBDC following the closing of the Mergers; (xi) the
ability of GC Advisors to locate suitable investments for GBDC and
to monitor and administer its investments; (xii) the ability of GC
Advisors or its affiliates to attract and retain highly talented
professionals; and (xiii) other considerations that may be
disclosed from time to time in GBDC’s publicly disseminated
documents and filings. GBDC has based the forward-looking
statements included in this press release on information available
to them on the date of this communication, and they assume no
obligation to update any such forward-looking statements. Although
GBDC undertakes no obligation to revise or update any
forward-looking statements, whether as a result of new information,
future events or otherwise, you are advised to consult any
additional disclosures that they may make directly to you or
through reports that GBDC in the future may file with the SEC,
including the registration statement on Form N-14, which includes
the joint proxy statement of GBDC and GBDC 3 and a prospectus of
GBDC, annual reports on Form 10-K, quarterly reports on Form 10-Q
and current reports on Form 8-K.
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version on businesswire.com: https://www.businesswire.com/news/home/20240603896435/en/
Christopher Ericson 312-212-4036 cericson@golubcapital.com
press@golubcapital.com
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