Item 1.01 - Entry into a Material Definitive Agreement.
On November 19, 2021, Golub Capital BDC, Inc. (the "Company") entered into an
amendment (the "JPM Credit Facility Amendment") to that certain Senior Secured
Revolving Credit Agreement, dated as of February 11, 2021, by and 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 (as amended and supplemented
by the JPM Credit Facility Amendment, the "JPM Credit Facility"). The JPM Credit
Facility Amendment was effective as of November 19, 2021.
The JPM Credit Facility Amendment amended the JPM Credit Facility to, among
other things, (x) increase the accordion feature, which allows the Company,
under certain circumstances, to increase the total size of the facility, to a
total facility size of $1.5 billion from $712.5 million, and (y) replace the
LIBOR benchmark and interest rate for loans denominated in Pounds Sterling and
Swiss Francs. Upon effectiveness of the JPM Credit Facility Amendment,
borrowings under the JPM Credit Facility remain subject to compliance with a
borrowing base test. In connection with the JPM Credit Facility Amendment,
interest under the JPM Credit Facility for loans denominated in Pounds Sterling
or Swiss Francs, (A) if the value of the gross borrowing base is equal to or
greater than 1.60 times the aggregate amount of certain outstanding indebtedness
of the Company, or the "Combined Debt Amount," is payable at a rate equal to one
month SONIA plus 1.7826% per annum or one month SARON plus 1.6929% per annum,
respectively and, (B) if the value of the gross borrowing base is less than 1.60
times the Combined Debt Amount, is payable at a rate equal to one month SONIA
plus 1.9076% per annum or one month SARON plus 1.8179% per annum, respectively.
On November 23, 2021, the Company entered into an agreement with First National
Bank of Pennsylvania, JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A., CIBC
Bank USA, and Sumitomo Mitsui Banking Corporation (the "Commitment Increase
Agreement"), pursuant to which, through the accordion feature in the JPM Credit
Facility, the aggregate commitments under the JPM Credit Facility increased from
$687.5 million to $1,037.5 million. The accordion feature in the JPM Credit
Facility allows the Company, under certain circumstances, to increase the total
size of the facility to a maximum of $1.5 billion.
The foregoing descriptions are only a summary of the material provisions of each
of the JPM Credit Facility Amendment and the Commitment Increase Agreement and
are qualified in their entirety by reference to copies of the JPM Credit
Facility Amendment and Commitment Increase Agreement, respectively, which are
filed as Exhibit 10.1 and Exhibit 10.2 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 above is incorporated by reference
into this Item 2.03.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
10.1 Amendment No. 1, dated as of November 19, 2021, to Senior Secured
Revolving Credit Agreement, dated as of February 11, 2021, by and
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
10.2 Commitment Increase Agreement, dated as of November 23, 2021, by
First National Bank of Pennsylvania, as Assuming Lender, JPMorgan
Chase Bank, N.A., MUFG Union Bank, N.A., CIBC Bank USA, and Sumitomo
Mitsui Banking Corporation, each as an Increasing 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 February 11, 2021, 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.
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