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 March 28, 2024 (the “Effective Date”), GBDC 4 Funding II LLC ( “GBDC 4 Funding”), a direct wholly-owned subsidiary of Golub Capital BDC 4, Inc. (the “Company”), entered into a loan financing and servicing agreement (the “DB Credit Facility”), with the Company, as equityholder and as servicer, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents party thereto, each of the entities from time to time party thereto as securitization subsidiaries and Deutsche Bank National Trust Company, as collateral agent and as collateral custodian.
Under the DB Credit Facility, the lenders have agreed to extend credit to GBDC 4 Funding in an aggregate principal amount of up to $250.0 million as of the Effective Date. The period during which GBDC 4 Funding may request drawdowns under the DB Credit Facility (the “Revolving Period”) commenced on the Effective Date and will continue through March 28, 2027, unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) three (3) years from the last day of the Revolving Period, (ii) the date on which the Company ceases to exist or (iii) the occurrence of an event of default.
During the Revolving Period, borrowings under the DB Credit Facility will bear interest at the applicable base rate plus 2.35% per annum during the Revolving Period, and 2.85% per annum after the Revolving Period. The base rate under the DB Credit Facility is (i) the 3-month term CORRA plus an adjustment for a period of three (3) months equal to 0.32138% with respect to any advances denominated in Canadian dollars, (ii) the 3-month Euro Interbank Offered Rate with respect to any advances denominated in euros, (iii) the 3-month Bank Bill Swap Rate with respect to any advances denominated in Australian dollars, (iv) the daily simple Sterling Overnight Index Average with respect to any other advances denominated in U.K. pound sterling plus an adjustment for a period of three (3) months equal to 0.1193%, (v) daily simple Swiss Average Rate Overnight with respect to any advances denominated in Swiss francs, (vi) 3-month Copenhagen Interbank Offered Rate with respect to any advances denominated in Danish krones, (vii) 3-month Bank Bill Benchmark Rate with respect to any advances denominated in New Zealand dollars, (viii) 3-month Norwegian Krone Interbank Offered Rate with respect to any advances denominated in Norwegian krona, (ix) 3-month Stockholm Interbank Offered Rate with respect to any advances denominated in Swedish krona, and (x) the three-month term SOFR with respect to any other advances. In connection with the DB Credit Facility, the Company paid an up-front commitment fee and agreed to pay an additional commitment fee on the first anniversary of the Effective Date, so long as the DB Credit Facility remains outstanding as of such date. Additionally, a syndication/agent fee is payable to the facility agent each quarter. In addition, a non-usage fee of 0.25% per annum is payable on the undrawn amount under the DB Credit Facility, and, during the Revolving Period, an additional fee based on unfunded commitments of the lenders may be payable if borrowings under the DB Credit Facility do not exceed a minimum utilization percentage threshold. A prepayment fee would be payable in the event of any permanent reduction in commitments of the DB Credit Facility in the amount of 0.50% or 0.25% of the amount of the reduction during the first or second year after the Effective Date, respectively.
The DB Credit Facility is secured by all of the assets held by GBDC 4 Funding. GBDC 4 Funding has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of the Company, including under the DB Credit Facility, are subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
The Company has transferred as of the Effective Date and can transfer from time to time certain loans and debt securities it has originated or acquired to GBDC 4 Funding through a sale and contribution agreement, and the Company can cause GBDC 4 Funding to originate or acquire loans, consistent with the Company’s investment objectives.
The description above is only a summary of the material provisions of the DB Credit Facility and is qualified in its entirety by reference to copies of the DB Credit Facility and Sale and Contribution Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC 4, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Golub Capital BDC 4, Inc. | ||
| Date: April 1, 2024 | By: | /s/ Christopher C. Ericson |
| Name: | Christopher Ericson | |
| Title: | Chief Financial Officer | |