UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 30, 2012
(Date of earliest event reported)
Golub Capital BDC, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) |
333-174756 (Commission File Number) |
27-2326940 (IRS Employer Identification Number) |
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150 South Wacker Drive, Suite 800, (Address of principal executive offices) |
60606 (Zip Code) |
(312) 205-5050
(Registrant's telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Set forth below are certain preliminary estimates of our financial condition and results of operations for the three months
ended December 31, 2011. These estimates are subject to the completion of our financial closing procedures and are not a comprehensive
statement of our financial results for the three months ended December 31, 2011. We advise you that our actual results may differ
materially from these estimates as a result of the completion of our financial closing procedures, final adjustments and other
developments arising between now and the time that our financial results for the three months ended December 31, 2011 are finalized.
Net investment income is estimated to have totaled between $0.28 and $0.31 per share for the three months ended December 31, 2011.
Net asset value as of December 31, 2011 is estimated to be between $14.50 and $14.55 per share.
We originated $164.1 million in new middle market investment commitments during the three months ended December 31, 2011. Approximately 38% of the new investment commitments were in unitranche loans, 29% were subordinated debt/second lien investments, 30% were senior secured loans and 3% were equity securities. Of the new investment commitments, $148.6 million funded at close. During the same period, sales of portfolio investments were $42.9 million. Overall, total investments in portfolio companies at fair value increased by $102.2 million during the three months ended December 31, 2011 after factoring in debt repayments.
As of December 31, 2011, we were in compliance with our asset coverage test.
We intend to announce final results of operations for the three months ended December 31, 2011 on February 6, 2012 after the close of the financial markets. We will host an earnings conference call on Tuesday, February 7, 2012 to discuss the quarterly financial results.
The preliminary financial data included herein have been prepared by, and is the responsibility of, management. McGladrey & Pullen, LLP, our independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to these preliminary estimates. Accordingly, McGladrey & Pullen, LLP does not express an opinion or any other form of assurance with respect thereto.
For purposes of determining our compliance with the asset coverage ratio test applicable to us as a business development company, we have agreed with the staff of the Securities and Exchange Commission, or SEC, to treat the outstanding notional amount of the total return swap, or TRS, between Golub Capital Master Funding LLC and Citibank, N.A. less the initial amount of any cash collateral required to be posted by us under the TRS, as a senior security for the life of that instrument. Further, for purposes of determining our compliance with the 70% qualifying assets requirement of the Investment Company Act of 1940, as amended, or 1940 Act, we have agreed to treat the TRS, as a whole, as a non-qualifying asset. We may, however, accord different treatment to the TRS in the future in accordance with any applicable new rules or interpretations adopted by the staff of the SEC. Due to this treatment, our ability to incur additional debt or issue stock senior to our common stock will be limited because we are required to maintain asset coverage, as that term is defined in the 1940 Act, of at least equal to 200% immediately after each such issuance.
Item 7.01. Regulation FD Disclosure
On January 30, 2012, we issued a press release announcing our plans for a public offering. A copy of the press release is furnished
as Exhibit 99.1 to this report pursuant to Item 7.01 and Regulation FD.
The information in this report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed
"filed" for purposes 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 report on Form 8-K shall not be incorporated by
reference into any registration statement or other document pursuant to 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
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Golub Capital BDC, Inc. dated January
30, 2012
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SIGNATURE 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.
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| Dated: January 30, 2012 |
GOLUB CAPITAL BDC, INC. By: /s/ Ross A. Teune
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| Exhibit Index | |
| Exhibit No. | Description |
| 99.1 | Press Release of Golub Capital BDC, Inc. dated January 30, 2012 |
Rule 482 ad
Golub capital bdc ANNOUNCES PUBLIC OFFERING
Chicago, IL — January 30, 2012—Golub Capital BDC, Inc. (the “Company”), a business development company (NASDAQ: GBDC, www.golubcapitalbdc.com), announced that it plans to make a public offering of 3,500,000 shares of its common stock. The Company also plans to grant the underwriters an option to purchase up to an additional 525,000 shares of common stock to cover over-allotments, if any. Wells Fargo Securities and UBS Investment Bank are acting as joint book-running managers for the offering. The offering of the shares will be made under the Company’s shelf registration statement, which was filed with, and declared effective by, the Securities and Exchange Commission.
The Company intends to use the net proceeds from the offering to invest in portfolio companies in accordance with its investment objective and strategies and for general corporate purposes.
Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The preliminary prospectus supplement dated January 30, 2012 and the accompanying prospectus dated January 30, 2012, which have been filed with the Securities and Exchange Commission, contain this and other information about the Company and should be read carefully before investing.
The information in the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities of the Company and are not soliciting an offer to buy such securities in any state where such offer and sale is not permitted.
The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained from Wells Fargo Securities, 375 Park Avenue, 4th Floor, New York, NY 10152, Attn: Equity Syndicate or by e-mailing cmclientsupport@wellsfargo.com or calling (800) 326-5897, or UBS Investment Bank, 299 Park Ave., New York, New York 10171, Attn: Prospectus Department or by calling (888) 827-7275.
ABOUT GOLUB CAPITAL BDC, INC.
Golub Capital BDC, Inc. 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 2010, Golub Capital was named “Middle Market Lender of the Year” by Buyouts Magazine and “Debt Financing Agent of the Year” by M&A Advisor. Golub Capital was ranked the #1 Traditional Middle Market Bookrunner through the first nine months of calendar year 2011 by Thomson Reuters LPC for senior secured loans of up to $100 million for leveraged buyouts (based on number of deals completed). As of December 31, 2011, Golub Capital managed over $5.0 billion of capital, with a team of investment professionals in New York and Chicago.
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