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: October 15, 2012
(Date of earliest event reported)
Golub Capital BDC, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
333-174756 (Commission File Number) |
27-2326940 (IRS Employer Identification Number) |
|
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 September 30, 2012. 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 September 30, 2012. 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 September 30, 2012 are finalized.
Net investment income is estimated to have totaled between $0.28 and $0.31 per share for the three months ended September 30, 2012.
Net asset value as of September 30, 2012 is estimated to be between $14.57 and $14.62 per share.
We originated $113.4 million in new middle market investment commitments during the three months ended September 30, 2012. Approximately 63% of the new investment commitments were in one stop loans, 34% were senior secured loans and 3% were equity securities. Of the new investment commitments, $101.9 million funded at close. Overall, total investments in portfolio companies at fair value increased by $36.3 million during the three months ended September 30, 2012 after factoring in debt repayments and sale of an equity security.
We intend to announce final results of operations for the three months ended September 30, 2012 on November 29, 2012 before the open of the financial markets. We will host an earnings conference call on Thursday, November 29, 2012 to discuss the quarterly financial results.
The preliminary financial data included herein have been prepared by, and is the responsibility of, management. McGladrey LLP (formerly 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 LLP does not express an opinion or any other form of assurance with respect thereto.
Item 7.01. Regulation FD Disclosure
On October 15, 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 October
15, 2012
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.
| GOLUB CAPITAL BDC, INC. | ||
| By: | /s/ Ross A. Teune | |
| Ross A. Teune Chief Financial Officer & Treasurer | ||
| Exhibit Index | |
| Exhibit No. | Description |
| 99.1 | Press Release of Golub Capital BDC, Inc. dated October 15, 2012 |
Rule 482 ad
GOLUB CAPITAL BDC ANNOUNCES PUBLIC OFFERING
Chicago, IL — October 15, 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 2,600,000 shares of its common stock. The Company also plans to grant the underwriters an option to purchase up to an additional 390,000 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 October 15, 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 Department 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, one stop, 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
With over $6 billion of capital under management, Golub Capital is a leading provider of financing solutions for the middle market, including one-loan financings (through the firm's proprietary GOLD and MEGA GOLD facilities), senior, second lien, and subordinated debt, preferred stock and co-investment equity. The firm underwrites and syndicates senior credit facilities up to $250 million. Golub Capital's hold sizes range up to $200 million per transaction.
Golub Capital has been a top 3 Traditional Middle Market Bookrunner each year from 2008 through 1H 2012 for senior secured loans of up to $100 million for leveraged buyouts (according to Thomson Reuters LPC and internal data; based on number of deals). In 2012, Golub Capital was awarded the ACG New York Champion’s Award for “Senior Lender Firm of the Year.” Golub Capital is a national firm with principal offices in Chicago and New York. For more information, please visit the firm’s website at www.golubcapital.com.
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