UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2023, Golub Capital BDC, Inc. (“GBDC”) entered into an equity distribution agreement (the “Equity Distribution Agreement”), by and among GBDC, GC Advisors LLC, Golub Capital LLC, Keefe, Bruyette & Woods, Inc. and Regions Securities LLC (the “Placement Agents”) in connection with the sale by GBDC of shares of its common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by GBDC (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by GBDC from time to time, including, among others, market conditions and the market price of GBDC’s common stock.
Any Shares offered and sold pursuant to the Equity Distribution Agreement will be sold pursuant to a prospectus supplement dated October 6, 2023 (the “Prospectus Supplement”) together with the base prospectus included in GBDC’s registration statement on Form N-2 (File No. 333-265509), which was filed by GBDC on June 9, 2022 and was automatically effective upon filing.
The Equity Distribution Agreement provides that GBDC may offer and sell the Shares from time to time through the Placement Agents, or to them. Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Select Market or any similar securities exchange or sales made to or through a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the terms of the Equity Distribution Agreement, the Placement Agents will receive a commission from GBDC of up to 1.50% of the gross sales price of any Shares sold through the Placement Agents under the Equity Distribution Agreement. The Equity Distribution Agreement contains customary representations, warranties and agreements of GBDC, indemnification rights and other obligations of the parties and termination provisions.
The foregoing description is only a summary of the material provisions of the Equity Distribution Agreement and is qualified in its entirety by reference to a copy of the Equity Distribution Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
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.
On October 6, 2023, Dechert LLP delivered its legality opinion with respect to the Shares to be sold pursuant to the Prospectus Supplement, which is attached hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Equity Distribution Agreement, dated October 6, 2023, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, Keefe, Bruyette & Woods, Inc. and Regions Securities LLC | |
| 5.1 | Opinion of Dechert LLP, dated October 6, 2023 | |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Golub Capital BDC, Inc. | ||
| Date: October 10, 2023 | By: | /s/ Christopher C. Ericson |
| Name: Christopher C. Ericson | ||
| Title: Chief Financial Officer | ||