Golub Capital BDC Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
On September 26, 2025, Golub Capital BDC, Inc. (the “Company”) issued an additional $250.0 million in aggregate principal amount of its 7.050% Notes due 2028 (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”), by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated December 5, 2023 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company initially issued $450.0 million in aggregate principal amount of the 7.050% Notes due 2028 (the “Existing Notes” and together with the New Notes, the “Notes”) on December 5, 2023.
The New Notes are treated as a single series with the Existing Notes under the Indenture and have the same terms as the Existing Notes (except the issue date, the offering price and the initial interest payment date). The New Notes have the same CUSIP number and are fungible and rank equally with the Existing Notes. Upon issuance of the New Notes, the outstanding aggregate principal amount of the Company’s 7.050% Notes due 2028 is $700.0 million.
The Notes mature on December 5, 2028, unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest at a rate of 7.050% per year payable semi-annually in arrears on June 5 and December 5 of each year, commencing on December 5, 2025 for the New Notes. 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.
Prior to November 5, 2028 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date, or (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 45 basis points less (b) interest accrued to the date of redemption. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. No sinking fund is provided for the Notes. In addition, if a Change of Control Repurchase Event (as defined in the Fourth Supplemental Indenture) occurs in respect of the Company prior to maturity, 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 Company intends to use the net proceeds of the Offering to repay a portion of the outstanding indebtedness under the Company’s senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “JPM Credit Facility”). However, the Company may re-borrow under the JPM Credit Facility or borrow under the Company’s line of credit with GC Advisors LLC for general corporate purposes, which may include investing in portfolio companies in accordance with the Company’s investment strategy.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-286240) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated September 19, 2025, the pricing term sheet filed with the SEC on September 19, 2025, and a final prospectus supplement dated September 19, 2025. 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 September 26, 2025.
The description above is only a summary of the material provisions of the Base Indenture, the Fourth Supplemental Indenture, and the Notes and is qualified in its entirety by reference to copies of the Base Indenture, the Fourth Supplemental Indenture, and the form of global note representing the Notes, respectively, which are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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.
| Golub Capital BDC, Inc. | ||
| Date: September 26, 2025 | By: | /s/ Christopher C. Ericson |
| Christopher C. Ericson | ||
| Chief Financial Officer and Treasurer | ||