Document______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________________
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2020
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 814-00794
Golub Capital BDC, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware | | 27-2326940 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
200 Park Avenue, 25th Floor
New York, NY 10166
(Address of principal executive offices)
(212) 750-6060
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | | | | | | |
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company o |
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 7, 2020, the Registrant had 167,259,511 shares of common stock, $0.001 par value, outstanding.
| | | | | | | | |
Part I. Financial Information | | |
Item 1. | Financial Statements | |
| Consolidated Statements of Financial Condition as of June 30, 2020 (unaudited) and September 30, 2019 | |
| Consolidated Statements of Operations for the three and nine months ended June 30, 2020 (unaudited) and 2019 (unaudited) | |
| Consolidated Statements of Changes in Net Assets for the three and nine months ended June 30, 2020 (unaudited) and 2019 (unaudited) | |
| Consolidated Statements of Cash Flows for the nine months ended June 30, 2020 (unaudited) and 2019 (unaudited) | |
| Consolidated Schedules of Investments as of June 30, 2020 (unaudited) and September 30, 2019 | |
| Notes to Consolidated Financial Statements (unaudited) | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |
Item 4. | Controls and Procedures | |
Part II. Other Information | | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Mine Safety Disclosures | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands, except share and per share data)
| | | | | | | | | | | |
| June 30, 2020 | | September 30, 2019 |
| (unaudited) | | |
Assets | | | |
Investments, at fair value | | | |
Non-controlled/non-affiliate company investments | $ | 4,208,935 | | | $ | 4,156,713 | |
Non-controlled affiliate company investments | 24,783 | | | 12,575 | |
Controlled affiliate company investments | 16,652 | | | 123,644 | |
Total investments, at fair value (amortized cost of $4,474,722 and $4,391,770, respectively) | 4,250,370 | | | 4,292,932 | |
Cash and cash equivalents | 29,266 | | | 6,463 | |
Foreign currencies (cost of $1,180 and $54, respectively) | 1,173 | | | 54 | |
Restricted cash and cash equivalents | 87,584 | | | 76,370 | |
Restricted foreign currencies (cost of $2,065 and $1,321, respectively) | 2,070 | | | 1,321 | |
Cash collateral held at broker for forward currency contracts | 1,700 | | | 600 | |
Interest receivable | 18,589 | | | 16,790 | |
| | | |
Unrealized appreciation on forward currency contracts | 720 | | | — | |
Other assets | 248 | | | 333 | |
Total Assets | $ | 4,391,720 | | | $ | 4,394,863 | |
Liabilities | | | |
Debt | $ | 2,008,572 | | | $ | 2,124,392 | |
Less unamortized debt issuance costs | 4,597 | | | 4,939 | |
Debt less unamortized debt issuance costs | 2,003,975 | | | 2,119,453 | |
| | | |
Unrealized depreciation on forward currency contracts | — | | | 115 | |
Interest payable | 11,936 | | | 13,380 | |
Management and incentive fees payable | 17,518 | | | 12,884 | |
Accounts payable and other liabilities | 4,383 | | | 25,970 | |
Payable for investments purchased | 3,855 | | | — | |
Accrued trustee fees | — | | | 207 | |
Total Liabilities | 2,041,667 | | | 2,172,009 | |
Commitments and Contingencies (Note 8) | | | |
Net Assets | | | |
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2020 and September 30, 2019 | — | | | — | |
Common stock, par value $0.001 per share, 200,000,000 shares authorized, 167,259,511 and 132,658,200 shares issued and outstanding as of June 30, 2020 and September 30, 2019, respectively | 167 | | | 133 | |
Paid in capital in excess of par | 2,631,233 | | | 2,310,610 | |
Distributable earnings (losses) | (281,347) | | | (87,889) | |
Total Net Assets | 2,350,053 | | | 2,222,854 | |
Total Liabilities and Total Net Assets | $ | 4,391,720 | | | $ | 4,394,863 | |
Number of common shares outstanding | 167,259,511 | | | 132,658,200 | |
Net asset value per common share | $ | 14.05 | | | $ | 16.76 | |
See Notes to Consolidated Financial Statements.
3
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Operations (unaudited)
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | | | | | Nine months ended June 30, | | |
| 2020 | | 2019 | | | | 2020 | | 2019 |
| | | | | | | | | |
Investment income | | | | | | | | | |
From non-controlled/non-affiliate company investments: | | | | | | | | | |
Interest income | $ | 72,500 | | | $ | 41,329 | | | | | $ | 222,952 | | | $ | 121,481 | |
Dividend income | — | | | 59 | | | | | 180 | | | 117 | |
Fee income | 668 | | | 524 | | | | | 1,040 | | | 1,171 | |
Total investment income from non-controlled/non-affiliate company investments | 73,168 | | | 41,912 | | | | | 224,172 | | | 122,769 | |
From non-controlled affiliate company investments: | | | | | | | | | |
Interest income | 449 | | | 193 | | | | | 921 | | | 552 | |
| | | | | | | | | |
| | | | | | | | | |
Total investment income from non-controlled affiliate company investments | 449 | | | 193 | | | | | 921 | | | 552 | |
From controlled affiliate company investments: | | | | | | | | | |
Interest income | (407) | | | — | | | | | (57) | | | — | |
Dividend income | — | | | — | | | | | 1,905 | | | — | |
Total investment income from controlled affiliate company investments | (407) | | | — | | | | | 1,848 | | | — | |
Total investment income | 73,210 | | | 42,105 | | | | | 226,941 | | | 123,321 | |
Expenses | | | | | | | | | |
Interest and other debt financing expenses | 17,516 | | | 10,849 | | | | | 61,344 | | | 31,269 | |
Base management fee | 14,437 | | | 6,675 | | | | | 44,501 | | | 19,708 | |
Incentive fee | 3,081 | | | 3,529 | | | | | 12,832 | | | 8,578 | |
Professional fees | 1,324 | | | 727 | | | | | 3,308 | | | 1,981 | |
Administrative service fee | 1,613 | | | 681 | | | | | 4,461 | | | 2,043 | |
General and administrative expenses | 171 | | | 238 | | | | | 750 | | | 463 | |
Total expenses | 38,142 | | | 22,699 | | | | | 127,196 | | | 64,042 | |
Net investment income | 35,068 | | | 19,406 | | | | | 99,745 | | | 59,279 | |
Net gain (loss) on investment transactions | | | | | | | | | |
Net realized gain (loss) from: | | | | | | | | | |
Non-controlled/non-affiliate company investments | (4,925) | | | (717) | | | | | (2,034) | | | (4,517) | |
Non-controlled affiliate company investments | — | | | — | | | | | (8,038) | | | — | |
Controlled affiliate company investments | — | | | — | | | | | (4,036) | | | — | |
Foreign currency transactions | 1 | | | 17 | | | | | 15 | | | (22) | |
Net realized gain (loss) on investment transactions | (4,924) | | | (700) | | | | | (14,093) | | | (4,539) | |
Net change in unrealized appreciation (depreciation) from: | | | | | | | | | |
Non-controlled/non-affiliate company investments | 117,431 | | | 1,036 | | | | | (123,345) | | | 237 | |
Non-controlled affiliate company investments | (3,166) | | | (350) | | | | | (3,044) | | | (629) | |
Controlled affiliate company investments | (833) | | | — | | | | | 875 | | | 1,183 | |
Translation of assets and liabilities in foreign currencies | (1,222) | | | (192) | | | | | (746) | | | (104) | |
Forward currency contracts | (211) | | | — | | | | | 835 | | | — | |
Net change in unrealized appreciation (depreciation) on investment transactions | 111,999 | | | 494 | | | | | (125,425) | | | 687 | |
| | | | | | | | | |
Net gain (loss) on investment transactions | 107,075 | | | (206) | | | | | (139,518) | | | (3,852) | |
Net increase (decrease) in net assets resulting from operations | $ | 142,143 | | | $ | 19,200 | | | | | $ | (39,773) | | | $ | 55,427 | |
Per Common Share Data | | | | | | | | | |
Basic and diluted earnings (loss) per common share (Note 10) | $ | 0.93 | | | $ | 0.31 | | | | | $ | (0.28) | | | $ | 0.89 | |
Dividends and distributions declared per common share | $ | 0.29 | | | $ | 0.32 | | | | | $ | 1.08 | | | $ | 1.08 | |
Basic and diluted weighted average common shares outstanding (Note 10) | 153,184,678 | | | 62,558,079 | | | | | 142,753,605 | | | 62,358,520 | |
See Notes to Consolidated Financial Statements.
4
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Changes in Net Assets (unaudited)
(In thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | | | Paid in Capital in Excess of Par | | Distributable Earnings (Losses) | | Total Net Assets |
| Shares | | Par Amount | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Balance at September 30, 2018 | 60,165,454 | | | $ | 60 | | | $ | 949,547 | | | $ | 19,247 | | | $ | 968,854 | |
Net increase in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 59,279 | | | 59,279 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | (4,539) | | | (4,539) | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | 687 | | | 687 | |
Distributions to stockholders: | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | 550,454 | | | 1 | | | 9,134 | | | — | | | 9,135 | |
Distributions from distributable earnings (losses) | — | | | — | | | — | | | (65,196) | | | (65,196) | |
| | | | | | | | | |
Total increase (decrease) for the nine months ended June 30, 2019 | 550,454 | | | 1 | | | 9,134 | | | (9,769) | | | (634) | |
Balance at June 30, 2019 | 60,715,908 | | | $ | 61 | | | $ | 958,681 | | | $ | 9,478 | | | $ | 968,220 | |
Balance at March 31, 2019 | 60,587,403 | | | $ | 61 | | | $ | 956,508 | | | $ | 9,666 | | | $ | 966,235 | |
| | | | | | | | | |
Net increase in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 19,406 | | | 19,406 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | (700) | | | (700) | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | 494 | | | 494 | |
Distributions to stockholders: | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | 128,505 | | | — | | | 2,173 | | | — | | | 2,173 | |
Distributions from distributable earnings (losses) | — | | | — | | | — | | | (19,388) | | | (19,388) | |
| | | | | | | | | |
Total increase (decrease) for the three months ended June 30, 2019 | 128,505 | | | — | | | 2,173 | | | (188) | | | 1,985 | |
Balance at June 30, 2019 | 60,715,908 | | | $ | 61 | | | $ | 958,681 | | | $ | 9,478 | | | $ | 968,220 | |
Balance at September 30, 2019 | 132,658,200 | | | $ | 133 | | | $ | 2,310,610 | | | $ | (87,889) | | | $ | 2,222,854 | |
Issuance of common stock, net of offering and underwriting costs | 33,451,902 | | | 33 | | | 300,394 | | | — | | | 300,427 | |
Net increase (decrease) in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 99,745 | | | 99,745 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | (14,093) | | | (14,093) | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | (125,425) | | | (125,425) | |
Distributions to stockholders: | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | 1,149,409 | | | 1 | | | 20,229 | | | — | | | 20,230 | |
Distributions from distributable earnings (losses) | — | | | — | | | — | | | (153,685) | | | (153,685) | |
| | | | | | | | | |
Total increase (decrease) for the nine months ended June 30, 2020 | 34,601,311 | | | 34 | | | 320,623 | | | (193,458) | | | 127,199 | |
Balance at June 30, 2020 | 167,259,511 | | | $ | 167 | | | $ | 2,631,233 | | | $ | (281,347) | | | $ | 2,350,053 | |
Balance at March 31, 2020 | 133,807,609 | | | $ | 134 | | | $ | 2,330,839 | | | $ | (374,985) | | | $ | 1,955,988 | |
Issuance of common stock, net of offering and underwriting costs | 33,451,902 | | | 33 | | | 300,394 | | | — | | | 300,427 | |
Net increase (decrease) in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 35,068 | | | 35,068 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | (4,924) | | | (4,924) | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | 111,999 | | | 111,999 | |
Distributions to stockholders: | | | | | | | | | |
| | | | | | | | | |
Distributions from distributable earnings (losses) | — | | | — | | | — | | | (48,505) | | | (48,505) | |
| | | | | | | | | |
Total increase (decrease) for the three months ended June 30, 2020 | 33,451,902 | | | 33 | | | 300,394 | | | 93,638 | | | 394,065 | |
Balance at June 30, 2020 | 167,259,511 | | | $ | 167 | | | $ | 2,631,233 | | | $ | (281,347) | | | $ | 2,350,053 | |
See Notes to Consolidated Financial Statements.
5
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
| | | | | | | | | | | | | | | | | | |
| | Nine months ended June 30, | | | | | | | | |
| | 2020 | | 2019 | | | | | | |
Cash flows from operating activities | | | | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | (39,773) | | | $ | 55,427 | | | | | | | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash (used in) provided by operating activities: | | | | | | | | | | |
Amortization of deferred debt issuance costs | | 2,843 | | | 1,597 | | | | | | | |
Accretion of discounts and amortization of premiums on investments | | 19,429 | | | (6,624) | | | | | | | |
Accretion of discounts on issued debt securities | | 903 | | | — | | | | | | | |
Net realized (gain) loss on investments | | 14,108 | | | 4,517 | | | | | | | |
Net realized (gain) loss on foreign currency and other transactions | | (15) | | | 22 | | | | | | | |
Net change in unrealized (appreciation) depreciation on investments | | 125,514 | | | (791) | | | | | | | |
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies | | 746 | | | 104 | | | | | | | |
Net change in unrealized (appreciation) depreciation on forward currency contracts | | (835) | | | — | | | | | | | |
Proceeds from (fundings of) revolving loans, net | | (20,385) | | | (2,264) | | | | | | | |
Fundings of investments | | (530,197) | | | (456,502) | | | | | | | |
Proceeds from principal payments and sales of portfolio investments | | 533,598 | | | 323,495 | | | | | | | |
PIK interest | | (7,513) | | | (1,811) | | | | | | | |
Purchase of SLF and GCIC SLF minority interests, net of cash acquired (Note 1)(1) | | 4,944 | | | — | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | |
Interest receivable | | (1,329) | | | 16 | | | | | | | |
Cash collateral held at broker for forward currency contracts | | (1,100) | | | — | | | | | | | |
| | | | | | | | | | |
Other assets | | 104 | | | (1,185) | | | | | | | |
Interest payable | | (1,700) | | | 5,345 | | | | | | | |
Management and incentive fees payable | | 4,634 | | | (3,108) | | | | | | | |
Payable for investments purchased | | 3,855 | | | 366 | | | | | | | |
Accounts payable and other liabilities | | (22,075) | | | 981 | | | | | | | |
Accrued trustee fees | | (207) | | | 40 | | | | | | | |
Net cash (used in) provided by operating activities | | 85,549 | | | (80,375) | | | | | | | |
Cash flows from financing activities | | | | | | | | | | |
Borrowings on debt | | 747,404 | | | 1,200,436 | | | | | | | |
Repayments of debt | | (961,556) | | | (999,185) | | | | | | | |
Capitalized debt issuance costs | | (2,501) | | | (3,443) | | | | | | | |
Proceeds from other short-term borrowings | | 64,769 | | | 29,437 | | | | | | | |
Repayments on other short-term borrowings | | (65,017) | | | (25,759) | | | | | | | |
| | | | | | | | | | |
Net proceeds from issuance of common stock (Note 11) | | 300,427 | | | — | | | | | | | |
| | | | | | | | | | |
Distributions paid | | (102,767) | | | (56,061) | | | | | | | |
Purchases of common stock under reinvestment plan | | (30,688) | | | — | | | | | | | |
Net cash provided by (used in) financing activities | | (49,929) | | | 145,425 | | | | | | | |
Net change in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies | | 35,620 | | | 65,050 | | | | | | | |
Effect of foreign currency exchange rates | | 265 | | | (101) | | | | | | | |
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies, beginning of period | | 84,208 | | | 45,705 | | | | | | | |
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies, end of period | | $ | 120,093 | | | $ | 110,654 | | | | | | | |
See Notes to Consolidated Financial Statements.
6
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) - (continued)
(In thousands)
| | | | | | | | | | | | | | | | | | |
| | Nine months ended June 30, | | | | | | | | |
| | 2020 | | 2019 | | | | | | |
| | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | |
Cash paid during the period for interest | | $ | 58,658 | | | $ | 24,327 | | | | | | | |
| | | | | | | | | | |
Distributions declared during the period | | 153,685 | | | 65,196 | | | | | | | |
Supplemental disclosure of non-cash operating and financing activities: | | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | | $ | 20,230 | | | $ | 9,135 | | | | | | | |
Noncash assets acquired in consolidation of SLF and GCIC SLF (Note 1) | | 185,101 | | | — | | | | | | | |
Noncash liabilities assumed in consolidation of SLF and GCIC SLF (Note 1) | | (85,236) | | | — | | | | | | | |
Dissolution of existing SLF and GCIC SLF LLC equity interests | | (119,077) | | | — | | | | | | | |
(1)Represents $17,011 paid in cash to RGA and Aurora (as defined in Note 1), net of cash acquired due to the consolidation of SLF and GCIC SLF of $21,955.
The following table provides a reconciliation of cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies reported within the Consolidated Statements of Financial Condition that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:
| | | | | | | | | | | |
| As of June 30, | | |
| 2020 | | 2019 |
Cash and cash equivalents | $ | 29,266 | | | $ | 8,158 | |
Foreign currencies (cost of $1,180 and $124, respectively) | 1,173 | | | 124 | |
Restricted cash and cash equivalents | 87,584 | | | 101,541 | |
Restricted foreign currencies (cost of $2,065 and $827, respectively) | 2,070 | | | 831 | |
Total cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies shown in the Consolidated Statements of Cash Flows | $ | 120,093 | | | $ | 110,654 | |
See Note 2. Significant Accounting Policies and Recent Accounting Updates for a description of cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies.
See Notes to Consolidated Financial Statements.
7
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited)
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Investments | | | | | | | | | | | | | | | | | |
| Non-controlled/non-affiliate company investments | | | | | | | | | | | | | | | | | |
| Debt investments | | | | | | | | | | | | | | | | | |
| Aerospace and Defense | | | | | | | | | | | | | | | | | |
| NTS Technical Systems^*#+~ | One stop | | L + 6.00% | (c) | | 7.43% | | 06/2021 | | $ | 25,396 | | | $ | 25,372 | | | 1.1 | | % | $ | 25,397 | | |
| NTS Technical Systems+~ | One stop | | L + 6.00% | (c) | | 7.43% | | 06/2021 | | 4,155 | | | 4,150 | | | 0.2 | | | 4,155 | | |
| NTS Technical Systems | One stop | | L + 6.00% | (c) | | 7.43% | | 06/2021 | | 1,996 | | | 1,973 | | | 0.1 | | | 1,996 | | |
| Tronair Parent, Inc.^+ | Senior loan | | L + 4.75% | (c) | | 5.75% | | 09/2023 | | 720 | | | 713 | | | — | | | 626 | | |
| Tronair Parent, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 4.44% | | 09/2021 | | 160 | | | 159 | | | — | | | 136 | | |
| Whitcraft LLC^*#+~ | One stop | | L + 6.00% | (c) | | 7.00% | | 04/2023 | | 64,057 | | | 64,487 | | | 2.5 | | | 58,933 | | |
| Whitcraft LLC | One stop | | L + 6.00% | (c)(f) | | 7.00% | | 04/2023 | | 120 | | | 118 | | | — | | | 96 | | |
| | | | | | | | | | | 96,604 | | | 96,972 | | | 3.9 | | | 91,339 | | |
| Automobile | | | | | | | | | | | | | | | | | |
| Grease Monkey International, LLC^*#+ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2022 | | 8,694 | | | 8,764 | | | 0.4 | | | 8,694 | | |
| Grease Monkey International, LLC!~ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2022 | | 2,376 | | | 2,451 | | | 0.1 | | | 2,376 | | |
| Grease Monkey International, LLC#~ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2022 | | 1,206 | | | 1,245 | | | 0.1 | | | 1,206 | | |
| Grease Monkey International, LLC+~ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2022 | | 1,091 | | | 1,126 | | | — | | | 1,091 | | |
| Grease Monkey International, LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2022 | | 997 | | | 1,000 | | | — | | | 997 | | |
| Grease Monkey International, LLC | Senior loan | | L + 5.00% | (c) | | 6.24% | | 11/2022 | | 82 | | | 84 | | | — | | | 82 | | |
| Grease Monkey International, LLC | Senior loan | | L + 5.00% | | | N/A(6) | | 11/2022 | | — | | | — | | | — | | | — | | |
| JHCC Holdings LLC | One stop | | L + 5.50% | (c) | | 6.81% | | 09/2025 | | 15,670 | | | 15,399 | | | 0.7 | | | 15,356 | | |
| JHCC Holdings LLC | One stop | | L + 5.50% | (c) | | 6.64% | | 09/2025 | | 79 | | | 76 | | | — | | | 73 | | |
| JHCC Holdings LLC | One stop | | L + 5.50% | (c) | | 6.35% | | 09/2025 | | 16 | | | 15 | | | — | | | 14 | | |
| Polk Acquisition Corp.*# | Senior loan | | L + 6.50% | (a) | | 3.50% cash/4.00% PIK | | 12/2023 | | 17,860 | | | 17,648 | | | 0.7 | | | 16,430 | | |
| Polk Acquisition Corp. | Senior loan | | L + 6.50% | (a) | | 3.50% cash/4.00% PIK | | 12/2023 | | 106 | | | 102 | | | — | | | 96 | | |
| Polk Acquisition Corp. | Senior loan | | L + 6.50% | (a) | | 3.50% cash/4.00% PIK | | 12/2023 | | 100 | | | 96 | | | — | | | 82 | | |
| Power Stop, LLC+~ | Senior loan | | L + 4.75% | (a) | | 4.93% | | 10/2025 | | 2,849 | | | 2,905 | | | 0.1 | | | 2,708 | | |
| Quick Quack Car Wash Holdings, LLC*# | One stop | | L + 6.50% | (d) | | 7.50% | | 04/2023 | | 13,117 | | | 13,218 | | | 0.6 | | | 13,117 | | |
| Quick Quack Car Wash Holdings, LLC# | One stop | | L + 6.50% | (c)(d) | | 7.50% | | 04/2023 | | 2,367 | | | 2,348 | | | 0.1 | | | 2,367 | | |
| Quick Quack Car Wash Holdings, LLC*+ | One stop | | L + 6.50% | (d) | | 7.50% | | 04/2023 | | 2,067 | | | 2,135 | | | 0.1 | | | 2,067 | | |
| Quick Quack Car Wash Holdings, LLC*+ | One stop | | L + 6.50% | (d) | | 7.50% | | 04/2023 | | 1,381 | | | 1,427 | | | 0.1 | | | 1,382 | | |
| Quick Quack Car Wash Holdings, LLC* | One stop | | L + 6.50% | (d) | | 7.50% | | 04/2023 | | 1,122 | | | 1,182 | | | — | | | 1,122 | | |
| Quick Quack Car Wash Holdings, LLC | One stop | | L + 6.50% | (d) | | 7.50% | | 04/2023 | | 80 | | | 81 | | | — | | | 80 | | |
| | | | | | | | | | | 71,260 | | | 71,302 | | | 3.0 | | | 69,340 | | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | | |
| Abita Brewing Co., L.L.C.+(7) | One stop | | L + 7.25% | (c) | | 8.25% | | 04/2021 | | 9,983 | | | 10,015 | | | 0.4 | | | 8,485 | | |
| Abita Brewing Co., L.L.C.(7) | One stop | | L + 7.25% | (c) | | 8.33% | | 04/2021 | | 40 | | | 40 | | | — | | | 34 | | |
| BJH Holdings III Corp.+~ | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 46,052 | | | 47,453 | | | 2.0 | | | 46,052 | | |
| BJH Holdings III Corp. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 200 | | | 193 | | | — | | | 200 | | |
| Cafe Rio Holding, Inc.^# | One stop | | L + 5.75% | (c) | | 6.82% | | 09/2023 | | 18,658 | | | 18,872 | | | 0.8 | | | 17,911 | | |
| Cafe Rio Holding, Inc.# | One stop | | L + 5.75% | (d) | | 6.82% | | 09/2023 | | 2,253 | | | 2,331 | | | 0.1 | | | 2,163 | | |
| Cafe Rio Holding, Inc. | One stop | | L + 5.75% | (c)(d) | | 6.79% | | 09/2023 | | 2,002 | | | 2,000 | | | 0.1 | | | 1,922 | | |
| Cafe Rio Holding, Inc.*# | One stop | | L + 5.75% | (d) | | 6.82% | | 09/2023 | | 1,430 | | | 1,480 | | | 0.1 | | | 1,373 | | |
See Notes to Consolidated Financial Statements.
8
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Beverage, Food and Tobacco - (continued) | | | | | | | | | | | | | | | | | |
| Cafe Rio Holding, Inc.# | One stop | | L + 5.75% | (d) | | 6.82% | | 09/2023 | | $ | 1,263 | | | $ | 1,306 | | | 0.1 | | % | $ | 1,212 | | |
| Cafe Rio Holding, Inc. | One stop | | L + 5.75% | (d) | | 6.82% | | 09/2023 | | 181 | | | 181 | | | — | | | 175 | | |
| Cafe Rio Holding, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2023 | | — | | | — | | | — | | | (10) | | |
| Fintech Midco, LLC*#! | One stop | | L + 5.00% | (d) | | 6.08% | | 08/2024 | | 24,474 | | | 24,841 | | | 1.0 | | | 23,496 | | |
| Fintech Midco, LLC# | One stop | | L + 5.00% | (d) | | 6.08% | | 08/2024 | | 1,133 | | | 1,173 | | | 0.1 | | | 1,088 | | |
| Fintech Midco, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | (8) | | |
| Flavor Producers, LLC#~ | Senior loan | | L + 4.75% | (c) | | 5.75% | | 12/2023 | | 4,994 | | | 4,877 | | | 0.2 | | | 4,594 | | |
| Flavor Producers, LLC | Senior loan | | L + 4.75% | (d) | | 5.81% | | 12/2022 | | 16 | | | 10 | | | — | | | 12 | | |
| FWR Holding Corporation^# | One stop | | L + 5.50% | (c) | | 6.50% | | 08/2023 | | 10,394 | | | 10,374 | | | 0.4 | | | 9,564 | | |
| FWR Holding Corporation# | One stop | | L + 5.50% | (c) | | 6.50% | | 08/2023 | | 1,818 | | | 1,881 | | | 0.1 | | | 1,672 | | |
| FWR Holding Corporation# | One stop | | L + 5.50% | (c) | | 6.50% | | 08/2023 | | 1,149 | | | 1,189 | | | 0.1 | | | 1,057 | | |
| FWR Holding Corporation# | One stop | | L + 5.50% | (c) | | 6.50% | | 08/2023 | | 364 | | | 374 | | | — | | | 335 | | |
| FWR Holding Corporation | One stop | | L + 5.50% | (c) | | 6.50% | | 08/2023 | | 274 | | | 273 | | | — | | | 252 | | |
| FWR Holding Corporation# | One stop | | L + 5.50% | (c) | | 6.50% | | 08/2023 | | 272 | | | 280 | | | — | | | 250 | | |
| FWR Holding Corporation | One stop | | L + 5.50% | (c)(d) | | 6.50% | | 08/2023 | | 131 | | | 130 | | | — | | | 121 | | |
| FWR Holding Corporation | One stop | | L + 5.50% | (c)(f) | | 7.10% | | 08/2023 | | 70 | | | 69 | | | — | | | 60 | | |
| FWR Holding Corporation | One stop | | L + 5.50% | | | N/A(6) | | 08/2023 | | — | | | — | | | — | | | — | | |
| Global ID Corporation*#+~ | One stop | | L + 6.50% | (c) | | 7.57% | | 11/2021 | | 14,287 | | | 14,418 | | | 0.6 | | | 14,287 | | |
| Global ID Corporation*# | One stop | | L + 6.50% | (c) | | 7.57% | | 11/2021 | | 815 | | | 836 | | | — | | | 815 | | |
| Global ID Corporation# | One stop | | L + 6.50% | (c) | | 7.57% | | 11/2021 | | 712 | | | 731 | | | — | | | 712 | | |
| Global ID Corporation# | One stop | | L + 6.50% | (c) | | 7.57% | | 11/2021 | | 489 | | | 502 | | | — | | | 489 | | |
| Global ID Corporation | One stop | | L + 6.50% | (c) | | 7.50% | | 11/2021 | | 60 | | | 60 | | | — | | | 60 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 806 | | | 832 | | | — | | | 806 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 634 | | | 654 | | | — | | | 634 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 622 | | | 619 | | | — | | | 622 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 307 | | | 305 | | | — | | | 307 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 306 | | | 304 | | | — | | | 306 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 150 | | | 150 | | | — | | | 150 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 92 | | | 91 | | | — | | | 92 | | |
| Mendocino Farms, LLC(5) | One stop | | L + 8.50% | | | N/A(6) | | 06/2023 | | — | | | (2) | | | — | | | — | | |
| Mid-America Pet Food, L.L.C.^*# | One stop | | L + 5.50% | (b) | | 6.50% | | 12/2021 | | 22,176 | | | 22,495 | | | 1.0 | | | 22,176 | | |
| Mid-America Pet Food, L.L.C. | One stop | | L + 5.50% | (c) | | 6.93% | | 12/2021 | | 76 | | | 75 | | | — | | | 76 | | |
| NBC Intermediate, LLC^ | Senior loan | | L + 4.25% | (d) | | 5.33% | | 09/2023 | | 4,589 | | | 4,578 | | | 0.2 | | | 4,498 | | |
| NBC Intermediate, LLC# | Senior loan | | L + 4.25% | (a)(d) | | 5.29% | | 09/2023 | | 2,347 | | | 2,377 | | | 0.1 | | | 2,300 | | |
| NBC Intermediate, LLC*# | Senior loan | | L + 4.25% | (d) | | 5.33% | | 09/2023 | | 2,309 | | | 2,339 | | | 0.1 | | | 2,262 | | |
| NBC Intermediate, LLC# | Senior loan | | L + 4.25% | (d) | | 5.33% | | 09/2023 | | 667 | | | 661 | | | — | | | 653 | | |
| NBC Intermediate, LLC | Senior loan | | L + 4.25% | | | N/A(6) | | 09/2023 | | — | | | — | | | — | | | — | | |
| Purfoods, LLC# | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 16,066 | | | 16,216 | | | 0.7 | | | 16,066 | | |
| Purfoods, LLC* | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 538 | | | 550 | | | — | | | 538 | | |
| Purfoods, LLC^* | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 389 | | | 397 | | | — | | | 389 | | |
| Purfoods, LLC*~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 293 | | | 299 | | | — | | | 293 | | |
| Purfoods, LLC*~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 293 | | | 299 | | | — | | | 293 | | |
| Purfoods, LLC* | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 292 | | | 298 | | | — | | | 292 | | |
See Notes to Consolidated Financial Statements.
9
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Beverage, Food and Tobacco - (continued) | | | | | | | | | | | | | | | | | |
| Purfoods, LLC | One stop | | N/A | | | 7.00% PIK | | 05/2026 | | $ | 257 | | | $ | 262 | | | — | | % | $ | 257 | | |
| Purfoods, LLC* | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 253 | | | 254 | | | — | | | 253 | | |
| Purfoods, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 150 | | | 151 | | | — | | | 150 | | |
| Purfoods, LLC* | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 148 | | | 151 | | | — | | | 148 | | |
| Purfoods, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 139 | | | 138 | | | — | | | 139 | | |
| Purfoods, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 50 | | | 50 | | | — | | | 50 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 46 | | | 47 | | | — | | | 46 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 30 | | | 30 | | | — | | | 30 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 30 | | | 30 | | | — | | | 30 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 28 | | | 28 | | | — | | | 28 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 22 | | | 22 | | | — | | | 22 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 22 | | | 22 | | | — | | | 22 | | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2021 | | 20 | | | 20 | | | — | | | 20 | | |
| Purfoods, LLC | One stop | | L + 5.50% | | | N/A(6) | | 05/2021 | | — | | | — | | | — | | | — | | |
| Rubio's Restaurants, Inc.^*#(7) | Senior loan | | L + 11.50% | (c) | | 8.77% cash/4.00% PIK | | 04/2021 | | 17,898 | | | 17,779 | | | 0.4 | | | 9,348 | | |
| Rubio's Restaurants, Inc.(7) | Senior loan | | L + 11.50% | (a) | | 8.75% cash/4.00% PIK | | 04/2021 | | 162 | | | 159 | | | — | | | 82 | | |
| SSRG Holdings, LLC | One stop | | L + 5.25% | (c) | | 6.32% | | 11/2025 | | 920 | | | 904 | | | — | | | 847 | | |
| SSRG Holdings, LLC | One stop | | L + 5.25% | (c) | | 6.29% | | 11/2025 | | 75 | | | 74 | | | — | | | 69 | | |
| Velvet Taco Holdings, Inc.~ | One stop | | L + 7.00% | (c) | | 8.00% | | 03/2026 | | 1,774 | | | 1,757 | | | 0.1 | | | 1,667 | | |
| Velvet Taco Holdings, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 03/2026 | | — | | | — | | | — | | | (2) | | |
| Velvet Taco Holdings, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 03/2026 | | — | | | (1) | | | — | | | — | | |
| Wood Fired Holding Corp.*# | One stop | | L + 7.75% | (c) | | 6.86% cash/2.00% PIK | | 12/2023 | | 14,073 | | | 14,296 | | | 0.5 | | | 10,976 | | |
| Wood Fired Holding Corp. | One stop | | L + 7.75% | (c) | | 6.95% cash/2.00% PIK | | 12/2023 | | 697 | | | 697 | | | — | | | 544 | | |
| Wood Fired Holding Corp. | One stop | | L + 7.75% | (c) | | 6.98% cash/2.00% PIK | | 12/2023 | | 198 | | | 197 | | | — | | | 154 | | |
| | | | | | | | | | | 233,458 | | | 236,492 | | | 9.2 | | | 216,006 | | |
| Buildings and Real Estate | | | | | | | | | | | | | | | | | |
| Brooks Equipment Company, LLC^*#+ | One stop | | L + 5.00% | (c) | | 6.00% | | 05/2021 | | 26,225 | | | 26,138 | | | 1.1 | | | 26,225 | | |
| Brooks Equipment Company, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 05/2021 | | — | | | (14) | | | — | | | — | | |
| Groundworks LLC+ | Senior loan | | L + 5.50% | (c) | | 6.50% | | 01/2026 | | 4,721 | | | 4,667 | | | 0.2 | | | 4,721 | | |
| Groundworks LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 01/2026 | | 84 | | | 83 | | | — | | | 84 | | |
| Groundworks LLC | Senior loan | | L + 5.50% | (c)(d) | | 6.54% | | 01/2026 | | 7 | | | 7 | | | — | | | 7 | | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 4,202 | | | 4,202 | | | 0.2 | | | 4,076 | | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 1,068 | | | 1,104 | | | 0.1 | | | 1,024 | | |
| Jensen Hughes, Inc.#+ | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 915 | | | 931 | | | — | | | 889 | | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 440 | | | 455 | | | — | | | 427 | | |
| Jensen Hughes, Inc.#+ | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 281 | | | 284 | | | — | | | 272 | | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 219 | | | 219 | | | — | | | 212 | | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 03/2024 | | 117 | | | 117 | | | — | | | 113 | | |
| MRI Software LLC~ | One stop | | L + 5.50% | (c) | | 6.54% | | 02/2026 | | 14,559 | | | 14,425 | | | 0.6 | | | 14,268 | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (3) | | | — | | | (5) | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (1) | | | — | | | (3) | | |
| | | | | | | | | | | 52,838 | | | 52,614 | | | 2.2 | | | 52,310 | | |
See Notes to Consolidated Financial Statements.
10
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Chemicals, Plastics and Rubber | | | | | | | | | | | | | | | | | |
| Flexan, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2021 | | $ | 8,473 | | | $ | 8,460 | | | 0.4 | | % | $ | 8,473 | | |
| Flexan, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2021 | | 3,281 | | | 3,277 | | | 0.1 | | | 3,281 | | |
| Flexan, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2021 | | 2,353 | | | 2,350 | | | 0.1 | | | 2,353 | | |
| Flexan, LLC^# | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2021 | | 1,543 | | | 1,542 | | | 0.1 | | | 1,543 | | |
| Flexan, LLC | One stop | | L + 5.25% | (a) | | 6.25% | | 02/2021 | | 526 | | | 524 | | | — | | | 526 | | |
| Inhance Technologies Holdings LLC# | One stop | | L + 6.00% | (c) | | 7.43% | | 07/2024 | | 12,735 | | | 12,862 | | | 0.5 | | | 11,802 | | |
| Inhance Technologies Holdings LLC | One stop | | L + 5.50% | (b) | | 6.94% | | 07/2024 | | 1,935 | | | 1,922 | | | 0.1 | | | 1,793 | | |
| Inhance Technologies Holdings LLC | One stop | | L + 6.00% | (c) | | 7.08% | | 07/2024 | | 80 | | | 80 | | | — | | | 64 | | |
| Inhance Technologies Holdings LLC | One stop | | L + 6.00% | | | N/A(6) | | 07/2024 | | — | | | 30 | | | — | | | — | | |
| | | | | | | | | | | 30,926 | | | 31,047 | | | 1.3 | | | 29,835 | | |
| Containers, Packaging and Glass | | | | | | | | | | | | | | | | | |
| AmerCareRoyal LLC+(8)(9) | Senior loan | | L + 5.00% | (a) | | 6.00% | | 11/2025 | | 845 | | | 837 | | | 0.1 | | | 811 | | |
| AmerCareRoyal LLC+(8)(9) | Senior loan | | L + 5.00% | (a) | | 6.00% | | 11/2025 | | 153 | | | 151 | | | — | | | 147 | | |
| Fortis Solutions Group LLC+ | Senior loan | | L + 5.00% | (a) | | 6.00% | | 12/2023 | | 1,590 | | | 1,576 | | | 0.1 | | | 1,590 | | |
| Fortis Solutions Group LLC+ | Senior loan | | L + 5.00% | (a) | | 6.00% | | 12/2023 | | 634 | | | 628 | | | — | | | 634 | | |
| Fortis Solutions Group LLC+ | Senior loan | | L + 5.00% | (a) | | 6.00% | | 12/2023 | | 609 | | | 603 | | | — | | | 609 | | |
| Fortis Solutions Group LLC | Senior loan | | L + 5.00% | (a) | | 6.00% | | 12/2023 | | 20 | | | 20 | | | — | | | 20 | | |
| | | | | | | | | | | 3,851 | | | 3,815 | | | 0.2 | | | 3,811 | | |
| Diversified/Conglomerate Manufacturing | | | | | | | | | | | | | | | | | |
| Blackbird Purchaser, Inc. *+~ | Senior loan | | L + 4.50% | (c)(f) | | 4.81% | | 04/2026 | | 15,570 | | | 15,853 | | | 0.6 | | | 14,792 | | |
| Blackbird Purchaser, Inc. (5) | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2024 | | — | | | (1) | | | — | | | (12) | | |
| Blackbird Purchaser, Inc. (5) | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2026 | | — | | | 21 | | | — | | | (24) | | |
| Chase Industries, Inc.+~ | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2025 | | 12,059 | | | 12,186 | | | 0.4 | | | 9,631 | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2025 | | 985 | | | 1,022 | | | — | | | 787 | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2023 | | 354 | | | 358 | | | — | | | 282 | | |
| Inventus Power, Inc.^*+ | One stop | | L + 6.00% | (a) | | 7.00% | | 04/2021 | | 14,400 | | | 13,875 | | | 0.6 | | | 14,400 | | |
| Inventus Power, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2021 | | — | | | (23) | | | — | | | — | | |
| Madison Safety & Flow LLC+ | Senior loan | | L + 4.50% | (a) | | 4.68% | | 03/2025 | | 500 | | | 499 | | | — | | | 490 | | |
| Madison Safety & Flow LLC | Senior loan | | L + 4.50% | (a) | | N/A(6) | | 03/2025 | | — | | | — | | | — | | | — | | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc+~ | Senior loan | | L + 4.00% | (a) | | 4.18% | | 07/2025 | | 23,699 | | | 23,934 | | | 1.0 | | | 23,224 | | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc | Senior loan | | L + 4.00% | (c) | | 4.82% | | 07/2023 | | 36 | | | 36 | | | — | | | 34 | | |
| PetroChoice Holdings, Inc.^# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 08/2022 | | 3,284 | | | 3,292 | | | 0.1 | | | 3,153 | | |
| Protective Industrial Products, Inc.+ | Senior loan | | L + 4.50% | (c) | | 5.19% | | 01/2024 | | 995 | | | 986 | | | — | | | 995 | | |
| Reladyne, Inc.^*# | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 32,949 | | | 33,199 | | | 1.4 | | | 31,961 | | |
| Reladyne, Inc.~ | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 3,491 | | | 3,558 | | | 0.1 | | | 3,387 | | |
| Reladyne, Inc.^# | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 1,890 | | | 1,926 | | | 0.1 | | | 1,834 | | |
| Reladyne, Inc. | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 1,724 | | | 1,777 | | | 0.1 | | | 1,672 | | |
| Reladyne, Inc.#~ | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 1,629 | | | 1,660 | | | 0.1 | | | 1,580 | | |
| Reladyne, Inc.# | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 1,550 | | | 1,597 | | | 0.1 | | | 1,503 | | |
| Reladyne, Inc.#~ | Senior loan | | L + 5.00% | (d) | | 6.09% | | 07/2022 | | 743 | | | 756 | | | — | | | 721 | | |
| Togetherwork Holdings, LLC*# | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 15,604 | | | 15,754 | | | 0.6 | | | 14,823 | | |
| Togetherwork Holdings, LLC+~ | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 1,808 | | | 1,874 | | | 0.1 | | | 1,717 | | |
| Togetherwork Holdings, LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 1,755 | | | 1,816 | | | 0.1 | | | 1,667 | | |
See Notes to Consolidated Financial Statements.
11
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Manufacturing - (continued) | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC*# | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | $ | 1,711 | | | $ | 1,772 | | | 0.1 | | % | $ | 1,625 | | |
| Togetherwork Holdings, LLC+~ | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 1,652 | | | 1,686 | | | 0.1 | | | 1,570 | | |
| Togetherwork Holdings, LLC*+ | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 1,593 | | | 1,650 | | | 0.1 | | | 1,513 | | |
| Togetherwork Holdings, LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 1,485 | | | 1,536 | | | 0.1 | | | 1,410 | | |
| Togetherwork Holdings, LLC*# | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 1,215 | | | 1,235 | | | — | | | 1,155 | | |
| Togetherwork Holdings, LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 670 | | | 693 | | | — | | | 636 | | |
| Togetherwork Holdings, LLC+ | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 448 | | | 444 | | | — | | | 426 | | |
| Togetherwork Holdings, LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2024 | | 300 | | | 298 | | | — | | | 286 | | |
| Togetherwork Holdings, LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 64 | | | 67 | | | — | | | 61 | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2025 | | 59 | | | 62 | | | — | | | 57 | | |
| | | | | | | | | | | 144,222 | | | 145,398 | | | 5.8 | | | 137,356 | | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | | |
| 3ES Innovation, Inc.+~(8)(12) | One stop | | L + 5.75% | (c) | | 7.48% | | 05/2025 | | 13,796 | | | 14,053 | | | 0.6 | | | 13,105 | | |
| 3ES Innovation, Inc.(5)(8)(12) | One stop | | L + 5.75% | | | N/A(6) | | 05/2025 | | — | | | (2) | | | — | | | (10) | | |
| Accela, Inc.*# | One stop | | L + 4.90% | (a) | | 4.25% cash/1.65% PIK | | 09/2023 | | 4,461 | | | 4,461 | | | 0.2 | | | 4,326 | | |
| Accela, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 09/2023 | | — | | | — | | | — | | | (4) | | |
| Acquia, Inc.!~ | One stop | | L + 7.00% | (c) | | 8.00% | | 10/2025 | | 7,118 | | | 7,055 | | | 0.3 | | | 7,118 | | |
| Acquia, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 10/2025 | | — | | | — | | | — | | | — | | |
| Agility Recovery Solutions Inc.^*# | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2023 | | 22,443 | | | 22,578 | | | 0.9 | | | 21,995 | | |
| Agility Recovery Solutions Inc. | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2023 | | 902 | | | 898 | | | — | | | 882 | | |
| Apptio, Inc. !~ | One stop | | L + 7.25% | (d) | | 8.25% | | 01/2025 | | 57,009 | | | 57,763 | | | 2.4 | | | 57,009 | | |
| Apptio, Inc. (5) | One stop | | L + 7.25% | | | N/A(6) | | 01/2025 | | — | | | (1) | | | — | | | — | | |
| Arch Global CCT Holdings Corp.#+~ | Senior loan | | L + 4.75% | (c) | | 5.82% | | 04/2026 | | 4,154 | | | 4,191 | | | 0.2 | | | 3,822 | | |
| Arch Global CCT Holdings Corp.(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 04/2025 | | — | | | — | | | — | | | (6) | | |
| Arch Global CCT Holdings Corp.(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 04/2026 | | — | | | — | | | — | | | (7) | | |
| Astute Holdings, Inc. ! | One stop | | L + 6.00% | (c) | | 7.07% | | 04/2025 | | 10,853 | | | 11,024 | | | 0.5 | | | 10,853 | | |
| Astute Holdings, Inc. (5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2025 | | — | | | (1) | | | — | | | — | | |
| Astute Holdings, Inc. (5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2025 | | — | | | (2) | | | — | | | — | | |
| Aurora Lux Finco S.A.R.L.!(8)(13) | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | 998 | | | 974 | | | — | | | 898 | | |
| AutoQuotes, LLC! | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2024 | | 9,888 | | | 10,031 | | | 0.4 | | | 9,690 | | |
| AutoQuotes, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2024 | | 100 | | | 100 | | | — | | | 98 | | |
| Axiom Merger Sub Inc.!~ | One stop | | L + 5.25% | (c) | | 6.36% | | 04/2026 | | 5,861 | | | 5,917 | | | 0.3 | | | 5,861 | | |
| Axiom Merger Sub Inc.+~(8)(9) | One stop | | E + 5.50% | (g) | | 5.50% | | 04/2026 | | 2,416 | | | 2,439 | | | 0.1 | | | 2,408 | | |
| Axiom Merger Sub Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2026 | | 30 | | | 29 | | | — | | | 30 | | |
| Bazaarvoice, Inc.*#+~ | One stop | | L + 5.75% | (a)(c) | | 6.79% | | 02/2024 | | 48,249 | | | 49,050 | | | 2.1 | | | 48,249 | | |
| Bazaarvoice, Inc. | One stop | | L + 5.75% | (a)(c) | | 6.75% | | 02/2024 | | 400 | | | 397 | | | — | | | 400 | | |
| Bearcat Buyer, Inc.+~ | Senior loan | | L + 4.25% | (c) | | 4.56% | | 07/2026 | | 2,935 | | | 2,959 | | | 0.1 | | | 2,935 | | |
| Bearcat Buyer, Inc.~ | Senior loan | | L + 4.25% | (c) | | 4.56% | | 07/2026 | | 310 | | | 307 | | | — | | | 310 | | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | (c) | | 4.56% | | 07/2026 | | 165 | | | 166 | | | — | | | 165 | | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | — | | |
| Bullhorn, Inc.#+~ | One stop | | L + 5.50% | (d) | | 6.57% | | 10/2025 | | 67,472 | | | 66,594 | | | 2.8 | | | 66,123 | | |
| Bullhorn, Inc.(8)(9) | One stop | | L + 6.00% | (d) | | 6.70% | | 10/2025 | | 12,039 | | | 11,881 | | | 0.5 | | | 11,902 | | |
| Bullhorn, Inc.(8)(9) | One stop | | L + 5.75% | (d) | | 5.75% | | 10/2025 | | 4,834 | | | 4,771 | | | 0.2 | | | 4,818 | | |
See Notes to Consolidated Financial Statements.
