Filed pursuant to
Rule 497(a)
Registration No.
333-232387
Rule 482ad
GOLUB CAPITAL
BDC, INC.
ANNOUNCES TRANSFERABLE RIGHTS OFFERING
New York, NY, April 1,
2020—Golub Capital BDC, Inc. (NASDAQ: GBDC) (“we,” “us,” “our,” “GBDC” or the
“Company”) announced today that its Board of Directors has approved the terms of a transferable rights offering
to purchase shares of its common stock. Wells Fargo Securities, LLC will act as the Dealer Manager for the offering.
David B. Golub, Chief Executive Officer
of GBDC, described the Company’s strategic rationale for the rights offering in a letter to shareholders issued concurrently
with this press release:
“GBDC is undertaking this rights
offering in order to raise capital that will both fortify GBDC’s balance sheet now and create opportunities in the future.
Fortifying GBDC’s balance sheet is important so that we can navigate through the uncharted waters of a COVID-19 world. Creating
opportunities in the future is important so that when this period ends, GBDC is well positioned to play offense on new transactions
that we believe are likely to be particularly attractive. We believe recent market events will likely create a sustained lender
friendly environment, much like we saw after the last recession.”
The Company will issue to stockholders
of record as of 5:00 p.m., New York City time, on April 8, 2020 transferable rights to subscribe for an aggregate of up to 33,451,902
shares of the Company’s common stock. Each record date stockholder will be issued one transferable right for every four shares
of the Company’s common stock owned on the record date. The rights entitle each holder to acquire at the subscription price
one share of our common stock for every right held (the “Primary Subscription”). An application has been submitted
for the rights to be listed for trading on the Nasdaq Global Select Market under the symbol “GBDCR” with trading anticipated
to begin on or around April 9, 2020. Rights may be exercised at any time during the subscription period, which commences on April
9, 2020, and ends at 5:00 p.m., New York City time, on May 6, 2020, the expiration date, unless the subscription period is extended
by the Company (the “Expiration Date”). Record date stockholders who fully exercise all rights issued to them are entitled
to subscribe for additional shares of the Company’s common stock that were not subscribed for by other holders (in the Primary
Subscription, on the terms and subject to the conditions set forth in the prospectus for the offering, including as to pro-ration.
In addition, any rights holders who were not record date stockholders who exercise rights are entitled to subscribe for such additional
shares that are not otherwise subscribed for by record date stockholders pursuant to their over-subscription privilege, on the
terms and subject to the conditions set forth in the prospectus for the offering, including as to pro-ration. These over-subscription
privileges are referred to as the “Over-Subscription Privilege”).
Certain affiliates of Golub Capital
LLC, an affiliate of our investment adviser, GC Advisors LLC (collectively, “Golub Capital”), have indicated that they
intend to over-subscribe and to make a total investment of up to $125 million in shares of our common stock pursuant to exercise
of the primary subscription and/or the Over Subscription Privilege. Any over-subscription by affiliates of Golub Capital will be
effected only after the pro rata allocation of shares pursuant to the Over-Subscription Privilege to (1) record date stockholders
of the Company (other than affiliates of Golub Capital) who fully exercise all rights issued to them and (2) any rights holder
who was not a record date stockholder of the Company (other than an affiliate of Golub Capital) who exercises rights.
The subscription price for the shares
to be issued pursuant to the rights will be 92.5% of the volume-weighted average of the sales prices of the Company’s shares
of common stock on the Nasdaq Global Select Market for the five consecutive trading days ending on the Expiration Date. Because
the subscription price will be determined on the Expiration Date, rights holders will generally not know the subscription price
at the time of exercise and will be required initially to pay for both the shares subscribed for pursuant to their Primary Subscription
rights and, if eligible, any additional shares subscribed for pursuant to the Over-Subscription Privilege at the estimated subscription
price disclosed in the prospectus for this offering (and may be required to pay an additional amount or receive a partial refund,
depending on the final subscription price). The Company has the ability to terminate the rights offering at any time prior to delivery
of the rights and the shares of our common stock offered thereby. If this rights offering is terminated, all rights will expire
without value, and no amounts paid to acquire rights on the Nasdaq Global Select Market or otherwise would be returned.
|
IMPORTANT DATES*
|
|
|
|
Record Date
|
|
April 8, 2020
|
|
Subscription Period
|
|
from April 9 to May 6, 2020
|
|
Rights expected to begin trading on NASDAQ
|
|
April 9, 2020
|
|
Last day it is expected that rights can be traded
|
|
May 5, 2020
|
|
Expiration Date
|
|
May 6, 2020 at 5:00 p.m. New York City Time
|
|
Deadline for Delivery of Subscription Certificates and Payment for Shares
|
|
May 6, 2020 at 5:00 p.m. New York City Time
|
|
Deadline for Delivery of Notice of Guaranteed Delivery
|
|
May 6, 2020 at 5:00 p.m. New York City Time
|
|
Confirmations Mailed to Participants
|
|
May 15, 2020
|
|
Final Payment for Over-subscription Shares
|
|
June 1, 2020
|
* All end dates subject to extension
if the Company extends the Expiration Date.
The Company intends to use the net
proceeds from the sale of shares of its common stock pursuant to the exercise of rights issued in this offering primarily (i) to
initially repay outstanding indebtedness and otherwise support its financing subsidiaries, (ii) to make additional investments
to support its existing portfolio companies, (iii) to position its balance sheet in order to be in position to fund new investments
in accordance with its investment objectives and strategies and (iv) for general corporate purposes.
Investors are advised to carefully
consider the investment objectives, risks and charges and expenses of Golub Capital BDC, Inc. before investing. The prospectus
contains this and other information about Golub Capital BDC, Inc. The prospectus should be read carefully before investing. A copy
of the final prospectus for the offering may be obtained from Broadridge Corporate Issuer Solutions, Inc., the Information Agent,
by calling (toll-free) at (888) 789-8409, by e-mail at shareholder@broadridge.com or by mail at Broadridge Corporate Issuer Solutions,
Inc., Attention: BCIS Re-Organization Dept., P.O. Box 1317 Brentwood, New York 11717-0693.
This press release does not constitute
an offer to sell or the solicitation of an offer to buy nor will there be any sale of the shares referred to in this press release
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of such state or jurisdiction.
ABOUT GOLUB CAPITAL BDC, INC.
Golub Capital BDC, Inc. 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 Inc. invests primarily in one-stop and other senior secured loans of U.S.
middle-market companies that are often sponsored by private equity investors. Golub Capital BDC, Inc.’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 market-leading,
award-winning direct lender and credit asset manager, with over $30 billion of capital under management. Golub Capital specializes
in delivering reliable, creative and compelling financing solutions to middle market companies backed by private equity sponsors.
The firm’s credit expertise also forms the foundation of its Late Stage Lending business and its Broadly Syndicated Loan
investment program. Across its activities, Golub Capital nurtures long-term, win-win partnerships that inspire repeat business
from its private equity sponsor clients and investors. Founded over 25 years ago, Golub Capital today has over 500 employees and
lending offices in Chicago, New York, San Francisco and London.
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
Golub Capital BDC (NASDAQ:GBDC)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Golub Capital BDC (NASDAQ:GBDC)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024