GBDC Golub Capital BDC Inc

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): November 24, 2014

 

 

GOLUB CAPITAL BDC, INC.

(Exact name of Registrant as Specified in Its Charter)

 

DELAWARE		814-00794				27-2326940
(State or Other Jurisdiction of Incorporation)		(Commission File Number)				(IRS Employer Identification No.)

 

 

150 South Wacker Drive, Suite 800, Chicago, IL 60606

(Address of Principal Executive Offices)                       (Zip Code)

 

Registrant’s telephone number, including area code: (312) 205-5050

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 1.01           Entry into a Material Definitive Agreement.

 

On November 24, 2014, Golub Capital BDC Revolver Funding LLC (“Revolver Funding”), a wholly owned subsidiary of Golub Capital BDC, Inc. (the “Company”), entered into an amendment (the “Revolver Amendment”) to the documents governing Revolver Funding’s senior secured revolving credit facility (the “Revolver”) with The PrivateBank and Trust Company (“PrivateBank”), as lender and administrative agent. The Revolver Amendment is effective as of November 24, 2014.

 

The Revolver Amendment, among other things, (a) extended the stated maturity date from November 22, 2019 to November 22, 2020 and (b) extended the term during which borrowings under the Revolver will bear interest, at the election of Revolver Funding, at either the one-, two- or three month London Interbank Offered Rate ("LIBOR") plus 3.50% per annum or PrivateBank’s prime rate plus 1.50% per annum through November 22, 2015, with borrowings bearing interest, at the election of Revolver Funding, at either one-, two- or three month LIBOR plus 2.50% per annum or the PrivateBank’s prime rate plus 0.50% per annum for the period subsequent to November 22, 2015.

 

As previously disclosed, the Revolver is secured by all of the assets held by Revolver Funding. Both the Company and Revolver Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Revolver is subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

 

The description above is only a summary of the material provisions of the Revolver Amendment and is qualified in its entirety by reference to a copy of the Revolver Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.

 

Item 9.01.           Financial Statements and Exhibits.

 

(d)         Exhibits.

 

10.1      Amendment No. 1 to Credit Agreement, dated as of November 24, 2014, by and among Golub Capital BDC Revolver Funding LLC, as the borrower; Golub Capital BDC, Inc., as servicer; and The PrivateBank and Trust Company as lender and administrative agent (amending the Credit Agreement, dated as of November 22, 2013).

 

 

SIGNATURES

 

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: November 26, 2014	By:	/s/ Ross A. Teune
	Name:	Ross A. Teune
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO CREDIT AGREEMENT

 

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 24, 2014 (this “Amendment”) is entered into by and among Golub Capital BDC Revolver Funding LLC, a Delaware limited liability company (the “Borrower”), Golub Capital BDC, Inc., a Delaware corporation (the “Servicer”), the Lenders party hereto (the “Lenders”) and The PrivateBank and Trust Company, an Illinois banking association, as the administrative agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

 

R E C I T A L S

 

WHEREAS, the Borrower, the Servicer, the Lenders and the Administrative Agent entered into that certain Credit Agreement, dated as of November 22, 2013, as amended (such agreement as amended, modified, supplemented, waived or restated from time to time, the “Credit Agreement”); and

 

WHEREAS, the parties hereto desire to amend the Credit Agreement pursuant to Section 11.1 thereof in certain respects as provided herein.

 

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

SECTION 1.    Amendments to Credit Agreement.

 

(a)             Section 1.1(a) of the Credit Agreement is hereby amended by deleting the word “and” at the conclusion of clause (a) of the defined term “Concentration Limits,” replacing the “.” at the conclusion of clause (b) of the defined term “Concentration Limits” with “; and” and adding a new clause (c) of the defined term “Concentration Limits” as follows:

 

(c)        the sum of the Outstanding Loan Balances of Eligible Loans that are One Stop Loans (i) to a single Obligor (including any Affiliates thereof) shall not exceed $1,875,000 and (ii) in the aggregate, shall note exceed $10,000,000 (provided, that in no event shall the sum of the outstanding amount of One Stop Loans under this clause (c) plus the outstanding amount of “One Stop Loans” under clause (f) of the defined term “Concentration Limits” in Section 1.1(a) of that certain Credit Agreement dated as of August 18, 2008 by and among Golub Capital Incorporated, Golub Capital Partners VI, L.P., Golub Capital Revolver Funding LLC, each of the lenders from time to time party thereto and the Administrative Agent, exceed $10,000,000 ).

 

(b)            Section 1.1(a) of the Credit Agreement is hereby amended by deleting clause (e) of the defined term “Eligible Loan” and replacing it with the following:

 

 

(e)          (1) with respect to any Non-Asset Based Loan that is not a Pari Passu Loan, such Loan has (a) a Total Leverage Ratio less than 4.0 and (b) a Loan Leverage Ratio less than 1.25, (2) with respect to any Pari Passu Loan, such Loan has (a) a Total Leverage Ratio less than or equal to 5.25 and (b) a Pari Passu Loan Leverage Ratio less than or equal to 4.00 and (3) with respect to any One Stop Loan, such Loan has a Total Leverage Ratio less than or equal to 5.25;

 

(c)            Section 1.1(a) of the Credit Agreement is hereby amended by deleting the defined term “Facility Termination Date” and replacing it with the following:

 

“Facility Termination Date”: November 22, 2020, or such later date which is (x) five years following any Anniversary Date with respect to which a Non-Renewal Notice is delivered pursuant to Section 2.1(c) or (y) six years following any Anniversary Date with respect to which a Non-Renewal Notice is not delivered pursuant to Section 2.1(c).

 

(d)           Section 1.1(a) of the Credit Agreement is hereby amended by deleting the defined term “Interest Rate” and replacing it with the following:

 

“Interest Rate”: For the applicable period and for each Advance outstanding for each day during such period, a per annum interest rate equal to (a) at all times during the period from the date hereof to November 22, 2015, (i) the LIBOR Rate plus 3.50% or (ii) the Prime Rate plus 1.50% and (b) at all other times, (i) the LIBOR Rate plus 2.50% or (ii) the Prime Rate plus 0.50%.

 

(e)          Section 1.1(a) of the Credit Agreement is hereby amended by adding the following definition:

 

“One Stop Loan”: Any Loan that is a “unitranche” Loan which constitutes the Obligor’s total debt financing.

 

SECTION 2.    Agreement in Full Force and Effect as Amended.

 

Except as specifically amended hereby, all provisions of the Credit Agreement shall remain in full force and effect. After this Amendment becomes effective, all references to the Credit Agreement, the “Credit Agreement,” “hereof,” “herein,” or words of similar effect referring to the Credit Agreement shall be deemed to mean the Credit Agreement as amended hereby. This Amendment shall not constitute a novation of the Credit Agreement, but shall constitute an amendment thereof. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Credit Agreement other than as expressly set forth herein.

 

 

SECTION 3.    Representations.

 

Each of the Borrower and the Servicer represents and warrants as of the date of this Amendment as follows:

 

(i)                 it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization;

 

(ii)               the execution, delivery and performance by it of this Amendment are within its powers, have been duly authorized, and do not contravene (A) its charter, by- laws, or other organizational documents, or (B) any Applicable Law;

 

(iii)              no consent, license, permit, approval or authorization of, or registration, filing or declaration with any governmental authority, is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment by or against it;

 

(iv)              this Amendment has been duly executed and delivered by it; and

 

(v)               this Amendment constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

 

SECTION 4.    Conditions to Effectiveness.

 

This Amendment is conditioned upon and shall not be effective unless this Amendment has been duly executed by, and delivered to, the parties hereto.

 

SECTION 5.    Miscellaneous.

 

(a)                This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

 

(b)               The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

 

(c)                This Amendment may not be amended or otherwise modified except as provided in the Credit Agreement.

 

(d)               The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

 

(e)                Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

 

(f)                This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

 

 

(g)               THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

(h)                The Borrower shall bear the costs associated with the documentation of this Amendment.

 

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

 

GOLUB CAPITAL BDC REVOLVER

FUNDING LLC, as Borrower

 

 

By: /s/ David B. Golub____________________
Name: David B. Golub
Title: Chief Executive Officer

 

 

 

 

GOLUB CAPITAL BDC, INC.,
as Servicer

 

 

By: /s/ David B. Golub____________________
Name: David B. Golub
Title: Chief Executive Officer

 

 

[Signatures Continued on the Following Page]

 

 

THE PRIVATEBANK AND TRUST

COMPANY, as Administrative Agent and

Lender

 

 

By: /s/ Allison N. Reinke__________________
Name: Allison N. Reinke
Title: Associate Managing Director