8-K

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): February 10, 2011

GOLUB CAPITAL BDC, INC.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE	333-163279	27-2326940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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)

¨ 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))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On February 10, 2011, Golub Capital BDC, Inc. issued a press release announcing its financial results for the quarter ended December 31, 2010.  A copy of this press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section.  The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.

99.1         Press release of Golub Capital BDC, Inc., dated as of February 10, 2011

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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.

	GOLUB CAPITAL BDC, INC.
Date:  February 10, 2011	By:	/s/ Ross A. Teune
	Name:	Ross A. Teune
	Title:	Chief Financial Officer

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EX-99.1

FOR IMMEDIATE RELEASE:

Golub Capital BDC, Inc. Declares Second Fiscal Quarter Dividend of $0.32 Per Share and Announces Quarter Ended December 31, 2010 Financial Results

CHICAGO, IL, February 10, 2011 – Golub Capital BDC, Inc., a business development company (NASDAQ: GBDC), today announced its financial results for the first fiscal quarter ended December 31, 2010.

Except where the context suggests otherwise, the terms "we," "us," "our," and "Company," refer to Golub Capital BDC, Inc. and its Subsidiaries.  “GC Advisors” refers to GC Advisors LLC, our investment adviser.

SELECTED FINANCIAL HIGHLIGHTS
(in thousands, expect per share data)
	December 31, 2010		September 30, 2010
Investment portfolio	$	382,414	$	344,869
Total assets	$	460,314	$	442,763
NAV per share	$	14.74	$	14.71
	Quarter Ended December 31, 2010		Quarter Ended September 30, 2010
Investment income	$	9,137	$	7,431
Net investment income	$	5,233	$	4,351
Net realized and unrealized gain	$	729	$	1,896
Net increase in net assets resulting from operations	$	5,962	$	6,247
Net earnings per share	$	0.34	$	0.35
Net investment income per share	$	0.30	$	0.25
Net realized and unrealized gain per share	$	0.04	$	0.10

First Fiscal Quarter 2011 Highlights

·      Net investment income for the quarter ended December 31, 2010 was $5.2 million, or $.30 per share, as compared to $4.4 million, or $0.25 per share, for the quarter ended September 30, 2010;

·      Net realized and unrealized gains on investments for the quarter ended December 31, 2010 was $0.7 million, or $.04 per share, as compared to $1.9 million, or $0.10 per share, for the quarter ended September 30, 2010;

·      Net increase in net assets resulting from operations for the quarter ended December 31, 2010 was $6.0 million, or $0.34 per share, as compared to $6.3 million, or $0.35 per share, for the quarter ended September 30, 2010;

·    Our board of directors declared a second quarter distribution on February 8, 2011 of $0.32 per share, payable on March 30, 2011.

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Portfolio and Investment Activities

At December 31, 2010, the Company had investments in 98 portfolio companies, with a total fair value of $382.4 million.  The portfolio consisted of $226.8 million of senior secured loans, $98.1 million of unitranche loans, $26.3 million of second lien loans, $24.8 million of subordinated debt and $6.4 million of common equity investments.   For the three months ended December 31, 2010, the Company originated $113.7 million in new investment commitments of which 40% were senior secured loans, 30% were unitranche loans, 17% were second lien loans, 10% were subordinated loans and 3% were equity securities.  Sales and repayments on investments for the same period totaled $64.1 million. The Company expects to continue to invest in a mix of mezzanine and senior secured loans to obtain a high level of current income and to preserve capital.

For the quarter ended December 31, 2010, weighted average annualized investment income yield (which includes interest income and amortization of fees and discounts) and the weighted average annualized interest income yield (which excludes income resulting from amortization of fees and discounts) on the fair value of investments in the Company’s portfolio was 10.6% and 8.1% , respectively.  As of December 31, 2010, 65.3% of the Company’s portfolio at fair value had interest rate floors that limit minimum interest rates on such loans.

Consolidated Results of Operations

Total investment income for the three months ended December 31, 2010 and September 30, 2010 was $9.1 million and $7.4 million, respectively.  Investment income increased by $1.7 million, or 23.0%, for the three months ended December 31, 2010 as compared to the three months ended September 30, 2010. This increase was primarily attributable to higher average invested assets during the three months ended December 31, 2010.

Total expenses for the three months ended December 31, 2010 and September 30, 2010 were $3.9 million and $3.1 million, respectively.  Total expenses increased by $0.8 million, or 25.8%, for the three months ended December 31, 2010 as compared to the three months ended September 30, 2010. This increase was primarily due to an increase in management fees, incentive fees, interest expense, and professional fees.  Management and incentive fees increased due to higher average invested assets and higher net investment income.  The increase in interest expense was driven by a higher effective interest rate during the three months ended December 31, 2010.  Professional fees increased due to increased consulting expenses related to our Sarbanes Oxley implementation as well as other costs associated with being a public entity.

During the three months ended December 31, 2010 and September 30, 2010, the Company had $0.9 million of net realized gains and $(40,000) of net realized losses on investments, respectively.  During the three months ended December 31, 2010 and September 30, 2010, the Company recorded net unrealized depreciation of $(0.1) million and net unrealized appreciation of $1.9 million, respectively.

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“I am pleased to report that we had a solid quarter with very strong origination volume,” said Golub Capital BDC, Inc. CEO David Golub.  “We also made progress toward our goal of shifting the asset mix of the portfolio to more unitranche, second lien and mezzanine investments.”

Liquidity and Capital Resources

As of December 31, 2010, the Company had cash and cash equivalents of $41.4 million, restricted cash of $27.6 million and $194.0 million of total debt outstanding.

On February 8, 2011, the Company’s board of directors declared a quarterly distribution of $0.32 per share, payable on March 30, 2011 to holders of record as of March 18, 2011.

Portfolio and Asset Quality

GC Advisors regularly assesses the risk profile of each of the Company’s investments and rates each of them based on the following categories:

Risk Ratings Definition
Rating	Definition
5	Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4	Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3	Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower may be out of compliance with debt covenants; however; loan payments are generally not past due.
2	Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).

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1 Indicates that the borrower is performing substantially below expectations and the loan risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans graded 1 are not anticipated to be repaid in full, and we reduce the fair market value of the loan to the amount we anticipate recovering.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2010 and September 30, 2010:

		December 31, 2010					September 30, 2010
Investment		Investments		Percentage of			Investments		Percentage of
Performance		at Fair Value		Total			at Fair Value		Total
Rating		(In thousands)		Investments			(In thousands)		Investments
	5	$	75,836		19.9	%	$	98,307		28.5	%
	4		277,356		72.5	%		199,876		58.0	%
	3		24,908		6.5	%		41,948		12.1	%
	2		4,314		1.1	%		4,738		1.4	%
	1		-		0.0	%		-		0.0	%
Total		$	382,414		100.0	%	$	344,869		100.0	%

Conference Call

The Company will host an earnings conference call at 1:00 p.m. (Eastern Time) on Thursday, February 10, 2011.  All interested parties may participate in the conference call by dialing (800) 897-4057 approximately 10-15 minutes prior to the call; international callers should dial (212) 231-2919. Participants should reference Golub Capital BDC, Inc. when prompted. For a slide presentation that we intend to refer to on the earnings conference call, please visit the Events and Presentations link on the homepage of our website (www.golubcapitalbdc.com) and click on the Investor Presentations link to find the December 31, 2010 Investor Presentation.  An archived replay of the call will be available shortly after the call until 3:00 p.m. (Eastern Time) on February 25, 2011. To hear the replay, please dial (800) 633-8284. International dialers, please dial (402) 977-9140. For all replays, please reference program ID number 21508409.

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Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Financial Condition (unaudited)
(In thousands, except share and per share data)
	December 31, 2010			September 30, 2010
Assets
Investments, at fair value (cost of $383,507 and $345,536 respectively)	$	382,414		$	344,869
Cash and cash equivalents		41,389			61,219
Restricted cash and cash equivalents		27,618			31,771
Interest receivable		2,194			1,956
Receivable for investments sold		2,895			-
Deferred financing costs		3,548			2,748
Other assets		256			200
Total Assets	$	460,314		$	442,763
Liabilities
Debt	$	194,000		$	174,000
Payable for investments purchased		-			5,328
Interest payable		2,576			1,167
Management and incentive fees payable		1,693			1,008
Accounts payable and accrued expenses		570			719
Total Liabilities		198,839			182,222
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized,
zero shares issued and outstanding as of December 31, 2010 and
September 30, 2010	$	-		$	-
Common stock, par value $0.001 per share, 100,000,000 shares authorized,
17,738,197 and 17,712,444 shares issued and outstanding, respectively		18			18
Paid in capital in excess of par		260,152			259,690
Over distributed net investment income		(1,379	)		(1,122	)
Net unrealized appreciation on investments		1,848			1,995
Net realized gains (losses) on investments		836			(40	)
Total Net Assets		261,475			260,541
Total Liabilities and Total Net Assets	$	460,314		$	442,763
Number of common shares outstanding		17,738,197			17,712,444
Net asset value per common share	$	14.74		$	14.71

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Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In thousands, except share and per share data)
	Three months ended
	December 31, 2010			September 30, 2010
Investment income
Interest	$	9,137		$	7,431
Total investment income		9,137			7,431
Expenses
Interest and other debt financing expenses		1,577			1,381
Base management fee		1,284			1,091
Incentive fee		190			-
Professional fees		567			315
Administrative service fee		174			141
General and administrative expenses		112			152
Total expenses		3,904			3,080
Net investment income		5,233			4,351
Net gain (loss) on investments
Net realized gains (losses) on investments		876			(40	)
Net change in unrealized (depreciation) appreciation on investments		(147	)		1,936
Net gain on investments		729			1,896
Net increase in net assets resulting from operations	$	5,962		$	6,247
Per Common Share Data
Basic and diluted earnings per common share	$	0.34		$	0.35
Dividends and distributions declared per common share	$	0.31		$	0.31
Basic and diluted weighted average common shares outstanding		17,712,724			17,712,444

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ABOUT GOLUB CAPITAL BDC, INC.

Golub Capital BDC, Inc., (NASDAQ: GBDC, www.golubcapitalbdc.com), a business development company, principally invests in senior secured, unitranche, mezzanine and second lien loans of middle-market companies that are, in most cases, 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, founded in 1994, is a leading lender to middle-market companies. In 2009, Golub Capital was named “Middle Market Lender of the Year” by Buyouts Magazine and “Debt Financing Agent of the Year” and “Mezzanine Financing Agent of the Year” by M&A Advisor.  As of December 31, 2010, Golub Capital managed over $4.0 billion of capital, with a team of investment professionals in New York, Chicago and Atlanta.

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 in the forward-looking statements as a result of a number of factors, including those described from time to time in the Company’s filings with the Securities and Exchange Commission. The Company 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

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