12
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2025 | | $ | 239 | | | $ | 236 | | | — | | % | $ | 234 | | |
| Bullhorn, Inc. | One stop | | L + 5.50% | (d) | | 6.57% | | 10/2025 | | 78 | | | 77 | | | — | | | 77 | | |
| Bullhorn, Inc. | One stop | | L + 0.00% | (d) | | 6.57% | | 10/2025 | | 59 | | | 55 | | | — | | | 52 | | |
| Calabrio, Inc. !~ | One stop | | L + 6.50% | (c) | | 7.50% | | 06/2025 | | 24,880 | | | 24,895 | | | 1.1 | | | 24,880 | | |
| Calabrio, Inc. | One stop | | L + 6.50% | (a) | | 7.50% | | 06/2025 | | 72 | | | 72 | | | — | | | 72 | | |
| Centrify Corporation*# | One stop | | L + 8.25% | (c) | | 9.33% | | 08/2024 | | 23,299 | | | 23,339 | | | 1.0 | | | 22,367 | | |
| Centrify Corporation | One stop | | P + 7.25% | (f) | | 10.50% | | 08/2024 | | 200 | | | 202 | | | — | | | 192 | | |
| Clearwater Analytics, LLC^*# | One stop | | L + 5.50% | (d) | | 7.09% | | 09/2022 | | 16,458 | | | 16,454 | | | 0.7 | | | 16,458 | | |
| Clearwater Analytics, LLC* | One stop | | L + 5.50% | (d) | | 6.50% | | 09/2022 | | 6,056 | | | 6,090 | | | 0.3 | | | 6,056 | | |
| Clearwater Analytics, LLC+ | One stop | | L + 5.50% | (d) | | 6.50% | | 09/2022 | | 992 | | | 976 | | | — | | | 992 | | |
| Clearwater Analytics, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 09/2022 | | — | | | (3) | | | — | | | — | | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a) | | 9.50% cash/0.50% PIK | | 05/2023 | | 4,209 | | | 4,246 | | | 0.2 | | | 4,188 | | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a) | | 9.50% cash/0.50% PIK | | 05/2023 | | 2,771 | | | 2,681 | | | 0.1 | | | 2,758 | | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a) | | 9.50% cash/0.50% PIK | | 05/2023 | | 1,468 | | | 1,484 | | | 0.1 | | | 1,460 | | |
| Cloudbees, Inc. | One stop | | L + 8.50% | | | N/A(6) | | 05/2023 | | — | | | — | | | — | | | — | | |
| Confluence Technologies, Inc.+~ | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2024 | | 45,117 | | | 44,865 | | | 1.9 | | | 44,666 | | |
| Confluence Technologies, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 03/2024 | | 69 | | | 68 | | | — | | | 66 | | |
| Connexin Software, Inc.!~ | One stop | | L + 8.50% | (a) | | 9.50% | | 02/2024 | | 7,550 | | | 7,621 | | | 0.3 | | | 7,550 | | |
| Connexin Software, Inc. | One stop | | L + 8.50% | (a) | | 9.50% | | 02/2024 | | 20 | | | 20 | | | — | | | 20 | | |
| Convercent, Inc. | One stop | | L + 9.00% | (c) | | 8.25% cash/2.75% PIK | | 12/2024 | | 2,776 | | | 2,701 | | | 0.1 | | | 2,810 | | |
| Convercent, Inc. | Subordinated debt | | N/A | | | 4.00% | | 11/2020 | | 138 | | | 138 | | | — | | | 164 | | |
| Convercent, Inc. | One stop | | L + 9.00% | (c) | | 8.25% cash/2.75% PIK | | 12/2024 | | 20 | | | 20 | | | — | | | 20 | | |
| Convercent, Inc. | One stop | | L + 6.25% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | | |
| Daxko Acquisition Corporation^*# | One stop | | L + 4.75% | (c) | | 5.75% | | 09/2023 | | 22,002 | | | 22,260 | | | 0.9 | | | 22,002 | | |
| Daxko Acquisition Corporation | One stop | | L + 4.75% | (a)(c) | | 5.75% | | 09/2023 | | 68 | | | 68 | | | — | | | 68 | | |
| Digital Guardian, Inc.! | One stop | | L + 9.50% | (c) | | 7.93% cash/3.00% PIK | | 06/2023 | | 8,666 | | | 8,973 | | | 0.4 | | | 8,963 | | |
| Digital Guardian, Inc. | Subordinated debt | | N/A | | | 8.00% PIK | | 06/2023 | | 9 | | | 7 | | | — | | | 9 | | |
| Digital Guardian, Inc. | One stop | | L + 5.00% | | | N/A(6) | | 06/2023 | | — | | | — | | | — | | | 2 | | |
| DISA Holdings Acquisition Subsidiary Corp.+~ | Senior loan | | L + 4.00% | (c) | | 5.26% | | 06/2022 | | 9,840 | | | 9,927 | | | 0.4 | | | 8,758 | | |
| DISA Holdings Acquisition Subsidiary Corp. | Senior loan | | L + 4.00% | (c) | | 5.00% | | 06/2022 | | 1,448 | | | 1,448 | | | 0.1 | | | 1,289 | | |
| DISA Holdings Acquisition Subsidiary Corp.(5) | Senior loan | | L + 4.00% | | | N/A(6) | | 06/2022 | | — | | | 3 | | | — | | | (38) | | |
| E2open, LLC*#+!~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2024 | | 86,120 | | | 87,042 | | | 3.6 | | | 84,398 | | |
| E2open, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2024 | | — | | | (5) | | | — | | | (10) | | |
| EGD Security Systems, LLC^*# | One stop | | L + 5.75% | (c) | | 7.10% | | 06/2023 | | 30,092 | | | 30,486 | | | 1.3 | | | 30,092 | | |
| EGD Security Systems, LLC | One stop | | L + 5.75% | (c) | | 6.99% | | 06/2023 | | 1,258 | | | 1,257 | | | 0.1 | | | 1,258 | | |
| EGD Security Systems, LLC# | One stop | | L + 5.75% | (c) | | 7.10% | | 06/2023 | | 644 | | | 665 | | | — | | | 644 | | |
| EGD Security Systems, LLC# | One stop | | L + 5.75% | (c) | | 7.10% | | 06/2023 | | 575 | | | 571 | | | — | | | 575 | | |
| EGD Security Systems, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 06/2023 | | — | | | (1) | | | — | | | — | | |
| EWC Growth Partners LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 916 | | | 898 | | | — | | | 824 | | |
| EWC Growth Partners LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 30 | | | 29 | | | — | | | 27 | | |
| EWC Growth Partners LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 18 | | | 18 | | | — | | | 16 | | |
| GS Acquisitionco, Inc.*#+!~ | One stop | | L + 5.75% | (c) | | 6.83% | | 05/2024 | | 54,184 | | | 54,603 | | | 2.3 | | | 54,184 | | |
| GS Acquisitionco, Inc.*# | One stop | | L + 5.75% | (c) | | 6.83% | | 05/2024 | | 12,788 | | | 13,110 | | | 0.5 | | | 12,788 | | |
See Notes to Consolidated Financial Statements.
13
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc.# | One stop | | L + 5.75% | (c) | | 6.83% | | 05/2024 | | $ | 3,294 | | | $ | 3,378 | | | 0.1 | | % | $ | 3,294 | | |
| GS Acquisitionco, Inc.+~ | One stop | | L + 5.75% | (c) | | 6.83% | | 05/2024 | | 3,040 | | | 3,118 | | | 0.1 | | | 3,040 | | |
| GS Acquisitionco, Inc.# | One stop | | L + 5.75% | (c) | | 6.83% | | 05/2024 | | 1,904 | | | 1,952 | | | 0.1 | | | 1,904 | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (d) | | 6.83% | | 05/2024 | | 90 | | | 88 | | | — | | | 90 | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (c)(d) | | 6.85% | | 05/2024 | | 75 | | | 75 | | | — | | | 75 | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 05/2024 | | — | | | — | | | — | | | — | | |
| HealthcareSource HR, Inc.*# | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 33,830 | | | 33,862 | | | 1.4 | | | 33,830 | | |
| HealthcareSource HR, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 05/2023 | | — | | | (2) | | | — | | | — | | |
| HealthEdge Software, Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 04/2026 | | 2,000 | | | 1,957 | | | 0.1 | | | 1,955 | | |
| HealthEdge Software, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | (1) | | |
| HealthEdge Software, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2026 | | — | | | (2) | | | — | | | (3) | | |
| HSI Halo Acquisition, Inc.+~ | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2026 | | 6,330 | | | 6,289 | | | 0.3 | | | 6,202 | | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2026 | | 311 | | | 305 | | | — | | | 297 | | |
| HSI Halo Acquisition, Inc. | One stop | | P + 4.75% | (f) | | 8.00% | | 09/2025 | | 64 | | | 63 | | | — | | | 62 | | |
| Hydraulic Authority III Limited~(8)(9)(10) | One stop | | L + 6.00% | (i)(j)(k) | | 7.00% | | 11/2025 | | 12,308 | | | 12,526 | | | 0.5 | | | 11,878 | | |
| Hydraulic Authority III Limited(8)(9)(10) | One stop | | N/A | | | 11.00% PIK | | 11/2028 | | 198 | | | 202 | | | — | | | 196 | | |
| Hydraulic Authority III Limited(8)(9)(10) | One stop | | L + 6.00% | (d) | | 7.00% | | 11/2025 | | 59 | | | 59 | | | — | | | 60 | | |
| ICIMS, Inc.!~ | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 14,355 | | | 14,560 | | | 0.6 | | | 14,355 | | |
| ICIMS, Inc.!~ | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 4,500 | | | 4,580 | | | 0.2 | | | 4,500 | | |
| ICIMS, Inc.(5) | One stop | | L + 6.50% | | | N/A(6) | | 09/2024 | | — | | | (1) | | | — | | | — | | |
| Imprivata, Inc.*#+~ | Senior loan | | L + 4.00% | (c) | | 5.00% | | 10/2023 | | 9,237 | | | 9,435 | | | 0.4 | | | 9,237 | | |
| Imprivata, Inc.(5) | Senior loan | | L + 4.00% | | | N/A(6) | | 10/2023 | | — | | | (1) | | | — | | | — | | |
| Infinisource, Inc.+~ | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 29,254 | | | 28,811 | | | 1.2 | | | 28,377 | | |
| Infinisource, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 111 | | | 110 | | | — | | | 108 | | |
| Infinisource, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | (2) | | | — | | | (5) | | |
| Infinisource, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | (3) | | | — | | | (9) | | |
| Infogix, Inc.*# | One stop | | L + 7.00% | (c) | | 8.00% | | 04/2024 | | 7,197 | | | 7,336 | | | 0.3 | | | 7,052 | | |
| Infogix, Inc.*+ | One stop | | L + 7.00% | (c) | | 7.30% | | 04/2024 | | 1,110 | | | 1,128 | | | — | | | 1,088 | | |
| Infogix, Inc. | One stop | | L + 7.00% | (c) | | 8.00% | | 04/2024 | | 90 | | | 91 | | | — | | | 88 | | |
| Property Brands, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 19,895 | | | 20,102 | | | 0.8 | | | 18,901 | | |
| Property Brands, Inc.+~ | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 13,702 | | | 13,576 | | | 0.6 | | | 13,016 | | |
| Property Brands, Inc.*# | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 6,669 | | | 6,787 | | | 0.3 | | | 6,336 | | |
| Property Brands, Inc.^~ | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 3,251 | | | 3,364 | | | 0.1 | | | 3,088 | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 1,428 | | | 1,475 | | | 0.1 | | | 1,356 | | |
| Property Brands, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 1,209 | | | 1,249 | | | 0.1 | | | 1,148 | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 1,191 | | | 1,233 | | | — | | | 1,132 | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 955 | | | 948 | | | — | | | 907 | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 502 | | | 520 | | | — | | | 478 | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 01/2024 | | 200 | | | 199 | | | — | | | 190 | | |
| Property Brands, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 01/2024 | | — | | | (2) | | | — | | | (175) | | |
| Integral Ad Science, Inc.!~ | One stop | | L + 7.25% | (c) | | 7.00% cash/1.25% PIK | | 07/2024 | | 15,832 | | | 16,031 | | | 0.7 | | | 15,515 | | |
| Integral Ad Science, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 07/2023 | | — | | | (3) | | | — | | | (6) | | |
| Integration Appliance, Inc.^*!~ | One stop | | L + 7.25% | (c) | | 9.43% | | 08/2023 | | 68,335 | | | 69,184 | | | 2.9 | | | 68,335 | | |
See Notes to Consolidated Financial Statements.
14
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | | |
| Integration Appliance, Inc. | One stop | | L + 7.25% | (a) | | 8.25% | | 08/2023 | | $ | 973 | | | $ | 969 | | | — | | % | $ | 973 | | |
| Internet Truckstop Group LLC*#! | One stop | | L + 5.50% | (c) | | 6.50% | | 04/2025 | | 22,644 | | | 23,254 | | | 0.9 | | | 22,192 | | |
| Internet Truckstop Group LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2025 | | — | | | (2) | | | — | | | (6) | | |
| Invoice Cloud, Inc.! | One stop | | L + 6.50% | (c) | | 4.25% cash/3.25% PIK | | 02/2024 | | 6,467 | | | 6,508 | | | 0.3 | | | 6,337 | | |
| Invoice Cloud, Inc. | One stop | | L + 7.75% | (c) | | 4.25% cash/3.25% PIK | | 02/2024 | | 2,168 | | | 2,167 | | | 0.1 | | | 2,120 | | |
| Invoice Cloud, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 02/2024 | | — | | | — | | | — | | | (2) | | |
| JAMF Holdings, Inc.!~ | One stop | | L + 7.00% | (c) | | 8.00% | | 11/2022 | | 13,559 | | | 13,746 | | | 0.6 | | | 13,559 | | |
| JAMF Holdings, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 11/2022 | | — | | | — | | | — | | | — | | |
| Kareo, Inc. | One stop | | L + 9.00% | (a) | | 10.00% | | 06/2022 | | 10,273 | | | 10,403 | | | 0.4 | | | 10,358 | | |
| Kareo, Inc.! | One stop | | L + 9.00% | (a) | | 10.00% | | 06/2022 | | 941 | | | 957 | | | — | | | 949 | | |
| Kareo, Inc. | One stop | | L + 9.00% | (a) | | 10.00% | | 06/2022 | | 753 | | | 767 | | | — | | | 759 | | |
| Kareo, Inc. | One stop | | P + 8.00% | (f) | | 11.25% | | 06/2022 | | 80 | | | 80 | | | — | | | 80 | | |
| Kaseya Traverse Inc!~ | One stop | | L + 7.00% | (c) | | 5.09% cash/3.00% PIK | | 05/2025 | | 35,799 | | | 36,814 | | | 1.5 | | | 35,799 | | |
| Kaseya Traverse Inc | One stop | | L + 7.00% | (d) | | 5.09% cash/3.00% PIK | | 05/2025 | | 505 | | | 523 | | | — | | | 505 | | |
| Kaseya Traverse Inc | One stop | | L + 6.50% | (c) | | 7.50% | | 05/2025 | | 181 | | | 180 | | | — | | | 177 | | |
| Kaseya Traverse Inc(5) | One stop | | L + 4.00% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | |
| Learn-it Systems, LLC! | Senior loan | | L + 4.50% | (c) | | 5.00% | | 03/2025 | | 2,547 | | | 2,603 | | | 0.1 | | | 2,445 | | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (c) | | 5.31% | | 03/2025 | | 345 | | | 344 | | | — | | | 331 | | |
| Learn-it Systems, LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 03/2025 | | — | | | — | | | — | | | (2) | | |
| Litera Bidco LLC+~ | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2026 | | 3,695 | | | 3,720 | | | 0.2 | | | 3,695 | | |
| Litera Bidco LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2026 | | 704 | | | 729 | | | — | | | 704 | | |
| Litera Bidco LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2026 | | 704 | | | 730 | | | — | | | 704 | | |
| Litera Bidco LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 60 | | | 60 | | | — | | | 60 | | |
| Maverick Bidco Inc.*#!~ | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2023 | | 39,565 | | | 39,806 | | | 1.7 | | | 39,565 | | |
| Maverick Bidco Inc.*# | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2023 | | 3,191 | | | 3,250 | | | 0.1 | | | 3,191 | | |
| Maverick Bidco Inc. | One stop | | L + 6.25% | (c) | | 7.32% | | 04/2023 | | 202 | | | 199 | | | — | | | 202 | | |
| MetricStream, Inc.! | One stop | | L + 7.00% | (c) | | 9.00% | | 05/2024 | | 9,131 | | | 9,215 | | | 0.4 | | | 9,196 | | |
| MetricStream, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 05/2024 | | — | | | — | | | — | | | 2 | | |
| MetricStream, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 04/2024 | | — | | | 10 | | | — | | | 14 | | |
| Mindbody, Inc.!~ | One stop | | L + 9.50% | (c) | | 9.00% cash/1.50% PIK | | 02/2025 | | 48,407 | | | 49,239 | | | 1.9 | | | 45,503 | | |
| Mindbody, Inc. | One stop | | L + 8.00% | (c) | | 9.07% | | 02/2025 | | 238 | | | 237 | | | — | | | 224 | | |
| Ministry Brands, LLC+ | Senior loan | | L + 4.00% | (c) | | 5.00% | | 12/2022 | | 1,449 | | | 1,468 | | | 0.1 | | | 1,362 | | |
| Ministry Brands, LLC+ | Senior loan | | L + 4.00% | (c) | | 5.00% | | 12/2022 | | 829 | | | 840 | | | — | | | 780 | | |
| Ministry Brands, LLC | Senior loan | | L + 4.00% | (c) | | 5.00% | | 12/2022 | | 378 | | | 390 | | | — | | | 355 | | |
| MSHC, Inc.+ | Senior loan | | L + 4.25% | (c) | | 5.25% | | 12/2024 | | 344 | | | 341 | | | — | | | 337 | | |
| MSHC, Inc. | Senior loan | | L + 4.25% | (c) | | 5.25% | | 12/2024 | | 9 | | | 9 | | | — | | | 8 | | |
| Namely, Inc.!~ | One stop | | L + 7.50% | (c) | | 8.25% cash/1.25% PIK | | 06/2024 | | 3,569 | | | 3,605 | | | 0.2 | | | 3,497 | | |
| Namely, Inc. | One stop | | L + 7.50% | (c) | | 8.25% cash/1.25% PIK | | 06/2024 | | 2,026 | | | 2,012 | | | 0.1 | | | 1,958 | | |
| Namely, Inc. | One stop | | L + 7.50% | (a) | | 8.25% cash/1.25% PIK | | 06/2024 | | 70 | | | 70 | | | — | | | 68 | | |
| Net Health Acquisition Corp.*# | One stop | | L + 5.50% | (c) | | 6.57% | | 12/2023 | | 8,576 | | | 8,685 | | | 0.4 | | | 8,576 | | |
| Net Health Acquisition Corp.+~ | One stop | | L + 5.50% | (c) | | 6.57% | | 12/2023 | | 6,862 | | | 6,990 | | | 0.3 | | | 6,862 | | |
| Net Health Acquisition Corp.*# | One stop | | L + 5.50% | (c) | | 6.57% | | 12/2023 | | 1,198 | | | 1,214 | | | 0.1 | | | 1,198 | | |
| Net Health Acquisition Corp.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2023 | | — | | | (2) | | | — | | | — | | |
See Notes to Consolidated Financial Statements.
15
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | | |
| Netsmart Technologies, Inc.(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 04/2021 | | $ | — | | | $ | (2) | | | — | | % | $ | (8) | | |
| Nextech Holdings, LLC+~ | One stop | | L + 5.50% | (a) | | 5.68% | | 06/2025 | | 4,022 | | | 4,091 | | | 0.2 | | | 3,780 | | |
| Nextech Holdings, LLC | One stop | | L + 5.50% | (a) | | 5.68% | | 06/2025 | | 500 | | | 497 | | | — | | | 464 | | |
| Nextech Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2025 | | — | | | (20) | | | — | | | (141) | | |
| Nexus Brands Group, Inc.*# | One stop | | L + 6.00% | (c) | | 7.00% | | 11/2023 | | 9,402 | | | 9,502 | | | 0.4 | | | 8,650 | | |
| Nexus Brands Group, Inc.+~(8)(9) | One stop | | L + 6.00% | (i)(k) | | 7.00% | | 11/2023 | | 7,163 | | | 7,290 | | | 0.3 | | | 6,504 | | |
| Nexus Brands Group, Inc.# | One stop | | L + 6.00% | (c) | | 7.00% | | 11/2023 | | 1,991 | | | 2,061 | | | 0.1 | | | 1,832 | | |
| Nexus Brands Group, Inc.#~ | One stop | | L + 6.00% | (c) | | 7.00% | | 11/2023 | | 1,441 | | | 1,491 | | | 0.1 | | | 1,326 | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 6.00% | (c) | | 7.00% | | 11/2023 | | 767 | | | 761 | | | — | | | 706 | | |
| Nexus Brands Group, Inc. | One stop | | L + 6.00% | (c)(d) | | 7.04% | | 11/2023 | | 60 | | | 61 | | | — | | | 44 | | |
| Nexus Brands Group, Inc.(5)(8)(9) | One stop | | L + 6.00% | | | N/A(6) | | 11/2023 | | — | | | (1) | | | — | | | — | | |
| Nexus Brands Group, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 11/2023 | | — | | | (1) | | | — | | | — | | |
| Nexus Brands Group, Inc.(5)(8)(9) | One stop | | L + 6.00% | | | N/A(6) | | 11/2023 | | — | | | (6) | | | — | | | (6) | | |
| Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH! | One stop | | P + 6.75% | (f) | | 8.25% cash/1.75% PIK | | 10/2024 | | 2,130 | | | 2,110 | | | 0.1 | | | 2,237 | | |
| Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH | One stop | | L + 6.00% | | | N/A(6) | | 10/2024 | | — | | | — | | | — | | | 1 | | |
| Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH | One stop | | L + 7.75% | | | N/A(6) | | 10/2024 | | — | | | — | | | — | | | 4 | | |
| PCS Intermediate II Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 01/2026 | | 14,529 | | | 14,394 | | | 0.6 | | | 14,239 | | |
| PCS Intermediate II Holdings, LLC | One stop | | L + 5.50% | (d) | | 6.68% | | 01/2026 | | 27 | | | 26 | | | — | | | 25 | | |
| Personify, Inc.*+ | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2024 | | 15,496 | | | 15,767 | | | 0.6 | | | 14,876 | | |
| Personify, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2024 | | 80 | | | 80 | | | — | | | 74 | | |
| PlanSource Holdings, Inc. !~ | One stop | | L + 6.25% | (d) | | 7.95% | | 04/2025 | | 11,416 | | | 11,549 | | | 0.5 | | | 11,416 | | |
| PlanSource Holdings, Inc. (5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2025 | | — | | | (1) | | | — | | | — | | |
| Project Power Buyer, LLC+~ | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2026 | | 11,525 | | | 11,745 | | | 0.5 | | | 11,525 | | |
| Project Power Buyer, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | |
| PT Intermediate Holdings III, LLC+~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2025 | | 29,850 | | | 29,440 | | | 1.2 | | | 27,462 | | |
| Qgenda Intermediate Holdings, LLC+ | One stop | | L + 5.00% | (c) | | 6.00% | | 06/2025 | | 15,316 | | | 15,335 | | | 0.7 | | | 15,316 | | |
| Qgenda Intermediate Holdings, LLC~ | One stop | | L + 5.00% | (c) | | 6.00% | | 06/2025 | | 995 | | | 986 | | | — | | | 995 | | |
| Qgenda Intermediate Holdings, LLC | One stop | | L + 5.00% | (c) | | 6.00% | | 06/2025 | | 200 | | | 198 | | | — | | | 200 | | |
| Recordxtechnologies, LLC+ | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 745 | | | 737 | | | — | | | 715 | | |
| Recordxtechnologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 41 | | | 40 | | | — | | | 38 | | |
| Recordxtechnologies, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2025 | | — | | | (2) | | | — | | | — | | |
| RegEd Aquireco, LLC+ | Senior loan | | L + 4.25% | (a) | | 5.25% | | 12/2024 | | 11,445 | | | 11,442 | | | 0.5 | | | 10,530 | | |
| RegEd Aquireco, LLC | Senior loan | | P + 3.25% | (a)(f) | | 5.72% | | 12/2024 | | 236 | | | 235 | | | — | | | 214 | | |
| RegEd Aquireco, LLC(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 12/2024 | | — | | | (5) | | | — | | | — | | |
| SnapLogic, Inc. | One stop | | L + 8.75% | (c) | | 5.75% cash/5.50% PIK | | 09/2024 | | 5,896 | | | 5,825 | | | 0.3 | | | 5,896 | | |
| SnapLogic, Inc. | One stop | | L + 8.75% | (c) | | 5.75% cash/5.50% PIK | | 09/2024 | | 60 | | | 60 | | | — | | | 60 | | |
| SnapLogic, Inc. | One stop | | L + 3.25% | | | N/A(6) | | 09/2024 | | — | | | — | | | — | | | — | | |
| Sontatype, Inc.! | One stop | | L + 6.75% | (d) | | 7.75% | | 12/2025 | | 850 | | | 842 | | | — | | | 850 | | |
| Sontatype, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 12/2025 | | — | | | (3) | | | — | | | — | | |
| Caliper Software, Inc.#!~ | One stop | | L + 5.50% | (c) | | 6.57% | | 11/2025 | | 28,004 | | | 28,468 | | | 1.1 | | | 26,884 | | |
| Caliper Software, Inc. | One stop | | L + 5.50% | (c) | | 5.81% | | 11/2023 | | 350 | | | 353 | | | — | | | 336 | | |
| Telesoft Holdings LLC~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2025 | | 907 | | | 888 | | | — | | | 907 | | |
See Notes to Consolidated Financial Statements.
16
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | | |
| Telesoft Holdings LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2025 | | $ | — | | | $ | (2) | | | — | | % | $ | — | | |
| TI Intermediate Holdings, LLC+ | Senior loan | | L + 4.50% | (c) | | 4.81% | | 12/2024 | | 3,526 | | | 3,587 | | | 0.1 | | | 3,385 | | |
| TI Intermediate Holdings, LLC | Senior loan | | L + 4.50% | (a) | | 4.68% | | 12/2024 | | 42 | | | 42 | | | — | | | 40 | | |
| Transact Holdings, Inc.+~ | Senior loan | | L + 4.75% | (a) | | 4.93% | | 04/2026 | | 3,087 | | | 3,131 | | | 0.1 | | | 2,809 | | |
| Transaction Data Systems, Inc.*#+!~ | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2021 | | 83,689 | | | 84,778 | | | 3.6 | | | 83,689 | | |
| Transaction Data Systems, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2021 | | 300 | | | 302 | | | — | | | 300 | | |
| Trintech, Inc.^*# | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2023 | | 22,417 | | | 22,781 | | | 1.0 | | | 22,417 | | |
| Trintech, Inc.^#! | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2023 | | 9,294 | | | 9,494 | | | 0.4 | | | 9,294 | | |
| Trintech, Inc. | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2023 | | 300 | | | 301 | | | — | | | 300 | | |
| True Commerce, Inc.^*#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 14,597 | | | 14,882 | | | 0.6 | | | 14,598 | | |
| True Commerce, Inc.+(8)(9) | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 2,582 | | | 2,679 | | | 0.1 | | | 2,576 | | |
| True Commerce, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 912 | | | 946 | | | — | | | 912 | | |
| True Commerce, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 150 | | | 149 | | | — | | | 150 | | |
| Upserve, Inc.!~ | One stop | | L + 8.00% | (e) | | 9.00% | | 07/2023 | | 6,141 | | | 6,198 | | | 0.3 | | | 5,834 | | |
| Upserve, Inc. | One stop | | L + 8.00% | (e) | | 9.00% | | 07/2023 | | 1,451 | | | 1,500 | | | 0.1 | | | 1,379 | | |
| Upserve, Inc.(5) | One stop | | L + 8.00% | | | N/A(6) | | 07/2023 | | — | | | — | | | — | | | (4) | | |
| Vector CS Midco Limited & Cloudsense Ltd.!~(8)(9)(10) | One stop | | L + 7.25% | (c) | | 5.30% cash/2.75% PIK | | 05/2024 | | 7,796 | | | 7,921 | | | 0.3 | | | 7,208 | | |
| Vector CS Midco Limited & Cloudsense Ltd.(8)(9)(10) | One stop | | L + 7.25% | (c) | | 5.30% cash/2.75% PIK | | 05/2024 | | 116 | | | 116 | | | — | | | 118 | | |
| Velocity Technology Solutions, Inc.*# | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2023 | | 18,323 | | | 18,625 | | | 0.8 | | | 18,324 | | |
| Velocity Technology Solutions, Inc. | One stop | | L + 6.00% | (d) | | 7.45% | | 12/2023 | | 100 | | | 99 | | | — | | | 100 | | |
| Vendavo, Inc.*!~ | One stop | | L + 6.50% | (c) | | 7.50% | | 10/2022 | | 35,458 | | | 35,415 | | | 1.5 | | | 35,458 | | |
| Vendavo, Inc. | One stop | | P + 5.25% | (f) | | 8.50% | | 10/2022 | | 1,579 | | | 1,576 | | | 0.1 | | | 1,579 | | |
| Verisys Corporation*# | One stop | | L + 7.75% | (c) | | 8.75% | | 01/2023 | | 8,489 | | | 8,629 | | | 0.4 | | | 8,235 | | |
| Verisys Corporation | One stop | | L + 7.75% | (c) | | 8.75% | | 01/2023 | | 40 | | | 39 | | | — | | | 38 | | |
| Workforce Software, LLC!~ | One stop | | L + 6.50% | (c) | | 7.50% | | 07/2025 | | 27,127 | | | 27,863 | | | 1.2 | | | 27,127 | | |
| Workforce Software, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 07/2025 | | — | | | (2) | | | — | | | — | | |
| | | | | | | | | | | 1,555,490 | | | 1,569,214 | | | 65.1 | | | 1,530,244 | | |
| Ecological | | | | | | | | | | | | | | | | | |
| Pace Analytical Services, LLC*#! | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 29,716 | | | 30,047 | | | 1.3 | | | 29,717 | | |
| Pace Analytical Services, LLC^# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 2,763 | | | 2,799 | | | 0.1 | | | 2,763 | | |
| Pace Analytical Services, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 1,656 | | | 1,706 | | | 0.1 | | | 1,656 | | |
| Pace Analytical Services, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 1,523 | | | 1,546 | | | 0.1 | | | 1,523 | | |
| Pace Analytical Services, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 1,267 | | | 1,279 | | | 0.1 | | | 1,267 | | |
| Pace Analytical Services, LLC^# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 1,225 | | | 1,262 | | | 0.1 | | | 1,225 | | |
| Pace Analytical Services, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 995 | | | 979 | | | — | | | 995 | | |
| Pace Analytical Services, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 678 | | | 688 | | | — | | | 678 | | |
| Pace Analytical Services, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 561 | | | 578 | | | — | | | 561 | | |
| Pace Analytical Services, LLC* | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2022 | | 188 | | | 194 | | | — | | | 188 | | |
| Pace Analytical Services, LLC | One stop | | L + 5.25% | (c) | | 6.60% | | 09/2022 | | 98 | | | 98 | | | — | | | 98 | | |
| WRE Holding Corp.*# | Senior loan | | L + 5.00% | (b)(c) | | 6.00% | | 01/2023 | | 2,282 | | | 2,322 | | | 0.1 | | | 2,236 | | |
| WRE Holding Corp.~ | Senior loan | | L + 5.00% | (b)(c) | | 6.00% | | 01/2023 | | 942 | | | 974 | | | — | | | 923 | | |
| WRE Holding Corp. | Senior loan | | L + 5.00% | (b)(c) | | 6.00% | | 01/2023 | | 311 | | | 322 | | | — | | | 306 | | |
See Notes to Consolidated Financial Statements.
17
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Ecological - (continued) | | | | | | | | | | | | | | | | | |
| WRE Holding Corp. | Senior loan | | L + 5.00% | (a)(c) | | 6.00% | | 01/2023 | | $ | 54 | | | $ | 54 | | | — | | % | $ | 52 | | |
| | | | | | | | | | | 44,259 | | | 44,848 | | | 1.9 | | | 44,188 | | |
| Electronics | | | | | | | | | | | | | | | | | |
| Appriss Holdings, Inc.#+~ | One stop | | L + 5.50% | (a)(c)(d) | | 5.86% | | 06/2026 | | 25,032 | | | 25,768 | | | 1.1 | | | 24,532 | | |
| Appriss Holdings, Inc. | One stop | | L + 5.50% | (a) | | 5.68% | | 06/2025 | | 201 | | | 197 | | | — | | | 193 | | |
| Diligent Corporation*#+! | One stop | | L + 5.50% | (d) | | 6.57% | | 04/2022 | | 35,533 | | | 36,493 | | | 1.5 | | | 35,533 | | |
| Diligent Corporation*~ | One stop | | L + 5.50% | (d) | | 6.57% | | 04/2022 | | 25,671 | | | 25,532 | | | 1.1 | | | 25,671 | | |
| Diligent Corporation#~ | One stop | | L + 5.50% | (c) | | 6.95% | | 04/2022 | | 12,443 | | | 12,656 | | | 0.5 | | | 12,443 | | |
| Diligent Corporation^*# | One stop | | L + 5.50% | (d) | | 6.95% | | 04/2022 | | 11,222 | | | 11,480 | | | 0.5 | | | 11,222 | | |
| Diligent Corporation# | One stop | | L + 5.50% | (c)(d) | | 6.54% | | 04/2022 | | 1,260 | | | 1,259 | | | 0.1 | | | 1,260 | | |
| Diligent Corporation | One stop | | L + 5.50% | (c)(d) | | 6.50% | | 04/2022 | | 485 | | | 499 | | | — | | | 485 | | |
| Diligent Corporation | One stop | | L + 5.50% | (d) | | 6.50% | | 04/2022 | | 285 | | | 287 | | | — | | | 285 | | |
| Diligent Corporation~ | One stop | | L + 5.50% | (d) | | 6.57% | | 04/2022 | | 100 | | | 100 | | | — | | | 100 | | |
| Diligent Corporation~ | One stop | | L + 5.50% | (d) | | 6.57% | | 04/2022 | | 80 | | | 79 | | | — | | | 80 | | |
| Diligent Corporation | One stop | | L + 5.50% | (c)(d) | | 6.50% | | 04/2022 | | 39 | | | 38 | | | — | | | 39 | | |
| Diligent Corporation~ | One stop | | L + 5.50% | (d) | | 6.57% | | 04/2022 | | 35 | | | 35 | | | — | | | 35 | | |
| Diligent Corporation | One stop | | L + 5.50% | | | N/A(6) | | 04/2022 | | — | | | 19 | | | — | | | — | | |
| Episerver, Inc.!~(8)(9) | One stop | | E + 6.00% | (c)(d) | | 6.00% | | 10/2024 | | 20,593 | | | 20,923 | | | 0.8 | | | 19,774 | | |
| Episerver, Inc.#~ | One stop | | L + 5.75% | (c)(d) | | 6.75% | | 10/2024 | | 12,216 | | | 12,416 | | | 0.5 | | | 11,850 | | |
| Episerver, Inc. (5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2024 | | — | | | (2) | | | — | | | (12) | | |
| ES Acquisition LLC | One stop | | L + 5.00% | (c) | | 6.00% | | 11/2025 | | 663 | | | 651 | | | — | | | 655 | | |
| ES Acquisition, LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 90 | | | 87 | | | — | | | 91 | | |
| ES Acquisition LLC | One stop | | L + 5.00% | (c) | | 6.04% | | 11/2025 | | 58 | | | 57 | | | — | | | 57 | | |
| ES Acquisition, LLC | One stop | | L + 5.00% | (b) | | 6.22% | | 11/2025 | | 47 | | | 46 | | | — | | | 46 | | |
| ES Acquisition LLC | One stop | | L + 5.00% | (d) | | 6.07% | | 11/2025 | | 36 | | | 36 | | | — | | | 36 | | |
| ES Acquisition LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 11/2025 | | — | | | (1) | | | — | | | (2) | | |
| Gamma Technologies, LLC^*#! | One stop | | L + 4.75% | (a) | | 5.75% | | 06/2024 | | 47,092 | | | 47,433 | | | 2.0 | | | 46,620 | | |
| Gamma Technologies, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 06/2024 | | — | | | (1) | | | — | | | (2) | | |
| Red Dawn SEI Buyer, Inc.+ | Senior loan | | L + 4.25% | (c) | | 5.32% | | 11/2025 | | 754 | | | 745 | | | — | | | 724 | | |
| Red Dawn SEI Buyer, Inc. | Senior loan | | L + 4.25% | (a) | | 5.25% | | 11/2025 | | 111 | | | 110 | | | — | | | 107 | | |
| Red Dawn SEI Buyer, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 11/2025 | | — | | | (1) | | | — | | | (5) | | |
| Silver Peak Systems, Inc. ! | One stop | | L + 7.00% | (a) | | 9.00% | | 04/2024 | | 5,998 | | | 6,015 | | | 0.3 | | | 6,063 | | |
| Silver Peak Systems, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 04/2024 | | — | | | — | | | — | | | 2 | | |
| Sovos Compliance*+ | One stop | | L + 4.75% | (a) | | 5.75% | | 04/2024 | | 19,614 | | | 20,194 | | | 0.8 | | | 19,614 | | |
| Sovos Compliance! | Second lien | | N/A | | | 12.00% PIK | | 04/2025 | | 9,675 | | | 9,927 | | | 0.4 | | | 9,675 | | |
| Sovos Compliance*# | One stop | | L + 4.75% | (a) | | 5.75% | | 04/2024 | | 1,903 | | | 1,960 | | | 0.1 | | | 1,903 | | |
| Sovos Compliance | Second lien | | N/A | | | 12.00% PIK | | 04/2025 | | 1,308 | | | 1,349 | | | 0.1 | | | 1,308 | | |
| Sovos Compliance*# | One stop | | L + 4.75% | (a) | | 5.75% | | 04/2024 | | 768 | | | 791 | | | — | | | 768 | | |
| Sovos Compliance | One stop | | L + 4.75% | (a) | | 5.75% | | 04/2024 | | 198 | | | 196 | | | — | | | 198 | | |
| Sovos Compliance | One stop | | L + 4.75% | (a) | | 5.75% | | 04/2024 | | 85 | | | 83 | | | — | | | 85 | | |
| Watchfire Enterprises, Inc. | Second lien | | L + 8.00% | (c) | | 9.06% | | 10/2021 | | 9,435 | | | 9,394 | | | 0.4 | | | 9,435 | | |
| | | | | | | | | | | 243,030 | | | 246,850 | | | 10.2 | | | 240,868 | | |
See Notes to Consolidated Financial Statements.
