Item 1.01. Entry into a Material Definitive Agreement.
On October 2, 2020, in connection with a previously announced public offering,
Golub Capital BDC, Inc. (the "Company") and U.S. Bank National Association, as
trustee (the "Trustee"), entered into an Indenture, dated October 2, 2020,
between the Company and the Trustee (the "Base Indenture"), and the First
Supplemental Indenture to the Base Indenture, dated October 2, 2020, between the
Company and the Trustee (the "First Supplemental Indenture" and together with
the Base Indenture, the "Indenture"). The First Supplemental Indenture relates
to the Company's issuance of $400.0 million aggregate principal amount of its
3.375% Notes due 2024 (the "Notes").
The Company expects to use the net proceeds of the offering primarily to
initially repay outstanding indebtedness. The indebtedness the Company may repay
with the net proceeds of the offering includes amounts outstanding under its
revolving credit facilities. The Company may reborrow under its revolving credit
facilities for general corporate purposes, which include investing in portfolio
companies in accordance with its investment strategy.
The Notes mature on April 15, 2024 (the "Maturity Date"), unless previously
redeemed or repurchased in accordance with their terms. The Notes bear interest
at a rate of 3.375% per year payable semiannually in arrears on April 15 and
October 15 of each year, commencing on April 15, 2021. 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 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 (Registration No. 333-232387) previously
filed with the SEC, as supplemented by a preliminary prospectus supplement dated
September 29, 2020, a final prospectus supplement dated September 29, 2020 and
the pricing term sheet filed with the SEC on September 29, 2020. 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 2, 2020.
The description above is only a summary of the material provisions of the
Indenture and the Notes and is qualified in its entirety by reference to copies
of the Indenture and the Notes, respectively, each filed as exhibits to this
Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Form 8-K is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
4.1 Indenture, dated as of October 2, 2020, by and between Golub
Capital BDC, Inc. and U.S. Bank National Association, as trustee.
4.2 First Supplemental Indenture, dated as of October 2, 2020, relating
to the 3.375% Notes due 2024, by and between Golub Capital BDC, Inc.
and U.S. Bank National Association, as trustee.
4.3 Form of 3.375% Notes due 2024 (included in Exhibit 4.2 hereto).
5.1 Opinion of Eversheds Sutherland (US) LLP
23.1 Consent of Eversheds Sutherland (US) LLP (contained in the opinion
filed as Exhibit 5.1 hereto)
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