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): March 15, 2013
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 1.01. | Entry into a Material Definitive Agreement. |
On March 15, 2012, Golub Capital BDC Funding LLC (“Funding”), a wholly owned subsidiary of Golub Capital BDC, Inc. (the “Company”), entered into an amendment (the “Credit Facility Amendment”) to the documents governing Funding’s senior, secured revolving credit facility (the “Credit Facility”) with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender. The Credit Facility Amendment is effective as of March 8, 2013.
The Credit Facility Amendment, among other things, decreased the size of the Credit Facility from $150 million to $100 million.
As previously disclosed, the Credit Facility is secured by all of the assets held by Funding, and the Company has pledged its interests in Funding as collateral to Wells Fargo Bank, N.A., as the collateral agent, to secure the obligations of the Company as the transferor and servicer under the Credit Facility. Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the Credit Facility Amendment and is qualified in its entirety by reference to a copy of the Credit Facility Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Seventh Amendment to Loan and Servicing Agreement, dated March 8, 2013, by and among Golub Capital BDC Funding LLC, as the Borrower; Golub Capital BDC, Inc., as Transferor and Servicer; Wells Fargo Securities, LLC, as the Administrative Agent; the lenders from time to time party thereto; the lender agents from time to time party thereto; and Wells Fargo Bank, N.A., as the Collateral Agent, the Account Bank, and the Collateral Custodian (amending the Loan and Servicing Agreement, dated as of July 21, 2011).
99.1 Press Release of Golub Capital BDC, Inc. dated March 18, 2013
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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: March 18, 2013 | By: | /s/ Ross A. Teune |
| Name: Ross A. Teune | ||
| Title: Chief Financial Officer | ||
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EXECUTION VERSION
SEVENTH AMENDMENT TO
LOAN AND SERVICING AGREEMENT
(Golub Capital BDC Funding LLC)
THIS SEVENTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of March 8, 2013 (this “Amendment”), is entered into by and among GOLUB CAPITAL BDC Funding LLC, as the Borrower (the “Borrower”), GOLUB CAPITAL BDC, INC., as the Transferor and the Servicer, the Institutional Lender identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO SECURITIES, LLC, as the Administrative Agent (in such capacity, the “Administrative Agent”).
R E C I T A L S
WHEREAS, the above-named parties have entered into that certain Loan and Servicing Agreement, dated as of July 21, 2011 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Borrower, the Transferor, the Servicer, each of the Conduit Lenders and Institutional Lenders from time to time party thereto, each of the Lender Agents from time to time party thereto, and the Collateral Agent, the Account Bank and the Collateral Custodian;
WHEREAS, pursuant to and in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects as provided herein;
NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:
SECTION 1. Definitions.
Each capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement.
SECTION 2. Amendment.
2.1 The definition of “Adjusted Borrowing Value” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
““Adjusted Borrowing Value” means for any Eligible Loan Asset, for any date of determination, an amount equal to the lowest of: (i) the Outstanding Balance of such Eligible Loan Asset at such time, (ii) the Advance Date Assigned Value of such Eligible Loan Asset multiplied by the Outstanding Balance of such Eligible Loan Asset at such time and (iii) the Assigned Value of such Eligible Loan Asset at such time multiplied by the Outstanding Balance of such Eligible Loan Asset at such time; provided that the parties hereby agree that the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset shall be zero. Amounts in excess of (a) $12,500,000 with respect to each of any two (2) Obligors (including any Affiliate thereof), (b) $10,000,000 with respect to each of any two (2) additional Obligors (including any Affiliate thereof) and (c) $8,500,000 in all other instances shall not be included in the Adjusted Borrowing Value of the applicable Eligible Loan Assets.”
2.2 The definition of “Maximum Facility Amount” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
““Maximum Facility Amount” means the aggregate Commitments as then in effect, which amount shall not exceed $100,000,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.”
2.3 The definition of “Minimum Equity Amount” in Section 1.01 of the Agreement shall be amended and restated in its entirety as follows:
““Minimum Equity Amount” means, as of any date of determination, an amount equal to the greater of (a) $32,500,000 and (b) the sum of the Adjusted Borrowing Value of all Eligible Loan Assets of the three largest Obligors included in the Collateral Portfolio.”
2.4 Section 2.09 of the Agreement is hereby amended and restated in its entirety as follows:
“Section 2.09 Non-Usage Fee.
The Borrower shall pay, in accordance with Section 2.04, pro rata to each Lender (either directly or through the applicable Lender Agent), a non-usage fee (the “Non-Usage Fee”) payable in arrears for each Remittance Period, equal to the sum of the products for each day during such Remittance Period of (i) one divided by 360, (ii) the applicable Non-Usage Fee Rate (as defined below), and (iii) the aggregate Commitments minus the Advances Outstanding on such day (such amount, the “Unused Portion”). The Non-Usage Fee Rate (the “Non-Usage Fee Rate”) shall be equal to:
(a) for the period from (and including) the Closing Date through (and excluding) the six month anniversary thereof, 0.50%;
(b) thereafter, until December 13, 2012, except as provided in clauses (c), (d) and (e) below, (i) 0.50% on any Unused Portion up to or equal to the first $30,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $30,000,000;
(c) for the period from (and including) February 14, 2012 through (and excluding) April 14, 2012, 0.50%;
(d) for the period from (and including) May 15, 2012 through (and excluding) July 15, 2012, 0.50%;
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(e) for the period from (and including) October 21, 2012 through and including December 12, 2012, 0.50%; and
(f) from (and including) December 13, 2012 and thereafter, except as provided in clauses (1) and (2) below, (i) 0.50% on any Unused Portion up to or equal to the first $40,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $40,000,000
(1) for the period from (and including) December 13, 2012 through (and excluding) January 28, 2013, 0.50%, and
(2) from (and including) January 28, 2013 through (and excluding) March 8, 2013, (i) 0.50% on any Unused Portion up to or equal to the first $60,000,000 of such Unused Portion and (ii) 2.00% on any Unused Portion in excess of the first $60,000,000; provided that for the period from (and including) December 8, 2012 through (and excluding) March 8, 2013, the Borrower shall only be required to pay the accrued Non-Usage Fees to the extent such fees exceed $125,000 (i.e., the Borrower shall be entitled a one-time credit towards such fees in the amount of $125,000).”
2.5 Where it appears on the cover page and Annex A of the Agreement “$150,000,000” is hereby replaced by “$100,000,000”.
SECTION 3. Agreement in Full Force and Effect as Amended.
Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation of the Agreement.
SECTION 4. Representations and Warranties.
The Borrower hereby represents and warrants as of the date of this Amendment as follows:
(a) this Amendment has been duly executed and delivered by it;
(b) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and
(c) there is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering into this Amendment.
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SECTION 5. Conditions to Effectiveness.
The effectiveness of this Amendment is subject to receipt by the Administrative Agent of executed counterparts (or other evidence of execution, including facsimile signatures, satisfactory to the Administrative Agent) of this Amendment.
SECTION 6. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.
(b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
(c) This Amendment may not be amended or otherwise modified except as provided in the Agreement.
(d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.
(e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.
(f) This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.
(g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.
| BORROWER: | GOLUB CAPITAL BDC FUNDING LLC | |
| By: | /s/ Ross Teune | |
| Name: Ross Teune | ||
| Title: Chief Financial Officer | ||
| THE TRANSFEROR AND SERVICER: | GOLUB CAPITAL BDC, INC. | |
| By: | /s/ Ross Teune | |
| Name: Ross Teune | ||
| Title: Chief Financial Officer | ||
| THE COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN: |
WELLS FARGO BANK, N.A. | |
| By: | /s/ Michael Roth | |
| Name: Michael Roth | ||
| Title: Vice President | ||
[Signatures Continue on the Following Page]
| S-1 | Seventh Amendment to LSA |
| ADMINISTRATIVE AGENT: | WELLS FARGO SECURITIES, LLC | |
| By: | /s/ Matt Jensen | |
| Name: Matt Jensen, CFA | ||
| Title: Vice President | ||
| THE INSTITUTIONAL LENDER: | WELLS FARGO BANK, N.A. | |
| By: | /s/ Kevin Sunday | |
| Name: Kevin Sunday | ||
| Title: Director | ||
| S-2 | Seventh Amendment to LSA |
GOLUB CAPITAL BDC, INC. DECREASES SIZE OF REVOLVING CREDIT FACILITY
CHICAGO, IL, March 18, 2013 – Golub Capital BDC, Inc. (the “Company”) (NASDAQ: GBDC), a business development company, today announced that its wholly owned subsidiary, Golub Capital BDC Funding LLC, decreased the size of its senior secured revolving credit facility with Wells Fargo Bank, N.A. from $150 million to $100 million. “After increasing the size of our term debt securitization and after receiving our second Small Business Investment Company (“SBIC”) license, we proactively decided to right-size the senior secured revolving credit facility,” said Golub Capital BDC, Inc. CEO David Golub.
ABOUT GOLUB CAPITAL BDC, INC.
Golub Capital BDC, Inc. principally invests in senior secured, one stop, subordinated 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 $8 billion of capital under management, Golub Capital is a leading provider of financing solutions for the middle market, including one stop 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 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 |
| Phone: | 312-284-0111 |
| Email: | rteune@golubcapital.com |