18
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Finance | | | | | | | | | | | | | | | | | |
| Institutional Shareholder Services*! | Senior loan | | L + 4.50% | (d) | | 5.57% | | 03/2026 | | $ | 18,823 | | | $ | 19,226 | | | 0.8 | | % | $ | 18,446 | | |
| Institutional Shareholder Services | Senior loan | | L + 4.50% | (c)(d) | | 5.32% | | 03/2024 | | 150 | | | 147 | | | — | | | 142 | | |
| | | | | | | | | | | 18,973 | | | 19,373 | | | 0.8 | | | 18,588 | | |
| Grocery | | | | | | | | | | | | | | | | | |
| Teasdale Quality Foods, Inc. | Senior loan | | L + 5.25% | (a) | | 6.25% | | 04/2021 | | 3,812 | | | 3,688 | | | 0.2 | | | 3,660 | | |
| Teasdale Quality Foods, Inc. | Senior loan | | L + 5.25% | (a) | | 6.25% | | 04/2021 | | 3,082 | | | 2,982 | | | 0.1 | | | 2,960 | | |
| Teasdale Quality Foods, Inc. | Senior loan | | L + 5.25% | (a) | | 6.25% | | 04/2021 | | 506 | | | 490 | | | — | | | 486 | | |
| Teasdale Quality Foods, Inc. | Senior loan | | L + 5.25% | (a) | | 6.25% | | 04/2021 | | 378 | | | 367 | | | — | | | 362 | | |
| Teasdale Quality Foods, Inc.+ | Senior loan | | L + 5.25% | (a) | | 6.25% | | 04/2021 | | 256 | | | 255 | | | — | | | 246 | | |
| Teasdale Quality Foods, Inc. | Senior loan | | L + 5.25% | (a) | | 6.25% | | 04/2021 | | 189 | | | 182 | | | — | | | 180 | | |
| | | | | | | | | | | 8,223 | | | 7,964 | | | 0.3 | | | 7,894 | | |
| Healthcare, Education and Childcare | | | | | | | | | | | | | | | | | |
| ACP Ulysses Buyer, Inc.+! | Senior loan | | L + 5.00% | (d) | | 6.07% | | 02/2026 | | 13,244 | | | 13,118 | | | 0.6 | | | 13,244 | | |
| Active Day, Inc.# | One stop | | L + 6.50% | (c)(d) | | 7.57% | | 12/2021 | | 24,632 | | | 24,861 | | | 0.9 | | | 20,936 | | |
| Active Day, Inc.^# | One stop | | L + 6.50% | (c)(d) | | 7.57% | | 12/2021 | | 1,901 | | | 1,921 | | | 0.1 | | | 1,616 | | |
| Active Day, Inc.*# | One stop | | L + 6.50% | (c)(d) | | 7.57% | | 12/2021 | | 1,225 | | | 1,239 | | | 0.1 | | | 1,041 | | |
| Active Day, Inc. | One stop | | L + 6.50% | (c)(d) | | 7.57% | | 12/2021 | | 976 | | | 1,001 | | | — | | | 829 | | |
| Active Day, Inc. | One stop | | L + 6.50% | (d) | | 7.57% | | 12/2021 | | 861 | | | 856 | | | — | | | 732 | | |
| Active Day, Inc.*# | One stop | | L + 6.50% | (c)(d) | | 7.57% | | 12/2021 | | 846 | | | 856 | | | — | | | 720 | | |
| Active Day, Inc. | One stop | | L + 6.50% | (d) | | 7.57% | | 44531 | | 102 | | | 102 | | | — | | | 86 | | |
| Active Day, Inc. | One stop | | L + 6.50% | (d) | | N/A(6) | | 12/2021 | | — | | | — | | | — | | | — | | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 8.25% | (c) | | 7.25% cash/2.00% PIK | | 03/2024 | | 7,131 | | | 7,166 | | | 0.3 | | | 6,989 | | |
| Acuity Eyecare Holdings, LLC# | One stop | | L + 8.25% | (c) | | 7.25% cash/2.00% PIK | | 03/2024 | | 5,990 | | | 6,064 | | | 0.3 | | | 5,871 | | |
| Acuity Eyecare Holdings, LLC~ | One stop | | L + 8.25% | (c) | | 7.25% cash/2.00% PIK | | 03/2024 | | 5,602 | | | 5,715 | | | 0.2 | | | 5,489 | | |
| Acuity Eyecare Holdings, LLC^~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2024 | | 3,268 | | | 3,377 | | | 0.1 | | | 3,202 | | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 8.25% | (c) | | 7.25% cash/2.00% PIK | | 03/2024 | | 791 | | | 815 | | | — | | | 775 | | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 8.25% | (c) | | 7.25% cash/2.00% PIK | | 03/2024 | | 197 | | | 188 | | | — | | | 189 | | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 8.25% | (c) | | 7.25% cash/2.00% PIK | | 03/2024 | | 149 | | | 148 | | | — | | | 147 | | |
| ADCS Clinics Intermediate Holdings, LLC*#! | One stop | | L + 5.75% | (d) | | 6.82% | | 05/2022 | | 41,983 | | | 42,460 | | | 1.7 | | | 40,722 | | |
| ADCS Clinics Intermediate Holdings, LLC*# | One stop | | L + 5.75% | (d) | | 6.82% | | 05/2022 | | 210 | | | 213 | | | — | | | 204 | | |
| ADCS Clinics Intermediate Holdings, LLC | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2022 | | 200 | | | 199 | | | — | | | 194 | | |
| ADCS Clinics Intermediate Holdings, LLC* | One stop | | L + 5.75% | (d) | | 6.82% | | 05/2022 | | 162 | | | 165 | | | — | | | 158 | | |
| ADCS Clinics Intermediate Holdings, LLC*# | One stop | | L + 5.75% | (d) | | 6.82% | | 05/2022 | | 62 | | | 63 | | | — | | | 60 | | |
| Advanced Pain Management Holdings, Inc.(7) | Senior loan | | L + 5.00% | (c) | | 6.25% | | 07/2020 | | 11,433 | | | 6,860 | | | 0.1 | | | 1,770 | | |
| Advanced Pain Management Holdings, Inc.(7) | Senior loan | | L + 8.50% | (c) | | 9.75% | | 07/2020 | | 4,082 | | | 7 | | | — | | | — | | |
| Advanced Pain Management Holdings, Inc.(7) | Senior loan | | L + 5.00% | (c) | | 6.25% | | 07/2020 | | 940 | | | 569 | | | — | | | 154 | | |
| Advanced Pain Management Holdings, Inc.(7) | Senior loan | | L + 5.00% | (c) | | 6.25% | | 07/2020 | | 782 | | | 469 | | | — | | | 121 | | |
| Agilitas USA, Inc.*# | One stop | | L + 5.50% | (c) | | 6.95% | | 04/2022 | | 10,127 | | | 10,161 | | | 0.4 | | | 9,621 | | |
| Agilitas USA, Inc. | One stop | | L + 5.50% | (c) | | 6.95% | | 04/2022 | | 100 | | | 100 | | | — | | | 96 | | |
| Apothecary Products, LLC+ | Senior loan | | L + 4.50% | (c) | | 6.28% | | 07/2023 | | 2,904 | | | 3,018 | | | 0.1 | | | 2,788 | | |
| Apothecary Products, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2023 | | 208 | | | 208 | | | — | | | 177 | | |
| Aspen Medical Products, LLC+~ | One stop | | L + 5.25% | (c) | | 6.45% | | 06/2025 | | 4,543 | | | 4,615 | | | 0.2 | | | 4,316 | | |
| Aspen Medical Products, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 17 | | | 16 | | | — | | | 16 | | |
See Notes to Consolidated Financial Statements.
19
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | | |
| Belmont Instrument, LLC+ | Senior loan | | L + 4.75% | (d) | | 5.82% | | 12/2023 | | $ | 5,270 | | | $ | 5,223 | | | 0.2 | | % | $ | 5,217 | | |
| BIO18 Borrower, LLC! | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 11,103 | | | 11,141 | | | 0.5 | | | 11,103 | | |
| BIO18 Borrower, LLC*# | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 3,973 | | | 3,937 | | | 0.2 | | | 3,974 | | |
| BIO18 Borrower, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 210 | | | 210 | | | — | | | 210 | | |
| BIO18 Borrower, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2024 | | — | | | (1) | | | — | | | — | | |
| BIOVT, LLC^*# | One stop | | L + 5.75% | (a) | | 6.75% | | 01/2021 | | 34,218 | | | 34,481 | | | 1.5 | | | 34,218 | | |
| BIOVT, LLC#~ | One stop | | L + 5.75% | (a) | | 6.75% | | 01/2021 | | 2,079 | | | 2,113 | | | 0.1 | | | 2,079 | | |
| BIOVT, LLC* | One stop | | L + 5.75% | (a) | | 6.75% | | 01/2021 | | 1,951 | | | 1,984 | | | 0.1 | | | 1,951 | | |
| BIOVT, LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 01/2021 | | 120 | | | 120 | | | — | | | 120 | | |
| BIOVT, LLC | One stop | | L + 5.75% | | | N/A(6) | | 01/2021 | | — | | | — | | | — | | | — | | |
| Blades Buyer, Inc.+~ | Senior loan | | L + 4.50% | (b)(c) | | 5.50% | | 08/2025 | | 3,829 | | | 3,849 | | | 0.2 | | | 3,829 | | |
| Blades Buyer, Inc. | Senior loan | | L + 4.50% | (d) | | 5.50% | | 08/2025 | | 978 | | | 972 | | | 0.1 | | | 978 | | |
| Blades Buyer, Inc. | Senior loan | | L + 4.50% | (a) | | 5.50% | | 08/2025 | | 46 | | | 44 | | | — | | | 46 | | |
| CMI Parent Inc.+~ | Senior loan | | L + 4.25% | (c) | | 5.25% | | 08/2025 | | 6,650 | | | 6,783 | | | 0.3 | | | 6,317 | | |
| CMI Parent Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 08/2025 | | — | | | (2) | | | — | | | (16) | | |
| CRH Healthcare Purchaser, Inc.+~ | Senior loan | | L + 4.50% | (c) | | 4.81% | | 12/2024 | | 13,079 | | | 13,248 | | | 0.6 | | | 13,079 | | |
| CRH Healthcare Purchaser, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | (1) | | | — | | | — | | |
| CRH Healthcare Purchaser, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | (2) | | | — | | | — | | |
| DCA Investment Holding, LLC^*#+ | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 31,490 | | | 31,763 | | | 1.3 | | | 29,285 | | |
| DCA Investment Holding, LLC^*#+!~ | One stop | | L + 5.25% | (d) | | 6.32% | | 07/2021 | | 27,283 | | | 27,619 | | | 1.1 | | | 25,372 | | |
| DCA Investment Holding, LLC*# | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 8,340 | | | 8,483 | | | 0.3 | | | 7,756 | | |
| DCA Investment Holding, LLC~ | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 4,044 | | | 4,141 | | | 0.2 | | | 3,761 | | |
| DCA Investment Holding, LLC# | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 3,678 | | | 3,767 | | | 0.2 | | | 3,420 | | |
| DCA Investment Holding, LLC | One stop | | L + 5.25% | (c) | | 6.37% | | 07/2021 | | 2,737 | | | 2,734 | | | 0.1 | | | 2,541 | | |
| DCA Investment Holding, LLC*# | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 2,518 | | | 2,579 | | | 0.1 | | | 2,342 | | |
| DCA Investment Holding, LLC# | One stop | | L + 5.25% | (d) | | 6.32% | | 07/2021 | | 1,253 | | | 1,269 | | | 0.1 | | | 1,166 | | |
| DCA Investment Holding, LLC*~ | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 298 | | | 301 | | | — | | | 276 | | |
| DCA Investment Holding, LLC*~ | One stop | | L + 5.25% | (c) | | 6.32% | | 07/2021 | | 92 | | | 94 | | | — | | | 86 | | |
| Deca Dental Management LLC^*# | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2021 | | 11,231 | | | 11,447 | | | 0.4 | | | 10,332 | | |
| Deca Dental Management LLC#~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2021 | | 1,374 | | | 1,401 | | | 0.1 | | | 1,265 | | |
| Deca Dental Management LLC+~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2021 | | 991 | | | 1,011 | | | — | | | 912 | | |
| Deca Dental Management LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2021 | | 735 | | | 755 | | | — | | | 677 | | |
| Deca Dental Management LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2021 | | 100 | | | 100 | | | — | | | 92 | | |
| Deca Dental Management LLC | One stop | | L + 6.00% | | | N/A(6) | | 12/2021 | | — | | | — | | | — | | | — | | |
| Elite Dental Partners LLC*#(7) | One stop | | L + 5.25% | (d) | | 6.32% | | 06/2023 | | 14,162 | | | 14,037 | | | 0.4 | | | 10,020 | | |
| Elite Dental Partners LLC(7) | One stop | | L + 5.25% | (d) | | 6.32% | | 06/2023 | | 1,878 | | | 1,865 | | | 0.1 | | | 1,328 | | |
| Elite Dental Partners LLC#(7) | One stop | | L + 5.25% | (d) | | 6.32% | | 06/2023 | | 1,760 | | | 1,748 | | | 0.1 | | | 1,245 | | |
| Elite Dental Partners LLC+~(7) | One stop | | L + 5.25% | (d) | | 6.32% | | 06/2023 | | 1,678 | | | 1,667 | | | 0.1 | | | 1,188 | | |
| Elite Dental Partners LLC#~(7) | One stop | | L + 5.25% | (d) | | 6.32% | | 06/2023 | | 1,609 | | | 1,599 | | | 0.1 | | | 1,138 | | |
| Elite Dental Partners LLC(7) | One stop | | L + 5.25% | (c)(d) | | 6.32% | | 06/2023 | | 200 | | | 199 | | | — | | | 142 | | |
| Elite Dental Partners LLC(7) | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 19 | | | 19 | | | — | | | 25 | | |
| ERG Buyer, LLC*# | One stop | | L + 5.50% | (c) | | 6.50% | | 05/2024 | | 19,182 | | | 19,130 | | | 0.7 | | | 15,346 | | |
| ERG Buyer, LLC | One stop | | P + 4.50% | (f) | | 7.75% | | 05/2024 | | 300 | | | 295 | | | — | | | 240 | | |
See Notes to Consolidated Financial Statements.
20
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | | |
| eSolutions, Inc.^*#+!~ | One stop | | L + 6.50% | (c) | | 7.50% | | 03/2022 | | $ | 73,662 | | | $ | 74,467 | | | 3.1 | | % | $ | 73,662 | | |
| eSolutions, Inc. | One stop | | L + 6.50% | (a) | | 7.50% | | 03/2022 | | 150 | | | 150 | | | — | | | 150 | | |
| Excelligence Learning Corporation^# | One stop | | L + 7.00% | (b)(c) | | 8.02% | | 04/2023 | | 10,229 | | | 9,945 | | | 0.3 | | | 7,672 | | |
| Eyecare Services Partners Holdings LLC+ | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 18,276 | | | 18,375 | | | 0.7 | | | 17,362 | | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 8,015 | | | 8,154 | | | 0.3 | | | 7,615 | | |
| Eyecare Services Partners Holdings LLC*# | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 7,021 | | | 7,149 | | | 0.3 | | | 6,670 | | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 5,166 | | | 5,189 | | | 0.2 | | | 4,907 | | |
| Eyecare Services Partners Holdings LLC*+ | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 2,398 | | | 2,440 | | | 0.1 | | | 2,277 | | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 1,539 | | | 1,567 | | | 0.1 | | | 1,462 | | |
| Eyecare Services Partners Holdings LLC*# | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 1,137 | | | 1,158 | | | 0.1 | | | 1,081 | | |
| Eyecare Services Partners Holdings LLC*# | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 1,002 | | | 1,020 | | | — | | | 952 | | |
| Eyecare Services Partners Holdings LLC*+ | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2023 | | 647 | | | 656 | | | — | | | 615 | | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (b)(c) | | 7.13% | | 05/2023 | | 400 | | | 398 | | | — | | | 380 | | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.~(8)(9)(11) | One stop | | L + 4.50% | (l) | | 5.69% | | 03/2027 | | 11,861 | | | 11,748 | | | 0.4 | | | 10,176 | | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(8)(9)(14) | One stop | | L + 4.50% | (l) | | 5.07% | | 03/2027 | | 81 | | | 78 | | | — | | | 60 | | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(5)(8)(14) | One stop | | L + 4.50% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | (8) | | |
| G & H Wire Company, Inc.^# | One stop | | L + 5.50% | (a) | | 6.50% | | 09/2023 | | 11,179 | | | 11,178 | | | 0.4 | | | 10,283 | | |
| G & H Wire Company, Inc. | One stop | | L + 5.50% | (c) | | 6.56% | | 09/2022 | | 140 | | | 140 | | | — | | | 128 | | |
| Immucor, Inc.+ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 06/2021 | | 3,567 | | | 3,611 | | | 0.2 | | | 3,460 | | |
| Joerns Healthcare, LLC^* | One stop | | L + 6.00% | (c) | | 7.00% | | 08/2024 | | 1,873 | | | 1,823 | | | 0.1 | | | 1,797 | | |
| Joerns Healthcare, LLC^* | One stop | | L + 6.00% | (c) | | 7.00% | | 08/2024 | | 1,800 | | | 1,770 | | | 0.1 | | | 1,728 | | |
| Katena Holdings, Inc.^# | One stop | | L + 6.00% | (c) | | 7.07% | | 06/2021 | | 12,763 | | | 12,855 | | | 0.5 | | | 12,252 | | |
| Katena Holdings, Inc.^# | One stop | | L + 6.00% | (c) | | 7.07% | | 06/2021 | | 1,247 | | | 1,256 | | | 0.1 | | | 1,197 | | |
| Katena Holdings, Inc.+ | One stop | | L + 6.00% | (c) | | 7.07% | | 06/2021 | | 932 | | | 926 | | | — | | | 895 | | |
| Katena Holdings, Inc.# | One stop | | L + 6.00% | (c) | | 7.07% | | 06/2021 | | 854 | | | 859 | | | — | | | 820 | | |
| Katena Holdings, Inc. | One stop | | L + 6.00% | (c) | | 7.00% | | 06/2021 | | 200 | | | 201 | | | — | | | 192 | | |
| Krueger-Gilbert Health Physics, LLC!~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 2,365 | | | 2,352 | | | 0.1 | | | 2,294 | | |
| Krueger-Gilbert Health Physics, LLC! | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 1,116 | | | 1,157 | | | 0.1 | | | 1,083 | | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 419 | | | 417 | | | — | | | 406 | | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 50 | | | 50 | | | — | | | 48 | | |
| Lombart Brothers, Inc.^*#~ | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2023 | | 29,027 | | | 29,375 | | | 1.2 | | | 27,577 | | |
| Lombart Brothers, Inc.^#(8)(9) | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2023 | | 3,125 | | | 3,163 | | | 0.1 | | | 2,969 | | |
| Lombart Brothers, Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 04/2023 | | 280 | | | 280 | | | — | | | 266 | | |
| Lombart Brothers, Inc.(8)(9) | One stop | | L + 6.25% | (a) | | 7.25% | | 04/2023 | | 50 | | | 49 | | | — | | | 46 | | |
| MD Now Holdings, Inc.+! | One stop | | L + 5.00% | (d) | | 6.07% | | 08/2024 | | 14,580 | | | 14,745 | | | 0.6 | | | 13,997 | | |
| MD Now Holdings, Inc. | One stop | | L + 5.00% | (d) | | 6.07% | | 08/2024 | | 622 | | | 621 | | | — | | | 536 | | |
| MD Now Holdings, Inc. | One stop | | L + 5.00% | (c) | | 6.00% | | 08/2024 | | 300 | | | 299 | | | — | | | 288 | | |
| MWD Management, LLC & MWD Services, Inc.#+ | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 7,034 | | | 7,023 | | | 0.3 | | | 6,612 | | |
| MWD Management, LLC & MWD Services, Inc.^# | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 4,529 | | | 4,614 | | | 0.2 | | | 4,257 | | |
| MWD Management, LLC & MWD Services, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2022 | | — | | | (1) | | | — | | | (10) | | |
| Oliver Street Dermatology Holdings, LLC#(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 19,296 | | | 17,701 | | | 0.4 | | | 10,257 | | |
| Oliver Street Dermatology Holdings, LLC*#(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 2,239 | | | 1,920 | | | 0.1 | | | 1,190 | | |
See Notes to Consolidated Financial Statements.
21
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | | |
| Oliver Street Dermatology Holdings, LLC(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | $ | 2,122 | | | $ | 1,937 | | | 0.1 | | % | $ | 1,128 | | |
| Oliver Street Dermatology Holdings, LLC^(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 1,606 | | | 1,377 | | | — | | | 854 | | |
| Oliver Street Dermatology Holdings, LLC*(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 1,419 | | | 1,216 | | | — | | | 755 | | |
| Oliver Street Dermatology Holdings, LLC*(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 1,235 | | | 1,059 | | | — | | | 657 | | |
| Oliver Street Dermatology Holdings, LLC^(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 962 | | | 825 | | | — | | | 511 | | |
| Oliver Street Dermatology Holdings, LLC*(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 834 | | | 715 | | | — | | | 443 | | |
| Oliver Street Dermatology Holdings, LLC(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 514 | | | 441 | | | — | | | 273 | | |
| Oliver Street Dermatology Holdings, LLC(7) | One stop | | L + 6.25% | (c)(f) | | 7.25% | | 05/2022 | | 291 | | | 268 | | | — | | | 155 | | |
| Oliver Street Dermatology Holdings, LLC^#(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 98 | | | 89 | | | — | | | 52 | | |
| Oliver Street Dermatology Holdings, LLC*#(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 88 | | | 81 | | | — | | | 48 | | |
| Oliver Street Dermatology Holdings, LLC^#(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 70 | | | 63 | | | — | | | 36 | | |
| Oliver Street Dermatology Holdings, LLC^#(7) | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2022 | | 64 | | | 59 | | | — | | | 34 | | |
| ONsite Mammography, LLC~ | One stop | | L + 6.25% | (d) | | 7.32% | | 11/2023 | | 7,668 | | | 7,709 | | | 0.3 | | | 7,361 | | |
| ONsite Mammography, LLC | One stop | | L + 6.25% | (c) | | 7.25% | | 11/2023 | | 100 | | | 102 | | | — | | | 96 | | |
| ONsite Mammography, LLC | One stop | | L + 6.25% | (c)(d) | | 7.29% | | 11/2023 | | 29 | | | 28 | | | — | | | 28 | | |
| Pinnacle Treatment Centers, Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 01/2023 | | 19,180 | | | 19,344 | | | 0.8 | | | 19,180 | | |
| Pinnacle Treatment Centers, Inc.* | One stop | | L + 6.25% | (c) | | 7.25% | | 01/2023 | | 7,813 | | | 7,747 | | | 0.3 | | | 7,813 | | |
| Pinnacle Treatment Centers, Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 01/2023 | | 1,574 | | | 1,580 | | | 0.1 | | | 1,574 | | |
| Pinnacle Treatment Centers, Inc.+~ | One stop | | L + 6.25% | (c) | | 7.25% | | 01/2023 | | 711 | | | 718 | | | — | | | 711 | | |
| Pinnacle Treatment Centers, Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 01/2023 | | 188 | | | 189 | | | — | | | 188 | | |
| Pinnacle Treatment Centers, Inc.^ | One stop | | L + 6.25% | (c) | | 7.25% | | 01/2023 | | 108 | | | 108 | | | — | | | 108 | | |
| Pinnacle Treatment Centers, Inc. | One stop | | P + 5.00% | (c)(f) | | 7.96% | | 01/2023 | | 81 | | | 81 | | | — | | | 81 | | |
| Pinnacle Treatment Centers, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 01/2023 | | — | | | (1) | | | — | | | — | | |
| PPT Management Holdings, LLC+ | One stop | | L + 6.75% | (c)(d) | | 7.32% cash/0.75% PIK | | 12/2022 | | 25,010 | | | 23,678 | | | 0.9 | | | 19,999 | | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (c)(d) | | 7.29% cash/0.75% PIK | | 12/2022 | | 418 | | | 392 | | | — | | | 334 | | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (c)(d) | | 7.32% cash/0.75% PIK | | 12/2022 | | 304 | | | 291 | | | — | | | 242 | | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (c)(d) | | 7.32% cash/0.75% PIK | | 12/2022 | | 180 | | | 172 | | | — | | | 144 | | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (c)(d) | | 7.32% cash/0.75% PIK | | 12/2022 | | 88 | | | 79 | | | — | | | 70 | | |
| Pyramid Healthcare, Inc.*+ | One stop | | L + 6.50% | (c) | | 7.50% | | 08/2020 | | 15,021 | | | 15,020 | | | 0.6 | | | 15,021 | | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c) | | 7.61% | | 08/2020 | | 462 | | | 462 | | | — | | | 462 | | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 08/2020 | | 334 | | | 336 | | | — | | | 334 | | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 08/2020 | | 292 | | | 292 | | | — | | | 292 | | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 08/2020 | | 112 | | | 112 | | | — | | | 112 | | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c) | | 7.66% | | 08/2020 | | 45 | | | 45 | | | — | | | 45 | | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | | | N/A(6) | | 08/2020 | | — | | | — | | | — | | | — | | |
| Riverchase MSO, LLC*# | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2022 | | 9,645 | | | 9,781 | | | 0.4 | | | 8,970 | | |
| Riverchase MSO, LLC | Senior loan | | L + 5.75% | (a) | | 6.75% | | 10/2022 | | 130 | | | 130 | | | — | | | 120 | | |
| RXH Buyer Corporation^*#! | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2021 | | 27,597 | | | 27,828 | | | 1.2 | | | 27,597 | | |
| RXH Buyer Corporation*# | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2021 | | 3,124 | | | 3,150 | | | 0.1 | | | 3,124 | | |
| RXH Buyer Corporation | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2021 | | 100 | | | 101 | | | — | | | 100 | | |
| SLMP, LLC^# | One stop | | L + 6.00% | (d) | | 7.07% | | 05/2023 | | 11,764 | | | 11,849 | | | 0.5 | | | 11,764 | | |
| SLMP, LLC^# | One stop | | L + 6.00% | (d) | | 7.07% | | 05/2023 | | 5,664 | | | 5,861 | | | 0.2 | | | 5,664 | | |
| SLMP, LLC | One stop | | L + 6.00% | (d) | | 7.07% | | 05/2023 | | 1,473 | | | 1,473 | | | 0.1 | | | 1,473 | | |
See Notes to Consolidated Financial Statements.
22
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | | |
| SLMP, LLC | Subordinated debt | | N/A | | | 7.50% PIK | | 05/2027 | | $ | 237 | | | $ | 242 | | | — | | % | $ | 237 | | |
| SLMP, LLC | One stop | | P + 5.00% | (f) | | 8.25% | | 05/2023 | | 100 | | | 99 | | | — | | | 100 | | |
| Summit Behavioral Healthcare, LLC^# | Senior loan | | L + 4.75% | (c) | | 5.75% | | 10/2023 | | 20,650 | | | 20,406 | | | 0.8 | | | 18,998 | | |
| Summit Behavioral Healthcare, LLC | Senior loan | | L + 4.75% | (c) | | 5.75% | | 10/2023 | | 431 | | | 433 | | | — | | | 396 | | |
| Summit Behavioral Healthcare, LLC | Senior loan | | L + 4.75% | (b)(c) | | 5.75% | | 10/2023 | | 300 | | | 296 | | | — | | | 276 | | |
| WHCG Management, LLC*# | Senior loan | | L + 4.75% | (c) | | 5.82% | | 03/2023 | | 16,109 | | | 16,213 | | | 0.7 | | | 15,465 | | |
| WHCG Management, LLC | Senior loan | | L + 4.75% | (c) | | 5.82% | | 03/2023 | | 5,641 | | | 5,600 | | | 0.2 | | | 5,415 | | |
| WHCG Management, LLC | Senior loan | | L + 4.75% | (c) | | 5.82% | | 03/2023 | | 1,989 | | | 1,981 | | | 0.1 | | | 1,909 | | |
| WHCG Management, LLC | Senior loan | | L + 4.75% | (c) | | 5.82% | | 03/2023 | | 339 | | | 336 | | | — | | | 325 | | |
| WHCG Management, LLC | Senior loan | | L + 4.75% | (a)(c) | | 5.82% | | 03/2023 | | 196 | | | 198 | | | — | | | 188 | | |
| | | | | | | | | | | 820,807 | | | 812,140 | | | 31.8 | | | 746,186 | | |
| Home and Office Furnishings, Housewares, and Durable Consumer | | | | | | | | | | | | | | | | | |
| 1A Smart Start LLC+~ | Senior loan | | L + 4.50% | (c) | | 5.57% | | 02/2022 | | 6,213 | | | 6,228 | | | 0.2 | | | 6,089 | | |
| CST Buyer Company^+~ | One stop | | L + 5.25% | (d) | | 6.32% | | 10/2025 | | 10,946 | | | 10,847 | | | 0.5 | | | 10,947 | | |
| CST Buyer Company | One stop | | L + 5.25% | (d) | | 6.32% | | 10/2025 | | 38 | | | 38 | | | — | | | 38 | | |
| Plano Molding Company, LLC^+ | One stop | | L + 7.50% | (c) | | 8.50% | | 05/2021 | | 14,637 | | | 14,613 | | | 0.5 | | | 11,709 | | |
| | | | | | | | | | | 31,834 | | | 31,726 | | | 1.2 | | | 28,783 | | |
| Hotels, Motels, Inns, and Gaming | | | | | | | | | | | | | | | | | |
| Davidson Hotel Company, LLC+ | One stop | | L + 5.25% | (a) | | 6.25% | | 07/2024 | | 8,480 | | | 8,425 | | | 0.3 | | | 5,936 | | |
| Davidson Hotel Company, LLC | One stop | | L + 5.25% | (a) | | 6.25% | | 07/2024 | | 1,072 | | | 1,072 | | | — | | | 751 | | |
| Davidson Hotel Company, LLC | One stop | | L + 5.25% | (a) | | 6.25% | | 07/2024 | | 100 | | | 100 | | | — | | | 70 | | |
| Davidson Hotel Company, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2024 | | — | | | (11) | | | — | | | — | | |
| | | | | | | | | | | 9,652 | | | 9,586 | | | 0.3 | | | 6,757 | | |
| Insurance | | | | | | | | | | | | | | | | | |
| Captive Resources Midco, LLC^*#+~ | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2025 | | 56,432 | | | 56,567 | | | 2.4 | | | 56,432 | | |
| Captive Resources Midco, LLC | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2025 | | 1,727 | | | 1,707 | | | 0.1 | | | 1,727 | | |
| Captive Resources Midco, LLC# | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2025 | | 1,443 | | | 1,430 | | | 0.1 | | | 1,443 | | |
| Integrity Marketing Acquisition, LLC+~ | Senior loan | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 2,477 | | | 2,478 | | | 0.1 | | | 2,477 | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c)(d) | | 6.86% | | 08/2025 | | 791 | | | 787 | | | — | | | 791 | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 479 | | | 476 | | | — | | | 479 | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c)(d) | | 6.75% | | 08/2025 | | 65 | | | 63 | | | — | | | 65 | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | | |
| J.S. Held Holdings, LLC#+~ | One stop | | L + 6.00% | (c)(f) | | 7.04% | | 07/2025 | | 4,698 | | | 4,687 | | | 0.2 | | | 4,698 | | |
| J.S. Held Holdings, LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2025 | | 72 | | | 66 | | | — | | | 72 | | |
| J.S. Held Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 07/2025 | | — | | | (17) | | | — | | | — | | |
| Orchid Underwriters Agency, LLC+~ | Senior loan | | L + 4.50% | (c) | | 5.57% | | 12/2024 | | 4,156 | | | 4,210 | | | 0.2 | | | 4,073 | | |
| Orchid Underwriters Agency, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | | |
| Orchid Underwriters Agency, LLC(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 12/2024 | | — | | | (1) | | | — | | | (19) | | |
| RSC Acquisition, Inc.+~ | One stop | | L + 5.50% | (c) | | 6.80% | | 10/2026 | | 25,796 | | | 25,287 | | | 1.1 | | | 25,796 | | |
| RSC Acquisition, Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2026 | | 25 | | | 17 | | | — | | | 25 | | |
| RSC Acquisition, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2026 | | — | | | (2) | | | — | | | — | | |
| | | | | | | | | | | 98,161 | | | 97,755 | | | 4.2 | | | 98,059 | | |
See Notes to Consolidated Financial Statements.
23
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Leisure, Amusement, Motion Pictures, Entertainment | | | | | | | | | | | | | | | | | |
| CR Fitness Holdings, LLC+~ | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2025 | | $ | 2,004 | | | $ | 2,016 | | | 0.1 | | % | $ | 1,843 | | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.25% | (a) | | 5.25% | | 07/2025 | | 269 | | | 263 | | | — | | | 201 | | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.25% | (a)(c) | | 5.25% | | 07/2025 | | 74 | | | 74 | | | — | | | 68 | | |
| EOS Fitness Opco Holdings, LLC*# | One stop | | L + 4.75% | (c) | | 5.75% | | 01/2025 | | 8,697 | | | 8,817 | | | 0.4 | | | 8,001 | | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 01/2025 | | 916 | | | 927 | | | — | | | 842 | | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 01/2025 | | 120 | | | 120 | | | — | | | 110 | | |
| PADI Holdco, Inc.*# | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2024 | | 21,852 | | | 22,069 | | | 0.8 | | | 18,574 | | |
| PADI Holdco, Inc.+~(8)(9) | One stop | | E + 5.75% | (g) | | 5.75% | | 04/2024 | | 20,728 | | | 21,048 | | | 0.7 | | | 17,001 | | |
| PADI Holdco, Inc.~ | One stop | | L + 5.75% | (c) | | 6.50% | | 04/2024 | | 801 | | | 794 | | | — | | | 681 | | |
| PADI Holdco, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 04/2023 | | 298 | | | 299 | | | — | | | 254 | | |
| PADI Holdco, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2024 | | 166 | | | 164 | | | — | | | 141 | | |
| Planet Fit Indy 10 LLC+ | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2025 | | 17,429 | | | 17,331 | | | 0.7 | | | 16,209 | | |
| Planet Fit Indy 10 LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2025 | | 2,325 | | | 2,377 | | | 0.1 | | | 2,162 | | |
| Planet Fit Indy 10 LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2025 | | 1,263 | | | 1,256 | | | 0.1 | | | 1,174 | | |
| Planet Fit Indy 10 LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2025 | | 200 | | | 200 | | | — | | | 186 | | |
| Self Esteem Brands, LLC^*# | Senior loan | | L + 4.25% | (d) | | 5.32% | | 02/2022 | | 45,841 | | | 46,257 | | | 1.9 | | | 43,549 | | |
| Self Esteem Brands, LLC | Senior loan | | P + 3.25% | (f) | | 6.50% | | 02/2022 | | 2,338 | | | 2,334 | | | 0.1 | | | 2,222 | | |
| Sunshine Sub, LLC#~ | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2024 | | 12,958 | | | 13,064 | | | 0.5 | | | 11,921 | | |
| Sunshine Sub, LLC# | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2024 | | 5,669 | | | 5,865 | | | 0.2 | | | 5,215 | | |
| Sunshine Sub, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2024 | | 20 | | | 19 | | | — | | | 4 | | |
| Teaching Company, The*# | One stop | | L + 4.75% | (c)(d) | | 5.75% | | 07/2023 | | 17,878 | | | 18,071 | | | 0.7 | | | 17,342 | | |
| Teaching Company, The | One stop | | L + 4.75% | (c)(d) | | 5.77% | | 07/2023 | | 90 | | | 90 | | | — | | | 84 | | |
| Titan Fitness, LLC*#+ | One stop | | L + 4.75% | (b)(c) | | 5.75% | | 02/2025 | | 30,394 | | | 30,860 | | | 1.2 | | | 27,962 | | |
| Titan Fitness, LLC | One stop | | L + 4.75% | (c) | | 6.19% | | 02/2025 | | 1,899 | | | 1,897 | | | 0.1 | | | 1,747 | | |
| Titan Fitness, LLC | One stop | | L + 4.75% | (c) | | 6.00% | | 02/2025 | | 474 | | | 472 | | | — | | | 434 | | |
| WBZ Investment LLC# | One stop | | L + 5.50% | (c) | | 6.54% | | 09/2024 | | 8,461 | | | 8,523 | | | 0.3 | | | 7,784 | | |
| WBZ Investment LLC | One stop | | L + 5.50% | (c) | | 6.54% | | 09/2024 | | 1,212 | | | 1,203 | | | 0.1 | | | 1,115 | | |
| WBZ Investment LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 09/2024 | | 842 | | | 873 | | | — | | | 776 | | |
| WBZ Investment LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 09/2024 | | 431 | | | 446 | | | — | | | 396 | | |
| WBZ Investment LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 09/2024 | | 80 | | | 80 | | | — | | | 72 | | |
| | | | | | | | | | | 205,729 | | | 207,809 | | | 8.0 | | | 188,070 | | |
| Oil and Gas | | | | | | | | | | | | | | | | | |
| Drilling Info Holdings, Inc.*#+~ | Senior loan | | L + 4.25% | (a) | | 4.43% | | 07/2025 | | 36,671 | | | 37,181 | | | 1.5 | | | 34,804 | | |
| Drilling Info Holdings, Inc.~ | Senior loan | | L + 4.50% | (a) | | 4.68% | | 07/2025 | | 17,385 | | | 16,936 | | | 0.7 | | | 16,690 | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2023 | | — | | | (2) | | | — | | | (10) | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2025 | | — | | | (6) | | | — | | | (52) | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2023 | | — | | | (3) | | | — | | | (4) | | |
| | | | | | | | | | | 54,056 | | | 54,106 | | | 2.2 | | | 51,428 | | |
| Personal and Non Durable Consumer Products (Mfg. Only) | | | | | | | | | | | | | | | | | |
| Georgica Pine Clothiers, LLC# | One stop | | L + 5.50% | (c)(d) | | 6.57% | | 11/2023 | | 10,400 | | | 10,518 | | | 0.4 | | | 9,568 | | |
| Georgica Pine Clothiers, LLC*# | One stop | | L + 5.50% | (c)(d) | | 6.59% | | 11/2023 | | 6,520 | | | 6,599 | | | 0.3 | | | 5,999 | | |
| Georgica Pine Clothiers, LLC+ | One stop | | L + 5.50% | (c)(d) | | 6.57% | | 11/2023 | | 1,009 | | | 1,000 | | | — | | | 928 | | |
See Notes to Consolidated Financial Statements.
24
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Personal and Non Durable Consumer Products (Mfg. Only) - (continued) | | | | | | | | | | | | | | | | | |
| Georgica Pine Clothiers, LLC^# | One stop | | L + 5.50% | (c)(d) | | 6.57% | | 11/2023 | | $ | 908 | | | $ | 920 | | | — | | % | $ | 835 | | |
| Georgica Pine Clothiers, LLC*# | One stop | | L + 5.50% | (c)(d) | | 6.57% | | 11/2023 | | 636 | | | 646 | | | — | | | 586 | | |
| Georgica Pine Clothiers, LLC | One stop | | L + 5.50% | (d) | | 6.55% | | 11/2023 | | 236 | | | 236 | | | — | | | 216 | | |
| IMPLUS Footwear, LLC+~ | One stop | | L + 7.75% | (c) | | 3.50% cash/5.25% PIK | | 04/2024 | | 30,639 | | | 31,067 | | | 1.2 | | | 27,574 | | |
| IMPLUS Footwear, LLC+~ | One stop | | L + 7.75% | (c) | | 3.50% cash/5.25% PIK | | 04/2024 | | 5,232 | | | 5,306 | | | 0.2 | | | 4,709 | | |
| IMPLUS Footwear, LLC* | One stop | | L + 7.75% | (c) | | 3.50% cash/5.25% PIK | | 04/2024 | | 754 | | | 779 | | | — | | | 679 | | |
| Orthotics Holdings, Inc.*# | One stop | | L + 6.00% | (e) | | 7.00% | | 07/2020 | | 11,676 | | | 11,676 | | | 0.5 | | | 10,742 | | |
| Orthotics Holdings, Inc.*#(8)(9) | One stop | | L + 6.00% | (e) | | 7.00% | | 07/2020 | | 1,914 | | | 1,914 | | | 0.1 | | | 1,761 | | |
| Orthotics Holdings, Inc. | One stop | | L + 6.00% | | | N/A(6) | | 07/2020 | | — | | | — | | | — | | | — | | |
| WU Holdco, Inc. #+~ | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 3,436 | | | 3,516 | | | 0.2 | | | 3,436 | | |
| WU Holdco, Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 392 | | | 393 | | | — | | | 384 | | |
| WU Holdco, Inc. | One stop | | L + 5.50% | (c) | | 5.80% | | 03/2025 | | 40 | | | 40 | | | — | | | 38 | | |
| | | | | | | | | | | 73,792 | | | 74,610 | | | 2.9 | | | 67,455 | | |
| Personal, Food and Miscellaneous Services | | | | | | | | | | | | | | | | | |
| Blue River Pet Care, LLC#+ | One stop | | L + 5.00% | (d) | | 6.07% | | 07/2026 | | 27,761 | | | 27,815 | | | 1.2 | | | 27,206 | | |
| Blue River Pet Care, LLC | One stop | | L + 5.00% | (a) | | 5.18% | | 07/2026 | | 1,268 | | | 1,174 | | | 0.1 | | | 1,056 | | |
| Blue River Pet Care, LLC | One stop | | L + 5.00% | (a)(d) | | 5.85% | | 08/2025 | | 275 | | | 271 | | | — | | | 267 | | |
| Captain D's, LLC^# | Senior loan | | L + 4.50% | (c)(d) | | 5.50% | | 12/2023 | | 14,257 | | | 14,303 | | | 0.6 | | | 13,971 | | |
| Captain D's, LLC | Senior loan | | L + 4.50% | (a)(c) | | 5.25% | | 12/2023 | | 120 | | | 121 | | | — | | | 118 | | |
| Encorevet Group LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2024 | | 250 | | | 248 | | | — | | | 245 | | |
| Encorevet Group LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2024 | | 112 | | | 112 | | | — | | | 110 | | |
| Encorevet Group LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2024 | | 58 | | | 57 | | | — | | | 57 | | |
| Encorevet Group LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 11/2024 | | 10 | | | 10 | | | — | | | 10 | | |
| Encorevet Group LLC(5) | Senior loan | | L + 5.00% | | | N/A(6) | | 11/2024 | | — | | | — | | | — | | | (1) | | |
| Encorevet Group LLC(5) | Senior loan | | L + 5.00% | | | N/A(6) | | 11/2024 | | — | | | (1) | | | — | | | (1) | | |
| Imperial Optical Midco Inc.~ | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 3,622 | | | 3,671 | | | 0.2 | | | 3,514 | | |
| Imperial Optical Midco Inc.* | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 2,824 | | | 2,803 | | | 0.1 | | | 2,740 | | |
| Imperial Optical Midco Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 1,920 | | | 1,970 | | | 0.1 | | | 1,862 | | |
| Imperial Optical Midco Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 1,250 | | | 1,282 | | | 0.1 | | | 1,213 | | |
| Imperial Optical Midco Inc.* | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 1,138 | | | 1,168 | | | 0.1 | | | 1,104 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 330 | | | 328 | | | — | | | 320 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 240 | | | 238 | | | — | | | 233 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 190 | | | 189 | | | — | | | 184 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 134 | | | 133 | | | — | | | 130 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 130 | | | 129 | | | — | | | 126 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 96 | | | 96 | | | — | | | 94 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 83 | | | 82 | | | — | | | 81 | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 36 | | | 35 | | | — | | | 35 | | |
| Imperial Optical Midco Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2023 | | — | | | — | | | — | | | (3) | | |
| Imperial Optical Midco Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2023 | | — | | | (5) | | | — | | | — | | |
| Midwest Veterinary Partners, LLC+ | One stop | | L + 6.00% | (c) | | 7.07% | | 07/2025 | | 4,285 | | | 4,216 | | | 0.2 | | | 4,285 | | |
| Midwest Veterinary Partners, LLC# | One stop | | L + 6.00% | (c) | | 7.07% | | 07/2025 | | 1,028 | | | 1,019 | | | — | | | 1,028 | | |
| Midwest Veterinary Partners, LLC | One stop | | L + 6.00% | (d) | | 7.00% | | 07/2025 | | 814 | | | 779 | | | — | | | 814 | | |
See Notes to Consolidated Financial Statements.
25
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Personal, Food and Miscellaneous Services - (continued) | | | | | | | | | | | | | | | | | |
| Midwest Veterinary Partners, LLC | One stop | | L + 6.00% | (a)(c) | | 7.00% | | 07/2025 | | $ | 148 | | | $ | 148 | | | — | | % | $ | 148 | | |
| NVA Holdings, Inc.~ | Senior loan | | L + 3.50% | (a) | | 3.69% | | 02/2026 | | 2,951 | | | 2,923 | | | 0.1 | | | 2,833 | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 7.00% | (a)(c)(d) | | 8.51% | | 05/2023 | | 4,933 | | | 4,933 | | | 0.2 | | | 4,871 | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 7.00% | (d)(f) | | 8.67% | | 05/2023 | | 90 | | | 90 | | | — | | | 88 | | |
| PPV Intermediate Holdings II, LLC | One stop | | N/A | | | 7.90% PIK | | 05/2023 | | 24 | | | 25 | | | — | | | 24 | | |
| PPV Intermediate Holdings II, LLC(5) | One stop | | L + 7.00% | | | N/A(6) | | 05/2023 | | — | | | (20) | | | — | | | (26) | | |
| Ruby Slipper Cafe LLC, The* | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 2,048 | | | 2,041 | | | 0.1 | | | 1,946 | | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (b)(c) | | 8.50% | | 01/2023 | | 415 | | | 429 | | | — | | | 394 | | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 30 | | | 30 | | | — | | | 29 | | |
| Southern Veterinary Partners, LLC*#~ | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 26,660 | | | 27,617 | | | 1.1 | | | 26,660 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 210 | | | 209 | | | — | | | 210 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 192 | | | 190 | | | — | | | 192 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2025 | | 181 | | | 179 | | | — | | | 181 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (c)(d) | | 7.00% | | 05/2025 | | 163 | | | 143 | | | — | | | 163 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2025 | | 142 | | | 140 | | | — | | | 142 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 126 | | | 125 | | | — | | | 126 | | |
| Southern Veterinary Partners, LLC# | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 121 | | | 120 | | | — | | | 121 | | |
| Southern Veterinary Partners, LLC# | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 119 | | | 118 | | | — | | | 119 | | |
| Southern Veterinary Partners, LLC# | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 113 | | | 112 | | | — | | | 113 | | |
| Southern Veterinary Partners, LLC# | One stop | | L + 6.00% | (c) | | 7.07% | | 05/2025 | | 111 | | | 110 | | | — | | | 111 | | |
| Southern Veterinary Partners, LLC | One stop | | L + 6.00% | (d) | | 7.00% | | 05/2025 | | 4 | | | 2 | | | — | | | 4 | | |
| Southern Veterinary Partners, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2023 | | — | | | (1) | | | — | | | — | | |
| Veterinary Specialists of North America, LLC*#! | Senior loan | | L + 4.50% | (a) | | 4.68% | | 04/2025 | | 41,758 | | | 43,251 | | | 1.8 | | | 41,758 | | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.50% | (a) | | 4.68% | | 04/2025 | | 10,288 | | | 10,283 | | | 0.4 | | | 10,288 | | |
| Veterinary Specialists of North America, LLC# | Senior loan | | L + 4.50% | (a) | | 4.68% | | 04/2025 | | 2,878 | | | 2,856 | | | 0.1 | | | 2,878 | | |
| Veterinary Specialists of North America, LLC* | Senior loan | | L + 4.50% | (a) | | 4.68% | | 04/2025 | | 1,449 | | | 1,502 | | | 0.1 | | | 1,449 | | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.50% | (a) | | 4.68% | | 04/2025 | | 834 | | | 831 | | | — | | | 834 | | |
| Wetzel's Pretzels, LLC*# | One stop | | L + 6.75% | (c) | | 7.75% | | 09/2021 | | 16,980 | | | 17,159 | | | 0.7 | | | 15,283 | | |
| Wetzel's Pretzels, LLC | One stop | | L + 6.75% | (c) | | 7.75% | | 09/2021 | | 100 | | | 101 | | | — | | | 90 | | |
| | | | | | | | | | | 175,299 | | | 177,889 | | | 7.3 | | | 171,827 | | |
| Printing and Publishing | | | | | | | | | | | | | | | | | |
| Brandmuscle, Inc. | Senior loan | | L + 4.75% | (d) | | 5.82% | | 12/2021 | | 8,115 | | | 8,110 | | | 0.3 | | | 7,459 | | |
| Brandmuscle, Inc.^# | Senior loan | | L + 5.00% | (c) | | 6.07% | | 12/2021 | | 1,130 | | | 1,145 | | | — | | | 1,046 | | |
| Brandmuscle, Inc.(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 12/2021 | | — | | | — | | | — | | | (6) | | |
| Messenger, LLC+~ | One stop | | L + 6.00% | (c)(f) | | 7.06% | | 08/2023 | | 9,076 | | | 9,167 | | | 0.4 | | | 8,441 | | |
| Messenger, LLC | One stop | | P + 5.00% | (f) | | 8.25% | | 08/2023 | | 50 | | | 50 | | | — | | | 46 | | |
| Messenger, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2023 | | — | | | (2) | | | — | | | — | | |
| | | | | | | | | | | 18,371 | | | 18,470 | | | 0.7 | | | 16,986 | | |
| Retail Stores | | | | | | | | | | | | | | | | | |
| 2nd Ave. LLC | One stop | | L + 5.50% | (d) | | 7.28% | | 09/2025 | | 5,930 | | | 5,839 | | | 0.2 | | | 5,337 | | |
| 2nd Ave. LLC | One stop | | L + 5.50% | (c)(d) | | 6.26% | | 09/2025 | | 50 | | | 50 | | | — | | | 45 | | |
| Batteries Plus Holding Corporation# | One stop | | L + 6.75% | (a) | | 7.75% | | 07/2022 | | 21,921 | | | 22,184 | | | 0.9 | | | 21,921 | | |
| Batteries Plus Holding Corporation | One stop | | P + 5.75% | (f) | | 9.00% | | 07/2022 | | 134 | | | 133 | | | — | | | 134 | | |
See Notes to Consolidated Financial Statements.
26
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Retail Stores - (continued) | | | | | | | | | | | | | | | | | |
| Boot Barn, Inc.#+~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 06/2023 | | $ | 16,776 | | | $ | 16,916 | | | 0.7 | | % | $ | 16,777 | | |
| Cycle Gear, Inc.^#+ | One stop | | L + 5.00% | (c) | | 6.00% | | 01/2024 | | 23,893 | | | 24,003 | | | 1.0 | | | 23,415 | | |
| DTLR, Inc.^*#+ | One stop | | L + 6.50% | (c) | | 7.50% | | 08/2022 | | 41,491 | | | 41,990 | | | 1.7 | | | 40,662 | | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 7.25% | | 12/2021 | | 9,321 | | | 9,143 | | | 0.3 | | | 7,922 | | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 7.25% | | 12/2021 | | 3,747 | | | 3,677 | | | 0.1 | | | 3,185 | | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 7.25% | | 12/2021 | | 1,928 | | | 1,893 | | | 0.1 | | | 1,639 | | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (a)(c)(d) | | 7.39% | | 12/2021 | | 1,150 | | | 1,129 | | | 0.1 | | | 972 | | |
| Elite Sportswear, L.P.* | Senior loan | | L + 6.25% | (c) | | 7.25% | | 12/2021 | | 639 | | | 630 | | | — | | | 544 | | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 7.25% | | 12/2021 | | 292 | | | 287 | | | — | | | 249 | | |
| Elite Sportswear, L.P.* | Senior loan | | L + 6.25% | (c) | | 7.25% | | 12/2021 | | 280 | | | 275 | | | — | | | 238 | | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c)(d) | | 7.71% | | 12/2021 | | 40 | | | 39 | | | — | | | 34 | | |
| Feeders Supply Company, LLC# | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2021 | | 8,590 | | | 8,670 | | | 0.4 | | | 8,590 | | |
| Feeders Supply Company, LLC | Subordinated debt | | N/A | | | 12.50% cash/7.00% PIK | | 04/2021 | | 150 | | | 152 | | | — | | | 150 | | |
| Feeders Supply Company, LLC | One stop | | L + 5.75% | | | N/A(6) | | 04/2021 | | — | | | — | | | — | | | — | | |
| Jet Equipment & Tools Ltd.+~(8)(9)(12) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 18,033 | | | 18,329 | | | 0.8 | | | 17,492 | | |
| Jet Equipment & Tools Ltd.*#(8)(12) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 12,395 | | | 12,649 | | | 0.5 | | | 12,396 | | |
| Jet Equipment & Tools Ltd.#+(8)(12) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 4,317 | | | 4,392 | | | 0.2 | | | 4,317 | | |
| Jet Equipment & Tools Ltd.~(8)(12) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 1,585 | | | 1,572 | | | 0.1 | | | 1,585 | | |
| Jet Equipment & Tools Ltd.(8)(12) | One stop | | P + 4.75% | (f) | | 8.00% | | 11/2024 | | 20 | | | 20 | | | — | | | 20 | | |
| Jet Equipment & Tools Ltd.(5)(8)(9)(12) | One stop | | L + 5.75% | | | N/A(6) | | 11/2024 | | — | | | (1) | | | — | | | — | | |
| Mills Fleet Farm Group LLC^*#+!~ | One stop | | L + 7.00% | (d) | | 7.84% cash/0.75% PIK | | 10/2024 | | 46,785 | | | 46,651 | | | 1.9 | | | 45,381 | | |
| Pet Holdings ULC^*#+!(8)(12) | One stop | | L + 5.50% | (c) | | 6.93% | | 07/2022 | | 46,760 | | | 47,687 | | | 1.9 | | | 44,422 | | |
| Pet Holdings ULC(8)(12) | One stop | | L + 5.50% | (c) | | 6.93% | | 07/2022 | | 300 | | | 299 | | | — | | | 286 | | |
| Pet Holdings ULC^*#+(8)(12) | One stop | | L + 5.50% | (c) | | 6.93% | | 07/2022 | | 242 | | | 243 | | | — | | | 228 | | |
| Pet Supplies Plus, LLC*+ | Senior loan | | L + 4.50% | (c) | | 5.64% | | 12/2024 | | 14,217 | | | 14,465 | | | 0.6 | | | 13,933 | | |
| Pet Supplies Plus, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 224 | | | 223 | | | — | | | 218 | | |
| PetPeople Enterprises, LLC^# | One stop | | L + 5.75% | (c) | | 6.82% | | 09/2023 | | 5,366 | | | 5,420 | | | 0.2 | | | 5,044 | | |
| PetPeople Enterprises, LLC# | One stop | | L + 5.75% | (c)(d) | | 6.90% | | 09/2023 | | 1,822 | | | 1,849 | | | 0.1 | | | 1,712 | | |
| PetPeople Enterprises, LLC | One stop | | L + 5.75% | (c)(d) | | 6.89% | | 09/2023 | | 40 | | | 41 | | | — | | | 34 | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC# | One stop | | L + 5.50% | (d) | | 6.57% | | 10/2024 | | 6,980 | | | 6,998 | | | 0.3 | | | 6,561 | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC# | One stop | | L + 5.50% | (d) | | 6.57% | | 10/2024 | | 1,713 | | | 1,774 | | | 0.1 | | | 1,609 | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | One stop | | L + 5.50% | (c)(f) | | 7.09% | | 10/2024 | | 85 | | | 84 | | | — | | | 79 | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2024 | | — | | | (1) | | | — | | | — | | |
| Vermont Aus Pty Ltd!~(8)(9)(11) | One stop | | L + 5.25% | (d) | | 5.84% | | 12/2024 | | 2,199 | | | 2,220 | | | 0.1 | | | 2,156 | | |
| Vermont Aus Pty Ltd(8)(9)(11) | One stop | | L + 5.25% | (d) | | 5.78% | | 12/2024 | | 81 | | | 82 | | | — | | | 79 | | |
| | | | | | | | | | | 299,496 | | | 302,006 | | | 12.3 | | | 289,366 | | |
| Telecommunications | | | | | | | | | | | | | | | | | |
| NetMotion Wireless Holdings, Inc.^*# | One stop | | L + 5.75% | (c) | | 6.75% | | 10/2021 | | 11,031 | | | 11,161 | | | 0.5 | | | 11,031 | | |
| NetMotion Wireless Holdings, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 10/2021 | | — | | | — | | | — | | | — | | |
| | | | | | | | | | | 11,031 | | | 11,161 | | | 0.5 | | | 11,031 | | |
| Textiles and Leather | | | | | | | | | | | | | | | | | |
| SHO Holding I Corporation!~ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 10/2022 | | 4,035 | | | 4,025 | | | 0.2 | | | 3,631 | | |
See Notes to Consolidated Financial Statements.
27
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Textiles and Leather - (continued) | | | | | | | | | | | | | | | | | |
| SHO Holding I Corporation | Senior loan | | L + 4.00% | (a) | | 4.18% | | 10/2021 | | $ | 96 | | | $ | 93 | | | — | | % | $ | 80 | | |
| SHO Holding I Corporation | Senior loan | | L + 4.00% | (a) | | 4.19% | | 10/2022 | | 50 | | | 49 | | | — | | | 50 | | |
| | | | | | | | | | | 4,181 | | | 4,167 | | | 0.2 | | | 3,761 | | |
| Utilities | | | | | | | | | | | | | | | | | |
| Arcos, LLC#~ | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2021 | | 13,849 | | | 13,985 | | | 0.6 | | | 13,849 | | |
| Arcos, LLC | One stop | | L + 5.25% | | | N/A(6) | | 02/2021 | | — | | | — | | | — | | | — | | |
| | | | | | | | | | | 13,849 | | | 13,985 | | | 0.6 | | | 13,849 | | |
| Total non-controlled/non-affiliate company debt investments | | | | | | | | | | $ | 4,319,392 | | | $ | 4,341,299 | | | $ | 176.1 | | % | $ | 4,135,337 | | |
| | | | | | | | | | | | | | | | | | |
| Equity investments (15)(16) | | | | | | | | | | | | | | | | | |
| Aerospace and Defense | | | | | | | | | | | | | | | | | |
| NTS Technical Systems | Common Stock | | N/A | | | N/A | | N/A | | 2 | | | $ | 1,506 | | | — | | % | $ | 290 | | |
| NTS Technical Systems | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 256 | | | — | | | 415 | | |
| NTS Technical Systems | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 128 | | | — | | | 235 | | |
| Whitcraft LLC | Common Stock | | N/A | | | N/A | | N/A | | 11 | | | 2,285 | | | 0.2 | | | 3,458 | | |
| | | | | | | | | | | | | 4,175 | | | 0.2 | | | 4,398 | | |
| Automobile | | | | | | | | | | | | | | | | | |
| Grease Monkey International, LLC | LLC units | | N/A | | | N/A | | N/A | | 803 | | | 1,304 | | | 0.1 | | | 2,007 | | |
| Polk Acquisition Corp. | LP interest | | N/A | | | N/A | | N/A | | 5 | | | 314 | | | — | | | 88 | | |
| Quick Quack Car Wash Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 508 | | | — | | | 402 | | |
| | | | | | | | | | | | | 2,126 | | | 0.1 | | | 2,497 | | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | | |
| Benihana, Inc. | LLC units | | N/A | | | N/A | | N/A | | 43 | | | 699 | | | — | | | 406 | | |
| C. J. Foods, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 75 | | | — | | | 576 | | |
| Cafe Rio Holding, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 602 | | | — | | | 652 | | |
| Global ID Corporation | LLC interest | | N/A | | | N/A | | N/A | | 5 | | | 603 | | | 0.1 | | | 749 | | |
| Hopdoddy Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 44 | | | 217 | | | — | | | 53 | | |
| Hopdoddy Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 20 | | | 61 | | | — | | | 15 | | |
| Mendocino Farms, LLC | Common Stock | | N/A | | | N/A | | N/A | | 169 | | | 770 | | | 0.1 | | | 737 | | |
| Purfoods, LLC | LLC interest | | N/A | | | N/A | | N/A | | 736 | | | 1,222 | | | 0.1 | | | 2,697 | | |
| Rubio's Restaurants, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 2 | | | 945 | | | — | | | — | | |
| SSRG Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 6 | | | 61 | | | — | | | 38 | | |
| Wood Fired Holding Corp. | LLC units | | N/A | | | N/A | | N/A | | 437 | | | 444 | | | — | | | 26 | | |
| Wood Fired Holding Corp. | LLC units | | N/A | | | N/A | | N/A | | 437 | | | — | | | — | | | — | | |
| | | | | | | | | | | | | 5,699 | | | 0.3 | | | 5,949 | | |
| Buildings and Real Estate | | | | | | | | | | | | | | | | | |
| Brooks Equipment Company, LLC | Common Stock | | N/A | | | N/A | | N/A | | 10 | | | 1,021 | | | 0.1 | | | 2,141 | | |
| Groundworks LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 151 | | | — | | | 144 | | |
| Groundworks LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 17 | | | — | | | 17 | | |
| | | | | | | | | | | | | 1,189 | | | 0.1 | | | 2,302 | | |
| Chemicals, Plastics and Rubber | | | | | | | | | | | | | | | | | |
| Flexan, LLC | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 137 | | | — | | | 187 | | |
| Flexan, LLC | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | — | | | — | | | — | | |
See Notes to Consolidated Financial Statements.
28
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Chemicals, Plastics and Rubber - (continued) | | | | | | | | | | | | | | | | | |
| Inhance Technologies Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | $ | 124 | | | — | | % | $ | 36 | | |
| | | | | | | | | | | | | 261 | | | — | | | 223 | | |
| Diversified/Conglomerate Manufacturing | | | | | | | | | | | | | | | | | |
| Inventus Power, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 372 | | | — | | | 35 | | |
| Inventus Power, Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 88 | | | — | | | 150 | | |
| Inventus Power, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 20 | | | — | | | 50 | | |
| Inventus Power, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | — | | | — | | | — | | |
| Reladyne, Inc. | LP units | | N/A | | | N/A | | N/A | | 1 | | | 931 | | | — | | | 467 | | |
| | | | | | | | | | | | | 1,411 | | | — | | | 702 | | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | | |
| Accela, Inc. | LLC units | | N/A | | | N/A | | N/A | | 670 | | | 418 | | | — | | | 88 | | |
| Agility Recovery Solutions Inc. | LLC units | | N/A | | | N/A | | N/A | | 97 | | | 604 | | | 0.1 | | | 758 | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 587 | | | 462 | | | — | | | 559 | | |
| Astute Holdings, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 294 | | | — | | | 350 | | |
| Calabrio, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 26 | | | 205 | | | — | | | 292 | | |
| Centrify Corporation | LP interest | | N/A | | | N/A | | N/A | | 1 | | | 690 | | | — | | | 248 | | |
| Centrify Corporation | LP interest | | N/A | | | N/A | | N/A | | 263 | | | — | | | — | | | — | | |
| Cloudbees, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 71 | | | 466 | | | — | | | 366 | | |
| Cloudbees, Inc. | Warrant | | N/A | | | N/A | | N/A | | 131 | | | 247 | | | — | | | 235 | | |
| Confluence Technologies, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 3 | | | 412 | | | — | | | 514 | | |
| Connexin Software, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 154 | | | 192 | | | — | | | 175 | | |
| Convercent, Inc. | Warrant | | N/A | | | N/A | | N/A | | 325 | | | 63 | | | — | | | 131 | | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 356 | | | 434 | | | — | | | 323 | | |
| Digital Guardian, Inc. | Warrant | | N/A | | | N/A | | N/A | | 122 | | | 225 | | | — | | | 211 | | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 74 | | | 142 | | | — | | | 128 | | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 67 | | | 123 | | | — | | | 140 | | |
| Digital Guardian, Inc. | Warrant | | N/A | | | N/A | | N/A | | 12 | | | 33 | | | — | | | 44 | | |
| DISA Holdings Acquisition Subsidiary Corp. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 154 | | | — | | | 387 | | |
| EWC Growth Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 12 | | | — | | | 11 | | |
| GS Acquisitionco, Inc. | LP interest | | N/A | | | N/A | | N/A | | 2 | | | 291 | | | — | | | 474 | | |
| HealthcareSource HR, Inc. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 621 | | | 0.1 | | | 726 | | |
| HSI Halo Acquisition, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 288 | | | — | | | 242 | | |
| HSI Halo Acquisition, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | | |
| Hydraulic Authority III Limited(8)(9)(10) | Preferred stock | | N/A | | | N/A | | N/A | | 284 | | | 384 | | | — | | | 388 | | |
| Hydraulic Authority III Limited(8)(9)(10) | Common Stock | | N/A | | | N/A | | N/A | | 6 | | | 43 | | | — | | | — | | |
| Property Brands, Inc. | LLC units | | N/A | | | N/A | | N/A | | 63 | | | 766 | | | 0.1 | | | 990 | | |
| Internet Truckstop Group LLC | LP interest | | N/A | | | N/A | | N/A | | 408 | | | 447 | | | — | | | 374 | | |
| Kareo, Inc. | Warrant | | N/A | | | N/A | | N/A | | 53 | | | 162 | | | — | | | 4 | | |
| Kareo, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 8 | | | — | | | 8 | | |
| Kareo, Inc. | Warrant | | N/A | | | N/A | | N/A | | 5 | | | 6 | | | — | | | 12 | | |
| Maverick Bidco Inc. | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 723 | | | — | | | 674 | | |
| MetricStream, Inc. | Warrant | | N/A | | | N/A | | N/A | | 168 | | | 263 | | | — | | | 193 | | |
| Namely, Inc. | Warrant | | N/A | | | N/A | | N/A | | 17 | | | 28 | | | — | | | 17 | | |
See Notes to Consolidated Financial Statements.
29
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | LP interest | | N/A | | | N/A | | N/A | | 1 | | | $ | 1,440 | | | 0.1 | | % | $ | 1,339 | | |
| Nexus Brands Group, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 547 | | | — | | | 354 | | |
| Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH | Warrant | | N/A | | | N/A | | N/A | | 4 | | | 9 | | | — | | | 11 | | |
| PCS Intermediate II Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 37 | | | 367 | | | — | | | 380 | | |
| Personify, Inc. | LLC units | | N/A | | | N/A | | N/A | | 639 | | | 828 | | | 0.1 | | | 802 | | |
| Pride Midco, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 2 | | | 2,594 | | | 0.1 | | | 2,704 | | |
| Project Alpha Intermediate Holding, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 964 | | | 0.1 | | | 1,140 | | |
| Project Alpha Intermediate Holding, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 202 | | | 329 | | | 0.1 | | | 947 | | |
| RegEd Aquireco, LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | 316 | | | — | | | 164 | | |
| RegEd Aquireco, LLC | LP interest | | N/A | | | N/A | | N/A | | 3 | | | 21 | | | — | | | — | | |
| SnapLogic, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 184 | | | 458 | | | — | | | 648 | | |
| SnapLogic, Inc. | Warrant | | N/A | | | N/A | | N/A | | 69 | | | 27 | | | — | | | 172 | | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 2,734 | | | 0.1 | | | 2,877 | | |
| Caliper Software, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 221 | | | 283 | | | — | | | 483 | | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 37 | | | — | | | 45 | | |
| Telesoft Holdings LLC | LP interest | | N/A | | | N/A | | N/A | | 6 | | | 6 | | | — | | | 5 | | |
| Vendavo, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1,017 | | | 1,017 | | | 0.1 | | | 1,515 | | |
| Verisys Corporation | LLC interest | | N/A | | | N/A | | N/A | | 579 | | | 712 | | | — | | | 457 | | |
| Vitalyst, LLC | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 61 | | | — | | | 46 | | |
| Vitalyst, LLC | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 7 | | | — | | | — | | |
| Workforce Software, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 973 | | | — | | | 330 | | |
| Xmatters, Inc. and Alarmpoint, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 474 | | | 494 | | | — | | | 574 | | |
| Xmatters, Inc. and Alarmpoint, Inc. | Warrant | | N/A | | | N/A | | N/A | | 84 | | | 64 | | | — | | | 30 | | |
| Xmatters, Inc. and Alarmpoint, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 20 | | | 26 | | | — | | | 25 | | |
| | | | | | | | | | | | | 23,520 | | | 1.0 | | | 24,110 | | |
| Ecological | | | | | | | | | | | | | | | | | |
| Pace Analytical Services, LLC | LLC units | | N/A | | | N/A | | N/A | | 6 | | | 700 | | | — | | | 884 | | |
| Electronics | | | | | | | | | | | | | | | | | |
| Appriss Holdings, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 174 | | | — | | | 167 | | |
| Diligent Corporation | Preferred stock | | N/A | | | N/A | | N/A | | 414 | | | 1,609 | | | 0.1 | | | 2,185 | | |
| Episerver, Inc. | LLC units | | N/A | | | N/A | | N/A | | 76 | | | 807 | | | — | | | 552 | | |
| ES Acquisition LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | 15 | | | — | | | 25 | | |
| Project Silverback Holdings Corp. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 6 | | | — | | | — | | |
| Red Dawn SEI Buyer, Inc. | LP interest | | N/A | | | N/A | | N/A | | 13 | | | 13 | | | — | | | 12 | | |
| Silver Peak Systems, Inc. | Warrant | | N/A | | | N/A | | N/A | | 67 | | | 27 | | | — | | | 67 | | |
| | | | | | | | | | | | | 2,651 | | | 0.1 | | | 3,008 | | |
| Healthcare, Education and Childcare | | | | | | | | | | | | | | | | | |
| Active Day, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 1,099 | | | — | | | 389 | | |
| Acuity Eyecare Holdings, LLC | LLC interest | | N/A | | | N/A | | N/A | | 1,158 | | | 1,334 | | | 0.1 | | | 1,266 | | |
| ADCS Clinics Intermediate Holdings, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 1,119 | | | — | | | 622 | | |
| ADCS Clinics Intermediate Holdings, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 6 | | | — | | | — | | |
| Aspen Medical Products, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 77 | | | — | | | 62 | | |
| BIO18 Borrower, LLC(17) | LLC units | | N/A | | | N/A | | N/A | | 591 | | | 1,190 | | | 0.1 | | | 1,500 | | |
See Notes to Consolidated Financial Statements.
30
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | | |
| BIOVT, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | $ | 1,223 | | | 0.1 | | % | $ | 1,755 | | |
| CMI Parent Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 240 | | | — | | | 249 | | |
| CMI Parent Inc. | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 3 | | | — | | | — | | |
| CRH Healthcare Purchaser, Inc. | LP interest | | N/A | | | N/A | | N/A | | 429 | | | 469 | | | — | | | 575 | | |
| DCA Investment Holding, LLC | LLC units | | N/A | | | N/A | | N/A | | 13,890 | | | 1,619 | | | 0.1 | | | 1,687 | | |
| DCA Investment Holding, LLC | LLC units | | N/A | | | N/A | | N/A | | 140 | | | 218 | | | — | | | — | | |
| Deca Dental Management LLC | LLC units | | N/A | | | N/A | | N/A | | 1,008 | | | 1,278 | | | — | | | 347 | | |
| Elite Dental Partners LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 737 | | | — | | | 23 | | |
| Encore GC Acquisition, LLC | LLC units | | N/A | | | N/A | | N/A | | 26 | | | 272 | | | — | | | 294 | | |
| Encore GC Acquisition, LLC | LLC units | | N/A | | | N/A | | N/A | | 26 | | | 52 | | | — | | | 108 | | |
| ERG Buyer, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 661 | | | — | | | 24 | | |
| ERG Buyer, LLC | LLC units | | N/A | | | N/A | | N/A | | 8 | | | 4 | | | — | | | — | | |
| Eyecare Services Partners Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 262 | | | — | | | 82 | | |
| Eyecare Services Partners Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 1 | | | — | | | — | | |
| G & H Wire Company, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 336 | | | 269 | | | — | | | 136 | | |
| IntegraMed America, Inc. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 417 | | | — | | | — | | |
| Joerns Healthcare, LLC^* | Common Stock | | N/A | | | N/A | | N/A | | 432 | | | 4,330 | | | 0.1 | | | 1,807 | | |
| Katena Holdings, Inc. | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 572 | | | — | | | 433 | | |
| Krueger-Gilbert Health Physics, LLC | LLC interest | | N/A | | | N/A | | N/A | | 155 | | | 172 | | | — | | | 118 | | |
| Lombart Brothers, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 440 | | | — | | | 52 | | |
| MD Now Holdings, Inc. | LLC units | | N/A | | | N/A | | N/A | | 15 | | | 153 | | | — | | | 157 | | |
| MWD Management, LLC & MWD Services, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 412 | | | 335 | | | — | | | 231 | | |
| Oliver Street Dermatology Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 452 | | | 234 | | | — | | | — | | |
| Pentec Acquisition Sub, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 116 | | | — | | | 180 | | |
| Pinnacle Treatment Centers, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 528 | | | — | | | 619 | | |
| Pinnacle Treatment Centers, Inc. | LLC units | | N/A | | | N/A | | N/A | | 5 | | | 74 | | | — | | | 164 | | |
| Radiology Partners, Inc. | LLC units | | N/A | | | N/A | | N/A | | 11 | | | 68 | | | — | | | 58 | | |
| Radiology Partners, Inc. | LLC units | | N/A | | | N/A | | N/A | | 43 | | | 55 | | | — | | | 230 | | |
| RXH Buyer Corporation | LP interest | | N/A | | | N/A | | N/A | | 11 | | | 973 | | | 0.1 | | | 918 | | |
| Sage Dental Management, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 249 | | | — | | | — | | |
| Sage Dental Management, LLC | LLC units | | N/A | | | N/A | | N/A | | 3 | | | 3 | | | — | | | — | | |
| SLMP, LLC | LLC units | | N/A | | | N/A | | N/A | | 668 | | | 789 | | | 0.1 | | | 1,195 | | |
| Spear Education, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 7 | | | — | | | 87 | | |
| Spear Education, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 1 | | | — | | | 70 | | |
| SSH Corpration | Common Stock | | N/A | | | N/A | | N/A | | — | | | 40 | | | — | | | 122 | | |
| Summit Behavioral Healthcare, LLC | LLC interest | | N/A | | | N/A | | N/A | | 2 | | | 98 | | | — | | | 115 | | |
| Summit Behavioral Healthcare, LLC | LLC interest | | N/A | | | N/A | | N/A | | 2 | | | — | | | — | | | — | | |
| Surgical Information Systems, LLC | Common Stock | | N/A | | | N/A | | N/A | | 4 | | | 414 | | | — | | | 413 | | |
| WHCG Management, LLC | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 414 | | | — | | | 506 | | |
| | | | | | | | | | | | | 22,615 | | | 0.7 | | | 16,594 | | |
| Insurance | | | | | | | | | | | | | | | | | |
| Captive Resources Midco, LLC(17) | LLC units | | N/A | | | N/A | | N/A | | 425 | | | — | | | — | | | 357 | | |
See Notes to Consolidated Financial Statements.
31
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Insurance - (continued) | | | | | | | | | | | | | | | | | |
| Orchid Underwriters Agency, LLC | LP interest | | N/A | | | N/A | | N/A | | 86 | | | $ | 98 | | | — | | % | $ | 77 | | |
| | | | | | | | | | | | | 98 | | | — | | | 434 | | |
| Leisure, Amusement, Motion Pictures, Entertainment | | | | | | | | | | | | | | | | | |
| LMP TR Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 712 | | | 712 | | | — | | | 585 | | |
| PADI Holdco, Inc.(17) | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 969 | | | — | | | 258 | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 68 | | 117 | | | — | | | 95 | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 46 | | | 80 | | | — | | | 65 | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 38 | | | 65 | | | — | | | 53 | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 33 | | | 58 | | | — | | | 47 | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 14 | | | 24 | | | — | | | 20 | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 2 | | | — | | | 2 | | |
| | | | | | | | | | | | | 2,027 | | | — | | | 1,125 | | |
| Oil and Gas | | | | | | | | | | | | | | | | | |
| W3 Co. | LLC units | | N/A | | | N/A | | N/A | | 3 | | | 1,632 | | | 0.1 | | | 1,688 | | |
| W3 Co. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 224 | | | — | | | 227 | | |
| | | | | | | | | | | | | 1,856 | | | 0.1 | | | 1,915 | | |
| Personal and Non Durable Consumer Products (Mfg. Only) | | | | | | | | | | | | | | | | | |
| Georgica Pine Clothiers, LLC(17) | LLC interest | | N/A | | | N/A | | N/A | | 20 | | | 239 | | | — | | | 158 | | |
| Massage Envy, LLC | LLC interest | | N/A | | | N/A | | N/A | | 749 | | | 210 | | | 0.1 | | | 1,378 | | |
| | | | | | | | | | | | | 449 | | | 0.1 | | | 1,536 | | |
| Personal, Food and Miscellaneous Services | | | | | | | | | | | | | | | | | |
| Blue River Pet Care, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 76 | | | — | | | 76 | | |
| Captain D's, LLC | LLC interest | | N/A | | | N/A | | N/A | | 158 | | | 156 | | | — | | | 174 | | |
| Encorevet Group LLC | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 15 | | | — | | | 11 | | |
| Midwest Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 29 | | | — | | | 27 | | |
| Midwest Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | 6 | | | — | | | — | | | — | | |
| PPV Intermediate Holdings II, LLC | LLC interest | | N/A | | | N/A | | N/A | | 241 | | | 231 | | | — | | | 272 | | |
| R.G. Barry Corporation | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 161 | | | — | | | 123 | | |
| Ruby Slipper Cafe LLC, The | LLC units | | N/A | | | N/A | | N/A | | 31 | | | 373 | | | — | | | 133 | | |
| Southern Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 717 | | | 0.1 | | | 908 | | |
| Southern Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | 148 | | | 188 | | | — | | | 757 | | |
| Wetzel's Pretzels, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 416 | | | — | | | 199 | | |
| | | | | | | | | | | | | 2,362 | | | 0.1 | | | 2,680 | | |
| Printing and Publishing | | | | | | | | | | | | | | | | | |
| Brandmuscle, Inc. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 335 | | | — | | | 110 | | |
| Retail Stores | | | | | | | | | | | | | | | | | |
| 2nd Ave. LLC | LP interest | | N/A | | | N/A | | N/A | | 653 | | | 653 | | | — | | | 392 | | |
| Batteries Plus Holding Corporation | LP interest | | N/A | | | N/A | | N/A | | 10 | | | 1,286 | | | 0.1 | | | 1,026 | | |
| Cycle Gear, Inc. | LLC units | | N/A | | | N/A | | N/A | | 27 | | | 462 | | | — | | | 405 | | |
| DTLR, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 4 | | 411 | | | — | | | 575 | | |
| Elite Sportswear, L.P. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 165 | | | — | | | — | | |
| Feeders Supply Company, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 4 | | | 400 | | | — | | | 409 | | |
| Feeders Supply Company, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | | |
| Jet Equipment & Tools Ltd.(8)(9)(12) | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 948 | | | 0.1 | | | 1,143 | | |
See Notes to Consolidated Financial Statements.
32
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Retail Stores - (continued) | | | | | | | | | | | | | | | | | |
| Paper Source, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 8 | | | $ | 1,387 | | | — | | % | $ | — | | |
| Pet Holdings ULC(8)(12) | LP interest | | N/A | | | N/A | | N/A | | 677 | | | 483 | | | — | | | 208 | | |
| Pet Supplies Plus, LLC(15) | LLC units | | N/A | | | N/A | | N/A | | 144 | | | 181 | | | — | | | 358 | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC units | | N/A | | | N/A | | N/A | | 4 | | | 496 | | | — | | | 510 | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 101 | | | — | | | 105 | | |
| | | | | | | | | | | | | 6,973 | | | 0.2 | | | 5,131 | | |
| Total non-controlled/non-affiliate company equity investments | | | | | | | | | | | | $ | 78,447 | | | 3.0 | | % | $ | 73,598 | | |
| | | | | | | | | | | | | | | | | | |
| Total non-controlled/non-affiliate company investments | | | | | | | | | | $ | 4,319,392 | | | $ | 4,419,746 | | | 179.1 | | % | $ | 4,208,935 | | |
| | | | | | | | | | | | | | | | | | |
| Non-controlled affiliate company investments(18) | | | | | | | | | | | | | | | | | |
| Debt investments | | | | | | | | | | | | | | | | | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | | |
| Uinta Brewing Company^(7)(8) | One stop | | L + 4.00% | (a) | | 5.00% | | 08/2021 | | $ | 962 | | | $ | 925 | | | — | | % | $ | 206 | | |
| Uinta Brewing Company(7)(8) | One stop | | L + 4.00% | (a) | | 5.00% | | 08/2021 | | 508 | | | 504 | | | — | | | 380 | | |
| | | | | | | | | | | 1,470 | | | 1,429 | | | — | | | 586 | | |
| Buildings and Real Estate | | | | | | | | | | | | | | | | | |
| Paradigm DKD Group, LLC(7)(8) | Senior loan | | L + 6.25% | (c) | | 7.50% | | 05/2022 | | 3,235 | | | 2,107 | | | 0.1 | | | 1,721 | | |
| Paradigm DKD Group, LLC(5)(7)(8) | Senior loan | | L + 6.25% | (c) | | 7.50% | | 05/2022 | | 1 | | | (142) | | | — | | | 2 | | |
| | | | | | | | | | | 3,236 | | | 1,965 | | | 0.1 | | | 1,723 | | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | | |
| Switchfly LLC(8) | One stop | | L + 5.00% | (b)(c) | | 6.22% | | 10/2023 | | 5,725 | | | 5,545 | | | 0.2 | | | 4,301 | | |
| Switchfly LLC(8) | One stop | | L + 5.00% | (b)(c) | | 6.22% | | 10/2023 | | 478 | | | 464 | | | — | | | 359 | | |
| Switchfly LLC(8) | One stop | | L + 5.00% | (b)(c) | | 6.22% | | 10/2023 | | 36 | | | 35 | | | — | | | 28 | | |
| Switchfly LLC(5)(8) | One stop | | L + 8.50% | (b)(f) | | 9.50% | | 10/2023 | | 2 | | | 2 | | | — | | | (73) | | |
| | | | | | | | | | | 6,241 | | | 6,046 | | | 0.2 | | | 4,615 | | |
| Electronics | | | | | | | | | | | | | | | | | |
| Sloan Company, Inc., The(7)(8) | One stop | | L + 8.50% | (c) | | 9.50% | | 04/2023 | | 4,708 | | | 4,074 | | | 0.2 | | | 3,400 | | |
| Sloan Company, Inc., The(8) | One stop | | L + 8.50% | (c) | | 9.50% | | 04/2023 | | 597 | | | 597 | | | — | | | 635 | | |
| Sloan Company, Inc., The(7)(8) | One stop | | L + 8.50% | (c) | | 9.50% | | 04/2023 | | 313 | | | 272 | | | — | | | 225 | | |
| | | | | | | | | | | 5,618 | | | 4,943 | | | 0.2 | | | 4,260 | | |
| Healthcare, Education and Childcare | | | | | | | | | | | | | | | | | |
| Dental Holdings Corporation*#(7)(8) | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2023 | | 10,661 | | | 10,613 | | | 0.4 | | | 8,151 | | |
| Dental Holdings Corporation(8) | One stop | | L + 0.50% | (a)(c) | | 4.21% | | 03/2023 | | 108 | | | 108 | | | — | | | 108 | | |
| | | | | | | | | | | 10,769 | | | 10,721 | | | 0.4 | | | 8,259 | | |
| Mining, Steel, Iron and Non-Precious Metals | | | | | | | | | | | | | | | | | |
| Benetech, Inc.+(8) | One stop | | L + 11.0% | (a) | | 10.25% cash/2.00% PIK | | 07/2020 | | 4,101 | | | 4,101 | | | 0.1 | | | 2,460 | | |
| Benetech, Inc.(8) | One stop | | P + 9.75% | (a)(f) | | 10.92% cash/2.00% PIK | | 07/2020 | | 633 | | | 633 | | | — | | | 150 | | |
| | | | | | | | | | | 4,734 | | | 4,734 | | | 0.1 | | | 2,610 | | |
| Total non-controlled affiliate company debt investments | | | | | | | | | | $ | 32,068 | | | $ | 29,838 | | | 1.0 | | % | $ | 22,053 | | |
See Notes to Consolidated Financial Statements.
33
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| | | | | | | | | | | | | | | | | | |
| Equity Investments(15)(16) | | | | | | | | | | | | | | | | | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | | |
| Uinta Brewing Company(8) | Common Stock | | N/A | | | N/A | | N/A | | 153 | | | $ | 17 | | | — | | % | $ | — | | |
| | | | | | | | | | | | | | | | | | |
| Buildings and Real Estate | | | | | | | | | | | | | | | | | |
| Paradigm DKD Group, LLC+(8) | Preferred stock | | N/A | | | N/A | | N/A | | 354 | | | 114 | | | — | | | — | | |
| Paradigm DKD Group, LLC+(8) | LLC units | | N/A | | | N/A | | N/A | | 71 | | | — | | | — | | | — | | |
| Paradigm DKD Group, LLC+(8) | LLC units | | N/A | | | N/A | | N/A | | 2,004 | | | — | | | — | | | — | | |
| | | | | | | | | | | | | 114 | | | — | | | — | | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | | |
| Switchfly LLC(8) | LLC units | | N/A | | | N/A | | N/A | | 3,418 | | | 2,320 | | | 0.1 | | | 2,470 | | |
| Electronics | | | | | | | | | | | | | | | | | |
| Sloan Company, Inc., The(8) | LLC units | | N/A | | | N/A | | N/A | | — | | | 152 | | | — | | | — | | |
| Sloan Company, Inc., The+(8) | Common stock | | N/A | | | N/A | | N/A | | — | | | 41 | | | — | | | — | | |
| Sloan Company, Inc., The(8) | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 14 | | | — | | | — | | |
| | | | | | | | | | | | | 207 | | | — | | | — | | |
| Healthcare, Education and Childcare | | | | | | | | | | | | | | | | | |
| Dental Holdings Corporation*(8) | Common stock | | N/A | | | N/A | | N/A | | — | | | 391 | | | — | | | 260 | | |
| | | | | | | | | | | | | | | | | | |
| Mining, Steel, Iron and Non-Precious Metals | | | | | | | | | | | | | | | | | |
| Benetech, Inc.(8) | LLC interest | | N/A | | | N/A | | N/A | | 59 | | | — | | | — | | | — | | |
| Benetech, Inc.(8) | LLC interest | | N/A | | | N/A | | N/A | | 59 | | | — | | | — | | | — | | |
| | | | | | | | | | | | | — | | | — | | | — | | |
| Total non-controlled affiliate company equity investments | | | | | | | | | | | | $ | 3,049 | | | 0.1 | | % | $ | 2,730 | | |
| | | | | | | | | | | | | | | | | | |
| Total non-controlled affiliate company investments | | | | | | | | | | $ | 32,068 | | | $ | 32,887 | | | 1.1 | | % | $ | 24,783 | | |
| | | | | | | | | | | | | | | | | | |
| Controlled affiliate company investments(19) | | | | | | | | | | | | | | | | | |
| Debt Investments | | | | | | | | | | | | | | | | | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | | |
| MMan Acquisition Co.^*(7)(8) | One stop | | N/A | | | 10.00% PIK | | 08/2023 | | $ | 22,529 | | | $ | 19,803 | | | 0.6 | | % | $ | 14,912 | | |
| MMan Acquisition Co.(7)(8) | One stop | | N/A | | | 8.00% PIK | | 08/2023 | | 1,358 | | | 1,359 | | | 0.1 | | | 1,276 | | |
| | | | | | | | | | | 23,887 | | | 21,162 | | | 0.7 | | | 16,188 | | |
| | | | | | | | | | | | | | | | | | |
| Total controlled affiliate company debt investments | | | | | | | | | | $ | 23,887 | | | $ | 21,162 | | | 0.7 | | % | $ | 16,188 | | |
| Equity investments(15)(16) | | | | | | | | | | | | | | | | | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | | |
| MMan Acquisition Co.^*+(8) | LLC units | | N/A | | | N/A | | N/A | | — | | | $ | 927 | | | — | | % | $ | 464 | | |
| | | | | | | | | | | | | | | | | | |
| Total controlled affiliate company equity investments | | | | | | | | | | | | $ | 927 | | | — | | % | $ | 464 | | |
| | | | | | | | | | | | | | | | | | |
| Total controlled affiliate company investments | | | | | | | | | | $ | 23,887 | | | $ | 22,089 | | | 0.7 | | % | $ | 16,652 | | |
| | | | | | | | | | | | | | | | | | |
| Total investments | | | | | | | | | | $ | 4,375,347 | | | $ | 4,474,722 | | | 180.9 | | % | $ | 4,250,370 | | |
| Money market funds (included in cash and cash equivalents and restricted cash and cash equivalents) | | | | | | | | | | | | | | | | | |
| BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718) | | | | | | 0.11% (20) | | | | | | $ | 19,809 | | | 0.8 | | % | $ | 19,809 | | |
| Total money market funds | | | | | | | | | | | | $ | 19,809 | | | 0.8 | | % | $ | 19,809 | | |
See Notes to Consolidated Financial Statements.
34
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| | | | | | | | | | | | | | | | | | |
| Total investments and money market funds | | | | | | | | | | | | $ | 4,494,531 | | | 181.7 | | % | $ | 4,270,179 | | |
| | | | | | | | |
^ | | Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 7). |
* | | Denotes that all or a portion of the loan secures the notes offered in the 2018 Debt Securitization (as defined in Note 7). |
# | | Denotes that all or a portion of the loan secures the notes offered in the GCIC 2018 Debt Securitization (as defined in Note 7). |
+ | | Denotes that all or a portion of the loan collateralizes the WF Credit Facility (as defined in Note 7). |
! | | Denotes that all or a portion of the loan collateralizes the DB Credit Facility (as defined in Note 7). |
~ | | Denotes that all or a portion of the loan collateralizes the MS Credit Facility II (as defined in Note 7). |
(1)The majority of the investments bear interest at a rate that is permitted to be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”) denominated in U.S. dollars or U.K. pound sterling (“GBP”), Euro Interbank Offered Rate (“EURIBOR” or “E”) or Prime (“P”) and which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over LIBOR, EURIBOR or Prime and the weighted average current interest rate in effect as of June 30, 2020. Certain investments are subject to a LIBOR, EURIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below are the index rates as of June 30, 2020, which was the last business day of the period on which LIBOR or EURIBOR was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of June 30, 2020, as the loan may have priced or repriced based on an index rate prior to June 30, 2020.
(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 0.16% as of June 30, 2020.
(b) Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 0.23% as of June 30, 2020.
(c) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 0.30.% as of June 30, 2020.
(d) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 0.37% as of June 30, 2020.
(e) Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 0.55% as of June 30, 2020.
(f) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.25% as of June 30, 2020.
(g) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.42% as of June 30, 2020.
(h) Denotes that all or a portion of the loan was indexed to the 30-day GBP LIBOR, which was 0.09% as of June 30, 2020.
(i) Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.14% as of June 30, 2020.
(j) Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.29% as of June 30, 2020.
(k Denotes that all or a portion of the loan was indexed to the Australia Three Month Interbank Rate, which was 0.15%, as of June 30, 2020.
(l) Denotes that all or a portion of the loan was indexed to the 90-day Canadian Bankers Acceptances Rate, which was 0.56%, as of June 30, 2020.
(2)For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of June 30, 2020.
(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.
(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)The entire commitment was unfunded as of June 30, 2020. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)Loan was on non-accrual status as of June 30, 2020, meaning that the Company has ceased recognizing interest income on the loan.
(8)The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company can not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of June 30, 2020, total non-qualifying assets at fair value represented 5.5% of the Company's total assets calculated in accordance with the 1940 Act.
(9)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Transactions.
(10)The headquarters of this portfolio company is located in the United Kingdom.
(11)The headquarters of this portfolio company is located in Australia.
(12)The headquarters of this portfolio company is located in Canada.
(13)The headquarters of this portfolio company is located in Luxembourg.
See Notes to Consolidated Financial Statements.
35
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - continued
June 30, 2020
(In thousands)
(14)The headquarters of this portfolio company is located in Andorra.
(15) Equity investments are non-income producing securities unless otherwise noted.
(16) Ownership of certain equity investments occurs through a holding company or partnership.
(17) The Company holds an equity investment that entitles it to receive preferential dividends.
(18)As defined in the 1940 Act, the Company is deemed to be an “affiliated person"” of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the nine months ended June 30, 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Fair value as of September 30, 2019 | | Gross Additions(m) | | Gross Reductions(n) | | | | Net change in unrealized gain (loss) | | Net realized gain (loss) | | | Fair value as of June 30, 2020 | | Interest, dividend and fee income | | | | |
Benetech, Inc. | | $ | 3,749 | | | $ | 843 | | | $ | (902) | | | | | $ | (1,080) | | | $ | — | | | | $ | 2,610 | | | $ | 500 | | | | | |
Dental Holdings Corporation (o) | | — | | | 17,394 | | | (3,884) | | | | | (1,744) | | | (3,248) | | | | 8,518 | | | 287 | | | | | |
Paradigm DKD Group, LLC(p) | | — | | | 3,304 | | | (1,252) | | | | | (329) | | | — | | | | 1,723 | | | (48) | | | | | |
Sloan Company, Inc., The (o) | | — | | | 18,986 | | | (11,951) | | | | | 2,017 | | | (4,790) | | | | 4,262 | | | (79) | | | | | |
Switchfly LLC | | 7,783 | | | 535 | | | (94) | | | | | (1,139) | | | — | | | | 7,085 | | | 264 | | | | | |
Uinta Brewing Company | | 1,043 | | | 1,519 | | | (1,207) | | | | | (769) | | | — | | | | 586 | | | (3) | | | | | |
Total Non-Controlled Affiliates | | $ | 12,575 | | | $ | 42,581 | | | $ | (19,290) | | | | | $ | (3,044) | | | $ | (8,038) | | | | $ | 24,784 | | | $ | 921 | | | | | |
| | | | | | | | |
(m) | | Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category. |
(n) | | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, the amortization of premiums and the exchange of one or more existing securities for one or more new securities. |
(o) | | During the three months ended March 31, 2020, the Company's ownership increased to over five percent of the portfolio company's voting securities. |
(p) | | During the three months ended June 30, 2020, the Company's ownership increased to over five percent of the portfolio company's voting securities. |
(19)As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” of and “control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”). Transactions related to investments in controlled affiliates for the nine months ended June 30, 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Fair value as of September 30, 2019 | | Gross Additions(q) | | Gross Reductions(r) | | | | Net change in unrealized gain (loss) | | Net realized gain (loss) | | Fair value as of June 30, 2020 | | Interest, dividend and fee income | | | | |
MMan Acquisition Co.(s) | | $ | — | | | $ | 30,842 | | | $ | (11,222) | | | | | $ | (2,968) | | | $ | — | | | $ | 16,652 | | | $ | (57) | | | | | |
Senior Loan Fund LLC(t) | | 74,386 | | | — | | | (74,838) | | | | | 496 | | | (44) | | | — | | | — | | | | | |
GCIC Senior Loan Fund LLC(u) | | 49,258 | | | — | | | (48,613) | | | | | 3,347 | | | (3,992) | | | — | | | 1,905 | | | | | |
Total Controlled Affiliates | | $ | 123,644 | | | $ | 30,842 | | | $ | (134,673) | | | | | $ | 875 | | | $ | (4,036) | | | $ | 16,652 | | | $ | 1,848 | | | | | |
| | | | | | | | |
(q) | | Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category. |
(r) | | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, reductions in cost basis due to the Purchase Agreement (defined in Note 1), the amortization of premiums and the exchange of one or more existing securities for one or more new. |
(s) | | During the three months ended December 31, 2019, the Company's ownership increased to over twenty-five percent of the portfolio company's voting securities. |
(t) | | Prior to the closing of the transactions contemplated by the Purchase Agreement (defined in Note 1) on January 1, 2020, together with RGA Reinsurance Company (“RGA”), the Company co-invested through Senior Loan Fund (“SLF”). SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to SLF were approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owned more than 25% of the voting securities of SLF, the Company did not have sole control over significant actions of SLF for purposes of the 1940 Act or otherwise. |
(u) | | Prior to the closing of the transactions contemplated by the Purchase Agreement (defined in Note 1) on January 1, 2020, together with Aurora National Life Assurance Company (“Aurora”), the Company co-invested through GCIC Senior Loan Fund (“GCIC SLF”), following the acquisition of GCIC SLF in the merger with GCIC (described in Note 1). GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of the Company and Aurora (with unanimous approval required from (i) one representative of each of the Company and Aurora or (ii) both representatives of each of the Company and Aurora). Therefore, although the Company owned more than 25% of the voting securities of GCIC SLF, the Company did not have sole control over significant actions of GCIC SLF for purposes of the 1940 Act or otherwise. |
(20)The rate shown is the annualized seven-day yield as of June 30, 2020.
See Notes to Consolidated Financial Statements.
36
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Investments | | | | | | | | | | | | | | | | |
| Non-controlled/non-affiliate company investments | | | | | | | | | | | | | | | | |
| Debt investments | | | | | | | | | | | | | | | | |
| Aerospace and Defense | | | | | | | | | | | | | | | | |
| ILC Dover, LP#+!~ | Senior loan | | L + 4.75% | (a)(c)(d) | | 6.94% | | 12/2023 | | $ | 6,617 | | | $ | 6,583 | | | 0.3 | | % | $ | 6,617 | |
| NTS Technical Systems^*#+!~ | One stop | | L + 6.25% | (a)(c) | | 8.35% | | 06/2021 | | 25,650 | | | 25,611 | | | 1.2 | | | 25,650 | |
| NTS Technical Systems#+!~ | One stop | | L + 6.25% | (a)(c) | | 8.35% | | 06/2021 | | 4,210 | | | 4,201 | | | 0.2 | | | 4,210 | |
| NTS Technical Systems(5) | One stop | | L + 6.25% | | | N/A(6) | | 06/2021 | | — | | | (40) | | | — | | | — | |
| Tronair Parent, Inc.^+ | Senior loan | | L + 4.75% | (c) | | 6.93% | | 09/2023 | | 726 | | | 717 | | | — | | | 682 | |
| Tronair Parent, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 6.96% | | 09/2021 | | 160 | | | 157 | | | — | | | 148 | |
| Whitcraft LLC^*+ | One stop | | L + 5.50% | (c) | | 7.60% | | 04/2023 | | 42,099 | | | 43,102 | | | 1.9 | | | 42,099 | |
| Whitcraft LLC | One stop | | L + 5.50% | (c) | | 7.60% | | 04/2023 | | 8,300 | | | 8,292 | | | 0.4 | | | 8,300 | |
| Whitcraft LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2023 | | — | | | (1) | | | — | | | — | |
| | | | | | | | | | | 87,762 | | | 88,622 | | | 4.0 | | | 87,706 | |
| Automobile | | | | | | | | | | | | | | | | |
| Dent Wizard International Corporation#+!~ | Senior loan | | L + 4.00% | (a) | | 6.05% | | 04/2022 | | 12,338 | | | 12,498 | | | 0.6 | | | 12,338 | |
| Grease Monkey International, LLC^* | Senior loan | | L + 5.00% | (a) | | 7.04% | | 11/2022 | | 7,834 | | | 7,934 | | | 0.4 | | | 7,834 | |
| Grease Monkey International, LLC#!~ | Senior loan | | L + 5.00% | (a) | | 7.04% | | 11/2022 | | 2,394 | | | 2,494 | | | 0.1 | | | 2,394 | |
| Grease Monkey International, LLC#!~ | Senior loan | | L + 5.00% | (a) | | 7.04% | | 11/2022 | | 1,215 | | | 1,267 | | | 0.1 | | | 1,215 | |
| Grease Monkey International, LLC#+!~ | Senior loan | | L + 5.00% | (a) | | 7.04% | | 11/2022 | | 1,100 | | | 1,144 | | | 0.1 | | | 1,100 | |
| Grease Monkey International, LLC | Senior loan | | L + 5.00% | (a) | | 7.04% | | 11/2022 | | 126 | | | 130 | | | — | | | 126 | |
| Grease Monkey International, LLC | Senior loan | | L + 5.00% | (a) | | 7.04% | | 11/2022 | | 110 | | | 111 | | | — | | | 110 | |
| JHCC Holdings LLC | One stop | | L + 5.50% | (c) | | 7.60% | | 09/2025 | | 15,788 | | | 15,475 | | | 0.7 | | | 15,630 | |
| JHCC Holdings LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2025 | | 10 | | | 9 | | | — | | | 9 | |
| JHCC Holdings LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 09/2025 | | — | | | (3) | | | — | | | (3) | |
| Polk Acquisition Corp.* | Senior loan | | L + 5.25% | (a) | | 7.29% | | 06/2022 | | 5,185 | | | 5,307 | | | 0.2 | | | 5,081 | |
| Polk Acquisition Corp. | Senior loan | | L + 5.25% | (a) | | 7.29% | | 06/2022 | | 30 | | | 31 | | | — | | | 30 | |
| Power Stop, LLC#+!~ | Senior loan | | L + 4.75% | (c) | | 6.85% | | 10/2025 | | 2,871 | | | 2,935 | | | 0.1 | | | 2,871 | |
| Quick Quack Car Wash Holdings, LLC* | One stop | | L + 6.50% | (a) | | 8.54% | | 04/2023 | | 13,218 | | | 13,345 | | | 0.6 | | | 13,218 | |
| Quick Quack Car Wash Holdings, LLC* | One stop | | L + 6.50% | (a) | | 8.54% | | 04/2023 | | 2,084 | | | 2,169 | | | 0.1 | | | 2,084 | |
| Quick Quack Car Wash Holdings, LLC | One stop | | L + 6.50% | (a)(c) | | 8.55% | | 04/2023 | | 1,822 | | | 1,897 | | | 0.1 | | | 1,822 | |
| Quick Quack Car Wash Holdings, LLC* | One stop | | L + 6.50% | (a) | | 8.54% | | 04/2023 | | 1,392 | | | 1,450 | | | 0.1 | | | 1,392 | |
| Quick Quack Car Wash Holdings, LLC | One stop | | L + 6.50% | (a) | | 8.55% | | 04/2023 | | 80 | | | 82 | | | — | | | 80 | |
| | | | | | | | | | | 67,597 | | | 68,275 | | | 3.2 | | | 67,331 | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | |
| Abita Brewing Co., L.L.C.+ | One stop | | L + 5.75% | (c) | | 7.87% | | 04/2021 | | 9,983 | | | 10,051 | | | 0.5 | | | 9,882 | |
| Abita Brewing Co., L.L.C.(5) | One stop | | L + 5.75% | | | N/A(6) | | 04/2021 | | — | | | (1) | | | — | | | (2) | |
| BJH Holdings III Corp.#+!~ | One stop | | L + 5.75% | (a) | | 7.79% | | 08/2025 | | 46,400 | | | 48,003 | | | 2.1 | | | 45,936 | |
| BJH Holdings III Corp. | One stop | | L + 5.75% | (a) | | 7.79% | | 08/2025 | | 160 | | | 151 | | | — | | | 152 | |
| C. J. Foods, Inc.^* | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2020 | | 29,179 | | | 30,052 | | | 1.3 | | | 29,179 | |
| C. J. Foods, Inc.^ | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2020 | | 2,207 | | | 2,275 | | | 0.1 | | | 2,207 | |
| C. J. Foods, Inc. | One stop | | L + 6.25% | (a) | | 8.30% | | 05/2020 | | 592 | | | 636 | | | — | | | 592 | |
| Cafe Rio Holding, Inc.^ | One stop | | L + 5.75% | (c) | | 7.95% | | 09/2023 | | 18,801 | | | 19,065 | | | 0.9 | | | 18,801 | |
| Cafe Rio Holding, Inc. | One stop | | L + 5.75% | (c) | | 7.95% | | 09/2023 | | 2,270 | | | 2,367 | | | 0.1 | | | 2,270 | |
| Cafe Rio Holding, Inc.* | One stop | | L + 5.75% | (c) | | 7.95% | | 09/2023 | | 1,442 | | | 1,503 | | | 0.1 | | | 1,442 | |
| Cafe Rio Holding, Inc. | One stop | | L + 5.75% | (c) | | 7.95% | | 09/2023 | | 1,273 | | | 1,327 | | | 0.1 | | | 1,273 | |
| Cafe Rio Holding, Inc. | One stop | | L + 5.75% | (c) | | 7.85% | | 09/2023 | | 335 | | | 332 | | | — | | | 335 | |
| Cafe Rio Holding, Inc. | One stop | | L + 5.75% | (c) | | 7.85% | | 09/2023 | | 183 | | | 183 | | | — | | | 183 | |
| Cafe Rio Holding, Inc. | One stop | | P + 4.75% | (f) | | 9.75% | | 09/2023 | | 60 | | | 61 | | | — | | | 60 | |
See Notes to Consolidated Financial Statements.
37
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Beverage, Food and Tobacco - (continued) | | | | | | | | | | | | | | | | |
| Fintech Midco, LLC* | One stop | | L + 5.25% | (a) | | 7.30% | | 08/2024 | | $ | 24,661 | | | $ | 25,093 | | | 1.1 | | % | $ | 24,661 | |
| Fintech Midco, LLC | One stop | | L + 5.25% | (a) | | 7.30% | | 08/2024 | | 1,142 | | | 1,190 | | | 0.1 | | | 1,142 | |
| Fintech Midco, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | — | |
| Fintech Midco, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | — | |
| Flavor Producers, LLC#!~ | Senior loan | | L + 4.75% | (c) | | 6.85% | | 12/2023 | | 5,031 | | | 4,903 | | | 0.2 | | | 4,630 | |
| Flavor Producers, LLC(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 12/2022 | | — | | | (6) | | | — | | | (10) | |
| FWR Holding Corporation^ | One stop | | L + 5.50% | (a) | | 7.55% | | 08/2023 | | 9,203 | | | 9,334 | | | 0.4 | | | 9,203 | |
| FWR Holding Corporation | One stop | | L + 5.50% | (a) | | 7.55% | | 08/2023 | | 1,839 | | | 1,916 | | | 0.1 | | | 1,839 | |
| FWR Holding Corporation | One stop | | L + 5.50% | (a) | | 7.55% | | 08/2023 | | 1,163 | | | 1,211 | | | 0.1 | | | 1,163 | |
| FWR Holding Corporation | One stop | | L + 5.50% | (a) | | 7.55% | | 08/2023 | | 368 | | | 381 | | | — | | | 368 | |
| FWR Holding Corporation | One stop | | L + 5.50% | (a) | | 7.55% | | 08/2023 | | 275 | | | 285 | | | — | | | 275 | |
| FWR Holding Corporation | One stop | | L + 5.50% | (a) | | 7.55% | | 08/2023 | | 34 | | | 33 | | | — | | | 34 | |
| FWR Holding Corporation | One stop | | L + 5.50% | | | N/A(6) | | 08/2023 | | — | | | — | | | — | | | — | |
| Global ID Corporation*#+!~ | One stop | | L + 6.50% | (c) | | 8.60% | | 11/2021 | | 11,798 | | | 12,028 | | | 0.5 | | | 11,798 | |
| Global ID Corporation* | One stop | | L + 6.50% | (c) | | 8.60% | | 11/2021 | | 821 | | | 854 | | | — | | | 821 | |
| Global ID Corporation | One stop | | L + 6.50% | (c) | | 8.60% | | 11/2021 | | 719 | | | 749 | | | — | | | 719 | |
| Global ID Corporation | One stop | | L + 6.50% | (c) | | 8.60% | | 11/2021 | | 494 | | | 513 | | | — | | | 494 | |
| Global ID Corporation | One stop | | L + 6.50% | | | N/A(6) | | 11/2021 | | — | | | — | | | — | | | — | |
| Global ID Corporation | One stop | | L + 6.50% | | | N/A(6) | | 11/2021 | | — | | | — | | | — | | | — | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 3.04% cash/7.50% PIK | | 06/2023 | | 767 | | | 799 | | | — | | | 767 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 3.04% cash/7.50% PIK | | 06/2023 | | 604 | | | 628 | | | — | | | 604 | |
| Mendocino Farms, LLC(5) | One stop | | L + 1.00% | | | N/A(6) | | 06/2023 | | — | | | (1) | | | — | | | — | |
| Mid-America Pet Food, L.L.C.^* | One stop | | L + 6.00% | (c) | | 8.10% | | 12/2021 | | 22,514 | | | 22,992 | | | 1.0 | | | 22,514 | |
| Mid-America Pet Food, L.L.C. | One stop | | L + 6.00% | | | N/A(6) | | 12/2021 | | — | | | — | | | — | | | — | |
| NBC Intermediate, LLC#+!~ | Senior loan | | L + 4.25% | (a)(c) | | 6.40% | | 09/2023 | | 2,365 | | | 2,402 | | | 0.1 | | | 2,365 | |
| NBC Intermediate, LLC* | Senior loan | | L + 4.25% | (c) | | 6.45% | | 09/2023 | | 2,309 | | | 2,346 | | | 0.1 | | | 2,309 | |
| NBC Intermediate, LLC^ | Senior loan | | L + 4.25% | (c) | | 6.45% | | 09/2023 | | 2,024 | | | 2,010 | | | 0.1 | | | 2,024 | |
| NBC Intermediate, LLC | Senior loan | | L + 4.25% | | | N/A(6) | | 09/2023 | | — | | | — | | | — | | | — | |
| Purfoods, LLC | One stop | | L + 5.50% | (c) | | 7.62% | | 05/2021 | | 16,176 | | | 16,457 | | | 0.7 | | | 16,176 | |
| Purfoods, LLC | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 543 | | | 564 | | | — | | | 543 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 391 | | | 407 | | | — | | | 391 | |
| Purfoods, LLC#!~ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 296 | | | 307 | | | — | | | 296 | |
| Purfoods, LLC#!~ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 296 | | | 307 | | | — | | | 296 | |
| Purfoods, LLC* | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 295 | | | 307 | | | — | | | 295 | |
| Purfoods, LLC | One stop | | L + 5.50% | (c) | | 7.59% | | 05/2021 | | 253 | | | 257 | | | — | | | 253 | |
| Purfoods, LLC | One stop | | N/A | | | 7.00% PIK | | 05/2026 | | 241 | | | 246 | | | — | | | 241 | |
| Purfoods, LLC | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 149 | | | 155 | | | — | | | 149 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 48 | | | 48 | | | — | | | 48 | |
| Purfoods, LLC | One stop | | L + 5.50% | (a)(c) | | 7.57% | | 05/2021 | | 40 | | | 41 | | | — | | | 40 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 30 | | | 30 | | | — | | | 30 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 30 | | | 30 | | | — | | | 30 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 28 | | | 28 | | | — | | | 28 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 22 | | | 22 | | | — | | | 22 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 22 | | | 22 | | | — | | | 22 | |
| Purfoods, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2021 | | 20 | | | 20 | | | — | | | 20 | |
| Rubio's Restaurants, Inc.^* | Senior loan | | L + 7.00% | (c) | | 9.1% | | 10/2019 | | 11,349 | | | 11,330 | | | 0.5 | | | 11,349 | |
| Rubio's Restaurants, Inc. | Senior loan | | L + 7.00% | (a)(f) | | 9.62% | | 10/2019 | | 90 | | | 91 | | | — | | | 90 | |
| Wood Fired Holding Corp.* | One stop | | L + 5.75% | (c) | | 8.06% | | 12/2023 | | 14,180 | | | 14,451 | | | 0.6 | | | 14,180 | |
See Notes to Consolidated Financial Statements.
38
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Beverage, Food and Tobacco - (continued) | | | | | | | | | | | | | | | | |
| Wood Fired Holding Corp. | One stop | | L + 5.75% | (c) | | 7.85% | | 12/2023 | | $ | 40 | | | $ | 39 | | | — | | % | $ | 40 | |
| Wood Fired Holding Corp. | One stop | | L + 5.75% | | | N/A(6) | | 12/2023 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 245,555 | | | 250,822 | | | 10.8 | | | 244,569 | |
| Broadcasting and Entertainment | | | | | | | | | | | | | | | | |
| TouchTunes Interactive Networks, Inc.^+ | Senior loan | | L + 4.75% | (a) | | 6.79% | | 05/2021 | | 2,108 | | | 2,136 | | | 0.1 | | | 2,108 | |
| Buildings and Real Estate | | | | | | | | | | | | | | | | |
| Brooks Equipment Company, LLC^* | One stop | | L + 5.00% | (c) | | 7.12% | | 08/2020 | | 26,730 | | | 26,930 | | | 1.2 | | | 26,730 | |
| Brooks Equipment Company, LLC* | One stop | | L + 5.00% | (b)(c) | | 7.13% | | 08/2020 | | 668 | | | 671 | | | — | | | 668 | |
| Brooks Equipment Company, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2020 | | — | | | (3) | | | — | | | — | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (a)(f) | | 6.55% | | 03/2024 | | 1,015 | | | 1,058 | | | 0.1 | | | 1,015 | |
| Jensen Hughes, Inc.+ | Senior loan | | L + 4.50% | (a)(f) | | 6.55% | | 03/2024 | | 923 | | | 940 | | | — | | | 923 | |
| Jensen Hughes, Inc. | Senior loan | | L + 4.50% | (a)(f) | | 6.55% | | 03/2024 | | 443 | | | 462 | | | — | | | 443 | |
| Jensen Hughes, Inc.+ | Senior loan | | L + 4.50% | (a)(c) | | 6.54% | | 03/2024 | | 283 | | | 287 | | | — | | | 283 | |
| MRI Software LLC^ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 41,896 | | | 42,320 | | | 1.9 | | | 41,896 | |
| MRI Software LLC^*+ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 30,692 | | | 31,364 | | | 1.4 | | | 30,692 | |
| MRI Software LLC#+!~ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 7,601 | | | 7,834 | | | 0.3 | | | 7,601 | |
| MRI Software LLC | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 6,561 | | | 6,841 | | | 0.3 | | | 6,561 | |
| MRI Software LLC | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 4,604 | | | 4,793 | | | 0.2 | | | 4,604 | |
| MRI Software LLC^ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 3,231 | | | 3,369 | | | 0.1 | | | 3,231 | |
| MRI Software LLC#+!~ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 2,068 | | | 2,157 | | | 0.1 | | | 2,068 | |
| MRI Software LLC | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 1,207 | | | 1,256 | | | 0.1 | | | 1,207 | |
| MRI Software LLC^ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 696 | | | 708 | | | — | | | 696 | |
| MRI Software LLC#!~ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 292 | | | 289 | | | — | | | 292 | |
| MRI Software LLC* | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 292 | | | 290 | | | — | | | 292 | |
| MRI Software LLC* | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 192 | | | 191 | | | — | | | 192 | |
| MRI Software LLC#!~ | One stop | | L + 5.75% | (a) | | 7.80% | | 06/2023 | | 97 | | | 96 | | | — | | | 97 | |
| MRI Software LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 06/2023 | | — | | | (2) | | | — | | | — | |
| MRI Software LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 06/2023 | | — | | | (2) | | | — | | | — | |
| Paradigm DKD Group, LLC+(7) | Senior loan | | L + 6.25% | (c) | | 8.35% | | 05/2022 | | 1,654 | | | 1,207 | | | 0.1 | | | 1,183 | |
| Paradigm DKD Group, LLC(5)(7) | Senior loan | | L + 6.25% | (c) | | N/A(6) | | 05/2022 | | — | | | (64) | | | — | | | (64) | |
| | | | | | | | | | | 131,145 | | | 132,992 | | | 5.8 | | | 130,610 | |
| Chemicals, Plastics and Rubber | | | | | | | | | | | | | | | | |
| Flexan, LLC* | One stop | | L + 5.75% | (c) | | 7.85% | | 02/2020 | | 3,306 | | | 3,345 | | | 0.1 | | | 3,306 | |
| Flexan, LLC^ | One stop | | L + 5.75% | (c) | | 7.85% | | 02/2020 | | 1,556 | | | 1,575 | | | 0.1 | | | 1,556 | |
| Flexan, LLC | One stop | | P + 4.50% | (f) | | 9.50% | | 02/2020 | | 30 | | | 31 | | | — | | | 30 | |
| Inhance Technologies Holdings LLC | One stop | | L + 5.25% | (c) | | 7.57% | | 07/2024 | | 12,832 | | | 12,982 | | | 0.6 | | | 12,832 | |
| Inhance Technologies Holdings LLC | One stop | | L + 5.25% | (c) | | 7.57% | | 07/2024 | | 855 | | | 890 | | | — | | | 855 | |
| Inhance Technologies Holdings LLC | One stop | | P + 4.25% | (f) | | 9.25% | | 07/2024 | | 100 | | | 100 | | | — | | | 100 | |
| | | | | | | | | | | 18,679 | | | 18,923 | | | 0.8 | | | 18,679 | |
| Diversified/Conglomerate Manufacturing | | | | | | | | | | | | | | | | |
| Blackbird Purchaser, Inc.#+!~ | Senior loan | | L + 4.50% | (c)(f) | | 6.6% | | 04/2026 | | 13,149 | | | 13,494 | | | 0.6 | | | 13,149 | |
| Blackbird Purchaser, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 6.60% | | 04/2026 | | 598 | | | 620 | | | — | | | 598 | |
| Blackbird Purchaser, Inc. | Senior loan | | L + 4.50% | (c) | | 6.6% | | 04/2024 | | 70 | | | 68 | | | — | | | 70 | |
| Chase Industries, Inc.#+!~ | Senior loan | | L + 4.00% | (c)(f) | | 6.1% | | 05/2025 | | 12,120 | | | 12,267 | | | 0.5 | | | 12,120 | |
| Chase Industries, Inc. | Senior loan | | L + 4.00% | (c) | | 6.1% | | 05/2025 | | 991 | | | 1,030 | | | 0.1 | | | 991 | |
| Chase Industries, Inc. | Senior loan | | L + 4.00% | (c)(f) | | 6.10% | | 05/2023 | | 306 | | | 311 | | | — | | | 306 | |
| Inventus Power, Inc.^*+ | One stop | | L + 6.50% | (a) | | 8.54% | | 04/2020 | | 15,885 | | | 15,399 | | | 0.6 | | | 14,295 | |
| Inventus Power, Inc. | One stop | | L + 6.50% | (a) | | 8.55% | | 04/2020 | | 610 | | | 581 | | | — | | | 530 | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc#+!~ | Senior loan | | L + 4.00% | (a)(f) | | 6.04% | | 07/2025 | | 13,702 | | | 13,973 | | | 0.6 | | | 13,702 | |
See Notes to Consolidated Financial Statements.
39
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Diversified/Conglomerate Manufacturing - (continued) | | | | | | | | | | | | | | | | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc | Senior loan | | L + 4.00% | (b) | | 6.09% | | 07/2023 | | $ | 8 | | | $ | 8 | | | — | | % | $ | 8 | |
| PetroChoice Holdings, Inc.^ | Senior loan | | L + 5.00% | (c) | | 7.26% | | 08/2022 | | 3,309 | | | 3,320 | | | 0.1 | | | 3,211 | |
| Reladyne, Inc.^* | Senior loan | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 27,295 | | | 27,634 | | | 1.2 | | | 27,295 | |
| Reladyne, Inc. | Senior loan | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 2,366 | | | 2,457 | | | 0.1 | | | 2,366 | |
| Reladyne, Inc. | Senior loan | | L + 5.00% | (c) | | 7.10% | | 07/2022 | | 1,732 | | | 1,805 | | | 0.1 | | | 1,732 | |
| Reladyne, Inc. | Senior loan | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 1,561 | | | 1,627 | | | 0.1 | | | 1,561 | |
| Reladyne, Inc.^ | Senior loan | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 1,283 | | | 1,333 | | | 0.1 | | | 1,283 | |
| Reladyne, Inc.#!~ | Senior loan | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 1,104 | | | 1,147 | | | 0.1 | | | 1,104 | |
| Reladyne, Inc.#!~ | Senior loan | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 503 | | | 523 | | | — | | | 503 | |
| Togetherwork Holdings, LLC* | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 15,724 | | | 15,898 | | | 0.7 | | | 15,724 | |
| Togetherwork Holdings, LLC#+!~ | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,822 | | | 1,897 | | | 0.1 | | | 1,822 | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,768 | | | 1,837 | | | 0.1 | | | 1,768 | |
| Togetherwork Holdings, LLC* | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,724 | | | 1,795 | | | 0.1 | | | 1,724 | |
| Togetherwork Holdings, LLC#+!~ | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,664 | | | 1,704 | | | 0.1 | | | 1,664 | |
| Togetherwork Holdings, LLC*+ | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,605 | | | 1,671 | | | 0.1 | | | 1,605 | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,496 | | | 1,556 | | | 0.1 | | | 1,496 | |
| Togetherwork Holdings, LLC* | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 1,225 | | | 1,247 | | | 0.1 | | | 1,225 | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 675 | | | 701 | | | — | | | 675 | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 66 | | | 67 | | | — | | | 66 | |
| Togetherwork Holdings, LLC#!~ | One stop | | L + 6.25% | (a) | | 8.29% | | 03/2025 | | 60 | | | 62 | | | — | | | 60 | |
| Togetherwork Holdings, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 03/2024 | | — | | | (2) | | | — | | | — | |
| | | | | | | | | | | 124,421 | | | 126,030 | | | 5.6 | | | 122,653 | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | |
| 3ES Innovation, Inc.#+!~(8)(12) | One stop | | L + 5.75% | (c)(d) | | 7.81% | | 05/2025 | | 13,900 | | | 14,196 | | | 0.6 | | | 13,900 | |
| 3ES Innovation, Inc.(5)(8)(12) | One stop | | L + 5.75% | | | N/A(6) | | 05/2025 | | — | | | (2) | | | — | | | — | |
| Accela, Inc.* | One stop | | L + 8.75% | (a) | | 5.29% cash/5.50% PIK | | 09/2023 | | 11,933 | | | 11,983 | | | 0.5 | | | 11,695 | |
| Accela, Inc. | One stop | | L + 8.75% | (a) | | 5.29% cash/5.50% PIK | | 09/2023 | | 996 | | | 1,003 | | | — | | | 976 | |
| Accela, Inc. | One stop | | L + 8.75% | (a) | | 5.29% cash/5.50% PIK | | 09/2023 | | 104 | | | 104 | | | — | | | 102 | |
| Agility Recovery Solutions Inc.^* | One stop | | L + 6.00% | (e) | | 8.02% | | 03/2023 | | 22,708 | | | 22,869 | | | 1.0 | | | 22,708 | |
| Agility Recovery Solutions Inc. | One stop | | L + 6.00% | (a)(c) | | 8.10% | | 03/2023 | | 201 | | | 196 | | | — | | | 201 | |
| Apptio, Inc.#!~ | One stop | | L + 7.25% | (c) | | 9.56% | | 01/2025 | | 57,009 | | | 57,889 | | | 2.6 | | | 57,009 | |
| Apptio, Inc.(5) | One stop | | L + 7.25% | | | N/A(6) | | 01/2025 | | — | | | (2) | | | — | | | — | |
| Arch Global CCT Holdings Corp.#+!~ | Senior loan | | L + 4.75% | (a)(f) | | 6.79% | | 04/2026 | | 3,853 | | | 3,896 | | | 0.2 | | | 3,853 | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.75% | | | N/A(6) | | 04/2025 | | — | | | — | | | — | | | — | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.75% | | | N/A(6) | | 04/2026 | | — | | | — | | | — | | | — | |
| Astute Holdings, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 04/2025 | | 10,935 | | | 11,132 | | | 0.5 | | | 10,935 | |
| Astute Holdings, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 04/2025 | | 40 | | | 39 | | | — | | | 40 | |
| Astute Holdings, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2025 | | — | | | (2) | | | — | | | — | |
| AutoQuotes, LLC | One stop | | L + 5.75% | (c) | | 7.88% | | 11/2024 | | 9,888 | | | 10,056 | | | 0.4 | | | 9,888 | |
| AutoQuotes, LLC | One stop | | L + 5.75% | | | N/A(6) | | 11/2024 | | — | | | — | | | — | | | — | |
| Axiom Merger Sub Inc.#!~ | One stop | | L + 5.50% | (b)(c) | | 7.85% | | 04/2026 | | 5,906 | | | 5,969 | | | 0.3 | | | 5,906 | |
| Axiom Merger Sub Inc.#+!~(8)(9) | One stop | | E + 5.75% | (g) | | 5.75% | | 04/2026 | | 2,442 | | | 2,467 | | | 0.1 | | | 2,378 | |
| Axiom Merger Sub Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | — | |
| Axiom Merger Sub Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2026 | | — | | | (3) | | | — | | | — | |
| Bazaarvoice, Inc.*#+!~ | One stop | | L + 5.75% | (a) | | 7.79% | | 02/2024 | | 48,613 | | | 49,581 | | | 2.2 | | | 48,613 | |
| Bazaarvoice, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 02/2024 | | — | | | (3) | | | — | | | — | |
| Bearcat Buyer, Inc.#+!~ | Senior loan | | L + 4.25% | (c) | | 6.35% | | 07/2026 | | 2,957 | | | 2,983 | | | 0.1 | | | 2,928 | |
See Notes to Consolidated Financial Statements.
40
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | |
| Bearcat Buyer, Inc.#!~ | Senior loan | | L + 4.25% | (c) | | 6.35% | | 07/2026 | | $ | 312 | | | $ | 309 | | | — | | % | $ | 309 | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | (c) | | 6.35% | | 07/2026 | | 166 | | | 167 | | | — | | | 162 | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | — | |
| Bullhorn, Inc.#!~ | One stop | | L + 6.75% | (b) | | 8.91% | | 11/2022 | | 5,082 | | | 5,094 | | | 0.2 | | | 5,132 | |
| Bullhorn, Inc.#!~ | One stop | | L + 6.75% | (b) | | 8.91% | | 11/2022 | | 1,217 | | | 1,220 | | | 0.1 | | | 1,229 | |
| Calabrio, Inc.#!~ | One stop | | L + 6.50% | (c) | | 8.60% | | 06/2025 | | 9,880 | | | 10,058 | | | 0.4 | | | 9,880 | |
| Calabrio, Inc. | One stop | | L + 6.50% | (a)(c) | | 8.54% | | 06/2025 | | 84 | | | 84 | | | — | | | 84 | |
| Caliper Software, Inc.#!~ | One stop | | L + 6.00% | (c)(f) | | 8.10% | | 11/2025 | | 26,137 | | | 26,698 | | | 1.2 | | | 26,137 | |
| Caliper Software, Inc. | One stop | | L + 6.00% | (c) | | 8.10% | | 11/2023 | | 284 | | | 287 | | | — | | | 284 | |
| Centrify Corporation* | One stop | | L + 6.25% | (c) | | 8.36% | | 08/2024 | | 23,375 | | | 23,422 | | | 1.0 | | | 22,674 | |
| Centrify Corporation | One stop | | P + 5.25% | (f) | | 10.25% | | 08/2024 | | 300 | | | 300 | | | — | | | 292 | |
| Clearwater Analytics, LLC^* | One stop | | L + 7.00% | (c) | | 9.20% | | 09/2022 | | 16,458 | | | 16,452 | | | 0.7 | | | 16,458 | |
| Clearwater Analytics, LLC+ | One stop | | L + 7.00% | (c) | | 9.22% | | 07/2025 | | 6,102 | | | 6,134 | | | 0.3 | | | 6,102 | |
| Clearwater Analytics, LLC(5) | One stop | | L + 7.00% | | | N/A(6) | | 09/2022 | | — | | | (4) | | | — | | | — | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a)(c) | | 10.60% cash/0.50% PIK | | 05/2023 | | 4,193 | | | 4,240 | | | 0.2 | | | 4,172 | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a) | | 10.54% cash/0.50% PIK | | 08/2021 | | 1,462 | | | 1,482 | | | 0.1 | | | 1,421 | |
| Cloudbees, Inc. | One stop | | L + 8.50% | | | N/A(6) | | 05/2023 | | — | | | — | | | — | | | — | |
| Confluence Technologies, Inc. | One stop | | L + 5.50% | (a) | | 7.55% | | 03/2024 | | 15,470 | | | 15,741 | | | 0.7 | | | 15,470 | |
| Confluence Technologies, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 03/2024 | | — | | | (1) | | | — | | | — | |
| Connexin Software, Inc.#!~ | One stop | | L + 8.50% | (a) | | 10.54% | | 02/2024 | | 7,550 | | | 7,637 | | | 0.3 | | | 7,475 | |
| Connexin Software, Inc. | One stop | | L + 8.50% | | | N/A(6) | | 02/2024 | | — | | | — | | | — | | | — | |
| Conservice, LLC#+!~ | One stop | | L + 5.25% | (a) | | 7.29% | | 12/2024 | | 3,794 | | | 3,870 | | | 0.2 | | | 3,794 | |
| Conservice, LLC | One stop | | L + 5.25% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | |
| Daxko Acquisition Corporation^* | One stop | | L + 4.75% | (a) | | 6.79% | | 09/2023 | | 22,173 | | | 22,490 | | | 1.0 | | | 22,173 | |
| Daxko Acquisition Corporation(5) | One stop | | L + 4.75% | | | N/A(6) | | 09/2023 | | — | | | (1) | | | — | | | — | |
| Digital Guardian, Inc. | One stop | | L + 9.50% | (c) | | 8.82% cash/3.00% PIK | | 06/2023 | | 8,470 | | | 8,855 | | | 0.4 | | | 8,896 | |
| Digital Guardian, Inc. | Subordinated debt | | N/A | | | 8.00% PIK | | 06/2023 | | 8 | | | 6 | | | — | | | 8 | |
| Digital Guardian, Inc. | One stop | | L + 6.50% | | | N/A(6) | | 06/2023 | | — | | | 18 | | | — | | | 19 | |
| Digital Guardian, Inc. | One stop | | L + 5.00% | | | N/A(6) | | 06/2023 | | — | | | — | | | — | | | — | |
| DISA Holdings Acquisition Subsidiary Corp.#+!~ | Senior loan | | P + 3.00% | (c)(f) | | 7.09% | | 06/2022 | | 5,107 | | | 5,228 | | | 0.2 | | | 5,107 | |
| DISA Holdings Acquisition Subsidiary Corp. | Senior loan | | L + 4.00% | (a)(c)(f) | | 6.04% | | 06/2022 | | 20 | | | 19 | | | — | | | 20 | |
| DISA Holdings Acquisition Subsidiary Corp. | Senior loan | | L + 4.00% | | | N/A(6) | | 06/2022 | | — | | | 4 | | | — | | | — | |
| E2open, LLC*#+!~ | One stop | | L + 5.75% | (c) | | 7.87% | | 11/2024 | | 86,772 | | | 87,841 | | | 3.9 | | | 86,772 | |
| E2open, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2024 | | — | | | (6) | | | — | | | — | |
| EGD Security Systems, LLC^* | One stop | | L + 5.75% | (c) | | 8.06% | | 06/2023 | | 30,092 | | | 30,588 | | | 1.4 | | | 30,092 | |
| EGD Security Systems, LLC | One stop | | L + 5.75% | (b)(c) | | 8.06% | | 06/2023 | | 644 | | | 669 | | | — | | | 644 | |
| EGD Security Systems, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 06/2023 | | — | | | (2) | | | — | | | — | |
| EGD Security Systems, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 06/2023 | | — | | | (2) | | | — | | | — | |
| GS Acquisitionco, Inc.*#+!~ | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 54,564 | | | 55,059 | | | 2.4 | | | 53,881 | |
| GS Acquisitionco, Inc.* | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 12,886 | | | 13,268 | | | 0.6 | | | 12,725 | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 3,320 | | | 3,419 | | | 0.1 | | | 3,279 | |
| GS Acquisitionco, Inc.#+!~ | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 3,064 | | | 3,155 | | | 0.1 | | | 3,025 | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 1,918 | | | 1,976 | | | 0.1 | | | 1,895 | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 52 | | | 50 | | | — | | | 50 | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (a) | | 7.80% | | 05/2024 | | 11 | | | 10 | | | — | | | 9 | |
| HealthcareSource HR, Inc.* | One stop | | L + 5.25% | (c) | | 7.35% | | 05/2023 | | 34,095 | | | 34,208 | | | 1.5 | | | 34,095 | |
| HealthcareSource HR, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 05/2023 | | — | | | (2) | | | — | | | — | |
See Notes to Consolidated Financial Statements.
41
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | |
| HSI Halo Acquisition, Inc.#+!~ | One stop | | L + 5.75% | (c) | | 7.87% | | 08/2026 | | $ | 4,133 | | | $ | 4,187 | | | 0.2 | | % | $ | 4,092 | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 09/2025 | | — | | | — | | | — | | | — | |
| HSI Halo Acquisition, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2026 | | — | | | (6) | | | — | | | (7) | |
| Hydraulic Authority III Limited#!~(8)(9)(10) | One stop | | L + 6.00% | (i)(j) | | 7.00% | | 11/2025 | | 12,439 | | | 12,686 | | | 0.5 | | | 12,102 | |
| Hydraulic Authority III Limited(8)(9)(10) | One stop | | N/A | | | 11.00% PIK | | 11/2028 | | 179 | | | 184 | | | — | | | 175 | |
| Hydraulic Authority III Limited(8)(9)(10) | One stop | | L + 6.00% | (i) | | 8.10% | | 11/2025 | | 24 | | | 24 | | | — | | | 24 | |
| ICIMS, Inc.#!~ | One stop | | L + 6.50% | (a) | | 8.56% | | 09/2024 | | 14,355 | | | 14,597 | | | 0.7 | | | 14,355 | |
| ICIMS, Inc.#!~ | One stop | | L + 6.50% | (a) | | 8.56% | | 09/2024 | | 4,501 | | | 4,595 | | | 0.2 | | | 4,501 | |
| ICIMS, Inc.(5) | One stop | | L + 6.50% | | | N/A(6) | | 09/2024 | | — | | | (1) | | | — | | | — | |
| III US Holdings, LLC | One stop | | L + 6.00% | | | N/A(6) | | 09/2022 | | — | | | — | | | — | | | — | |
| Imprivata, Inc.*#+!~ | Senior loan | | L + 4.00% | (c) | | 6.10% | | 10/2023 | | 13,185 | | | 13,427 | | | 0.6 | | | 13,185 | |
| Imprivata, Inc.(5) | Senior loan | | L + 4.00% | | | N/A(6) | | 10/2023 | | — | | | (1) | | | — | | | — | |
| Infogix, Inc.* | One stop | | L + 6.50% | (c) | | 8.60% | | 04/2024 | | 7,252 | | | 7,419 | | | 0.3 | | | 7,107 | |
| Infogix, Inc.*+ | One stop | | L + 6.50% | (c) | | 8.60% | | 04/2024 | | 1,119 | | | 1,140 | | | 0.1 | | | 1,096 | |
| Infogix, Inc. | One stop | | L + 6.50% | (c) | | 8.60% | | 04/2024 | | 28 | | | 27 | | | — | | | 26 | |
| Integral Ad Science, Inc.#!~ | One stop | | L + 7.25% | (a) | | 8.05% cash/1.25% PIK | | 07/2024 | | 14,751 | | | 15,006 | | | 0.7 | | | 14,751 | |
| Integral Ad Science, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 07/2023 | | — | | | (3) | | | — | | | (4) | |
| Integration Appliance, Inc.^*#!~ | One stop | | L + 7.25% | (c) | | 9.43% | | 08/2023 | | 68,335 | | | 69,389 | | | 3.1 | | | 68,335 | |
| Integration Appliance, Inc. | One stop | | L + 7.25% | (a) | | 9.29% | | 08/2023 | | 487 | | | 482 | | | — | | | 487 | |
| Internet Truckstop Group LLC* | One stop | | L + 5.50% | (c) | | 7.61% | | 04/2025 | | 22,816 | | | 23,521 | | | 1.0 | | | 22,816 | |
| Internet Truckstop Group LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2025 | | — | | | (3) | | | — | | | — | |
| Invoice Cloud, Inc. | One stop | | L + 6.50% | (c) | | 5.43% cash/3.25% PIK | | 02/2024 | | 6,309 | | | 6,360 | | | 0.3 | | | 6,309 | |
| Invoice Cloud, Inc. | One stop | | L + 6.00% | | | N/A(6) | | 02/2024 | | — | | | — | | | — | | | — | |
| Invoice Cloud, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 02/2024 | | — | | | (1) | | | — | | | — | |
| JAMF Holdings, Inc.#!~ | One stop | | L + 7.00% | (c) | | 9.18% | | 11/2022 | | 13,559 | | | 13,806 | | | 0.6 | | | 13,559 | |
| JAMF Holdings, Inc. | One stop | | L + 7.00% | (a) | | 9.05% | | 11/2022 | | 36 | | | 36 | | | — | | | 36 | |
| Kareo, Inc. | One stop | | L + 9.00% | (a) | | 11.04% | | 06/2022 | | 10,273 | | | 10,453 | | | 0.5 | | | 10,350 | |
| Kareo, Inc. | One stop | | L + 9.00% | (a) | | 11.04% | | 06/2022 | | 940 | | | 963 | | | — | | | 948 | |
| Kareo, Inc. | One stop | | L + 9.00% | (a) | | 11.04% | | 06/2022 | | 753 | | | 772 | | | — | | | 759 | |
| Kareo, Inc. | One stop | | L + 9.00% | | | N/A(6) | | 06/2022 | | — | | | — | | | — | | | — | |
| Kaseya Traverse Inc* | One stop | | L + 6.50% | (c)(d) | | 7.72% cash/1.00% PIK | | 05/2025 | | 33,149 | | | 34,346 | | | 1.5 | | | 33,149 | |
| Kaseya Traverse Inc | One stop | | L + 6.50% | (c)(d) | | 7.69% cash/1.00% PIK | | 05/2025 | | 498 | | | 519 | | | — | | | 498 | |
| Kaseya Traverse Inc | One stop | | L + 6.50% | (c) | | 8.60% | | 05/2025 | | 52 | | | 51 | | | — | | | 52 | |
| Keais Records Service, LLC | One stop | | L + 4.50% | (a) | | 6.54% | | 10/2024 | | 18,076 | | | 18,388 | | | 0.8 | | | 18,076 | |
| Keais Records Service, LLC(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2024 | | — | | | (1) | | | — | | | — | |
| Keais Records Service, LLC | One stop | | L + 4.50% | | | N/A(6) | | 10/2024 | | — | | | — | | | — | | | — | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (c) | | 6.65% | | 03/2025 | | 2,567 | | | 2,631 | | | 0.1 | | | 2,567 | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (c) | | 6.61% | | 03/2025 | | 33 | | | 32 | | | — | | | 33 | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (a)(c)(f) | | 7.04% | | 03/2025 | | 26 | | | 26 | | | — | | | 26 | |
| Litera Bidco LLC#+!~ | One stop | | L + 5.75% | (c)(d) | | 7.95% | | 05/2026 | | 3,379 | | | 3,411 | | | 0.2 | | | 3,379 | |
| Litera Bidco LLC | One stop | | L + 5.75% | (c)(d) | | 7.96% | | 05/2026 | | 705 | | | 735 | | | — | | | 705 | |
| Litera Bidco LLC | One stop | | L + 5.75% | (c)(d) | | 7.96% | | 05/2026 | | 705 | | | 734 | | | — | | | 705 | |
| Litera Bidco LLC | One stop | | L + 5.75% | | | N/A(6) | | 05/2025 | | — | | | — | | | — | | | — | |
| Maverick Bidco Inc.*#!~ | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2023 | | 39,870 | | | 40,173 | | | 1.8 | | | 39,073 | |
| Maverick Bidco Inc.* | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2023 | | 3,215 | | | 3,289 | | | 0.1 | | | 3,151 | |
| Maverick Bidco Inc. | One stop | | L + 6.25% | (c) | | 8.55% | | 04/2023 | | 68 | | | 65 | | | — | | | 62 | |
| MetricStream, Inc. | One stop | | L + 7.00% | (a) | | 9.04% | | 05/2024 | | 9,131 | | | 9,232 | | | 0.4 | | | 9,192 | |
| MetricStream, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 05/2024 | | — | | | 1 | | | — | | | 2 | |
See Notes to Consolidated Financial Statements.
42
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | |
| MetricStream, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 04/2024 | | $ | — | | | $ | 12 | | | — | | % | $ | 14 | |
| Mindbody, Inc.#!~ | One stop | | L + 7.00% | (a) | | 9.06% | | 02/2025 | | 48,351 | | | 49,317 | | | 2.2 | | | 48,351 | |
| Mindbody, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 02/2025 | | — | | | (1) | | | — | | | — | |
| Ministry Brands, LLC+ | Senior loan | | L + 4.00% | (a) | | 6.04% | | 12/2022 | | 1,460 | | | 1,484 | | | 0.1 | | | 1,460 | |
| Ministry Brands, LLC+ | Senior loan | | L + 4.00% | (a) | | 6.04% | | 12/2022 | | 836 | | | 849 | | | — | | | 836 | |
| Ministry Brands, LLC | Senior loan | | L + 4.00% | (a) | | 6.04% | | 12/2022 | | 381 | | | 397 | | | — | | | 381 | |
| MMan Acquisition Co.^*+ | One stop | | L + 3.50% | (c) | | 3.26% cash/2.50% PIK | | 08/2023 | | 22,428 | | | 19,646 | | | 0.8 | | | 16,798 | |
| Namely, Inc.#!~ | One stop | | L + 7.50% | (a) | | 6.25% cash/1.25% PIK | | 06/2024 | | 3,546 | | | 3,589 | | | 0.2 | | | 3,546 | |
| Namely, Inc. | One stop | | L + 6.25% | | | N/A(6) | | 06/2024 | | — | | | — | | | — | | | — | |
| Namely, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 06/2024 | | — | | | (16) | | | — | | | — | |
| Net Health Acquisition Corp.* | One stop | | L + 5.50% | (c) | | 7.60% | | 12/2023 | | 8,642 | | | 8,775 | | | 0.4 | | | 8,555 | |
| Net Health Acquisition Corp.#+!~ | One stop | | L + 5.50% | (c) | | 7.60% | | 12/2023 | | 6,914 | | | 7,069 | | | 0.3 | | | 6,845 | |
| Net Health Acquisition Corp.* | One stop | | L + 5.50% | (c) | | 7.60% | | 12/2023 | | 1,207 | | | 1,227 | | | 0.1 | | | 1,195 | |
| Net Health Acquisition Corp.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2023 | | — | | | (2) | | | — | | | (2) | |
| Netsmart Technologies, Inc.(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 04/2021 | | — | | | (4) | | | — | | | (2) | |
| Nextech Holdings, LLC#+!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 06/2025 | | 4,052 | | | 4,132 | | | 0.2 | | | 4,052 | |
| Nextech Holdings, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 06/2025 | | 100 | | | 96 | | | — | | | 100 | |
| Nextech Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2025 | | — | | | (23) | | | — | | | — | |
| Nexus Brands Group, Inc.* | One stop | | L + 6.00% | (c) | | 8.12% | | 11/2023 | | 9,474 | | | 9,597 | | | 0.4 | | | 9,474 | |
| Nexus Brands Group, Inc.#+!~(8)(9) | One stop | | N/A | | | 7.00% | | 11/2023 | | 7,240 | | | 7,396 | | | 0.3 | | | 7,060 | |
| Nexus Brands Group, Inc. | One stop | | L + 6.00% | (c) | | 8.10% | | 11/2023 | | 2,007 | | | 2,091 | | | 0.1 | | | 2,007 | |
| Nexus Brands Group, Inc.#!~ | One stop | | L + 6.00% | (c) | | 8.10% | | 11/2023 | | 1,452 | | | 1,513 | | | 0.1 | | | 1,452 | |
| Nexus Brands Group, Inc. | One stop | | L + 6.00% | (a)(c) | | 8.13% | | 11/2023 | | 160 | | | 162 | | | — | | | 160 | |
| Nexus Brands Group, Inc.(8)(9) | One stop | | N/A | | | N/A(6) | | 11/2023 | | — | | | — | | | — | | | — | |
| Nexus Brands Group, Inc.(5)(8)(9) | One stop | | N/A | | | N/A(6) | | 11/2023 | | — | | | (1) | | | — | | | — | |
| Nexus Brands Group, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 11/2023 | | — | | | (1) | | | — | | | — | |
| Personify, Inc.*+ | One stop | | L + 5.75% | (c) | | 7.85% | | 09/2024 | | 15,614 | | | 15,933 | | | 0.7 | | | 15,614 | |
| Personify, Inc. | One stop | | L + 5.75% | (c) | | 7.85% | | 09/2024 | | 40 | | | 40 | | | — | | | 40 | |
| PlanSource Holdings, Inc.#!~ | One stop | | L + 6.25% | (c) | | 8.81% | | 04/2025 | | 9,330 | | | 9,516 | | | 0.4 | | | 9,330 | |
| PlanSource Holdings, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2025 | | — | | | (1) | | | — | | | — | |
| Project Power Buyer, LLC#+!~ | One stop | | L + 5.75% | (c) | | 7.86% | | 05/2026 | | 11,613 | | | 11,860 | | | 0.5 | | | 11,613 | |
| Project Power Buyer, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | |
| Property Brands, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 20,049 | | | 20,296 | | | 0.9 | | | 20,049 | |
| Property Brands, Inc.* | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 6,720 | | | 6,861 | | | 0.3 | | | 6,720 | |
| Property Brands, Inc.^ | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 3,276 | | | 3,413 | | | 0.2 | | | 3,276 | |
| Property Brands, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 1,438 | | | 1,496 | | | 0.1 | | | 1,438 | |
| Property Brands, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 1,218 | | | 1,267 | | | 0.1 | | | 1,218 | |
| Property Brands, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 1,200 | | | 1,251 | | | 0.1 | | | 1,200 | |
| Property Brands, Inc. | One stop | | L + 6.00% | (a) | | 8.04% | | 01/2024 | | 507 | | | 527 | | | — | | | 507 | |
| Property Brands, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 01/2024 | | — | | | (1) | | | — | | | — | |
| Property Brands, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 01/2024 | | — | | | (4) | | | — | | | — | |
| Qgenda Intermediate Holdings, LLC+ | One stop | | L + 4.75% | (a) | | 6.79% | | 06/2025 | | 15,432 | | | 15,453 | | | 0.7 | | | 15,432 | |
| Qgenda Intermediate Holdings, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 06/2025 | | — | | | (2) | | | — | | | — | |
| RegEd Aquireco, LLC+ | Senior loan | | L + 4.25% | (a) | | 6.29% | | 12/2024 | | 11,532 | | | 11,527 | | | 0.5 | | | 11,532 | |
| RegEd Aquireco, LLC | Senior loan | | P + 3.25% | (f) | | 8.25% | | 12/2024 | | 58 | | | 58 | | | — | | | 58 | |
| RegEd Aquireco, LLC(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 12/2024 | | — | | | (5) | | | — | | | — | |
| Saba Software, Inc.^*#+!~ | Senior loan | | L + 4.50% | (b) | | 6.59% | | 05/2023 | | 49,189 | | | 50,222 | | | 2.2 | | | 49,189 | |
| Saba Software, Inc.#+!~ | Senior loan | | L + 4.50% | (b) | | 6.59% | | 05/2023 | | 11,011 | | | 11,140 | | | 0.5 | | | 11,011 | |
See Notes to Consolidated Financial Statements.
43
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | |
| Saba Software, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 05/2023 | | $ | — | | | $ | (2) | | | — | | % | $ | — | |
| SnapLogic, Inc. | One stop | | L + 8.75% | (a) | | 5.29% cash/5.50% PIK | | 09/2024 | | 5,734 | | | 5,650 | | | 0.3 | | | 5,671 | |
| SnapLogic, Inc. | One stop | | L + 3.25% | | | N/A(6) | | 09/2024 | | — | | | — | | | — | | | — | |
| SnapLogic, Inc. | One stop | | L + 3.25% | | | N/A(6) | | 09/2024 | | — | | | — | | | — | | | — | |
| Telesoft, LLC* | One stop | | L + 5.00% | (c) | | 7.32% | | 07/2022 | | 7,276 | | | 7,437 | | | 0.3 | | | 7,276 | |
| Telesoft, LLC | One stop | | L + 5.00% | | | N/A(6) | | 07/2022 | | — | | | — | | | — | | | — | |
| TI Intermediate Holdings, LLC+ | Senior loan | | L + 4.50% | (a) | | 6.54% | | 12/2024 | | 3,553 | | | 3,624 | | | 0.2 | | | 3,553 | |
| TI Intermediate Holdings, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | |
| Transact Holdings, Inc.#+!~ | Senior loan | | L + 4.75% | (c) | | 7.01% | | 04/2026 | | 3,110 | | | 3,160 | | | 0.1 | | | 3,094 | |
| Transaction Data Systems, Inc.*#+!~ | One stop | | L + 5.25% | (a) | | 7.30% | | 06/2021 | | 84,331 | | | 86,275 | | | 3.8 | | | 84,331 | |
| Transaction Data Systems, Inc. | One stop | | L + 5.25% | (a) | | 7.30% | | 06/2021 | | 130 | | | 133 | | | — | | | 130 | |
| Trintech, Inc.^* | One stop | | L + 6.50% | (c) | | 8.76% | | 12/2023 | | 22,629 | | | 23,071 | | | 1.0 | | | 22,629 | |
| Trintech, Inc.^ | One stop | | L + 6.50% | (c) | | 8.76% | | 12/2023 | | 9,383 | | | 9,625 | | | 0.4 | | | 9,383 | |
| Trintech, Inc. | One stop | | L + 6.50% | (c) | | 8.69% | | 12/2023 | | 120 | | | 122 | | | — | | | 120 | |
| True Commerce, Inc.^#+!~ | One stop | | L + 5.75% | (c) | | 7.85% | | 11/2023 | | 15,428 | | | 15,776 | | | 0.7 | | | 15,428 | |
| True Commerce, Inc.+(8)(9) | One stop | | L + 5.75% | (c) | | 7.85% | | 11/2023 | | 2,616 | | | 2,735 | | | 0.1 | | | 2,572 | |
| True Commerce, Inc.(8) | One stop | | L + 5.75% | (c) | | 7.85% | | 11/2023 | | 919 | | | 960 | | | — | | | 919 | |
| True Commerce, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2023 | | — | | | (1) | | | — | | | — | |
| Upserve, Inc.#!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 07/2023 | | 5,141 | | | 5,222 | | | 0.2 | | | 5,141 | |
| Upserve, Inc. | One stop | | L + 5.50% | (a) | | 7.54% | | 07/2023 | | 1,451 | | | 1,511 | | | 0.1 | | | 1,451 | |
| Upserve, Inc. | One stop | | L + 5.50% | | | N/A(6) | | 07/2023 | | — | | | — | | | — | | | — | |
| Vector CS Midco Limited & Cloudsense Ltd.#!~(8)(9)(10) | One stop | | L + 7.25% | (c) | | 4.50% cash/2.75% PIK | | 05/2024 | | 7,608 | | | 7,758 | | | 0.3 | | | 7,322 | |
| Vector CS Midco Limited & Cloudsense Ltd.(5)(8)(9)(10) | One stop | | L + 4.50% | | | N/A(6) | | 05/2024 | | — | | | (1) | | | — | | | — | |
| Velocity Technology Solutions, Inc.* | One stop | | L + 6.00% | (c) | | 8.10% | | 12/2023 | | 18,464 | | | 18,832 | | | 0.8 | | | 18,464 | |
| Velocity Technology Solutions, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2023 | | — | | | (1) | | | — | | | — | |
| Vendavo, Inc.*#!~ | One stop | | L + 8.50% | (c) | | 10.62% | | 10/2022 | | 35,726 | | | 35,670 | | | 1.6 | | | 35,726 | |
| Vendavo, Inc. | One stop | | P + 7.25% | (f) | | 12.50% | | 10/2022 | | 332 | | | 328 | | | — | | | 332 | |
| Verisys Corporation* | One stop | | L + 6.50% | (c) | | 8.60% | | 01/2023 | | 8,555 | | | 8,736 | | | 0.4 | | | 8,555 | |
| Verisys Corporation(5) | One stop | | L + 6.50% | | | N/A(6) | | 01/2023 | | — | | | (1) | | | — | | | — | |
| Workforce Software, LLC#!~ | One stop | | L + 6.50% | (c) | | 7.76% cash/1.00% PIK | | 07/2025 | | 27,059 | | | 27,903 | | | 1.2 | | | 26,787 | |
| Workforce Software, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 07/2025 | | — | | | (3) | | | — | | | (2) | |
| | | | | | | | | | | 1,419,537 | | | 1,439,750 | | | 63.2 | | | 1,409,960 | |
| Ecological | | | | | | | | | | | | | | | | |
| Pace Analytical Services, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 29,947 | | | 30,387 | | | 1.3 | | | 29,947 | |
| Pace Analytical Services, LLC^ | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 2,785 | | | 2,833 | | | 0.1 | | | 2,785 | |
| Pace Analytical Services, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 1,668 | | | 1,735 | | | 0.1 | | | 1,668 | |
| Pace Analytical Services, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 1,534 | | | 1,565 | | | 0.1 | | | 1,534 | |
| Pace Analytical Services, LLC^ | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 1,235 | | | 1,284 | | | 0.1 | | | 1,235 | |
| Pace Analytical Services, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 836 | | | 851 | | | — | | | 836 | |
| Pace Analytical Services, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 684 | | | 696 | | | — | | | 684 | |
| Pace Analytical Services, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 566 | | | 588 | | | — | | | 566 | |
| Pace Analytical Services, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 190 | | | 197 | | | — | | | 190 | |
| Pace Analytical Services, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2022 | | 40 | | | 39 | | | — | | | 40 | |
| WRE Holding Corp.* | Senior loan | | L + 5.00% | (a)(c) | | 7.25% | | 01/2023 | | 2,300 | | | 2,352 | | | 0.1 | | | 2,300 | |
| WRE Holding Corp.#!~ | Senior loan | | L + 5.00% | (a)(c) | | 7.25% | | 01/2023 | | 949 | | | 990 | | | — | | | 949 | |
| WRE Holding Corp. | Senior loan | | L + 5.00% | (a)(c) | | 7.25% | | 01/2023 | | 314 | | | 327 | | | — | | | 314 | |
See Notes to Consolidated Financial Statements.
44
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Ecological - (continued) | | | | | | | | | | | | | | | | |
| WRE Holding Corp. | Senior loan | | L + 5.00% | (a)(c)(f) | | 7.23% | | 01/2023 | | $ | 28 | | | $ | 29 | | | — | | % | $ | 28 | |
| | | | | | | | | | | 43,076 | | | 43,873 | | | 1.8 | | | 43,076 | |
| Electronics | | | | | | | | | | | | | | | | |
| Appriss Holdings, Inc.#+!~ | One stop | | L + 5.50% | (c) | | 7.60% | | 06/2026 | | 25,221 | | | 26,050 | | | 1.1 | | | 25,221 | |
| Appriss Holdings, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2025 | | — | | | (4) | | | — | | | — | |
| Compusearch Software Holdings, Inc.^#+!~ | Senior loan | | L + 4.25% | (c) | | 6.35% | | 05/2021 | | 2,979 | | | 3,020 | | | 0.1 | | | 2,979 | |
| Diligent Corporation*+ | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 35,807 | | | 37,168 | | | 1.6 | | | 35,807 | |
| Diligent Corporation*#!~ | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 25,868 | | | 25,670 | | | 1.2 | | | 25,868 | |
| Diligent Corporation#!~ | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 12,538 | | | 12,841 | | | 0.6 | | | 12,538 | |
| Diligent Corporation^* | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 11,308 | | | 11,675 | | | 0.5 | | | 11,308 | |
| Diligent Corporation | One stop | | L + 5.50% | (c)(d) | | 7.73% | | 04/2022 | | 697 | | | 723 | | | — | | | 697 | |
| Diligent Corporation | One stop | | L + 5.50% | (c) | | 7.81% | | 04/2022 | | 489 | | | 508 | | | — | | | 489 | |
| Diligent Corporation | One stop | | L + 5.50% | (c)(d) | | 7.64% | | 04/2022 | | 285 | | | 287 | | | — | | | 285 | |
| Diligent Corporation#!~ | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 101 | | | 100 | | | — | | | 101 | |
| Diligent Corporation#!~ | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 80 | | | 79 | | | — | | | 80 | |
| Diligent Corporation | One stop | | L + 5.50% | (c) | | 7.81% | | 04/2022 | | 39 | | | 38 | | | — | | | 39 | |
| Diligent Corporation#!~ | One stop | | L + 5.50% | (c)(d) | | 7.56% | | 04/2022 | | 36 | | | 35 | | | — | | | 36 | |
| Episerver, Inc.#~!(8)(9) | One stop | | L + 6.00% | (a) | | 6.00% | | 10/2024 | | 20,821 | | | 21,208 | | | 0.9 | | | 20,139 | |
| Episerver, Inc.* | One stop | | L + 5.75% | (a) | | 7.79% | | 10/2024 | | 12,310 | | | 12,545 | | | 0.6 | | | 12,310 | |
| Episerver, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2024 | | — | | | (2) | | | — | | | — | |
| Gamma Technologies, LLC^*#!~ | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2024 | | 33,411 | | | 33,814 | | | 1.5 | | | 33,411 | |
| Gamma Technologies, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2024 | | — | | | (1) | | | — | | | — | |
| SEI, Inc.* | Senior loan | | L + 4.75% | (a) | | 6.79% | | 07/2023 | | 9,575 | | | 9,805 | | | 0.4 | | | 9,575 | |
| Silver Peak Systems, Inc. | One stop | | L + 7.00% | (a) | | 9.03% | | 04/2024 | | 5,998 | | | 6,018 | | | 0.3 | | | 6,004 | |
| Silver Peak Systems, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 04/2024 | | — | | | — | | | — | | | — | |
| Sloan Company, Inc., The+(7) | One stop | | L + 8.50% | (c) | | 10.60% | | 04/2020 | | 9,839 | | | 8,623 | | | 0.3 | | | 6,070 | |
| Sloan Company, Inc., The(7) | One stop | | L + 8.50% | (c) | | 10.60% | | 04/2020 | | 659 | | | 578 | | | — | | | 406 | |
| Sloan Company, Inc., The(7) | One stop | | L + 8.50% | (c) | | 10.60% | | 04/2020 | | 297 | | | 298 | | | — | | | 303 | |
| Sloan Company, Inc., The(7) | One stop | | L + 8.50% | (c) | | 10.60% | | 04/2020 | | 104 | | | 85 | | | — | | | 64 | |
| Sovos Compliance*+ | One stop | | L + 4.75% | (a) | | 6.79% | | 04/2024 | | 19,614 | | | 20,308 | | | 0.9 | | | 19,614 | |
| Sovos Compliance | Second lien | | N/A | | | 12.00% PIK | | 04/2025 | | 8,843 | | | 9,133 | | | 0.4 | | | 8,843 | |
| Sovos Compliance | One stop | | L + 4.75% | (a) | | 6.79% | | 04/2024 | | 1,903 | | | 1,972 | | | 0.1 | | | 1,903 | |
| Sovos Compliance | Second lien | | N/A | | | 12.00% PIK | | 04/2025 | | 1,195 | | | 1,242 | | | 0.1 | | | 1,195 | |
| Sovos Compliance | One stop | | L + 4.75% | (a) | | 6.79% | | 04/2024 | | 768 | | | 797 | | | — | | | 768 | |
| Sovos Compliance(5) | One stop | | L + 4.75% | | | N/A(6) | | 04/2024 | | — | | | (2) | | | — | | | — | |
| Watchfire Enterprises, Inc. | Second lien | | L + 8.00% | (c) | | 10.10% | | 10/2021 | | 9,435 | | | 9,370 | | | 0.4 | | | 9,435 | |
| | | | | | | | | | | 250,220 | | | 253,981 | | | 11.0 | | | 245,488 | |
| Finance | | | | | | | | | | | | | | | | |
| Institutional Shareholder Services#!~ | Senior loan | | L + 4.50% | (c) | | 6.60% | | 03/2026 | | 18,965 | | | 19,421 | | | 0.8 | | | 18,775 | |
| Institutional Shareholder Services | Senior loan | | L + 4.50% | (c) | | 6.60% | | 03/2024 | | 116 | | | 111 | | | — | | | 108 | |
| | | | | | | | | | | 19,081 | | | 19,532 | | | 0.8 | | | 18,883 | |
| Grocery | | | | | | | | | | | | | | | | |
| Teasdale Quality Foods, Inc.+ | Senior loan | | L + 5.75% | (c) | | 7.85% | | 10/2020 | | 354 | | | 348 | | | — | | | 319 | |
| Teasdale Quality Foods, Inc. | Senior loan | | L + 5.75% | (c) | | 7.85% | | 10/2020 | | 102 | | | 96 | | | — | | | 92 | |
| | | | | | | | | | | 456 | | | 444 | | | — | | | 411 | |
| Healthcare, Education and Childcare | | | | | | | | | | | | | | | | |
| Active Day, Inc. | One stop | | L + 6.50% | (c) | | 8.60% | | 12/2021 | | 24,420 | | | 24,768 | | | 1.1 | | | 24,420 | |
| Active Day, Inc.^ | One stop | | L + 6.50% | (c) | | 8.60% | | 12/2021 | | 1,884 | | | 1,915 | | | 0.1 | | | 1,884 | |
See Notes to Consolidated Financial Statements.
45
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | |
| Active Day, Inc.* | One stop | | L + 6.50% | (c) | | 8.60% | | 12/2021 | | $ | 1,215 | | | $ | 1,235 | | | 0.1 | | % | $ | 1,215 | |
| Active Day, Inc. | Senior loan | | L + 6.50% | (c) | | 8.60% | | 12/2021 | | 967 | | | 1,006 | | | — | | | 967 | |
| Active Day, Inc.* | One stop | | L + 6.50% | (c) | | 8.60% | | 12/2021 | | 839 | | | 852 | | | — | | | 839 | |
| Active Day, Inc. | One stop | | L + 6.50% | (c)(f) | | 8.60% | | 12/2021 | | 70 | | | 70 | | | — | | | 70 | |
| Active Day, Inc.(5) | One stop | | L + 6.50% | | | N/A(6) | | 12/2021 | | — | | | (1) | | | — | | | — | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 6.25% | (c) | | 8.37% | | 03/2023 | | 5,990 | | | 6,108 | | | 0.3 | | | 5,990 | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 6.25% | (b)(c) | | 8.43% | | 03/2023 | | 5,643 | | | 5,799 | | | 0.3 | | | 5,643 | |
| Acuity Eyecare Holdings, LLC^ | One stop | | L + 6.25% | (c) | | 8.35% | | 03/2023 | | 3,293 | | | 3,434 | | | 0.1 | | | 3,293 | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 6.25% | (c) | | 8.39% | | 03/2023 | | 1,593 | | | 1,656 | | | 0.1 | | | 1,593 | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 6.25% | (c) | | 8.42% | | 03/2023 | | 796 | | | 830 | | | — | | | 796 | |
| Acuity Eyecare Holdings, LLC | One stop | | L + 6.25% | | | N/A(6) | | 03/2023 | | — | | | — | | | — | | | — | |
| ADCS Clinics Intermediate Holdings, LLC+ | One stop | | L + 5.75% | (a) | | 7.79% | | 05/2022 | | 42,312 | | | 42,976 | | | 1.9 | | | 42,312 | |
| ADCS Clinics Intermediate Holdings, LLC* | One stop | | L + 5.75% | (a) | | 7.79% | | 05/2022 | | 212 | | | 216 | | | — | | | 212 | |
| ADCS Clinics Intermediate Holdings, LLC* | One stop | | L + 5.75% | (a) | | 7.85% | | 05/2022 | | 164 | | | 167 | | | — | | | 164 | |
| ADCS Clinics Intermediate Holdings, LLC* | One stop | | L + 5.75% | (a) | | 7.79% | | 05/2022 | | 62 | | | 64 | | | — | | | 62 | |
| ADCS Clinics Intermediate Holdings, LLC | One stop | | L + 5.75% | (a) | | 7.79% | | 05/2022 | | 30 | | | 30 | | | — | | | 30 | |
| Advanced Pain Management Holdings, Inc.+(7) | Senior loan | | L + 5.00% | (c) | | 7.10% | | 12/2019 | | 5,261 | | | 3,281 | | | 0.1 | | | 3,157 | |
| Advanced Pain Management Holdings, Inc.(7) | Senior loan | | L + 8.50% | (c) | | 10.60% | | 12/2019 | | 1,823 | | | 3 | | | — | | | 3 | |
| Advanced Pain Management Holdings, Inc.+(7) | Senior loan | | L + 5.00% | (c) | | 7.10% | | 12/2019 | | 360 | | | 225 | | | — | | | 216 | |
| Advanced Pain Management Holdings, Inc.(5)(7) | Senior loan | | L + 5.00% | (c) | | 7.10% | | 12/2019 | | 164 | | | (7) | | | — | | | (7) | |
| Agilitas USA, Inc.* | One stop | | L + 5.00% | (c) | | 7.32% | | 04/2022 | | 10,206 | | | 10,252 | | | 0.5 | | | 10,206 | |
| Agilitas USA, Inc. | One stop | | L + 5.00% | (c) | | 7.32% | | 04/2022 | | 20 | | | 20 | | | — | | | 20 | |
| Apothecary Products, LLC+ | Senior loan | | L + 4.50% | (c) | | 6.70% | | 07/2023 | | 3,086 | | | 3,228 | | | 0.1 | | | 3,086 | |
| Apothecary Products, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2023 | | — | | | — | | | — | | | — | |
| Aris Teleradiology Company, LLC+(7) | Senior loan | | L + 5.50% | (c) | | 7.60% | | 03/2021 | | 5,403 | | | 3,244 | | | 0.1 | | | 1,149 | |
| Aris Teleradiology Company, LLC(7) | Senior loan | | L + 5.50% | (b)(c)(d) | | 7.66% | | 03/2021 | | 1,084 | | | 684 | | | — | | | 220 | |
| Aspen Medical Products, LLC#+!~ | One stop | | L + 5.25% | (a)(c) | | 7.30% | | 06/2025 | | 4,303 | | | 4,389 | | | 0.2 | | | 4,303 | |
| Aspen Medical Products, LLC | One stop | | L + 5.25% | | | N/A(6) | | 06/2025 | | — | | | — | | | — | | | — | |
| BIO18 Borrower, LLC | One stop | | L + 5.25% | (a) | | 7.30% | | 11/2024 | | 11,188 | | | 11,231 | | | 0.5 | | | 11,188 | |
| BIO18 Borrower, LLC | One stop | | L + 5.25% | (a) | | 7.30% | | 11/2024 | | 66 | | | 66 | | | — | | | 66 | |
| BIO18 Borrower, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2024 | | — | | | (4) | | | — | | | — | |
| BIOVT, LLC^* | One stop | | L + 5.75% | (a) | | 7.79% | | 01/2021 | | 34,487 | | | 35,136 | | | 1.6 | | | 34,487 | |
| BIOVT, LLC#!~ | One stop | | L + 5.75% | (a) | | 7.79% | | 01/2021 | | 2,094 | | | 2,179 | | | 0.1 | | | 2,094 | |
| BIOVT, LLC | One stop | | L + 5.75% | (a) | | 7.79% | | 01/2021 | | 1,966 | | | 2,045 | | | 0.1 | | | 1,966 | |
| BIOVT, LLC | One stop | | L + 5.75% | | | N/A(6) | | 01/2021 | | — | | | — | | | — | | | — | |
| BIOVT, LLC | One stop | | L + 5.75% | | | N/A(6) | | 01/2021 | | — | | | — | | | — | | | — | |
| Blades Buyer, Inc.#+!~ | Senior loan | | L + 4.50% | (b)(c) | | 6.75% | | 08/2025 | | 2,848 | | | 2,879 | | | 0.1 | | | 2,827 | |
| Blades Buyer, Inc. | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | |
| Blades Buyer, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | (8) | | | — | | | (8) | |
| CLP Healthcare Services, Inc.^ | Senior loan | | L + 5.25% | (c) | | 7.37% | | 12/2020 | | 4,762 | | | 4,788 | | | 0.2 | | | 4,762 | |
| CMI Parent Inc.#+!~ | Senior loan | | L + 4.25% | (a) | | 6.29% | | 08/2025 | | 6,700 | | | 6,852 | | | 0.3 | | | 6,634 | |
| CMI Parent Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 08/2025 | | — | | | (2) | | | — | | | (4) | |
| CRH Healthcare Purchaser, Inc.#+!~ | Senior loan | | L + 4.50% | (c) | | 6.60% | | 12/2024 | | 14,011 | | | 14,203 | | | 0.6 | | | 14,011 | |
| CRH Healthcare Purchaser, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | (1) | | | — | | | — | |
| CRH Healthcare Purchaser, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | (3) | | | — | | | — | |
| DCA Investment Holding, LLC^*+ | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 31,737 | | | 32,216 | | | 1.4 | | | 31,737 | |
| DCA Investment Holding, LLC^*#+!~ | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 27,496 | | | 28,087 | | | 1.2 | | | 27,496 | |
| DCA Investment Holding, LLC* | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 8,405 | | | 8,655 | | | 0.4 | | | 8,405 | |
See Notes to Consolidated Financial Statements.
46
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | |
| DCA Investment Holding, LLC | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | $ | 4,074 | | | $ | 4,244 | | | 0.2 | | % | $ | 4,074 | |
| DCA Investment Holding, LLC | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 3,706 | | | 3,860 | | | 0.2 | | | 3,706 | |
| DCA Investment Holding, LLC* | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 2,537 | | | 2,643 | | | 0.1 | | | 2,537 | |
| DCA Investment Holding, LLC | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 678 | | | 706 | | | — | | | 678 | |
| DCA Investment Holding, LLC | One stop | | P + 4.25% | (f) | | 9.25% | | 07/2021 | | 309 | | | 303 | | | — | | | 309 | |
| DCA Investment Holding, LLC* | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 300 | | | 306 | | | — | | | 300 | |
| DCA Investment Holding, LLC* | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2021 | | 94 | | | 95 | | | — | | | 94 | |
| Deca Dental Management LLC^* | One stop | | L + 6.00% | (c) | | 8.10% | | 12/2021 | | 11,386 | | | 11,690 | | | 0.5 | | | 11,386 | |
| Deca Dental Management LLC#!~ | One stop | | L + 6.00% | (a)(c) | | 8.11% | | 12/2021 | | 1,385 | | | 1,423 | | | 0.1 | | | 1,385 | |
| Deca Dental Management LLC#+!~ | One stop | | L + 6.00% | (c) | | 8.10% | | 12/2021 | | 999 | | | 1,026 | | | 0.1 | | | 999 | |
| Deca Dental Management LLC | One stop | | L + 6.00% | (a)(c) | | 8.21% | | 12/2021 | | 741 | | | 771 | | | — | | | 741 | |
| Deca Dental Management LLC | One stop | | L + 6.00% | (a)(c) | | 8.12% | | 12/2021 | | 32 | | | 31 | | | — | | | 32 | |
| Deca Dental Management LLC | One stop | | L + 6.00% | | | N/A(6) | | 12/2021 | | — | | | — | | | — | | | — | |
| Dental Holdings Corporation | One stop | | L + 6.00% | (c) | | 8.12% | | 02/2020 | | 10,226 | | | 10,340 | | | 0.5 | | | 10,226 | |
| Dental Holdings Corporation* | One stop | | L + 6.00% | (c) | | 8.12% | | 02/2020 | | 1,632 | | | 1,651 | | | 0.1 | | | 1,632 | |
| Dental Holdings Corporation | One stop | | L + 6.00% | (c) | | 8.12% | | 02/2020 | | 828 | | | 837 | | | — | | | 828 | |
| Elite Dental Partners LLC* | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2023 | | 14,145 | | | 13,994 | | | 0.6 | | | 13,437 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2023 | | 1,874 | | | 1,862 | | | 0.1 | | | 1,781 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2023 | | 1,757 | | | 1,746 | | | 0.1 | | | 1,669 | |
| Elite Dental Partners LLC#+!~ | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2023 | | 1,676 | | | 1,665 | | | 0.1 | | | 1,592 | |
| Elite Dental Partners LLC#!~ | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2023 | | 1,607 | | | 1,596 | | | 0.1 | | | 1,527 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (a) | | 7.29% | | 06/2023 | | 200 | | | 198 | | | — | | | 190 | |
| Elite Dental Partners LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2023 | | — | | | (6) | | | — | | | — | |
| ERG Buyer, LLC* | One stop | | L + 5.50% | (c) | | 7.60% | | 05/2024 | | 19,330 | | | 19,265 | | | 0.8 | | | 18,749 | |
| ERG Buyer, LLC | One stop | | P + 4.50% | (f) | | 9.50% | | 05/2024 | | 20 | | | 14 | | | — | | | 12 | |
| ERG Buyer, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 05/2024 | | — | | | (9) | | | — | | | — | |
| eSolutions, Inc.^*+ | One stop | | L + 6.50% | (a) | | 8.54% | | 03/2022 | | 70,456 | | | 71,662 | | | 3.2 | | | 70,456 | |
| eSolutions, Inc. | One stop | | L + 6.50% | (d) | | 8.56% | | 03/2022 | | 100 | | | 100 | | | — | | | 100 | |
| Excelligence Learning Corporation^ | One stop | | L + 6.00% | (a) | | 8.04% | | 04/2023 | | 10,171 | | | 9,808 | | | 0.4 | | | 9,154 | |
| Eyecare Services Partners Holdings LLC+ | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 18,129 | | | 18,252 | | | 0.8 | | | 17,766 | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 7,951 | | | 8,126 | | | 0.4 | | | 7,792 | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 6,964 | | | 7,125 | | | 0.3 | | | 6,825 | |
| Eyecare Services Partners Holdings LLC*+ | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 2,377 | | | 2,432 | | | 0.1 | | | 2,330 | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 8.55% | | 05/2023 | | 2,027 | | | 2,064 | | | 0.1 | | | 1,986 | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 1,526 | | | 1,561 | | | 0.1 | | | 1,495 | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 1,128 | | | 1,155 | | | 0.1 | | | 1,106 | |
| Eyecare Services Partners Holdings LLC* | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 994 | | | 1,017 | | | — | | | 974 | |
| Eyecare Services Partners Holdings LLC*+ | One stop | | L + 6.25% | (c) | | 8.35% | | 05/2023 | | 641 | | | 654 | | | — | | | 629 | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 8.51% | | 05/2023 | | 200 | | | 198 | | | — | | | 192 | |
| G & H Wire Company, Inc.^ | One stop | | L + 5.75% | (a) | | 7.79% | | 09/2023 | | 5,980 | | | 5,980 | | | 0.3 | | | 5,980 | |
| G & H Wire Company, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2022 | | — | | | (1) | | | — | | | — | |
| Immucor, Inc.+ | Senior loan | | L + 5.00% | (c) | | 7.10% | | 06/2021 | | 3,594 | | | 3,672 | | | 0.2 | | | 3,598 | |
| Joerns Healthcare, LLC^* | One stop | | L + 6.00% | (c) | | 8.16% | | 08/2024 | | 535 | | | 506 | | | — | | | 535 | |
| Joerns Healthcare, LLC^* | One stop | | L + 6.00% | (c) | | 8.16% | | 08/2024 | | 514 | | | 506 | | | — | | | 514 | |
| Katena Holdings, Inc.^ | One stop | | L + 5.50% | (c) | | 7.60% | | 06/2021 | | 12,863 | | | 13,026 | | | 0.6 | | | 12,863 | |
| Katena Holdings, Inc.^ | One stop | | L + 5.50% | (c) | | 7.60% | | 06/2021 | | 1,256 | | | 1,273 | | | 0.1 | | | 1,256 | |
| Katena Holdings, Inc. | One stop | | L + 5.50% | (c) | | 7.60% | | 06/2021 | | 860 | | | 869 | | | — | | | 860 | |
| Katena Holdings, Inc. | One stop | | P + 4.50% | (f) | | 9.50% | | 06/2021 | | 80 | | | 82 | | | — | | | 80 | |
See Notes to Consolidated Financial Statements.
47
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | |
| Krueger-Gilbert Health Physics, LLC#!~ | One stop | | L + 4.75% | (c) | | 6.85% | | 05/2025 | | $ | 2,383 | | | $ | 2,368 | | | 0.1 | | % | $ | 2,383 | |
| Krueger-Gilbert Health Physics, LLC | One stop | | L + 4.75% | (b)(c) | | 7.02% | | 05/2025 | | 1,125 | | | 1,171 | | | 0.1 | | | 1,125 | |
| Krueger-Gilbert Health Physics, LLC | One stop | | L + 4.75% | | | N/A(6) | | 05/2025 | | — | | | — | | | — | | | — | |
| Krueger-Gilbert Health Physics, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 05/2025 | | — | | | (2) | | | — | | | — | |
| Lombart Brothers, Inc.^*#+!~(8) | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2023 | | 29,259 | | | 29,693 | | | 1.3 | | | 29,259 | |
| Lombart Brothers, Inc.^(8)(9) | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2023 | | 3,150 | | | 3,196 | | | 0.1 | | | 3,150 | |
| Lombart Brothers, Inc. | One stop | | P + 5.00% | (f) | | 10.00% | | 04/2023 | | 98 | | | 99 | | | — | | | 98 | |
| Lombart Brothers, Inc.(8)(9) | One stop | | P + 5.00% | (f) | | 10.00% | | 04/2023 | | 14 | | | 15 | | | — | | | 14 | |
| MD Now Holdings, Inc.+ | One stop | | L + 5.00% | (c) | | 7.10% | | 08/2024 | | 14,690 | | | 14,885 | | | 0.7 | | | 14,690 | |
| MD Now Holdings, Inc.(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | — | |
| MD Now Holdings, Inc.(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | — | |
| MWD Management, LLC & MWD Services, Inc.* | One stop | | L + 5.25% | (c) | | 7.35% | | 06/2023 | | 7,088 | | | 7,074 | | | 0.3 | | | 6,946 | |
| MWD Management, LLC & MWD Services, Inc.^ | One stop | | L + 5.25% | (c) | | 7.35% | | 06/2023 | | 4,564 | | | 4,670 | | | 0.2 | | | 4,472 | |
| MWD Management, LLC & MWD Services, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2022 | | — | | | (3) | | | — | | | (4) | |
| Oliver Street Dermatology Holdings, LLC | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 19,200 | | | 17,574 | | | 0.6 | | | 14,400 | |
| Oliver Street Dermatology Holdings, LLC* | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 2,241 | | | 1,916 | | | 0.1 | | | 1,680 | |
| Oliver Street Dermatology Holdings, LLC | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 2,099 | | | 1,912 | | | 0.1 | | | 1,575 | |
| Oliver Street Dermatology Holdings, LLC^+ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 1,577 | | | 1,344 | | | 0.1 | | | 1,183 | |
| Oliver Street Dermatology Holdings, LLC*+ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 1,393 | | | 1,188 | | | 0.1 | | | 1,045 | |
| Oliver Street Dermatology Holdings, LLC*+ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 1,213 | | | 1,034 | | | — | | | 910 | |
| Oliver Street Dermatology Holdings, LLC^+ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 944 | | | 805 | | | — | | | 708 | |
| Oliver Street Dermatology Holdings, LLC*+ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 819 | | | 698 | | | — | | | 614 | |
| Oliver Street Dermatology Holdings, LLC#+!~ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 505 | | | 430 | | | — | | | 379 | |
| Oliver Street Dermatology Holdings, LLC | One stop | | L + 7.25% | (c)(f) | | 8.35% cash/1.00% PIK | | 05/2022 | | 289 | | | 263 | | | — | | | 215 | |
| Oliver Street Dermatology Holdings, LLC^ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 98 | | | 89 | | | — | | | 74 | |
| Oliver Street Dermatology Holdings, LLC* | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 88 | | | 81 | | | — | | | 66 | |
| Oliver Street Dermatology Holdings, LLC^ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 70 | | | 63 | | | — | | | 52 | |
| Oliver Street Dermatology Holdings, LLC^ | One stop | | L + 7.25% | (c) | | 8.35% cash/1.00% PIK | | 05/2022 | | 64 | | | 59 | | | — | | | 48 | |
| ONsite Mammography, LLC | One stop | | L + 6.75% | (a) | | 8.79% | | 11/2023 | | 5,842 | | | 5,920 | | | 0.3 | | | 5,842 | |
| ONsite Mammography, LLC | One stop | | L + 6.75% | (a) | | 8.79% | | 11/2023 | | 1,031 | | | 1,075 | | | 0.1 | | | 1,031 | |
| ONsite Mammography, LLC | One stop | | L + 6.75% | (a) | | 8.79% | | 11/2023 | | 100 | | | 102 | | | — | | | 100 | |
| Pinnacle Treatment Centers, Inc. | One stop | | L + 5.75% | (c) | | 8.01% | | 08/2021 | | 19,329 | | | 19,650 | | | 0.9 | | | 19,329 | |
| Pinnacle Treatment Centers, Inc.#+!~ | One stop | | L + 5.75% | (c) | | 8.01% | | 08/2021 | | 716 | | | 730 | | | — | | | 716 | |
| Pinnacle Treatment Centers, Inc. | One stop | | L + 5.75% | (c) | | 8.01% | | 08/2021 | | 347 | | | 360 | | | — | | | 347 | |
| Pinnacle Treatment Centers, Inc. | One stop | | L + 5.75% | (c) | | 8.01% | | 08/2021 | | 188 | | | 193 | | | — | | | 188 | |
| Pinnacle Treatment Centers, Inc.^ | One stop | | L + 5.75% | (c) | | 8.01% | | 08/2021 | | 108 | | | 111 | | | — | | | 108 | |
| Pinnacle Treatment Centers, Inc. | One stop | | L + 5.75% | (c)(f) | | 8.53% | | 08/2021 | | 102 | | | 103 | | | — | | | 102 | |
| PPT Management Holdings, LLC+ | One stop | | L + 6.75% | (a)(c) | | 8.10% cash/0.75% PIK | | 12/2022 | | 24,533 | | | 22,536 | | | 0.9 | | | 20,846 | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (a)(c) | | 8.10% cash/0.75% PIK | | 12/2022 | | 302 | | | 285 | | | — | | | 256 | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (a)(c) | | 8.10% cash/0.75% PIK | | 12/2022 | | 178 | | | 168 | | | — | | | 152 | |
| PPT Management Holdings, LLC | One stop | | L + 6.75% | (a)(c) | | 8.10% cash/0.75% PIK | | 12/2022 | | 86 | | | 76 | | | — | | | 74 | |
| PPT Management Holdings, LLC(5) | One stop | | L + 6.75% | (a)(c) | | 8.10% cash/0.75% PIK | | 12/2022 | | 16 | | | (17) | | | — | | | (46) | |
| Pyramid Healthcare, Inc.*+ | One stop | | L + 6.50% | (c) | | 8.78% | | 08/2020 | | 1,459 | | | 1,467 | | | 0.1 | | | 1,459 | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c)(f) | | 8.78% | | 08/2020 | | 337 | | | 347 | | | — | | | 337 | |
| Pyramid Healthcare, Inc. | One stop | | L + 6.50% | (c) | | 8.62% | | 08/2020 | | 113 | | | 117 | | | — | | | 113 | |
See Notes to Consolidated Financial Statements.
48
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | |
| Riverchase MSO, LLC* | Senior loan | | L + 5.75% | (c) | | 7.85% | | 10/2022 | | $ | 9,720 | | | $ | 9,901 | | | 0.4 | | % | $ | 9,720 | |
| Riverchase MSO, LLC | Senior loan | | P + 4.75% | (f) | | 9.75% | | 10/2022 | | 26 | | | 26 | | | — | | | 26 | |
| RXH Buyer Corporation^* | One stop | | L + 5.75% | (c) | | 7.85% | | 09/2021 | | 27,814 | | | 28,193 | | | 1.3 | | | 27,814 | |
| RXH Buyer Corporation* | One stop | | L + 5.75% | (c) | | 7.85% | | 09/2021 | | 3,147 | | | 3,192 | | | 0.1 | | | 3,147 | |
| RXH Buyer Corporation | One stop | | L + 5.75% | (c)(f) | | 8.78% | | 09/2021 | | 158 | | | 159 | | | — | | | 158 | |
| SLMP, LLC^ | One stop | | L + 6.00% | (a) | | 8.04% | | 05/2023 | | 12,073 | | | 12,176 | | | 0.5 | | | 12,073 | |
| SLMP, LLC^ | One stop | | L + 6.00% | (a) | | 8.04% | | 05/2023 | | 5,813 | | | 6,060 | | | 0.3 | | | 5,813 | |
| SLMP, LLC | Subordinated debt | | N/A | | | 7.50% PIK | | 05/2027 | | 223 | | | 229 | | | — | | | 223 | |
| SLMP, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2023 | | — | | | (1) | | | — | | | — | |
| SLMP, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2023 | | — | | | (1) | | | — | | | — | |
| Spear Education, LLC^ | One stop | | L + 5.75% | (c) | | 8.07% | | 12/2019 | | 7,964 | | | 8,098 | | | 0.4 | | | 7,964 | |
| Spear Education, LLC* | One stop | | L + 5.75% | (c) | | 8.07% | | 12/2019 | | 249 | | | 256 | | | — | | | 249 | |
| Spear Education, LLC | One stop | | L + 5.75% | | | N/A(6) | | 12/2019 | | — | | | — | | | — | | | — | |
| Summit Behavioral Healthcare, LLC^ | Senior loan | | L + 4.75% | (c) | | 6.87% | | 10/2023 | | 11,065 | | | 10,961 | | | 0.5 | | | 10,512 | |
| Summit Behavioral Healthcare, LLC | Senior loan | | L + 4.75% | (c) | | 6.87% | | 10/2023 | | 180 | | | 178 | | | — | | | 171 | |
| Summit Behavioral Healthcare, LLC | Senior loan | | L + 4.75% | (c) | | 6.87% | | 10/2023 | | 144 | | | 141 | | | — | | | 136 | |
| WHCG Management, LLC* | Senior loan | | L + 6.00% | (c) | | 8.10% | | 03/2023 | | 6,256 | | | 6,405 | | | 0.3 | | | 6,256 | |
| WHCG Management, LLC | Senior loan | | L + 6.00% | (c) | | 8.11% | | 03/2023 | | 200 | | | 204 | | | — | | | 200 | |
| WHCG Management, LLC(5) | Senior loan | | L + 6.00% | | | N/A(6) | | 03/2023 | | — | | | (4) | | | — | | | — | |
| WIRB-Copernicus Group, Inc.^*#!~ | Senior loan | | L + 4.25% | (c) | | 6.35% | | 08/2022 | | 24,583 | | | 25,145 | | | 1.1 | | | 24,583 | |
| WIRB-Copernicus Group, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 08/2022 | | — | | | (1) | | | — | | | — | |
| WIRB-Copernicus Group, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 08/2022 | | — | | | (1) | | | — | | | — | |
| | | | | | | | | | | 752,215 | | | 750,240 | | | 32.8 | | | 726,960 | |
| Home and Office Furnishings, Housewares, and Durable Consumer | | | | | | | | | | | | | | | | |
| 1A Smart Start LLC#+!~ | Senior loan | | L + 4.50% | (a) | | 6.54% | | 02/2022 | | 1,389 | | | 1,412 | | | 0.1 | | | 1,389 | |
| CST Buyer Company^ | One stop | | L + 5.00% | (a) | | 7.04% | | 03/2023 | | 5,347 | | | 5,441 | | | 0.2 | | | 5,347 | |
| CST Buyer Company | One stop | | L + 5.00% | | | N/A(6) | | 03/2023 | | — | | | — | | | — | | | — | |
| Plano Molding Company, LLC^+ | One stop | | L + 7.00% | (a) | | 9.04% | | 05/2021 | | 14,748 | | | 14,698 | | | 0.6 | | | 14,158 | |
| | | | | | | | | | | 21,484 | | | 21,551 | | | 0.9 | | | 20,894 | |
| Hotels, Motels, Inns, and Gaming | | | | | | | | | | | | | | | | |
| Davidson Hotel Company, LLC+ | One stop | | L + 5.25% | (a)(c) | | 7.29% | | 07/2024 | | 8,544 | | | 8,476 | | | 0.4 | | | 8,459 | |
| Davidson Hotel Company, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2024 | | — | | | (13) | | | — | | | (27) | |
| Davidson Hotel Company, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | (11) | |
| Davidson Hotel Company, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | (2) | |
| | | | | | | | | | | 8,544 | | | 8,463 | | | 0.4 | | | 8,419 | |
| Insurance | | | | | | | | | | | | | | | | |
| Captive Resources Midco, LLC^*#+!~ | One stop | | L + 6.00% | (c) | | 8.20% | | 05/2025 | | 54,907 | | | 55,075 | | | 2.5 | | | 54,907 | |
| Captive Resources Midco, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2025 | | — | | | (28) | | | — | | | — | |
| Captive Resources Midco, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2025 | | — | | | (27) | | | — | | | — | |
| Integrity Marketing Acquisition, LLC#+!~ | Senior loan | | L + 5.75% | (c) | | 7.88% | | 08/2025 | | 2,489 | | | 2,490 | | | 0.1 | | | 2,452 | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | |
| Integrity Marketing Acquisition, LLC(5) | Senior loan | | L + 5.75% | | | N/A(6) | | 08/2025 | | — | | | (5) | | | — | | | (12) | |
| Integrity Marketing Acquisition, LLC(5) | Senior loan | | L + 5.75% | | | N/A(6) | | 08/2025 | | — | | | (3) | | | — | | | (8) | |
| J.S. Held Holdings, LLC#+!~ | One stop | | L + 6.00% | (c) | | 8.10% | | 07/2025 | | 2,930 | | | 2,944 | | | 0.1 | | | 2,930 | |
| J.S. Held Holdings, LLC | One stop | | P + 5.00% | (f) | | 10.00% | | 07/2025 | | 28 | | | 21 | | | — | | | 28 | |
| J.S. Held Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 07/2025 | | — | | | (38) | | | — | | | — | |
| Orchid Underwriters Agency, LLC#+!~ | Senior loan | | L + 4.50% | (c) | | 6.70% | | 12/2024 | | 4,231 | | | 4,295 | | | 0.2 | | | 4,231 | |
| Orchid Underwriters Agency, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | |
See Notes to Consolidated Financial Statements.
49
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Insurance - (continued) | | | | | | | | | | | | | | | | |
| Orchid Underwriters Agency, LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | $ | — | | | $ | (1) | | | — | | % | $ | — | |
| RSC Acquisition, Inc.#+!~ | Senior loan | | L + 4.25% | (a)(b)(c)(f) | | 6.40% | | 11/2022 | | 36,746 | | | 38,166 | | | 1.7 | | | 36,746 | |
| RSC Acquisition, Inc.* | Senior loan | | L + 4.25% | (b) | | 6.40% | | 11/2022 | | 2,280 | | | 2,261 | | | 0.1 | | | 2,280 | |
| RSC Acquisition, Inc. | Senior loan | | L + 4.25% | | | N/A(6) | | 11/2021 | | — | | | — | | | — | | | — | |
| RSC Acquisition, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 11/2022 | | — | | | (2) | | | — | | | — | |
| | | | | | | | | | | 103,611 | | | 105,148 | | | 4.7 | | | 103,554 | |
| Leisure, Amusement, Motion Pictures, Entertainment | | | | | | | | | | | | | | | | |
| CR Fitness Holdings, LLC#+!~ | Senior loan | | L + 4.25% | (a) | | 6.29% | | 07/2025 | | 2,019 | | | 2,033 | | | 0.1 | | | 2,019 | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.25% | (c) | | 6.55% | | 07/2025 | | 67 | | | 61 | | | — | | | 67 | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2025 | | — | | | — | | | — | | | — | |
| EOS Fitness Opco Holdings, LLC* | One stop | | L + 4.75% | (c) | | 6.85% | | 01/2025 | | 8,763 | | | 8,904 | | | 0.4 | | | 8,763 | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 4.75% | (c) | | 6.86% | | 01/2025 | | 334 | | | 347 | | | — | | | 334 | |
| EOS Fitness Opco Holdings, LLC | One stop | | P + 3.75% | (f) | | 8.75% | | 01/2025 | | 12 | | | 11 | | | — | | | 12 | |
| PADI Holdco, Inc.* | One stop | | L + 5.75% | (c) | | 7.86% | | 04/2023 | | 21,989 | | | 22,385 | | | 1.0 | | | 21,989 | |
| PADI Holdco, Inc.#+!~(8)(9) | One stop | | E + 5.75% | (g) | | 5.75% | | 04/2023 | | 20,870 | | | 21,387 | | | 0.9 | | | 19,859 | |
| PADI Holdco, Inc. | One stop | | L + 5.75% | (c) | | 7.96% | | 04/2022 | | 182 | | | 185 | | | — | | | 182 | |
| Planet Fit Indy 10 LLC+ | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2025 | | 16,828 | | | 16,721 | | | 0.8 | | | 16,828 | |
| Planet Fit Indy 10 LLC | One stop | | L + 5.25% | (c) | | 7.46% | | 07/2025 | | 2,337 | | | 2,396 | | | 0.1 | | | 2,337 | |
| Planet Fit Indy 10 LLC | One stop | | L + 5.25% | (c) | | 7.35% | | 07/2025 | | 30 | | | 29 | | | — | | | 30 | |
| Planet Fit Indy 10 LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2025 | | — | | | (8) | | | — | | | — | |
| Self Esteem Brands, LLC^* | Senior loan | | L + 4.25% | (a) | | 6.29% | | 02/2022 | | 30,835 | | | 31,428 | | | 1.4 | | | 30,835 | |
| Self Esteem Brands, LLC | Senior loan | | P + 3.25% | (f) | | 8.25% | | 02/2022 | | 490 | | | 485 | | | — | | | 490 | |
| Sunshine Sub, LLC#!~ | One stop | | L + 4.75% | (a) | | 6.79% | | 05/2024 | | 13,057 | | | 13,184 | | | 0.6 | | | 13,057 | |
| Sunshine Sub, LLC | One stop | | L + 4.75% | (a) | | 6.79% | | 05/2024 | | 5,711 | | | 5,946 | | | 0.3 | | | 5,711 | |
| Sunshine Sub, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 05/2024 | | — | | | (1) | | | — | | | — | |
| Teaching Company, The* | One stop | | L + 4.75% | (c) | | 6.93% | | 07/2023 | | 17,878 | | | 18,119 | | | 0.8 | | | 17,878 | |
| Teaching Company, The | One stop | | L + 4.75% | (a)(f) | | 6.77% | | 07/2023 | | 24 | | | 24 | | | — | | | 24 | |
| Titan Fitness, LLC* | One stop | | L + 4.75% | (a)(c) | | 6.88% | | 02/2025 | | 30,625 | | | 31,165 | | | 1.4 | | | 30,625 | |
| Titan Fitness, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 02/2025 | | — | | | (2) | | | — | | | — | |
| Titan Fitness, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 02/2025 | | — | | | (2) | | | — | | | — | |
| WBZ Investment LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2024 | | 8,525 | | | 8,597 | | | 0.4 | | | 8,525 | |
| WBZ Investment LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2024 | | 849 | | | 884 | | | — | | | 849 | |
| WBZ Investment LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 09/2024 | | 457 | | | 475 | | | — | | | 457 | |
| WBZ Investment LLC | One stop | | P + 4.50% | (f) | | 9.50% | | 09/2024 | | 10 | | | 10 | | | — | | | 10 | |
| | | | | | | | | | | 181,892 | | | 184,763 | | | 8.2 | | | 180,881 | |
| Oil and Gas | | | | | | | | | | | | | | | | |
| Drilling Info Holdings, Inc.*#+!~ | Senior loan | | L + 4.25% | (a) | | 6.29% | | 07/2025 | | 35,612 | | | 36,252 | | | 1.6 | | | 35,612 | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2023 | | — | | | (2) | | | — | | | — | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2025 | | — | | | (13) | | | — | | | — | |
| | | | | | | | | | | 35,612 | | | 36,237 | | | 1.6 | | | 35,612 | |
| Personal and Non Durable Consumer Products (Mfg. Only) | | | | | | | | | | | | | | | | |
| Georgica Pine Clothiers, LLC | One stop | | L + 5.50% | (c) | | 7.60% | | 11/2022 | | 10,337 | | | 10,503 | | | 0.5 | | | 10,337 | |
| Georgica Pine Clothiers, LLC* | One stop | | L + 5.50% | (c) | | 7.60% | | 11/2022 | | 6,479 | | | 6,587 | | | 0.3 | | | 6,479 | |
| Georgica Pine Clothiers, LLC^ | One stop | | L + 5.50% | (c) | | 7.60% | | 11/2022 | | 902 | | | 918 | | | — | | | 902 | |
| Georgica Pine Clothiers, LLC* | One stop | | L + 5.50% | (c) | | 7.60% | | 11/2022 | | 633 | | | 645 | | | — | | | 633 | |
| Georgica Pine Clothiers, LLC | One stop | | L + 5.50% | (c) | | 7.73% | | 11/2022 | | 50 | | | 50 | | | — | | | 50 | |
| IMPLUS Footwear, LLC#+!~ | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2024 | | 30,462 | | | 30,970 | | | 1.4 | | | 30,462 | |
| IMPLUS Footwear, LLC#+!~ | One stop | | L + 6.25% | (c) | | 8.41% | | 04/2024 | | 5,202 | | | 5,288 | | | 0.2 | | | 5,202 | |
See Notes to Consolidated Financial Statements.
50
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Personal and Non Durable Consumer Products (Mfg. Only) - (continued) | | | | | | | | | | | | | | | | |
| IMPLUS Footwear, LLC | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2024 | | $ | 750 | | | $ | 781 | | | — | | % | $ | 750 | |
| Orthotics Holdings, Inc.*(8) | One stop | | L + 6.00% | (a) | | 8.04% | | 05/2020 | | 11,738 | | | 11,799 | | | 0.5 | | | 11,504 | |
| Orthotics Holdings, Inc.*(8)(9) | One stop | | L + 6.00% | (a) | | 8.04% | | 05/2020 | | 1,924 | | | 1,934 | | | 0.1 | | | 1,886 | |
| Orthotics Holdings, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2020 | | — | | | (1) | | | — | | | — | |
| WU Holdco, Inc. #!~ | One stop | | L + 5.50% | (c) | | 7.60% | | 03/2026 | | 3,016 | | | 3,110 | | | 0.1 | | | 3,016 | |
| WU Holdco, Inc. | One stop | | L + 5.50% | (c) | | 7.62% | | 03/2026 | | 58 | | | 61 | | | — | | | 58 | |
| WU Holdco, Inc. | One stop | | L + 5.50% | | | N/A(6) | | 03/2025 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 71,551 | | | 72,645 | | | 3.1 | | | 71,279 | |
| Personal, Food and Miscellaneous Services | | | | | | | | | | | | | | | | |
| Blue River Pet Care, LLC+ | One stop | | L + 5.00% | (c)(d) | | 7.04% | | 07/2026 | | 25,636 | | | 25,716 | | | 1.1 | | | 25,379 | |
| Blue River Pet Care, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 07/2026 | | — | | | (129) | | | — | | | (129) | |
| Blue River Pet Care, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2025 | | — | | | (4) | | | — | | | (4) | |
| Captain D's, LLC^ | Senior loan | | L + 4.50% | (a)(c) | | 6.54% | | 12/2023 | | 6,021 | | | 6,078 | | | 0.3 | | | 6,021 | |
| Captain D's, LLC | Senior loan | | L + 4.50% | (a)(c)(f) | | 7.48% | | 12/2023 | | 40 | | | 40 | | | — | | | 40 | |
| Clarkson Eyecare LLC*+ | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2021 | | 52,934 | | | 54,106 | | | 2.3 | | | 51,875 | |
| Clarkson Eyecare LLC#+!~ | One stop | | L + 6.25% | (c) | | 8.37% | | 04/2021 | | 6,703 | | | 6,778 | | | 0.3 | | | 6,569 | |
| Clarkson Eyecare LLC | One stop | | L + 6.25% | (c) | | 8.38% | | 04/2021 | | 1,512 | | | 1,496 | | | 0.1 | | | 1,430 | |
| Clarkson Eyecare LLC | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2021 | | 1,236 | | | 1,266 | | | 0.1 | | | 1,211 | |
| Clarkson Eyecare LLC#!~ | One stop | | L + 6.25% | (c) | | 8.39% | | 04/2021 | | 150 | | | 147 | | | — | | | 147 | |
| Clarkson Eyecare LLC | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2021 | | 37 | | | 36 | | | — | | | 36 | |
| Clarkson Eyecare LLC | One stop | | L + 6.25% | (c) | | 8.35% | | 04/2021 | | 32 | | | 31 | | | — | | | 31 | |
| Clarkson Eyecare LLC | One stop | | L + 6.25% | (c)(f) | | 8.38% | | 04/2021 | | 32 | | | 32 | | | — | | | 31 | |
| Clarkson Eyecare LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2021 | | — | | | (14) | | | — | | | (15) | |
| Community Veterinary Partners, LLC^ | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 2,205 | | | 2,290 | | | 0.1 | | | 2,205 | |
| Community Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 1,101 | | | 1,143 | | | 0.1 | | | 1,101 | |
| Community Veterinary Partners, LLC#!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 873 | | | 906 | | | — | | | 873 | |
| Community Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 741 | | | 770 | | | — | | | 741 | |
| Community Veterinary Partners, LLC#!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 657 | | | 683 | | | — | | | 657 | |
| Community Veterinary Partners, LLC#!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 585 | | | 608 | | | — | | | 585 | |
| Community Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 315 | | | 310 | | | — | | | 315 | |
| Community Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 196 | | | 200 | | | — | | | 196 | |
| Community Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 10/2021 | | 50 | | | 49 | | | — | | | 50 | |
| Imperial Optical Midco Inc. | One stop | | L + 4.75% | (b)(c) | | 6.87% | | 08/2023 | | 3,650 | | | 3,710 | | | 0.2 | | | 3,614 | |
| Imperial Optical Midco Inc.* | One stop | | L + 4.75% | (b) | | 6.84% | | 08/2023 | | 2,846 | | | 2,820 | | | 0.1 | | | 2,817 | |
| Imperial Optical Midco Inc. | One stop | | L + 4.75% | (b)(c) | | 6.86% | | 08/2023 | | 1,934 | | | 1,996 | | | 0.1 | | | 1,915 | |
| Imperial Optical Midco Inc. | One stop | | L + 4.75% | (b) | | 6.84% | | 08/2023 | | 1,260 | | | 1,300 | | | 0.1 | | | 1,247 | |
| Imperial Optical Midco Inc. | One stop | | L + 4.75% | (b)(c) | | 6.90% | | 08/2023 | | 1,147 | | | 1,183 | | | 0.1 | | | 1,135 | |
| Imperial Optical Midco Inc. | One stop | | L + 4.75% | (b) | | 6.84% | | 08/2023 | | 125 | | | 118 | | | — | | | 118 | |
| Imperial Optical Midco Inc. | One stop | | L + 4.75% | | | N/A(6) | | 08/2023 | | — | | | — | | | — | | | — | |
| Midwest Veterinary Partners, LLC+ | One stop | | L + 4.75% | (a) | | 6.79% | | 07/2025 | | 4,317 | | | 4,238 | | | 0.2 | | | 4,274 | |
| Midwest Veterinary Partners, LLC | One stop | | L + 4.75% | (a)(b)(c) | | 6.81% | | 07/2025 | | 136 | | | 135 | | | — | | | 134 | |
| Midwest Veterinary Partners, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 07/2025 | | — | | | (51) | | | — | | | (52) | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 5.00% | (c) | | 7.56% | | 05/2020 | | 2,309 | | | 2,398 | | | 0.1 | | | 2,309 | |
| PPV Intermediate Holdings II, LLC | One stop | | N/A | | | 7.90% PIK | | 05/2023 | | 22 | | | 23 | | | — | | | 22 | |
| PPV Intermediate Holdings II, LLC | One stop | | P + 4.00% | (f) | | 9.00% | | 05/2023 | | 18 | | | 17 | | | — | | | 18 | |
| Ruby Slipper Cafe LLC, The* | One stop | | L + 7.50% | (c) | | 9.60% | | 01/2023 | | 1,084 | | | 1,080 | | | 0.1 | | | 1,084 | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 9.60% | | 01/2023 | | 602 | | | 620 | | | — | | | 602 | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 9.60% | | 01/2023 | | 10 | | | 10 | | | — | | | 10 | |
See Notes to Consolidated Financial Statements.
51
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Personal, Food and Miscellaneous Services - (continued) | | | | | | | | | | | | | | | | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | $ | 5,388 | | | $ | 5,410 | | | 0.2 | | % | $ | 5,388 | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 3,799 | | | 3,959 | | | 0.2 | | | 3,799 | |
| Southern Veterinary Partners, LLC#!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 2,358 | | | 2,454 | | | 0.1 | | | 2,358 | |
| Southern Veterinary Partners, LLC | One stop | | L + 5.50% | (c) | | 7.54% | | 05/2025 | | 2,207 | | | 2,205 | | | 0.1 | | | 2,207 | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 2,068 | | | 2,152 | | | 0.1 | | | 2,068 | |
| Southern Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 1,626 | | | 1,693 | | | 0.1 | | | 1,626 | |
| Southern Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 1,518 | | | 1,581 | | | 0.1 | | | 1,518 | |
| Southern Veterinary Partners, LLC | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 1,514 | | | 1,576 | | | 0.1 | | | 1,514 | |
| Southern Veterinary Partners, LLC#!~ | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 1,291 | | | 1,344 | | | 0.1 | | | 1,291 | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 1,198 | | | 1,246 | | | 0.1 | | | 1,198 | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 1,094 | | | 1,140 | | | 0.1 | | | 1,094 | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 920 | | | 958 | | | — | | | 920 | |
| Southern Veterinary Partners, LLC* | One stop | | L + 5.50% | (a) | | 7.54% | | 05/2025 | | 818 | | | 853 | | | — | | | 818 | |
| Southern Veterinary Partners, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 05/2023 | | — | | | (1) | | | — | | | — | |
| Southern Veterinary Partners, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | |
| Veterinary Specialists of North America, LLC* | Senior loan | | L + 4.25% | (a) | | 6.29% | | 04/2025 | | 42,076 | | | 43,803 | | | 1.9 | | | 42,076 | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.25% | (a) | | 6.29% | | 04/2025 | | 1,459 | | | 1,522 | | | 0.1 | | | 1,459 | |
| Veterinary Specialists of North America, LLC(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 04/2025 | | — | | | (3) | | | — | | | — | |
| Veterinary Specialists of North America, LLC(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 04/2025 | | — | | | (7) | | | — | | | — | |
| Wetzel's Pretzels, LLC* | One stop | | L + 6.75% | (a) | | 8.79% | | 09/2021 | | 17,023 | | | 17,316 | | | 0.8 | | | 17,023 | |
| Wetzel's Pretzels, LLC | One stop | | L + 6.75% | (a) | | 8.79% | | 09/2021 | | 60 | | | 61 | | | — | | | 60 | |
| | | | | | | | | | | 206,933 | | | 211,396 | | | 9.5 | | | 205,009 | |
| Printing and Publishing | | | | | | | | | | | | | | | | |
| Brandmuscle, Inc.^ | Senior loan | | L + 5.00% | (c) | | 7.10% | | 12/2021 | | 1,139 | | | 1,163 | | | 0.1 | | | 1,145 | |
| Messenger, LLC#+!~ | One stop | | L + 6.00% | (a)(f) | | 8.05% | | 08/2023 | | 9,145 | | | 9,255 | | | 0.4 | | | 9,053 | |
| Messenger, LLC | One stop | | P + 5.00% | (f) | | 10.00% | | 08/2023 | | 36 | | | 37 | | | — | | | 36 | |
| Messenger, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2023 | | — | | | (3) | | | — | | | (3) | |
| | | | | | | | | | | 10,320 | | | 10,452 | | | 0.5 | | | 10,231 | |
| Retail Stores | | | | | | | | | | | | | | | | |
| 2nd Ave. LLC | One stop | | L + 5.50% | (c) | | 7.65% | | 09/2025 | | 5,959 | | | 5,856 | | | 0.3 | | | 5,900 | |
| 2nd Ave. LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 09/2025 | | — | | | — | | | — | | | (1) | |
| Batteries Plus Holding Corporation | One stop | | L + 6.75% | (a) | | 8.79% | | 07/2022 | | 22,424 | | | 22,782 | | | 1.0 | | | 22,424 | |
| Batteries Plus Holding Corporation(5) | One stop | | L + 6.75% | | | N/A(6) | | 07/2022 | | — | | | (1) | | | — | | | — | |
| Boot Barn, Inc.#+!~ | Senior loan | | L + 4.50% | (c) | | 6.60% | | 06/2023 | | 7,596 | | | 7,770 | | | 0.3 | | | 7,596 | |
| Cycle Gear, Inc.^+ | One stop | | L + 5.00% | (c) | | 7.32% | | 01/2021 | | 17,784 | | | 18,023 | | | 0.8 | | | 17,784 | |
| Cycle Gear, Inc.^ | One stop | | L + 5.00% | (c) | | 7.32% | | 01/2021 | | 1,295 | | | 1,325 | | | 0.1 | | | 1,295 | |
| DTLR, Inc.^*+ | One stop | | L + 6.50% | (c) | | 8.77% | | 08/2022 | | 41,813 | | | 42,484 | | | 1.9 | | | 41,813 | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 8.35% | | 12/2021 | | 6,297 | | | 6,179 | | | 0.3 | | | 5,919 | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 8.35% | | 12/2021 | | 2,532 | | | 2,485 | | | 0.1 | | | 2,380 | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 8.35% | | 12/2021 | | 1,303 | | | 1,280 | | | 0.1 | | | 1,225 | |
| Elite Sportswear, L.P.* | Senior loan | | L + 6.25% | (c) | | 8.35% | | 12/2021 | | 427 | | | 421 | | | — | | | 402 | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 8.49% | | 12/2021 | | 252 | | | 241 | | | — | | | 205 | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 8.35% | | 12/2021 | | 198 | | | 194 | | | — | | | 186 | |
| Elite Sportswear, L.P.* | Senior loan | | L + 6.25% | (c) | | 8.35% | | 12/2021 | | 189 | | | 186 | | | — | | | 177 | |
| Elite Sportswear, L.P. | Senior loan | | L + 6.25% | (c) | | 8.49% | | 12/2021 | | 7 | | | 7 | | | — | | | 6 | |
| Feeders Supply Company, LLC | One stop | | L + 5.75% | (a) | | 7.79% | | 04/2021 | | 8,723 | | | 8,880 | | | 0.4 | | | 8,723 | |
| Feeders Supply Company, LLC | Subordinated debt | | N/A | | | 12.50% cash/7.00% PIK | | 04/2021 | | 138 | | | 140 | | | — | | | 138 | |
See Notes to Consolidated Financial Statements.
52
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Retail Stores - (continued) | | | | | | | | | | | | | | | | |
| Feeders Supply Company, LLC | One stop | | L + 5.75% | | | N/A(6) | | 04/2021 | | — | | | — | | | — | | | — | |
| Jet Equipment & Tools Ltd.#+!~(8)(9)(12) | One stop | | L + 5.75% | (a) | | 7.70% | | 11/2024 | | 18,139 | | | 18,485 | | | 0.8 | | | 18,072 | |
| Jet Equipment & Tools Ltd.*(8)(12) | One stop | | L + 5.75% | (a) | | 7.79% | | 11/2024 | | 12,490 | | | 12,787 | | | 0.6 | | | 12,490 | |
| Jet Equipment & Tools Ltd.#+!~(8)(12) | One stop | | L + 5.75% | (a) | | 7.79% | | 11/2024 | | 4,349 | | | 4,437 | | | 0.2 | | | 4,349 | |
| Jet Equipment & Tools Ltd.(5)(8)(9)(12) | One stop | | L + 5.75% | | | N/A(6) | | 11/2024 | | — | | | (1) | | | — | | | — | |
| Marshall Retail Group LLC, The^* | One stop | | L + 6.00% | (c) | | 8.32% | | 08/2020 | | 14,935 | | | 15,047 | | | 0.7 | | | 14,935 | |
| Marshall Retail Group LLC, The | One stop | | L + 6.00% | (c)(f) | | 8.15% | | 08/2020 | | 830 | | | 834 | | | — | | | 830 | |
| Mills Fleet Farm Group LLC^*#+!~ | One stop | | L + 6.25% | (c) | | 8.29% | | 10/2024 | | 43,924 | | | 44,154 | | | 1.9 | | | 41,729 | |
| Pet Holdings ULC^*+(8)(12) | One stop | | L + 5.50% | (c) | | 7.82% | | 07/2022 | | 46,974 | | | 48,263 | | | 2.1 | | | 46,974 | |
| Pet Holdings ULC^*(8)(12) | One stop | | L + 5.50% | (c) | | 7.82% | | 07/2022 | | 228 | | | 231 | | | — | | | 228 | |
| Pet Holdings ULC(5)(8)(12) | One stop | | L + 5.50% | | | N/A(6) | | 07/2022 | | — | | | (2) | | | — | | | — | |
| Pet Supplies Plus, LLC*+ | Senior loan | | L + 4.50% | (a) | | 6.54% | | 12/2024 | | 14,326 | | | 14,615 | | | 0.6 | | | 14,326 | |
| Pet Supplies Plus, LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2023 | | — | | | (1) | | | — | | | — | |
| PetPeople Enterprises, LLC^ | One stop | | L + 5.00% | (a) | | 7.33% | | 09/2023 | | 5,407 | | | 5,488 | | | 0.2 | | | 5,407 | |
| PetPeople Enterprises, LLC | One stop | | L + 5.00% | (a) | | 7.33% | | 09/2023 | | 1,098 | | | 1,145 | | | 0.1 | | | 1,098 | |
| PetPeople Enterprises, LLC | One stop | | L + 5.00% | (a) | | 7.33% | | 09/2023 | | 90 | | | 91 | | | — | | | 90 | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | One stop | | L + 5.25% | (c) | | 7.35% | | 10/2024 | | 7,034 | | | 7,054 | | | 0.3 | | | 7,034 | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | One stop | | L + 5.25% | (c) | | 7.35% | | 10/2024 | | 1,725 | | | 1,797 | | | 0.1 | | | 1,725 | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | One stop | | L + 5.25% | | | N/A(6) | | 10/2024 | | — | | | — | | | — | | | — | |
| Sola Franchise, LLC and Sola Salon Studios, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 10/2024 | | — | | | (1) | | | — | | | — | |
| Vermont Aus Pty Ltd#!~(8)(9)(11) | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2024 | | 2,201 | | | 2,226 | | | 0.1 | | | 2,151 | |
| Vermont Aus Pty Ltd(8)(9)(11) | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2024 | | 26 | | | 27 | | | — | | | 26 | |
| | | | | | | | | | | 290,713 | | | 294,928 | | | 13.0 | | | 287,636 | |
| Telecommunications | | | | | | | | | | | | | | | | |
| NetMotion Wireless Holdings, Inc.^* | One stop | | L + 6.25% | (c) | | 8.35% | | 10/2021 | | 11,627 | | | 11,832 | | | 0.5 | | | 11,627 | |
| NetMotion Wireless Holdings, Inc. | One stop | | L + 6.25% | | | N/A(6) | | 10/2021 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 11,627 | | | 11,832 | | | 0.5 | | | 11,627 | |
| Textiles and Leather | | | | | | | | | | | | | | | | |
| SHO Holding I Corporation#!~ | Senior loan | | L + 5.00% | (c) | | 7.26% | | 10/2022 | | 4,066 | | | 4,052 | | | 0.2 | | | 3,903 | |
| SHO Holding I Corporation | Senior loan | | L + 4.00% | (c) | | 6.31% | | 10/2021 | | 30 | | | 28 | | | — | | | 24 | |
| | | | | | | | | | | 4,096 | | | 4,080 | | | 0.2 | | | 3,927 | |
| Utilities | | | | | | | | | | | | | | | | |
| Arcos, LLC#!~ | One stop | | L + 5.75% | (c) | | 7.85% | | 02/2021 | | 15,833 | | | 16,126 | | | 0.7 | | | 15,833 | |
| Arcos, LLC | One stop | | L + 5.75% | | | N/A(6) | | 02/2021 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 15,833 | | | 16,126 | | | 0.7 | | | 15,833 | |
| | | | | | | | | | | | | | | | | |
| Total non-controlled/non-affiliate company debt investments | | | | | | | | | | $ | 4,124,068 | | | $ | 4,173,241 | | | 183.2 | | % | $ | 4,073,336 | |
| | | | | | | | | | | | | | | | | |
| Equity Investments (13)(14) | | | | | | | | | | | | | | | | |
| Aerospace and Defense | | | | | | | | | | | | | | | | |
| NTS Technical Systems | Common Stock | | N/A | | | N/A | | N/A | | 2 | | | $ | 1,506 | | | — | | % | $ | 509 | |
| NTS Technical Systems | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 256 | | | — | | | 378 | |
| NTS Technical Systems | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 128 | | | — | | | 213 | |
| Whitcraft LLC | Common Stock | | N/A | | | N/A | | N/A | | 11 | | | 2,285 | | | 0.1 | | | 2,845 | |
| | | | | | | | | | | | | 4,175 | | | 0.1 | | | 3,945 | |
| Automobile | | | | | | | | | | | | | | | | |
| Grease Monkey International, LLC | LLC units | | N/A | | | N/A | | N/A | | 803 | | | 1,304 | | | 0.1 | | | 1,741 | |
| Polk Acquisition Corp. | LP interest | | N/A | | | N/A | | N/A | | 5 | | | 314 | | | — | | | 220 | |
See Notes to Consolidated Financial Statements.
53
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Automobile - (continued) | | | | | | | | | | | | | | | | |
| Quick Quack Car Wash Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | $ | 508 | | | — | | % | $ | 528 | |
| | | | | | | | | | | | | 2,126 | | | 0.1 | | | 2,489 | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | |
| Benihana, Inc. | LLC units | | N/A | | | N/A | | N/A | | 43 | | | 699 | | | 0.1 | | | 960 | |
| C. J. Foods, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 75 | | | — | | | 577 | |
| Cafe Rio Holding, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 603 | | | — | | | 650 | |
| Global ID Corporation | LLC interest | | N/A | | | N/A | | N/A | | 5 | | | 603 | | | — | | | 694 | |
| Hopdoddy Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 44 | | | 217 | | | — | | | 211 | |
| Hopdoddy Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 20 | | | 61 | | | — | | | 60 | |
| Mendocino Farms, LLC | Common Stock | | N/A | | | N/A | | N/A | | 169 | | | 770 | | | 0.1 | | | 739 | |
| Purfoods, LLC | LLC units | | N/A | | | N/A | | N/A | | 736 | | | 1,222 | | | 0.1 | | | 1,667 | |
| Rubio's Restaurants, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 2 | | | 945 | | | 0.1 | | | 985 | |
| Wood Fired Holding Corp. | LLC units | | N/A | | | N/A | | N/A | | 437 | | | 444 | | | — | | | 431 | |
| Wood Fired Holding Corp. | LLC units | | N/A | | | N/A | | N/A | | 437 | | | — | | | — | | | — | |
| | | | | | | | | | | | | 5,639 | | | 0.4 | | | 6,974 | |
| Buildings and Real Estate | | | | | | | | | | | | | | | | |
| Brooks Equipment Company, LLC | Common Stock | | N/A | | | N/A | | N/A | | 10 | | | 1,021 | | | 0.1 | | | 2,376 | |
| Paradigm DKD Group, LLC+ | LLC units | | N/A | | | N/A | | N/A | | 1,041 | | | — | | | — | | | — | |
| Paradigm DKD Group, LLC+ | LLC units | | N/A | | | N/A | | N/A | | 184 | | | 70 | | | — | | | 67 | |
| Paradigm DKD Group, LLC+ | LLC units | | N/A | | | N/A | | N/A | | 37 | | | — | | | — | | | — | |
| | | | | | | | | | | | | 1,091 | | | 0.1 | | | 2,443 | |
| Chemicals, Plastics and Rubber | | | | | | | | | | | | | | | | |
| Flexan, LLC | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | — | | | — | | | — | |
| Flexan, LLC | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 137 | | | — | | | 146 | |
| Inhance Technologies Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 124 | | | — | | | 97 | |
| | | | | | | | | | | | | 261 | | | — | | | 243 | |
| Diversified/Conglomerate Manufacturing | | | | | | | | | | | | | | | | |
| Inventus Power, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 372 | | | — | | | 5 | |
| Inventus Power, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | — | | | — | | | — | |
| Inventus Power, Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 88 | | | — | | | 80 | |
| Inventus Power, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 20 | | | — | | | 23 | |
| Reladyne, Inc. | LP interest | | N/A | | | N/A | | N/A | | 1 | | | 931 | | | 0.1 | | | 1,279 | |
| | | | | | | | | | | | | 1,411 | | | 0.1 | | | 1,387 | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | |
| Accela, Inc. | LLC units | | N/A | | | N/A | | N/A | | 670 | | | 418 | | | — | | | 208 | |
| Agility Recovery Solutions Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 97 | | | 604 | | | 0.1 | | | 815 | |
| Astute Holdings, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 294 | | | — | | | 348 | |
| Calabrio, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 26 | | | 205 | | | — | | | 200 | |
| Caliper Software, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 221 | | | 283 | | | — | | | 322 | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 2,734 | | | 0.1 | | | 2,862 | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 36 | | | — | | | 38 | |
| Centrify Corporation | LP interest | | N/A | | | N/A | | N/A | | 263 | | | — | | | — | | | — | |
| Centrify Corporation | LP interest | | N/A | | | N/A | | N/A | | 1 | | | 691 | | | — | | | 613 | |
| Cloudbees, Inc. | Warrant | | N/A | | | N/A | | N/A | | 93 | | | 181 | | | — | | | 239 | |
| Cloudbees, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 71 | | | 466 | | | — | | | 455 | |
| Confluence Technologies, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 2 | | | 286 | | | — | | | 347 | |
| Connexin Software, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 154 | | | 192 | | | — | | | 217 | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 3,562 | | | 434 | | | — | | | 419 | |
See Notes to Consolidated Financial Statements.
54
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Diversified/Conglomerate Service - (continued) | | | | | | | | | | | | | | | | |
| Digital Guardian, Inc. | Warrant | | N/A | | | N/A | | N/A | | 1,218 | | | $ | 225 | | | — | | % | $ | 227 | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 738 | | | 142 | | | — | | | 142 | |
| Digital Guardian, Inc. | Warrant | | N/A | | | N/A | | N/A | | 124 | | | 33 | | | — | | | 40 | |
| DISA Holdings Acquisition Subsidiary Corp. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 154 | | | — | | | 426 | |
| GS Acquisitionco, Inc.(15) | LP interest | | N/A | | | N/A | | N/A | | 2 | | | 291 | | | — | | | 371 | |
| HealthcareSource HR, Inc. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 621 | | | — | | | 810 | |
| Hydraulic Authority III Limited(8)(9)(10) | Preferred stock | | N/A | | | N/A | | N/A | | 284 | | | 386 | | | — | | | 382 | |
| Hydraulic Authority III Limited(8)(9)(10) | Common Stock | | N/A | | | N/A | | N/A | | 6 | | | 43 | | | — | | | 77 | |
| Internet Truckstop Group LLC | LP interest | | N/A | | | N/A | | N/A | | 408 | | | 447 | | | — | | | 438 | |
| Kareo, Inc. | Warrant | | N/A | | | N/A | | N/A | | 53 | | | 162 | | | — | | | 4 | |
| Kareo, Inc. | Warrant | | N/A | | | N/A | | N/A | | 5 | | | 6 | | | — | | | 11 | |
| Kareo, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 8 | | | — | | | 7 | |
| Maverick Bidco Inc. | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 723 | | | — | | | 464 | |
| MetricStream, Inc. | Warrant | | N/A | | | N/A | | N/A | | 168 | | | 263 | | | — | | | 256 | |
| MMan Acquisition Co. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 927 | | | 0.1 | | | 1,306 | |
| Namely, Inc. | Warrant | | N/A | | | N/A | | N/A | | 17 | | | 28 | | | — | | | 28 | |
| Net Health Acquisition Corp. | LP interest | | N/A | | | N/A | | N/A | | 1 | | | 1,440 | | | 0.1 | | | 1,437 | |
| Nexus Brands Group, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 444 | | | — | | | 439 | |
| Personify, Inc. | LLC units | | N/A | | | N/A | | N/A | | 639 | | | 828 | | | 0.1 | | | 950 | |
| Pride Midco, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 2 | | | 2,594 | | | 0.1 | | | 2,676 | |
| Project Alpha Intermediate Holding, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 202 | | | 329 | | | — | | | 636 | |
| Project Alpha Intermediate Holding, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 964 | | | 0.1 | | | 1,069 | |
| Property Brands, Inc. | LLC units | | N/A | | | N/A | | N/A | | 63 | | | 766 | | | 0.1 | | | 839 | |
| RegEd Aquireco, LLC | LP interest | | N/A | | | N/A | | N/A | | 3 | | | 21 | | | — | | | 24 | |
| RegEd Aquireco, LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | 316 | | | — | | | 320 | |
| SnapLogic, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 184 | | | 458 | | | — | | | 458 | |
| SnapLogic, Inc. | Warrant | | N/A | | | N/A | | N/A | | 69 | | | 27 | | | — | | | 27 | |
| Vendavo, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1,017 | | | 1,017 | | | 0.1 | | | 1,646 | |
| Verisys Corporation | Common Stock | | N/A | | | N/A | | N/A | | 579 | | | 712 | | | — | | | 786 | |
| Vitalyst, LLC | Equity | | N/A | | | N/A | | N/A | | 1 | | | 7 | | | — | | | — | |
| Vitalyst, LLC | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 61 | | | — | | | 65 | |
| Workforce Software, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 973 | | | 0.1 | | | 939 | |
| Xmatters, Inc. and Alarmpoint, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 474 | | | 494 | | | — | | | 534 | |
| Xmatters, Inc. and Alarmpoint, Inc. | Warrant | | N/A | | | N/A | | N/A | | 84 | | | 64 | | | — | | | 59 | |
| Xmatters, Inc. and Alarmpoint, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 20 | | | 26 | | | — | | | 31 | |
| | | | | | | | | | | | | 22,824 | | | 1.0 | | | 25,007 | |
| Ecological | | | | | | | | | | | | | | | | |
| Pace Analytical Services, LLC | Common Stock | | N/A | | | N/A | | N/A | | 6 | | | 700 | | | 0.1 | | | 781 | |
| Electronics | | | | | | | | | | | | | | | | |
| Appriss Holdings, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 173 | | | — | | | 172 | |
| Diligent Corporation | Preferred stock | | N/A | | | N/A | | N/A | | 414 | | | 1,609 | | | 0.1 | | | 1,777 | |
| Episerver, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 76 | | | 807 | | | 0.1 | | | 813 | |
| Project Silverback Holdings Corp. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 6 | | | — | | | — | |
| SEI, Inc. | LLC units | | N/A | | | N/A | | N/A | | 547 | | | 819 | | | 0.1 | | | 1,402 | |
| Silver Peak Systems, Inc. | Warrant | | N/A | | | N/A | | N/A | | 67 | | | 27 | | | — | | | 26 | |
| Sloan Company, Inc., The | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 13 | | | — | | | — | |
See Notes to Consolidated Financial Statements.
