Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2021, Golub Capital BDC, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") by and among the Company,
GC Advisors LLC, Golub Capital LLC, and SMBC Nikko Securities America, Inc. and
J.P. Morgan Securities LLC, as representatives of the several underwriters, in
connection with the issuance and sale of $350.0 million aggregate principal
amount of the Company's 2.050% Notes due 2027 (the "Offering"). The closing of
the Offering is expected to occur on August 3, 2021, subject to customary
closing conditions.
The Offering was made pursuant to the Company's effective shelf registration
statement on Form N-2 (File No. 333-232387) previously filed with the Securities
and Exchange Commission, as supplemented by a preliminary prospectus supplement
dated July 27, 2021 and a final prospectus supplement dated July 27, 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 description above is only a summary of the material provisions of the
Underwriting Agreement and is qualified in its entirety by reference to a copy
of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
1.1 Underwriting Agreement, dated July 27, 2021, by and among Golub
Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, and SMBC Nikko
Securities America, Inc. and J.P. Morgan Securities LLC, as
representatives of the underwriters named in Exhibit A thereto.
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