UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 8.01 Other Events.
On March 8, 2024, Golub Capital BDC, Inc. (the “Company”) caused notices to be issued to the holders of its 3.375% Notes due 2024 (CUSIP No. 38173M AA0) (the “Notes”) regarding the Company’s exercise of its option to redeem, in whole, the issued and outstanding Notes, pursuant to Section 11.04 of the indenture, dated as of October 2, 2020, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”), as trustee, and Section 1.01(h) of the First Supplemental Indenture, dated as of October 2, 2020, by and between the Company and the Trustee. The Company will redeem $500,000,000 in aggregate principal amount of the issued and outstanding Notes on April 8, 2024 (the “Redemption Date”). The Notes will be redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date. After giving effect to the full redemption of the Notes as described above, the Company projects its debt-to-equity ratio will be less than 1.15x. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Notice of Redemption of 3.375% Notes due 2024 | |
| 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: March 8, 2024 | By: | /s/ Christopher C. Ericson |
| Christopher C. Ericson | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 99.1
NOTICE OF REDEMPTION TO
THE HOLDERS OF THE
3.375% Notes due 2024
of Golub Capital BDC, Inc.
(CUSIP No. 38173M AA0)*
Redemption Date: April 8, 2024
NOTICE IS HEREBY GIVEN, pursuant to Section 11.04 of the Indenture dated as of October 2, 2020 (the “Base Indenture”), between Golub Capital BDC, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee), and Section 1.01(h) of the First Supplemental Indenture, dated as of October 2, 2020 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in whole, the 3.375% Notes due 2024 (the “Notes”). The Company will redeem $500,000,000 in aggregate principal amount of the issued and outstanding Notes on April 8, 2024 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $500,000,000 aggregate principal amount of the Notes being redeemed, plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date. The Company has determined that the aggregate accrued interest on the Notes being redeemed that is payable on the Redemption Date will be approximately $8,109,375.00.
On the Redemption Date, the Redemption Payment will become due and payable to the holders of the Notes (the “Holders”). Interest on the $500,000,000 in aggregate principal amount of the issued and outstanding Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to the Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.
Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:
| If by Mail, Hand or Overnight Mail: | |
| U.S. Bank | |
| Corporate Trust Services | |
| 111 Fillmore Avenue E. | |
| St. Paul, MN 55107 |
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.
NOTICE
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to backup withhold on any gross payment to a Holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, a Holder will need to complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption and otherwise comply with the applicable requirements of the backup withholding rules. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
| Golub Capital BDC, Inc. | |
| Dated: March 8, 2024 | By: U.S. Bank Trust Company, National Association, as Trustee and Paying Agent |
Cover |
Mar. 08, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 08, 2024 |
| Entity File Number | 814-00794 |
| Entity Registrant Name | GOLUB CAPITAL BDC, INC. |
| Entity Central Index Key | 0001476765 |
| Entity Tax Identification Number | 27-2326940 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 200 Park Avenue |
| Entity Address, Address Line Two | 25th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10166 |
| City Area Code | 212 |
| Local Phone Number | 750-6060 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | GBDC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |