GBDC Golub Capital BDC Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 4, 2024

 

 

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)		(IRS 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		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.

 

Equity Distribution Agreement Amendment

 

On October 6, 2023, Golub Capital BDC, Inc. (“GBDC”) established an “at-the-market” offering (the “ATM Program”) through which GBDC may sell, from time to time through the Placement Agents (as defined below), shares of GBDC’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $250.0 million.

 

On December 4, 2024, GBDC entered into the first amendment (the “First Amendment”) to the equity distribution agreement, dated as of October 6, 2023 (as amended, the “Equity Distribution Agreement”), by and among GBDC, GC Advisors LLC, and Golub Capital LLC and Keefe, Bruyette & Woods, Inc. and Regions Securities LLC (the “Placement Agents”), to modify certain settlement mechanics and to clarify the periods during which GBDC can request the Placement Agents to sell Shares. The other material terms of the Equity Distribution Agreement were unchanged.

 

The foregoing description is only a summary of the material provisions of the First Amendment and is qualified in its entirety by reference to a copy of the First Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

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.

 

JPM Credit Facility Commitment Increase

 

On December 6, 2024, GBDC entered into an agreement (the “Commitment Increase Agreement”), pursuant to which, through the accordion feature in the Senior Secured Revolving Credit Facility, dated as of August 6, 2024, by and among GBDC, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the lenders, syndication agents, joint bookrunners, and joint lead arrangers party thereto (as amended and supplemented, the “JPM Credit Facility”), the aggregate commitments under the JPM Credit Facility increased from $1,897.5 million to $1,997.5 million. The accordion feature in the JPM Credit Facility allows GBDC, under certain circumstances, to increase the total size of the facility to a maximum of $2.0 billion. The other material terms of the JPM Credit Facility remain unchanged.

 

The foregoing description is only a summary of the material provisions of the Commitment Increase Agreement and is qualified in its entirety by reference to a copy of the Commitment Increase Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

 

10.1	First Amendment to the Equity Distribution Agreement, dated December 4, 2024, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, Keefe, Bruyette & Woods, Inc. and Regions Securities LLC.

10.2

Commitment Increase Agreement, dated as of December 6, 2024, by Royal Bank of Canada, as an Assuming Lender, in favor of Golub Capital BDC, Inc., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent under the Senior Secured Revolving Credit Facility, dated as of August 6, 2024, as amended, among Golub Capital BDC, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the lenders, syndication agents, joint bookrunners, and joint lead arrangers party thereto

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Golub Capital BDC, Inc.
Date: December 6, 2024	By:	/s/ Christopher C. Ericson
		Name:	Christopher C. Ericson
		Title:	Chief Financial Officer

 

 

 

Exhibit 10.1

 

Execution Version

 

Golub Capital BDC, Inc.

 

Shares of Common Stock, par value $0.001 per share

 

First Amendment to the Equity Distribution Agreement

 

This First Amendment, dated December 4, 2024 (this “Amendment”), is to that certain Equity Distribution Agreement, dated October 6, 2023, by and among Golub Capital BDC, Inc., a Delaware corporation (the “Company”), GC Advisors LLC, a Delaware limited liability company (the “Adviser”), and Golub Capital LLC, a Delaware limited liability company (the “Administrator”), on the one hand, and Keefe, Bruyette & Woods, Inc. and Regions Securities LLC (each, a “Placement Agent” and collectively, the “Placement Agents”), on the other hand (the “Equity Distribution Agreement”).

 

WHEREAS, the Company, the Adviser, the Administrator and the Placement Agents desire to amend certain provisions of the Equity Distribution Agreement with effect on and after the date hereof.

 

NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:

 

1. Amendments to Section 6(b). Section 6(b) of the Equity Distribution Agreement is amended and restated as follows:

 

Settlement of Placement Securities. Unless otherwise specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable), settlement for sales of Placement Securities will occur on the first (1st) Trading Day following the date on which such sales are made or such other date as may be mutually agreed by the Company and the Designated Agent (each, a “Settlement Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Securities sold (the “Net Proceeds”) will be equal to the aggregate sales price received by Designated Agent at which such Placement Securities were sold, after deduction for (i) Designated Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

 

2. Amendments to Section 6(g). Section 6(g) of the Equity Distribution Agreement is amended and restated as follows:

 

Restrictions on Sales. Notwithstanding any other provision of this Agreement, no sales of Securities shall take place, and the Company shall not request the sale of any Securities, and the Placement Agents shall not be obligated to sell any Securities, during any period in which the Company is in possession of material non-public information.

 

3. Consent to Amendment. Each of the Company, the Adviser, and the Administrator and the Placement Agents by the execution of this Amendment hereby consents to the amendments, modifications and supplements to the Equity Distribution Agreement contemplated herein.

 

4. No Other Amendments. No other amendments to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution Agreement, including all annexes and exhibits thereto, unaffected by this Amendment shall remain in full force and effect.

 

5. Governing Law and Time. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company, the Adviser and the Administrator hereby submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Adviser and the Administrator irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.

 

 

6. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Equity Distribution Agreement.

 

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by each of you, this Agreement and such acceptance hereof shall constitute a binding agreement among each of you, the Company, the Adviser and the Administrator.

 

[Signature pages to follow]

 

 

	Very truly yours,
	GOLUB CAPITAL BDC, INC.
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	Chief Executive Officer
	GC ADVISORS LLC
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	President
	GOLUB CAPITAL LLC
	By:	/s/ David B. Golub
		Name:	David B. Golub
		Title:	President

 

[Signature Page to First Amendment to Equity Distribution Agreement]

 

 

		Accepted as of the date hereof:
		KEEFE, BRUYETTE & WOODS, INC.
	By:	/s/ Al Laufenberg
		Name:	Al Laufenberg
		Title:	Managing Director
		REGIONS SECURITIES LLC
	By:	/s/ Edward L. Armstrong
		Name:	Edward L. Armstrong
		Title:	Managing Director – ECM

 

[Signature Page to First Amendment to Equity Distribution Agreement]

 

 

 

Exhibit 10.2

 

Execution Version

 

COMMITMENT INCREASE AGREEMENT

 

December 6, 2024

 

JPMorgan Chase Bank, N.A.,

   as Administrative Agent

500 Stanton Christiana Road

NCC 5, Floor 1

Newark, DE 19713-2107

 

Attention: Loan & Agency Services Group

 

Ladies and Gentlemen:

 

We refer to the Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of August 6, 2024 (as amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among Golub Capital BDC, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that the Borrower has requested in a letter dated December 6, 2024 (the “Increase Request”) from the Borrower to the Administrative Agent that the aggregate amount of the Commitments be increased on the terms and subject to the conditions set forth herein.

 

A.            Commitment Increase. Pursuant to Section 2.07(e) of the Credit Agreement, Royal Bank of Canada (the “Assuming Lender”), hereby agrees to make Commitments in the amount set forth opposite the name of the Assuming Lender, as listed in Schedule I hereto pursuant to the instruction of the Administrative Agent, such Commitments to be effective as of the Increase Date (as defined in the Increase Request); provided that the Administrative Agent shall have received a duly executed officer’s certificate from the Borrower, dated the Increase Date, in substantially the form of Exhibit I hereto. Pursuant to Section 2.07(e)(i)(C) of the Credit Agreement, the Administrative Agent and the Issuing Bank hereby consent to the Assuming Lender making the Commitments in the amount specified in the Increase Request and in Schedule I hereto.

 

B.             Confirmation of Assuming Lender. The Assuming Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Increase Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; and (iii) acknowledges and agrees that, from and after the Increase Date, the Commitments set forth opposite the name of the Assuming Lender listed in Schedule I hereto shall be included in its Commitments and be governed for all purposes by the Credit Agreement and the other Loan Documents.

 

 

C.             Counterparts. This Commitment Increase Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Commitment Increase Agreement by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Commitment Increase Agreement.

 

D.             Governing Law. This Commitment Increase Agreement shall be construed in accordance with and governed by the law of the State of New York. Section 9.09(b) (Submission to Jurisdiction), Section 9.09(c) (Waiver of Venue) and Section 9.09(d) (Service of Process) of the Credit Agreement are hereby incorporated mutatis mutandis and shall apply hereto.

 

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS Commitment Increase AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS Commitment Increase Agreement BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS paragraph.

 

 

	Very truly yours,
	ASSUMING LENDER
	Royal Bank of Canada
	By:	/s/ Alex Figueroa
		Name:	Alex Figueroa
		Title:	Authorized Signatory

 

Commitment Increase Agreement

 

 

Accepted and Agreed:
GOLUB CAPITAL BDC, INC.
By:	/s/ Christopher Ericson
	Name:	Christopher Ericson
	Title:	Chief Financial Officer
Acknowledged By:
JPRMORGAN CHASE BANK, N.A.,
as Administrative Agent and Issuing Bank
By:	/s/ Tom Gillespie
	Name:	Tom Gillespie
	Title:	Executive Director

 

 

Commitment Increase Agreement

 

 

v3.24.3

Cover	Dec. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2024
Entity File Number	814-00794
Entity Registrant Name	GOLUB CAPITAL BDC, INC.
Entity Central Index Key	0001476765
Entity Tax Identification Number	27-2326940
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 Park Avenue
Entity Address, Address Line Two	25th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10166
City Area Code	212
Local Phone Number	750-6060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GBDC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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