0001476765-20-000076.txt : 20200514 0001476765-20-000076.hdr.sgml : 20200514 20200514163956 ACCESSION NUMBER: 0001476765-20-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200514 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200514 DATE AS OF CHANGE: 20200514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLUB CAPITAL BDC, Inc. CENTRAL INDEX KEY: 0001476765 IRS NUMBER: 471893276 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00794 FILM NUMBER: 20878438 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 212.750.6060 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: GOLUB CAPITAL INVESTMENT Corp DATE OF NAME CHANGE: 20170511 FORMER COMPANY: FORMER CONFORMED NAME: Golub Capital BDC, Inc. DATE OF NAME CHANGE: 20100414 FORMER COMPANY: FORMER CONFORMED NAME: Golub Capital BDC LLC DATE OF NAME CHANGE: 20091113 8-K 1 rightsofferingfinalresults.htm 8-K Document


 
 
 
 
 
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): May 14, 2020
 
 
 
 
 
 

GOLUB CAPITAL BDC, INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
 
 
 
DELAWARE
 
814-00794
 
27-2326940
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
  
 
 

__ 200 Park Avenue, 25th Floor, New York, NY 10166_ _
(Address of Principal Executive Offices)          (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060
____ ____
(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):
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
GBDC
 The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for




complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 7.01. Regulation FD Disclosure
 
On May 14, 2020, Golub Capital BDC, Inc. issued a press release, announcing the results of its transferable rights offering. A copy of the press release is attached hereto as Exhibit 99.1.
 
The information in Item 7.01 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.
Press release of Golub Capital BDC, Inc., dated as of May 14, 2020.

    







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: May 14, 2020
 
By:      /s/ Ross A. Teune      
 
 
Name:     Ross A. Teune
 
 
Title:     Chief Financial Officer



 EX-99.1 2 gbdcrightsclosingpressrele.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1
 
GOLUB CAPITAL BDC, INC. ANNOUNCES
FINAL RESULTS OF TRANSFERABLE RIGHTS OFFERING
 
NEW YORK, NY, May 14, 2020— Golub Capital BDC, Inc. (NASDAQ: GBDC) (the “Company”) announced the final results of its transferable rights offering, which entitled holders of rights to purchase one share of common stock for every right held at a subscription price of $9.17 per share. The rights offering expired on May 6, 2020 at 5:00 p.m., New York City time and on May 13, 2020 all closing conditions were met, including final review and approval of the transferable rights offering by the Pricing Committee established by the Company’s Board of Directors. Wells Fargo Securities, LLC acted as lead dealer manager for the offering. J.P. Morgan and Morgan Stanley & Co. LLC acted as co-dealer managers for the offering.

The Company received total subscription requests for 64,931,650 shares of common stock, including primary subscriptions for 29,115,797 shares and over-subscription requests for an additional 35,815,853 shares. The primary subscription participation rate of 87% resulted in only 4,336,105 shares available to fill over-subscription requests.

In total, the Company sold 33,451,902 shares of its common stock for aggregate gross proceeds of approximately $306.7 million.

Proration of the available over-subscription shares has been made in accordance with the procedures described in the prospectus for the rights offering. Confirmations of shares purchased, including any acquired pursuant to the over-subscription privilege, and any excess payment refunded by the Company to the participating rights holder, will be mailed to participants on or around May 21, 2020. While the shares sold in the offering have been released by the Company’s transfer agent to actual record date holders, the allocation of shares to participating rights holders’ accounts will be the responsibility of their individual brokers or nominees. Participating rights holders should contact their brokers or other nominees for verification of receipt of shares they were issued pursuant to the offering.

The Company intends to use the net proceeds from the sale of shares of its common stock pursuant to the exercise of rights issued in this offering primarily (i) to initially repay outstanding indebtedness and otherwise support its financing subsidiaries, (ii) to make additional investments to support its existing portfolio companies, (iii) to position its balance sheet in order to be in position to fund new investments in accordance with its investment objectives and strategies and (iv) for general corporate purposes.

ABOUT GOLUB CAPITAL BDC, INC.
 
Golub Capital BDC, Inc. is an externally-managed, non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Golub Capital BDC Inc. invests primarily in one-stop and other senior secured loans of U.S. middle-market companies that are often 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 is a market-leading, award-winning direct lender and credit asset manager, with over $30 billion of capital under management. Golub Capital specializes in delivering reliable, creative and compelling financing solutions to middle market companies backed by private equity sponsors. The firm’s credit expertise also forms the foundation of its Late Stage Lending business and its Broadly Syndicated Loan investment program. Across its activities, Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from its private equity sponsor clients and investors. Founded over 25 years ago, Golub Capital today has over 500 employees and lending offices in Chicago, New York and San Francisco.

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
 
 
 
 
 
 



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