Golub Capital BDC Inks Material Agreement, New Financial Obligation

TL;DR

**Golub Capital BDC just took on new debt or a major financial commitment, watch for impact on future earnings.**

AI Summary

Golub Capital BDC, Inc. filed an 8-K on February 1, 2024, reporting an event on January 29, 2024, related to entering a material definitive agreement and creating a direct financial obligation. This filing indicates the company has taken on new debt or made a significant financial commitment. For investors, this matters because new obligations can impact the company's financial health, potentially affecting future earnings and dividend capacity, which could influence the stock's valuation.

Why It Matters

This filing signals that Golub Capital BDC has incurred new financial obligations, which could affect its liquidity, leverage, and ultimately, its ability to generate returns for shareholders.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation introduces new leverage, which can increase risk if not managed effectively, though the specific terms are not detailed in this summary filing.

Analyst Insight

A smart investor would monitor Golub Capital BDC's upcoming financial statements for details on the new agreement and obligation to assess its impact on the company's leverage and profitability.

Key Players & Entities

• GOLUB CAPITAL BDC, Inc. (company) — the registrant filing the 8-K
• January 29, 2024 (date) — date of the earliest event reported
• February 1, 2024 (date) — date the 8-K was filed
• 814-00794 (number) — Commission File Number
• 212-750-6060 (number) — Registrant's telephone number

Forward-Looking Statements

• Golub Capital BDC's next earnings report will likely include details on the new financial obligation. (Golub Capital BDC, Inc.) — high confidence, target: Q1 2024 Earnings Report
• The new financial obligation could lead to increased interest expenses for Golub Capital BDC. (Golub Capital BDC, Inc.) — medium confidence, target: Next 12 months

FAQ

Key Financial Figures

• $0.001 — ichregistered Common Stock, par value $0.001 per share GBDC The Nasdaq Global Se
• $600.0 million — onnection with the issuance and sale of $600.0 million aggregate principal amount of the Compa

Filing Documents

• tm244845d1_8k.htm (8-K) — 41KB
• tm244845d1_ex1-1.htm (EX-1.1) — 268KB
• tm244845d1_ex4-2.htm (EX-4.2) — 122KB
• tm244845d1_ex5-1.htm (EX-5.1) — 17KB
• tm244845d1_ex5-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-009451.txt ( ) — 728KB
• gbdc-20240129.xsd (EX-101.SCH) — 3KB
• gbdc-20240129_lab.xml (EX-101.LAB) — 33KB
• gbdc-20240129_pre.xml (EX-101.PRE) — 22KB
• tm244845d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 29, 2024, 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 Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of $600.0 million aggregate principal amount of the Company's 6.000% Notes due 2029 (the "Notes" and the issuance and sale of the Notes, the "Offering"). On February 1, 2024, the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee (the "Trustee"), entered into the Fifth Supplemental Indenture (the "Fifth Supplemental Indenture") to the Base Indenture, dated October 2, 2020, between the Company and the Trustee (the "Base Indenture" and together with the Fifth Supplemental Indenture, the "Indenture"). The Fifth Supplemental Indenture relates to the Company's issuance of the Notes. The Company expects to use the net proceeds from the Offering to repay outstanding indebtedness under the Company's senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the "JPM Credit Facility") and to pay off the Company's 3.375% notes due 2024 at, or, if the Company elects to exercise an optional redemption, prior to, their scheduled maturity on April 15, 2024. However, through re-borrowing under the JPM Credit Facility, the Company intends to invest in portfolio companies in accordance with its investment strategy and for general corporate purposes. The Notes mature on July 15, 2029, unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest at a rate of 6.000% per year payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2024. The Notes are the C

03. Creation

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits EXHIBIT NUMBER DESCRIPTION 1.1 Underwriting Agreement, dated January 29, 2024, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Exhibit A thereto 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 Fifth Supplemental Indenture, dated as of February 1, 2024, relating to the 6.000% Notes due 2029, by and between Golub Capital BDC, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee 4.3 Form of Global Note with respect to 6.000% Notes due 2029 (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) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Golub Capital BDC, Inc. Date: February 1, 2024 By: /s/ Christopher C. Ericson Christopher C. Ericson Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR