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): July 30, 2015
GOLUB
CAPITAL BDC, INC.
(Exact name of Registrant as Specified
in Its Charter)
DELAWARE |
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814-00794 |
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27-2326940 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(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) |
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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)) |
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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 July 30, 2015, Golub Capital BDC Funding LLC (“Funding”),
a wholly-owned subsidiary of Golub Capital BDC, Inc. (the “Company”), entered into an amendment (the “Credit
Facility Amendment”) to the documents governing Funding’s senior secured revolving credit facility (as amended, the
“Credit Facility”) with the Company, as the transferor and servicer, certain institutional lenders, Wells Fargo
Bank, N.A., as the swingline lender, collateral agent, account bank and collateral custodian, and Wells Fargo Securities,
LLC, as administrative agent. The Credit Facility Amendment is effective as of July 30, 2015.
The Credit Facility Amendment, among other things, (a) increased
the size of the Credit Facility from $150 million to $200 million, (b) extended the expiration of the reinvestment period from
November 22, 2015 to July 29, 2017, during which period Funding, subject to certain conditions, may make borrowings under the Credit
Facility and (c) extended the stated maturity date from October 17, 2019 to July 30, 2020.
As previously disclosed, the Credit Facility is secured by all
of the assets held by Funding, and the Company has pledged its interests in Funding as collateral to Wells Fargo Bank,
N.A., as the collateral agent, to secure the obligations of the Company as the transferor and servicer under the Credit Facility.
Borrowing under the Credit Facility remains 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 Credit Facility Amendment and is qualified in its entirety by reference to a copy of the Credit Facility 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 First Amendment to Amended and Restated Loan and Servicing
Agreement, dated as of July 30, 2015, by and among Golub Capital BDC Funding LLC, as the borrower; Golub Capital BDC, Inc., as
the transferor and servicer; certain institutional lenders identified on the signature pages thereto; Wells Fargo Bank, N.A., as
the swingline lender, Wells Fargo Bank, N.A., as the collateral agent, account bank and collateral custodian, and Wells Fargo
Securities, LLC, as the administrative agent (amending the Amended and Restated Loan and Servicing Agreement, dated as of December
18, 2014).
99.1 Press Release of Golub BDC, Inc. dated August 4, 2015
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.
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GOLUB CAPITAL BDC, INC. |
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Date: August 4, 2015 |
By: |
/s/
Ross A. Teune |
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Name: |
Ross A. Teune |
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Title: |
Chief Financial Officer |
Exhibit 10.1
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT
(Golub Capital BDC Funding LLC)
THIS FIRST AMENDMENT
TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT, dated as of July 30, 2015 (this “Amendment”), is entered
into by and among GOLUB CAPITAL BDC Funding LLC, as the Borrower (the “Borrower”),
GOLUB CAPITAL BDC, INC., as the Transferor and the Servicer, the Institutional Lenders identified on the signature pages hereto,
WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral
Custodian, and WELLS FARGO SECURITIES, LLC, as the Administrative Agent (in such capacity, the “Administrative Agent”).
R E C I T A L S
WHEREAS, the above-named
parties have entered into that certain Amended and Restated Loan and Servicing Agreement, dated as of December 18, 2014 (as amended,
supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the Transferor,
the Servicer, each of the Conduit Lenders and Institutional Lenders from time to time party thereto, each of the Lender Agents
from time to time party thereto, the Swingline Lender, and the Collateral Agent, the Account Bank and the Collateral Custodian;
WHEREAS, pursuant to
and in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement 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 undersigned, intending to be legally bound, hereby agree as follows:
SECTION
1. Definitions.
Each capitalized term
used but not defined herein has the meaning ascribed thereto in the Agreement.
SECTION
2. Amendment.
2.1 The definition of “Adjusted
Borrowing Value” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Adjusted Borrowing Value”
means for any Eligible Loan Asset, for any date of determination, an amount equal to the lowest of: (i) the Outstanding Balance
of such Eligible Loan Asset at such time, (ii) the Advance Date Assigned Value of such Eligible Loan Asset multiplied by the Outstanding
Balance of such Eligible Loan Asset at such time and (iii) the Assigned Value of such Eligible Loan Asset at such time multiplied
by the Outstanding Balance of such Eligible Loan Asset at such time; provided that the parties hereby agree that the Adjusted
Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero. Amounts in excess of (a) $17,500,000
in the aggregate with respect to each of any two (2) Obligors (including any Affiliate thereof), (b) $14,000,000 in the aggregate
with respect to each of any two (2) additional Obligors (including any Affiliate thereof) and (c) $11,000,000 in the aggregate
for each Obligor in all other instances shall not be included in the Adjusted Borrowing Value of the applicable Eligible Loan Assets.
2.2 The definition of “LIBOR”
in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“LIBOR” means, for
any day during the Remittance Period, with respect to any Advance (or portion thereof) (a) the rate per annum appearing on Thomson
Reuters Screen LIBOR01 Page (or any successor or substitute page) as the London interbank offered rate for deposits in dollars
at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately preceding
Business Day, for a one-month maturity; and (b) if no rate specified in clause (a) of this definition so appears on Thomson
Reuters Screen LIBOR01 Page (or any successor or substitute page), the interest rate per annum at which dollar deposits of $5,000,000
and for a one-month maturity are offered by the principal London office of Wells Fargo in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, for such day; provided further, that if LIBOR is less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.
2.3 The definition of “Make-Whole
Premium” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Make-Whole Premium”
means, in the event that this Agreement is terminated pursuant to Section 2.18(b) prior to the second anniversary of the
First Amendment Date, an amount, payable pro rata to each Lender Agent (for the account of the applicable Lenders), equal
to 2.00% of the Maximum Facility Amount; provided that the Make-Whole Premium shall be calculated without giving effect
to the proviso in the definition of “Maximum Facility Amount”.
2.4 The definition of “Maximum
Facility Amount” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Maximum Facility Amount”
means the aggregate Commitments as then in effect, which amount shall not exceed $200,000,000; provided that at all times
after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.
2.5 The definition of “Minimum
Equity Amount” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Minimum Equity Amount”
means, as of any date of determination, an amount equal to the greater of (a) $42,000,000 and (b) the sum of the Adjusted Borrowing
Value of all Eligible Loan Assets of the three largest Obligors included in the Collateral Portfolio.
2.6 The definition of “Prime Rate”
in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Prime Rate” means
the rate publicly announced by the Administrative Agent from time to time as its prime rate in the United States, such rate to
change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by the
Administrative Agent or any other specified financial institution in connection with extensions of credit to debtors; provided
that if the Prime Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
2.7 The definition of “Reinvestment
Period” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Reinvestment Period”
shall mean the period commencing on the Original Closing Date and ending on the day preceding the earliest of (i) July 30, 2017
(or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent and the Lenders pursuant
to Section 2.19(b)), (ii) the occurrence of an Event of Default and (iii) the date of any voluntary termination by the Borrower
pursuant to Section 2.18(b).”
2.8 The definition of “Stated Maturity
Date” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
“Stated Maturity Date”
means July 30, 2020 or such later date as is agreed to in writing by the Borrower, the Servicer, the Administrative Agent
and the Lenders pursuant to Section 2.19(a).
2.9 The following new definition is added
to Section 1.01 of the Agreement as alphabetically appropriate as follows:
“First Amendment Date”
means July 30, 2015.
“Term Securitization”
means any private or public term securitization transaction (a) undertaken by the Servicer, the Borrower or an Affiliate of the
Servicer or the Borrower that is secured, directly or indirectly, by any Loan Asset currently or formerly included in the Collateral
or any portion thereof or any interest therein, including, without limitation, any collateralized loan or collateralized debt offering
or other asset securitization and (b) in which the Borrower, the Servicer or an Affiliate of the Borrower or the Servicer has agreed
to purchase 100% of the equity in such term securitization transaction. For the avoidance of doubt, notwithstanding any agreement
by the Borrower, the Servicer or an Affiliate of the Borrower or the Servicer to purchase 100% of the equity in such term securitization
transaction, any such party agreeing to so purchase may designate other Persons as purchasers of such equity provided such party
or parties remain primarily liable therefor if such designees fail to purchase in connection with the closing date of such term
securitization and/or, after the closing of such term securitization, may transfer equity it purchases at the closing thereof.
2.10 Article I of the Agreement shall
be amended by adding the following new Section 1.05 as numerically appropriate as follows:
Section 1.05 Nature of Obligations.
The parties hereto intend the Borrower’s Obligations hereunder (as evidenced by the Variable Funding Notes) to be a “loan”
and not a “security” for purposes of Section 8-102(15) of the UCC.
2.11 The last sentence of Section 2.09
of the Agreement is amended in its entirety to read as follows:
The Non-Usage Fee Rate (the “Non-Usage
Fee Rate”) shall be equal to: (a) for the period from (and including) the Amended and Restated Closing Date through (and
excluding) the First Amendment Date, (i) 0.50% on the Unused Portion up to or equal to the first $60,000,000 of such Unused Portion
and (ii) 2.00% on any Unused Portion in excess of the first $60,000,000, (b) for the period from (and including) the First Amendment
Date through (and excluding) the three (3) month anniversary thereof, (i) 0.50% on the Unused Portion up to or equal to the first
$110,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $110,000,000 and (c) thereafter,
(i) 0.50% on any Unused Portion up to or equal to the first $80,000,000 and (ii) 2.00% on any Unused Portion in excess of the first
$80,000,000; provided that, for the first six (6) months following a Term Securitization, where Wells Fargo Securities,
LLC serves as the lead or joint lead bookrunner, the Non-Usage Fee shall be calculated at a rate of 0.50% on any Unused Portion
and thereafter, as calculated in clauses (a) and (b) above, as applicable.
2.12 Clause (d) of Section 2.22 of the
Agreement shall be amended and restated in its entirety as follows:
Notwithstanding anything contained
in this Agreement to the contrary, the Swingline Lender shall not be obligated to make any Swingline Advance at a time when any
other Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements (which may include the delivery
of cash collateral) with the Borrower or such Defaulting Lender which are satisfactory to the Swingline Lender to eliminate the
Swingline Lender’s Fronting Exposure (without giving effect to Section 2.23(a)(iii)) with respect to any such Defaulting
Lender.
2.13 The cover of the Agreement shall
be amended by deleting the figure “$150,000,000” and inserting in lieu thereof “$200,000,000”.
2.14 Annex A of the Agreement shall be
amended and restated in its entirety as follows:
Conduit Lender |
Commitment |
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Institutional Lender |
Commitment |
Wells Fargo Bank, N.A. |
$170,000,000 |
Raymond James Bank, N.A. |
$30,000,000 |
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Total: |
$200,000,000 |
SECTION
3. Agreement in Full Force and
Effect as Amended.
Except as specifically
amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly
or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute
a novation of the Agreement.
SECTION
4. Representations and Warranties.
The Borrower hereby
represents and warrants as of the date of this Amendment as follows:
(a)
this Amendment has been duly executed and delivered by it;
(b) 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; and
(c) there is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result
from entering into this Amendment.
SECTION
5. Conditions to Effectiveness.
The effectiveness of
this Amendment is subject to receipt by the Administrative Agent of (a) executed counterparts (or other evidence of execution,
including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letters related thereto,
(b) the fees payable on the date hereof as specified in the fee letters, (c) a replacement Variable Funding Note in favor of Wells
Fargo Bank, N.A., with a maximum notional amount of $170,000,000 in exchange for the existing $150,000,000 Variable Funding Note
in favor of Wells Fargo N.A. and (d) an opinion of counsel to the Borrower in form and substance acceptable to the Administrative
Agent.
SECTION
6. 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 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.
[Remainder of Page Intentionally Left
Blank]
IN WITNESS WHEREOF,
the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date
first written above.
BORROWER: |
GOLUB CAPITAL BDC FUNDING LLC |
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By: Golub Capital BDC, Inc.,
its designated manager
By: /s/ Ross Teune
Name: Ross Teune
Title:
Chief Financial Officer |
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THE TRANSFEROR AND SERVICER: |
GOLUB CAPITAL BDC, INC. |
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By: /s/ Ross Teune
Name: Ross Teune
Title: Chief Financial
Officer |
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THE COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN: |
WELLS FARGO BANK, N.A. |
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By: /s/ Philip Dean
Name: Philip Dean
Title: Vice President |
[Signatures Continue on the Following
Page]
| S-1 | First Amendment to Amended and Restated LSA |
ADMINISTRATIVE AGENT: |
WELLS FARGO SECURITIES, LLC |
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By: /s/ Matt Jensen
Name: Matt Jensen
Title: Director |
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INSTITUTIONAL LENDER AND SWINGLINE LENDER: |
WELLS FARGO BANK, N.A. |
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By: /s/ Kevin Sunday
Name: Kevin Sunday
Title: Managing Director |
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INSTITUTIONAL LENDER: |
RAYMOND JAMES BANK, N.A. |
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By: /s/ Scott G. Axelrod
Name: Scott G. Axelrod
Title: Senior Vice President |
| S-2 | First Amendment to Amended and Restated LSA |
Exhibit 99.1
GOLUB CAPITAL BDC, INC. INCREASES SIZE
OF CREDIT FACILITY
CHICAGO, IL, August 4, 2015 – Golub Capital BDC,
Inc. (the “Company”) (NASDAQ: GBDC), a business development company, today announced that its wholly owned subsidiary,
Golub Capital BDC Funding LLC (“Funding”), increased the size of its credit facility from $150 million to $200 million.
In addition, the facility’s reinvestment period was extended from November 22, 2015 to July 29, 2017 and its final maturity
date was extended from October 17, 2019 to July 30, 2020. The facility continues to be secured by all of the assets held by Funding
and has a stated interest rate of one-month LIBOR (with no floor) plus 2.25% through the reinvestment period.
ABOUT GOLUB CAPITAL BDC, INC.
Golub Capital BDC, Inc. (“Golub
Capital BDC”) is an externally-managed, non-diversified closed-end management investment company that has elected to be treated
as a business development company under the Investment Company Act of 1940. Golub Capital BDC invests primarily in senior secured,
one stop, second lien and subordinated loans of middle-market companies that are often sponsored by private equity investors. Golub
Capital BDC’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital
group of companies (“Golub Capital”).
ABOUT GOLUB CAPITAL
Golub Capital is a nationally recognized credit asset manager
with over $15 billion of capital under management. The firm has an award-winning middle market lending business. Golub Capital
has four highly complementary business lines led by experienced teams of credit professionals: Middle Market Lending, Late Stage
Lending, Broadly Syndicated Loans and Opportunistic Credit. Golub Capital’s lending offices are located in Chicago, New York
and San Francisco. For more information, please visit the firm’s website atwww.golubcapital.com.
FORWARD-LOOKING STATEMENTS
This press release may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts
included in this press release may constitute forward-looking statements and are not guarantees of future performance or results
and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking
statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange
Commission. Golub Capital BDC, Inc. undertakes no duty to update any forward-looking statement made herein. All forward-looking
statements speak only as of the date of this press release.
Contact:
Ross Teune
312-284-0111
rteune@golubcapital.com
Source: Golub Capital BDC, Inc.
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