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1900 K Street, N.W. +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
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william j. tuttle
william.tuttle@dechert.com +1 202 261 3352 Direct +1 202 261 3009 Fax |
January 15, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Dominic Minore
| Re: | Golub Capital BDC, Inc. |
| Registration Statement on Form N-2 | |
| File Numbers 333-193308, 814-00794 |
Ladies and Gentlemen:
On January 10, 2014, Golub Capital BDC, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form N-2 (Registration No. 333-193308) (the “Registration Statement”) relating to the registration of $1.0 billion of securities that may be offered from time to time in reliance on Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was filed for purposes of replacing the Company’s currently-effective Registration Statement on Form N-2 (Registration No. 333-174756), which was last declared effective on April 29, 2013 (the “Existing Registration Statement”), and updating the information contained in the Existing Registration Statement at the time of effectiveness.
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Dominic Minore January 15, 2014 Page 2 |
The Company respectfully requests that the Staff of the Commission afford the Registration Statement selective review in accordance with Securities Act Release No. 6510 (February 15, 1984). While the Company has continued to grow since the Existing Registration Statement was last declared effective, there have been no material changes in its investment strategy, management team or other disclosures regarding its business and associated risks. As a result, the disclosures contained in the Registration Statement are substantially similar to the disclosures contained in the Existing Registration Statement at the time it last became effective with revisions principally reflecting the most recent audited financial information as of September 30, 2013, the Company’s current sources of liquidity and capital resources and the formation of Senior Loan Fund LLC (for which the form of disclosure was reviewed by the Staff). Pursuant to your discussions with Thomas Friedmann, we have provided to you under separate cover a courtesy copy of the Registration Statement, as filed on January 10, 2014, marked to show the changes from the Existing Registration Statement, as declared effective on April 29, 2013.
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The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by facsimile at 202.261.3333) or Thomas J. Friedmann at 202.261.3313 (or by facsimile at 202.261.3333). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ William J. Tuttle
William J. Tuttle