Item 1.01. Entry into a Material Definitive Agreement.
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 NewNotes 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.
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 (incorporated
by reference to Exhibit 4.1 to Current Report on Form 8-K filed on
October 2, 2020).
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 (incorporated by
reference to Exhibit 4.2 to Current Report on Form 8-K filed on
October 2, 2020).
4.3 Form of 3.375% Notes due 2024 (incorporated by reference to Exhibit
4.3 to Current Report on Form 8-K filed on October 2, 2020).
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).
© Edgar Online, source Glimpses