55
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Electronics - (continued) | | | | | | | | | | | | | | | | |
| Sloan Company, Inc., The | LLC units | | N/A | | | N/A | | N/A | | — | | | $ | 152 | | | — | | % | $ | — | |
| | | | | | | | | | | | | 3,606 | | | 0.3 | | | 4,190 | |
| Healthcare, Education and Childcare | | | | | | | | | | | | | | | | |
| Active Day, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 1,021 | | | 0.1 | | | 774 | |
| Acuity Eyecare Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 1,158 | | | 1,334 | | | 0.1 | | | 1,212 | |
| ADCS Clinics Intermediate Holdings, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 1,119 | | | 0.1 | | | 1,018 | |
| ADCS Clinics Intermediate Holdings, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 6 | | | — | | | — | |
| Aris Teleradiology Company, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 5 | | | — | | | — | | | — | |
| Aris Teleradiology Company, LLC | Common Stock | | N/A | | | N/A | | N/A | | 2 | | | — | | | — | | | — | |
| Aris Teleradiology Company, LLC | Preferred stock | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | |
| Aspen Medical Products, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 77 | | | — | | | 75 | |
| BIO18 Borrower, LLC | LLC interest | | N/A | | | N/A | | N/A | | 591 | | | 1,190 | | | 0.1 | | | 1,272 | |
| BIOVT, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 1,223 | | | 0.1 | | | 1,663 | |
| CMI Parent Inc. | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 3 | | | — | | | 3 | |
| CMI Parent Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 240 | | | — | | | 232 | |
| CRH Healthcare Purchaser, Inc. | LP interest | | N/A | | | N/A | | N/A | | 429 | | | 469 | | | — | | | 482 | |
| DCA Investment Holding, LLC | LLC units | | N/A | | | N/A | | N/A | | 13,890 | | | 1,619 | | | 0.1 | | | 1,908 | |
| DCA Investment Holding, LLC | LLC units | | N/A | | | N/A | | N/A | | 140 | | | 218 | | | — | | | 528 | |
| Deca Dental Management LLC | LLC units | | N/A | | | N/A | | N/A | | 1,008 | | | 1,278 | | | 0.1 | | | 1,358 | |
| Dental Holdings Corporation | LLC units | | N/A | | | N/A | | N/A | | 1,277 | | | 891 | | | — | | | 185 | |
| Elite Dental Partners LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 737 | | | — | | | 666 | |
| Encore GC Acquisition, LLC(15) | LLC units | | N/A | | | N/A | | N/A | | 26 | | | 272 | | | — | | | 278 | |
| Encore GC Acquisition, LLC | LLC units | | N/A | | | N/A | | N/A | | 26 | | | 52 | | | — | | | 160 | |
| ERG Buyer, LLC | LLC units | | N/A | | | N/A | | N/A | | 8 | | | 4 | | | — | | | — | |
| ERG Buyer, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 661 | | | — | | | 510 | |
| Eyecare Services Partners Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 262 | | | — | | | 171 | |
| Eyecare Services Partners Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 1 | | | — | | | — | |
| G & H Wire Company, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 336 | | | 269 | | | — | | | 207 | |
| IntegraMed America, Inc. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 417 | | | — | | | 64 | |
| Joerns Healthcare, LLC^* | Common Stock | | N/A | | | N/A | | N/A | | 123 | | | 2,852 | | | 0.1 | | | 1,207 | |
| Katena Holdings, Inc. | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 573 | | | — | | | 514 | |
| Krueger-Gilbert Health Physics, LLC | LLC interest | | N/A | | | N/A | | N/A | | 136 | | | 152 | | | — | | | 156 | |
| Lombart Brothers, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 440 | | | — | | | 559 | |
| MD Now Holdings, Inc. | LLC units | | N/A | | | N/A | | N/A | | 15 | | | 153 | | | — | | | 152 | |
| MWD Management, LLC & MWD Services, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 412 | | | 335 | | | — | | | 282 | |
| Oliver Street Dermatology Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 452 | | | 234 | | | — | | | — | |
| Pentec Acquisition Sub, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 116 | | | — | | | 106 | |
| Pinnacle Treatment Centers, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 74 | | | — | | | 140 | |
| Pinnacle Treatment Centers, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 528 | | | — | | | 574 | |
| Radiology Partners, Inc. | LLC units | | N/A | | | N/A | | N/A | | 43 | | | 55 | | | — | | | 327 | |
| Radiology Partners, Inc. | LLC units | | N/A | | | N/A | | N/A | | 11 | | | 68 | | | — | | | 83 | |
| RXH Buyer Corporation | LP interest | | N/A | | | N/A | | N/A | | 11 | | | 973 | | | — | | | 705 | |
| Sage Dental Management, LLC | LLC units | | N/A | | | N/A | | N/A | | 3 | | | 3 | | | — | | | — | |
| Sage Dental Management, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 249 | | | — | | | 5 | |
| SLMP, LLC | LLC units | | N/A | | | N/A | | N/A | | 668 | | | 789 | | | 0.1 | | | 843 | |
| Spear Education, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 1 | | | — | | | 38 | |
| Spear Education, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 62 | | | — | | | 82 | |
| SSH Corpration | Common Stock | | N/A | | | N/A | | N/A | | — | | | 40 | | | — | | | 143 | |
See Notes to Consolidated Financial Statements.
56
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Healthcare, Education and Childcare - (continued) | | | | | | | | | | | | | | | | |
| Summit Behavioral Healthcare, LLC(15) | LLC interest | | N/A | | | N/A | | N/A | | 2 | | | $ | 98 | | | — | | % | $ | 50 | |
| Summit Behavioral Healthcare, LLC | LLC interest | | N/A | | | N/A | | N/A | | 2 | | | — | | | — | | | — | |
| Surgical Information Systems, LLC(15) | Common Stock | | N/A | | | N/A | | N/A | | 4 | | | 414 | | | — | | | 505 | |
| WHCG Management, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 414 | | | — | | | 287 | |
| | | | | | | | | | | | | 21,986 | | | 0.9 | | | 19,524 | |
| Insurance | | | | | | | | | | | | | | | | |
| Captive Resources Midco, LLC(15) | LLC units | | N/A | | | N/A | | N/A | | 388 | | | — | | | — | | | 436 | |
| Orchid Underwriters Agency, LLC | LP interest | | N/A | | | N/A | | N/A | | 78 | | | 90 | | | — | | | 96 | |
| | | | | | | | | | | | | 90 | | | — | | | 532 | |
| Leisure, Amusement, Motion Pictures, Entertainment | | | | | | | | | | | | | | | | |
| LMP TR Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 712 | | | 712 | | | 0.1 | | | 1,478 | |
| PADI Holdco, Inc. | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 1,073 | | | 0.1 | | | 1,114 | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 68 | | | 117 | | | — | | | 122 | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 46 | | | 80 | | | — | | | 84 | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 38 | | | 65 | | | — | | | 69 | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 33 | | | 58 | | | — | | | 60 | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 14 | | | 24 | | | — | | | 26 | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 2 | | | — | | | 2 | |
| | | | | | | | | | | | | 2,131 | | | 0.2 | | | 2,955 | |
| Personal and Non Durable Consumer Products (Mfg. Only) | | | | | | | | | | | | | | | | |
| Georgica Pine Clothiers, LLC(15) | LLC units | | N/A | | | N/A | | N/A | | 20 | | | 291 | | | — | | | 389 | |
| Massage Envy, LLC | LLC interest | | N/A | | | N/A | | N/A | | 749 | | | 210 | | | 0.1 | | | 1,776 | |
| | | | | | | | | | | | | 501 | | | 0.1 | | | 2,165 | |
| Personal, Food and Miscellaneous Services | | | | | | | | | | | | | | | | |
| Blue River Pet Care, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 76 | | | — | | | 74 | |
| Captain D's, LLC | LLC interest | | N/A | | | N/A | | N/A | | 158 | | | 156 | | | — | | | 147 | |
| Clarkson Eyecare LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 275 | | | — | | | 263 | |
| Community Veterinary Partners, LLC | Common Stock | | N/A | | | N/A | | N/A | | 4 | | | 597 | | | — | | | 730 | |
| Midwest Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | 6 | | | — | | | — | | | — | |
| Midwest Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 29 | | | — | | | 29 | |
| PPV Intermediate Holdings II, LLC | LLC units | | N/A | | | N/A | | N/A | | 208 | | | 198 | | | — | | | 197 | |
| R.G. Barry Corporation | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 161 | | | — | | | 120 | |
| Ruby Slipper Cafe LLC, The | LLC units | | N/A | | | N/A | | N/A | | 31 | | | 373 | | | — | | | 398 | |
| Southern Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | 147 | | | 188 | | | — | | | 409 | |
| Southern Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 717 | | | 0.1 | | | 845 | |
| Wetzel's Pretzels, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 416 | | | — | | | 507 | |
| | | | | | | | | | | | | 3,186 | | | 0.1 | | | 3,719 | |
| Printing and Publishing | | | | | | | | | | | | | | | | |
| Brandmuscle, Inc. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 335 | | | — | | | 196 | |
| Retail Stores | | | | | | | | | | | | | | | | |
| 2nd Ave. LLC | LP interest | | N/A | | | N/A | | N/A | | 653 | | | 653 | | | — | | | 653 | |
| Batteries Plus Holding Corporation | LP interest | | N/A | | | N/A | | N/A | | 10 | | | 1,287 | | | 0.1 | | | 1,483 | |
| Cycle Gear, Inc. | LLC units | | N/A | | | N/A | | N/A | | 27 | | | 462 | | | — | | | 662 | |
| DTLR, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 4 | | | 411 | | | 0.1 | | | 835 | |
| Elite Sportswear, L.P. | LLC interest | | N/A | | | N/A | | N/A | | — | | | 165 | | | — | | | — | |
| Feeders Supply Company, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 4 | | | 400 | | | — | | | 413 | |
| Feeders Supply Company, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | |
| Jet Equipment & Tools Ltd.(8)(9)(12) | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 946 | | | 0.1 | | | 1,097 | |
See Notes to Consolidated Financial Statements.
57
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Retail Stores - (continued) | | | | | | | | | | | | | | | | |
| Marshall Retail Group LLC, The | LLC units | | N/A | | | N/A | | N/A | | 15 | | | $ | 154 | | | — | | % | $ | 149 | |
| Paper Source, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 8 | | | 1,387 | | | — | | | 363 | |
| Pet Holdings ULC(8)(12) | LP interest | | N/A | | | N/A | | N/A | | 677 | | | 483 | | | — | | | 282 | |
| Pet Supplies Plus, LLC | LLC units | | N/A | | | N/A | | N/A | | 144 | | | 181 | | | — | | | 205 | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC units | | N/A | | | N/A | | N/A | | 4 | | | 496 | | | — | | | 567 | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 101 | | | — | | | 118 | |
| | | | | | | | | | | | | 7,126 | | | 0.3 | | | 6,827 | |
| | | | | | | | | | | | | | | | | |
| Total non-controlled/affiliate company equity investments | | | | | | | | | | | | $ | 77,188 | | | 3.8 | | % | $ | 83,377 | |
| | | | | | | | | | | | | | | | | |
| Total non-controlled/non-affiliate company investments | | | | | | | | | | $ | 4,124,068 | | | $ | 4,250,429 | | | 187.0 | | % | $ | 4,156,713 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Non-controlled affiliate company investments(16) | | | | | | | | | | | | | | | | |
| Debt investments | | | | | | | | | | | | | | | | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | |
| Uinta Brewing Company^+(7)(8) | One stop | | L + 4.00% | (a) | | 6.04% | | 08/2021 | | $ | 962 | | | $ | 928 | | | — | | % | $ | 793 | |
| Uinta Brewing Company(7)(8) | One stop | | L + 4.00% | (a)(c) | | 6.04% | | 08/2021 | | 192 | | | 188 | | | — | | | 170 | |
| | | | | | | | | | | 1,154 | | | 1,116 | | | — | | | 963 | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | |
| Switchfly LLC(8) | One stop | | L + 3.00% | (c) | | 5.32% | | 10/2023 | | 5,363 | | | 5,142 | | | 0.2 | | | 4,827 | |
| Switchfly LLC(8) | One stop | | L + 3.00% | (c) | | 5.32% | | 10/2023 | | 447 | | | 430 | | | — | | | 403 | |
| Switchfly LLC(8) | One stop | | L + 3.00% | (c) | | 5.32% | | 10/2023 | | 34 | | | 33 | | | — | | | 30 | |
| Switchfly LLC(8) | One stop | | L + 8.50% | | | N/A(6) | | 10/2023 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 5,844 | | | 5,605 | | | 0.2 | | | 5,260 | |
| Mining, Steel, Iron and Non-Precious Metals | | | | | | | | | | | | | | | | |
| Benetech, Inc.+(8) | One stop | | L + 11.00% | (a) | | 11.04% cash/2.00% PIK | | 05/2020 | | 4,249 | | | 4,222 | | | 0.2 | | | 3,398 | |
| Benetech, Inc.(8) | One stop | | P + 9.75% | (a)(f) | | 12.61% cash/2.00% PIK | | 05/2020 | | 581 | | | 572 | | | — | | | 341 | |
| | | | | | | | | | | 4,830 | | | 4,794 | | | 0.2 | | | 3,739 | |
| | | | | | | | | | | | | | | | | |
| Total non-controlled affiliate company debt investments | | | | | | | | | | $ | 11,828 | | | $ | 11,515 | | | 0.4 | | % | $ | 9,962 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Equity Investments (13)(14) | | | | | | | | | | | | | | | | |
| Beverage, Food and Tobacco | | | | | | | | | | | | | | | | |
| Uinta Brewing Company(8) | Common Stock | | N/A | | | N/A | | N/A | | 153 | | | 17 | | | — | | | 82 | |
| Diversified/Conglomerate Service | | | | | | | | | | | | | | | | |
| Switchfly LLC(8) | LLC units | | N/A | | | N/A | | N/A | | 3,418 | | | 2,322 | | | 0.1 | | | 2,523 | |
| Mining, Steel, Iron and Non-Precious Metals | | | | | | | | | | | | | | | | |
| Benetech, Inc.(8) | LLC interest | | N/A | | | N/A | | N/A | | 59 | | | — | | | — | | | 8 | |
| Benetech, Inc.(8) | LLC interest | | N/A | | | N/A | | N/A | | 59 | | | — | | | — | | | — | |
| | | | | | | | | | | | | — | | | — | | | 8 | |
| | | | | | | | | | | | | | | | | |
| Total non-controlled affiliate company equity investments | | | | | | | | | | | | $ | 2,339 | | | 0.1 | | % | $ | 2,613 | |
| | | | | | | | | | | | | | | | | |
| Total non-controlled affiliate company investments | | | | | | | | | | $ | 11,828 | | | $ | 13,854 | | | 0.5 | | % | $ | 12,575 | |
| | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
58
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value(4) |
| Controlled affiliate company investments(17) | | | | | | | | | | | | | | | | |
| Equity Investments | | | | | | | | | | | | | | | | |
| Investment Funds and Vehicles | | | | | | | | | | | | | | | | |
| GCIC Senior Loan Fund LLC(8)(18) | LLC interest | | N/A | | | N/A | | N/A | | 48,356 | | | $ | 52,605 | | | 2.2 | | % | $ | 49,258 | |
| Senior Loan Fund LLC(8)(18) | LLC interest | | N/A | | | N/A | | N/A | | 74,882 | | | 74,882 | | | 3.4 | | | 74,386 | |
| Total controlled affiliate equity investments | | | | | | | | | | | | $ | 127,487 | | | 5.6 | | % | $ | 123,644 | |
| Total investments | | | | | | | | | | $ | 4,135,896 | | | $ | 4,391,770 | | | 193.1 | | % | $ | 4,292,932 | |
| | | | | | | | | | | | | | | | | |
| Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents, and restricted foreign currencies | | | | | | | | | | | | | | | | |
| BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718) | | | | | | 1.81% (19) | | | | | | 9,963 | | | 0.4 | | | 9,963 | |
| Total cash and cash equivalents, foreign currencies, restricted cash and cash equivalents, and restricted foreign currencies | | | | | | | | | | | | $ | 9,963 | | | 0.4 | | % | $ | 9,963 | |
| Total investments and cash, cash equivalents, and restricted cash and cash equivalents | | | | | | | | | | | | $ | 4,401,733 | | | 193.5 | | % | $ | 4,302,895 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | |
^ | | Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 7). |
* | | Denotes that all or a portion of the loan secures the notes offered in the 2018 Debt Securitization (as defined in Note 7). |
# | | Denotes that all or a portion of the loan secures the notes offered in the GCIC 2018 Debt Securitization (as defined in Note 7). |
+ | | Denotes that all or a portion of the loan collateralizes the WF Credit Facility (as defined in Note 7). |
! | | Denotes that all or a portion of the loan collateralizes the DB Credit Facility (as defined in Note 7). |
~ | | Denotes that all or a portion of the loan collateralizes the MS Credit Facility II (as defined in Note 7). |
(1)The majority of the investments bear interest at a rate that is permitted to be determined by reference to LIBOR denominated in U.S. dollars or GBP, EURIBOR or Prime (“P”) and which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over LIBOR, EURIBOR or Prime and the weighted average current interest rate in effect as of September 30, 2019. Certain investments are subject to a LIBOR, EURIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below are the index rates as of September 30, 2019, which was the last business day of the period on which LIBOR or EURIBOR was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of September 30, 2019, as the loan may have priced or repriced based on an index rate prior to September 30, 2019.
(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 2.02% as of September 30, 2019.
(b) Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 2.07% as of September 30, 2019.
(c) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 2.09% as of September 30, 2019.
(d) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 2.06% as of September 30, 2019.
(e) Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 2.03% as of September 30, 2019.
(f) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 5.00% as of September 30, 2019.
(g) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.44% as of September 30, 2019.
(h) Denotes that all or a portion of the loan was indexed to the 30-day GBP LIBOR, which was 0.72% as of September 30, 2019.
(i) Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.76% as of September 30, 2019.
(j) Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.83% as of September 30, 2019.
(2)For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2019.
(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.
(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)Loan was on non-accrual status as of September 30, 2019, meaning that the Company has ceased recognizing interest income on the loan.
(8)The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company can not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2019, total non-qualifying assets at fair value represented 7.8% of the Company's total assets calculated in accordance with the 1940 Act.
See Notes to Consolidated Financial Statements.
59
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - continued
September 30, 2019
(In thousands)
(9)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Transactions.
(10)The headquarters of this portfolio company is located in the United Kingdom.
(11)The headquarters of this portfolio company is located in Australia.
(12)The headquarters of this portfolio company is located in Canada.
(13)Equity investments are non-income producing securities unless otherwise noted.
(14)Ownership of certain equity investments occurs through a holding company or partnership.
(15)The Company holds an equity investment that entitles it to receive preferential dividends.
(16)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the year ended September 30, 2019 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Fair value as of September 30, 2018 | | Gross Additions(k) | | Gross Reductions(l) | | | | Net change in unrealized gain (loss) | | Net realized gain (loss) | | | Fair value as of September 30, 2019 | | | Interest and fee income | | |
Benetech, Inc. | | $ | 4,496 | | | $ | 740 | | | $ | (425) | | | | | $ | (1,064) | | | $ | — | | | | $ | 3,747 | | | | $ | 623 | | | |
Switchfly LLC | | 2,788 | | | 5,391 | | | (339) | | | | | (57) | | | — | | | | 7,783 | | | | 139 | | | |
Uinta Brewing Company(m) | | — | | | 1,178 | | | (44) | | | | | (89) | | | — | | | | 1,045 | | | | — | | | |
Total Non-Controlled Affiliates | | $ | 7,284 | | | $ | 7,309 | | | $ | (808) | | | | | $ | (1,210) | | | $ | — | | | | $ | 12,575 | | | | $ | 762 | | | |
| | | | | | | | |
(k) | | Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category. |
(l) | | Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, the amortization of premiums and the exchange of one or more existing securities for one or more new securities. |
(m) | | During the three months ended March 31, 2019, the Company's ownership increased to over five percent of the portfolio company's voting securities. |
(17)As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” of and “control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”). Transactions related to investments in controlled affiliates for the year ended September 30, 2019 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | | Fair value as of September 30, 2018 | | Gross Additions(n) | | Gross Reductions(o) | | | | Net change in unrealized gain (loss) | | Net realized gain (loss) | | | Fair value as of September 30, 2019 | | | Interest and fee income | | |
Senior Loan Fund LLC(q) | | $ | 71,084 | | | $ | 1,750 | | | $ | (2,275) | | | | | $ | — | | | $ | 3,827 | | | | $ | 74,386 | | | | $ | — | | | |
GCIC Senior Loan Fund LLC(r) | | — | | | 52,605 | | | — | | | | | — | | | (3,347) | | | | 49,258 | | | | 1,219 | | | |
Total Controlled Affiliates | | $ | 71,084 | | | $ | 54,355 | | | $ | (2,275) | | | | | $ | — | | | $ | 480 | | | | $ | 123,644 | | | | $ | 1,219 | | | |
| | | | | | | | |
(n) | | Gross additions include capital commitment called and funded and the acquisition of GCIC SLF in the merger with GCIC (described in Note 1). |
(o) | | Gross reductions include return of capital for the Company's investment in SLF. |
(p) | | As of September 30, 2019, together with RGA, the Company co-invested through SLF. SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to SLF were approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owned more than 25% of the voting securities of SLF, the Company did not have sole control over significant actions of SLF for purposes of the 1940 Act or otherwise. |
(q) | | As of September 30, 2019, together with Aurora, the Company co-invested through GCIC SLF, following the acquisition of GCIC SLF in the merger with GCIC (described in Note 1). GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of the Company and Aurora (with unanimous approval required from (i) one representative of each of the Company and Aurora or (ii) both representatives of each of the Company and Aurora). Therefore, although the Company owned more than 25% of the voting securities of GCIC SLF, the Company did not have sole control over significant actions of GCIC SLF for purposes of the 1940 Act or otherwise. |
(18)The Company generally receives quarterly profit distributions from its equity investments in SLF and GCIC SLF. For the year ended September 30, 2019, the Company did not receive a profit distribution from its equity investments in SLF. For its equity investment in GCIC SLF, the Company received $1,219 for the year ended September 30, 2019. See Note 4. Investments.
(19)The rate shown is the annualized seven-day yield as of September 30, 2019.
See Notes to Consolidated Financial Statements.
60
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 1. Organization
Golub Capital BDC, Inc. (“GBDC” and, collectively with its subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company. GBDC has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, GBDC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment strategy is to invest primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. The Company also selectively invests in second lien and subordinated (a loan that ranks senior only to a borrower’s equity securities and ranks junior to all of such borrower’s other indebtedness in priority of payment) loans of, and warrants and minority equity securities in, U.S. middle-market companies. The Company has entered into the Investment Advisory Agreement (defined below) with GC Advisors LLC (the “Investment Adviser”), under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator (the “Administrator”), which is currently Golub Capital LLC.
On September 16, 2019, the Company completed its acquisition of Golub Capital Investment Corporation (“GCIC”), a Maryland corporation, pursuant to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of November 27, 2018, by and among the Company, GCIC, Fifth Ave Subsidiary Inc., a Maryland corporation and wholly owned subsidiary of the Company (“Merger Sub”), the Investment Adviser, and, for certain limited purposes, the Administrator. Pursuant to the Merger Agreement, Merger Sub was first merged with and into GCIC, with GCIC as the surviving company (the “Initial Merger”), and, immediately following the Initial Merger, GCIC was then merged with and into the Company, with the Company as the surviving company (the Initial Merger and the subsequent merger, collectively, the “Merger”). Upon consummation of the Merger, the Company entered into the Third Amended and Restated Investment Advisory Agreement dated as of September 16, 2019 with the Investment Adviser (the “Investment Advisory Agreement”). The Investment Advisory Agreement replaced the Second Amended and Restated Investment Advisory Agreement by and between the Company and the Investment Adviser dated as of August 4, 2014 (the “Prior Investment Advisory Agreement”). Refer to Note 3 for more information on the Investment Advisory Agreement and the Prior Investment Advisory Agreement.
On January 1, 2020 the Company entered into a purchase agreement (the “Purchase Agreement”) with RGA Reinsurance Company (“RGA”), Aurora National Life Assurance Company (“Aurora”), Senior Loan Fund (“SLF”), and GCIC Senior Loan Fund LLC (“GCIC SLF”). Pursuant to the Purchase Agreement, RGA and Aurora (together the “Transferors”) agreed to sell their limited liability company (“LLC”) equity interests in SLF and GCIC SLF, respectively, to the Company, effective as of January 1, 2020. As a result of the Purchase Agreement, on January 1, 2020, SLF and GCIC SLF became wholly-owned subsidiaries of the Company and the capital commitments of the Transferors to SLF and GCIC SLF were terminated.
Note 2. Significant Accounting Policies and Recent Accounting Updates
Basis of presentation: The Company is an investment company as defined in the accounting and reporting guidance under Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
The accompanying interim consolidated financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for the interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. All intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
financial statements and notes thereto in the Company’s Form 10-K for the year ended September 30, 2019, as filed with the U.S. Securities and Exchange Commission (the “SEC”).
Fair value of financial instruments: The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.
Any changes to the valuation methodology are reviewed by management and the Company’s board of directors (the “Board”) to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, the Company will continue to refine its valuation methodologies. See further description of fair value methodology in Note 6. Fair Value Measurements.
Use of estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Consolidation: As provided under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries Golub Capital BDC 2010-1 Holdings LLC (“Holdings”), Golub Capital BDC 2010-1 LLC (“2010 Issuer”), Golub Capital BDC CLO 2014 LLC (“2014 Issuer”), Golub Capital BDC CLO III Depositor LLC (“2018 CLO Depositor”), Golub Capital BDC CLO III LLC (“2018 Issuer”), Golub Capital BDC Funding LLC (“Funding”), Golub Capital BDC Funding II LLC (“Funding II”), Golub Capital BDC Holdings, LLC (“BDC Holdings”), GC SBIC IV, L.P. (“SBIC IV”), GC SBIC V, L.P. (“SBIC V”), GC SBIC VI, L.P. (“SBIC VI”), GCIC Holdings LLC (“GCIC Holdings”), GCIC Funding LLC (“GCIC Funding”), GCIC CLO II Depositor LLC (“GCIC 2018 CLO Depositor”), GCIC CLO II LLC (“GCIC 2018 Issuer”), GCIC Funding II LLC (“GCIC Funding II”), SLF, Senior Loan Fund II LLC (“SLF II”), GCIC SLF and GCIC Senior Loan Fund II LLC (“GCIC SLF II”). Prior to January 1, 2020, the Company did not consolidate its non-controlling interests in SLF, SLF II, GCIC SLF and GCIC SLF II (collectively, the “Senior Loan Funds” or “SLFs”). See further description of the Company’s previous investments in the SLFs in Note 4. Investments.
Assets related to transactions that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Financial Condition as investments. Those assets are owned by special purpose entities, including BDC Holdings, 2014 Issuer, 2018 Issuer, Funding, Funding II, GCIC Funding, GCIC Holdings, GCIC 2018 Issuer, GCIC Funding II, SLF II and GCIC SLF II that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of GBDC (or any affiliate of GBDC).
Cash, cash equivalents and foreign currencies: Cash, cash equivalents and foreign currencies are highly liquid investments with an original maturity of three months or less at the date of acquisition. The Company deposits its
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
cash in financial institutions and, at times, such balances exceed the Federal Deposit Insurance Corporation insurance limits.
Restricted cash and cash equivalents and restricted foreign currencies: Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. In addition, restricted cash, cash equivalents and restricted foreign currencies include amounts held within the Company’s small business investment company (“SBIC”) subsidiaries. The amounts held within the SBICs are generally restricted to the originations of new loans by the SBICs and the payment of U.S. Small Business Administration (“SBA”) debentures and related interest expense.
Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1)cash and cash equivalents, restricted cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities—at the spot exchange rate on the last business day of the period; and
(2)purchases and sales of investments, income and expenses—at the exchange rates prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Foreign security and currency transactions involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Forward currency contracts: A forward currency contract is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilized forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying securities the Company owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized gains (losses) and unrealized appreciation (depreciation) on the contracts are included in the Consolidated Statements of Operations. Unrealized appreciation (depreciation) on forward currency contracts is recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable.
The primary risks associated with forward currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks can exceed the amounts reflected in the Consolidated Statements of Financial Condition.
Refer to Note 5 for more information regarding the forward currency contracts.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Revenue recognition:
Investments and related investment income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments.
Loan origination fees, original issue discount and market discount or premium are capitalized, and the Company accretes or amortizes such amounts over the life of the loan as interest income. For the three and nine months ended June 30, 2020, interest income included $4,025 and $12,566, respectively, of accretion of discounts. For the three and nine months ended June 30, 2019, interest income included $2,694 and $6,624, respectively, of accretion of discounts. For the three and nine months ended June 30, 2020, the Company received loan origination fees of $969 and $7,794, respectively. For the three and nine months ended June 30, 2019, the Company received loan origination fees of $3,475 and $8,127, respectively.
For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, the Company will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. For the three and nine months ended June 30, 2020, the Company capitalized PIK interest of $2,865 and $7,513, respectively, into the principal balance of certain debt investments. For the three and nine months ended June 30, 2019, the Company capitalized PIK interest of $960 and $1,811, respectively, into the principal balance of certain debt investments.
In addition, the Company generates revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans. The Company records these fees as fee income when earned. All other income is recorded into income when earned. For the three and nine months ended June 30, 2020, fee income included $600 and $663, respectively, of prepayment premiums, which fees are non-recurring. For the three and nine months ended June 30, 2019, fee income included $240 and $681, respectively, of prepayment premiums, which fees are non-recurring.
For the three and nine months ended June 30, 2020, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $69,384 and $238,606, respectively. For the three and nine months ended June 30, 2019, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $39,829 and $115,954, respectively.
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from LLC and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
For the three and nine months ended June 30, 2020, excluding the Company's investment in LLC equity interests in the SLFs, the Company recorded dividend income of $0, and $180, respectively, and return of capital distributions, excluding the Company's investment in LLC equity interests in the SLFs, of $0 and $0, respectively. For the three and nine months ended June 30, 2020, the Company recorded dividend income of $0 and $1,905, respectively, and return of capital distributions of $0 and $4,375, respectively, from the Company's investment in LLC equity interests in the SLFs. For the three and nine months ended June 30, 2019, excluding the Company's investment in LLC equity interests in the SLFs, the Company recorded dividend income of $59 and $117, respectively, and return of capital distributions, excluding the Company's investment in LLC equity interests in the SLFs, of $0 and $0, respectively. For the three and nine months ended June 30, 2019, the Company recorded dividend income of $0, and $0, respectively, and return of capital distributions of $0, and $2,275, respectively, from the Company's investment in LLC equity interests in the SLFs.
Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments and foreign currency translation in the Consolidated Statements of Operations.
Non-accrual loans: A loan can be left on accrual status during the period the Company is pursuing repayment of the loan. Management reviews all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans are recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, payments are likely to remain current. The total fair value of non-accrual loans was $81,746 and $13,663 as of June 30, 2020 and September 30, 2019, respectively.
Purchase accounting: The Merger was accounted for under the asset acquisition method of accounting in accordance with ASC 805 — Business Combinations — Related Issues (“ASC Topic 805”), also referred to as “purchase accounting.” Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC Topic 805, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s books.
The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example cash) and does not give rise to goodwill. To the extent that the consideration paid to GCIC’s stockholders exceeded the relative fair values of the net identifiable assets of GCIC acquired other than “non-qualifying” assets, any such premium paid by the Company was further allocated to the cost of the GCIC assets acquired by the Company pro-rata to their relative fair value, other than “non-qualifying” assets. As GCIC did not have any “qualifying” assets at the time of acquisition, the premium was allocated to “non-qualifying” assets, which are GCIC’s investments in loans and equity securities, including its investment in GCIC SLF. Immediately following the acquisition of GCIC, the Company recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC assets acquired was immediately recognized as unrealized depreciation on the Company's Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income, with a corresponding reversal of the unrealized depreciation on the loans acquired from GCIC through their ultimate disposition. Amortization expense of purchase premium for the three and nine months ended June 30, 2020, was $7,558 and $31,995, respectively. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the equity securities acquired from GCIC and disposition of such equity securities at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the equity securities acquired from GCIC.
The Company's purchase of the equity interests in the Senior Loan Funds was accounted for under the asset acquisition method of accounting in accordance with ASC Topic 805. As of January 1, 2020, the Company allocated the cost to acquire the net assets of the Senior Loans Funds to the assets acquired and liabilities assumed based on the relative fair values of identifiable assets and liabilities. The total consideration transferred by the Company to acquire the Senior Loans Funds was $140,124, which was comprised of $17,011 paid to RGA and Aurora for their minority interests in the Senior Loan Funds and the derecognition of the Company's existing carrying cost of the investments in the Senior Loans Funds, as of January 1, 2020, of $123,113. As of January 1, 2020, the fair value of the net assets of the Senior Loan Funds was $136,088, which resulted in a $4,036 purchase premium that the Company recognized as realized loss in the Consolidated Statements of Operations.
Income taxes: The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify and be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
and timely distribute dividends for U.S. federal income tax purposes to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes with respect to all income distributed to its stockholders.
Depending on the level of taxable income earned in a tax year, the Company can determine to retain taxable income in excess of current year dividend distributions and distribute such taxable income in the next tax year. The Company may then be required to incur a 4% excise tax on such income. To the extent that the Company determines that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. No U.S. deferral excise tax was incurred for each of the three and nine months ended June 30, 2020 and 2019.
The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through June 30, 2020. The Company's tax returns for the 2017 through 2019 tax years remain subject to examination by U.S. federal and most state tax authorities.
Dividends and distributions: Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend or distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company can retain such capital gains for investment in its discretion.
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who participate in the DRIP will have their cash distribution reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares under the guidelines of the DRIP if the Company’s shares are trading at a premium to net asset value. The Company can purchase shares in the open market in connection with the obligations under the plan, and in particular, if the Company’s shares are trading at a significant discount to net asset value (“NAV”) and the Company is otherwise permitted under applicable law to purchase such shares, the Company intends to purchase shares in the open market in connection with any obligations under the DRIP.
In the event the market price per share of the Company’s common stock on the date of a distribution exceeds the most recently computed NAV per share of the common stock, the Company will issue shares of common stock to participants in the DRIP at the greater of the most recently computed NAV per share of common stock or 95% of the current market price per share of common stock (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share of common stock).
Share repurchase plan: The Company has a share repurchase program (the “Program”) which allows the Company to repurchase the Company’s outstanding common stock on the open market at prices below the Company’s NAV as reported in its most recently published consolidated financial statements. The Board most recently reapproved the Program in August 2020 and the Program is implemented at the discretion of management. Shares can be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. The Program permits repurchases up to $150,000 of the Company's common stock. Prior to August 6, 2019, the Program permitted up to $75,000 in repurchases. The Company did not make any repurchases of its common stock during each of the three and nine months ended June 30, 2020 and June 30, 2019.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Deferred debt issuance costs: Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of June 30, 2020 and September 30, 2019, the Company had deferred debt issuance costs of $4,597 and $4,939, respectively. These amounts are amortized and included in interest expense in the Consolidated Statements of Operations over the estimated average life of the borrowings. Amortization expense for deferred debt issuance costs for the three and nine months ended June 30, 2020, was $1,539 and $2,843, respectively. Amortization expense for deferred debt issuance costs for the three and nine months ended June 30, 2019, was $461 and $1,597, respectively.
Recent Accounting Pronouncements: In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU No. 2020-04 is elective and effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU No. 2020-04.
Note 3. Related Party Transactions
Investment Advisory Agreement: Under the Investment Advisory Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, GBDC. The Board approved the Investment Advisory Agreement on July 11, 2019. The Board noted that the terms of the Investment Advisory Agreement did not change the calculation of the Capital Gain Incentive Fee or the management or incentive fee rates and that the changes, as compared to the Prior Investment Advisory Agreement, consisted of revisions to (i) exclude the impact of purchase accounting resulting from a merger, including the Merger, from the calculation of income subject to the income incentive fee payable and the calculation of the cumulative incentive fee cap under the Investment Advisory Agreement and (ii) convert the cumulative incentive fee cap into a per share calculation. At a meeting of the Company's stockholders held on September 4, 2019, the Company's stockholders voted to the approve the Investment Advisory Agreement, which was entered into and effective as of September 16, 2019, the closing of the Merger, and will continue for an initial two-year term. The Investment Adviser is a registered investment adviser with the SEC. The Investment Adviser receives fees for providing services, consisting of two components, a base management fee and an Incentive Fee (as defined below).
The base management fee is calculated at an annual rate equal to 1.375% of average adjusted gross assets at the end of the two most recently completed calendar quarters (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser voluntarily excludes any assets funded with secured borrowing proceeds from the base management fee calculation. The base management fee is adjusted, based on the actual number of days elapsed relative to the total number of days in such calendar quarter, for any share issuances or repurchases during such calendar quarter. For purposes of the Investment Advisory Agreement, cash equivalents mean U.S. government securities and commercial paper instruments maturing within 270 days of purchase (which is different than the GAAP definition, which defines cash equivalents as U.S. government securities and commercial paper instruments maturing within 90 days of purchase). To the extent that the Investment Adviser or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of the Company, the base management fee will be reduced by an amount equal to the product of (1) the total fees paid to the Investment Adviser by such subsidiary for such services and (2) the percentage of such subsidiary’s total equity, including membership interests and any class of notes not exclusively held by one or more third parties, that is owned, directly or indirectly, by the Company.
The Company has structured the calculation of the Incentive Fee to include a fee limitation such that an Incentive Fee for any quarter can only be paid to the Investment Adviser if, after such payment, the cumulative Incentive Fees paid to the Investment Adviser, calculated on a per share basis, since April 13, 2010, the effective date of the Company’s election to become a BDC, would be less than or equal to 20.0% of the Company’s Cumulative Pre-Incentive Fee Net Income (as defined below).
The Company accomplishes this limitation by subjecting each quarterly Incentive Fee payable under the Income and Capital Gain Incentive Fee Calculation (as defined below) to a cap (the “Incentive Fee Cap”). The Investment
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Advisory Agreement, as compared to the Prior Investment Advisory Agreement, converts the cumulative incentive fee cap from an aggregate basis calculation to a per share calculation. Under the Prior Investment Advisory Agreement, the Incentive Fee would not be paid at any time if, after such payment, the cumulative incentive fees paid to date would be greater than 20.0% of the Company's Cumulative Pre-Incentive Fee Net Income since April 13, 2010. Under the Investment Advisory Agreement, the Incentive Fee Cap in any quarter is equal to the difference between (a) 20.0% of Cumulative Pre-Incentive Fee Net Income Per Share (as defined below) and (b) Cumulative Incentive Fees Paid Per Share (as defined below). To the extent the Incentive Fee Cap is zero or a negative value in any quarter, no Incentive Fee would be payable in that quarter. If, for any relevant period, the Incentive Fee Cap calculation results in the Company paying less than the amount of the Incentive Fee calculated above, then the difference between the Incentive Fee and the Incentive Fee Cap will not be paid by GBDC and will not be received by the Investment Adviser as an Incentive Fee either at the end of such relevant period or at the end of any future period. “Cumulative Pre-Incentive Fee Net Income Per Share” equals the sum of “Pre-Incentive Fee Net Income Per Share” (as defined below) for each quarterly period since April 13, 2010. “Pre-Incentive Fee Net Income Per Share” equals the sum of (i) Pre-Incentive Fee Net Investment Income (as defined below) and (ii) Adjusted Capital Returns for the applicable period, divided by (b) the weighted average number of shares of GBDC common stock outstanding during such period. “Adjusted Capital Returns” for any period is the sum of the realized aggregate capital gains, realized aggregate capital losses, aggregate unrealized capital depreciation and aggregate unrealized capital appreciation for such period; provided that the calculation of realized aggregate capital gains, realized aggregate capital losses, aggregate unrealized capital depreciation and aggregate unrealized capital appreciation shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger. “Cumulative Incentive Fees Paid Per Share” is equal to the sum of Incentive Fees Paid Per Share since April 13, 2010. “Incentive Fees Paid Per Share” for any period is equal to the Incentive Fees accrued and/or payable to the Company for such period, divided by the weighted average number of shares of common stock of GBDC during such period.
“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement, any expenses of securitizations and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash.
Incentive Fees are calculated and payable quarterly in arrears (or, upon termination of the Investment Advisory Agreement, as of the termination date).
The income and capital gains incentive fee calculation (the “Income and Capital Gain Incentive Fee Calculation”) has two parts, the income component (the “Income Incentive Fee”) and the capital gains component (the “Capital Gain Incentive Fee” and, together with the Income Incentive Fee, the “Incentive Fee”). The Income Incentive Fee is calculated quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.
For the three and nine months ended June 30, 2020, the Income Incentive Fee incurred was $3,081 and $12,832, respectively. For the three and nine months ended June 30, 2019, the Income Incentive Fee incurred was $3,501 and $9,697, respectively.
The Investment Advisory Agreement, as compared to the Prior Investment Advisory Agreement, excludes the impact of purchase accounting resulting from a merger, including the Merger, from the calculation of income subject to the Income Incentive Fee and the calculation of the Incentive Fee Cap. As a result, under the Investment Advisory Agreement, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation or any amortization or accretion of any purchase premium or discount to interest income solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger, such as the premium to net asset value paid for the shares of GCIC common
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
stock in the Merger. Because of the structure of the Income Incentive Fee, it is possible that an Incentive Fee is calculated under this formula with respect to a period in which the Company has incurred a loss. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the hurdle rate (as defined below) for a calendar quarter, the Income Incentive Fee will result in a positive value and an Incentive Fee will be paid even if the Company has incurred a loss in such period due to realized and/or unrealized capital losses unless the payment of such Incentive Fee would cause the Company to pay Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2.0% quarterly. If market interest rates rise, it is possible that the Company will be able to invest funds in debt instruments that provide for a higher return, which would increase Pre-Incentive Fee Net Investment Income and make it easier for the Investment Adviser to surpass the fixed hurdle rate and receive an Incentive Fee based on such net investment income.
The Company’s Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of its total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the 1.375% base management fee annual rate.
The Company calculates the Income Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income quarterly, in arrears, as follows:
•Zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;
•100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.5%) is referred to as the “catch-up” provision. The catch-up is meant to provide the Investment Adviser with 20.0% of the Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter; and
•20.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter.
The Capital Gain Incentive Fee equals (a) 20.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), which commenced with the calendar year ending December 31, 2010, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. The Capital Gain Incentive Fee is calculated in the same manner under the Investment Advisory Agreement as under the Prior Investment Advisory Agreement. The Company’s “Capital Gain Incentive Fee Base” equals (1) the sum of (i) realized capital gains, if any, on a cumulative positive basis from the date the Company elected to become a BDC through the end of each calendar year, (ii) all realized capital losses on a cumulative basis and (iii) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred debt issuance costs, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis.
•The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
•The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
•The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
In accordance with GAAP, the Company also is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under either the Prior Investment Advisory Agreement or Investment Advisory Agreement, as applicable. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 20% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period results in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three and nine months ended June 30, 2020, the Company did not accrue a capital gain incentive fee. For the three and nine months ended June 30, 2019, the Company accrued a capital gain incentive fee of $28 and a reversal of $1,119, respectively. Changes in the accrual for the capital gain incentive fee are included in incentive fee in the Consolidated Statements of Operations. As of June 30, 2020 and September 30, 2019, there was no cumulative accrual of capital gain incentive fees under GAAP included in management and incentive fees payable on the Consolidated Statements of Financial Condition.
As of June 30, 2020 and September 30, 2019, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement as described above. Any payment due under the terms of the Investment Advisory Agreement or the Prior Investment Advisory Agreement, as applicable, is calculated in arrears at the end of each calendar year.
Administration Agreement: Under the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment, provides the Company with clerical, bookkeeping and record keeping services at such facilities and provides the Company with other administrative services as the Administrator, subject to review by the Board, determines necessary to conduct the Company’s day-to-day operations. The Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, fees and expenses associated with performing compliance functions and the Company's allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. The Board reviews such expenses to determine that these expenses, including any allocation of expenses among the Company and other entities for which the Administrator provides similar services, are reasonable and comparable to administrative services charged by unaffiliated third party asset managers. Under the Administration Agreement, the Administrator also provides, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance and will be paid an additional amount based on the cost of the services provided, which amount shall not exceed the amount the Company receives from such portfolio companies.
Included in accounts payable and other liabilities is $1,613 and $639 as of June 30, 2020 and September 30, 2019, respectively, for accrued allocated shared services under the Administration Agreement. As of September 30, 2019, also included in accounts payable and other liabilities, is $763 of accrued allocated shared service fees payable to the Administrator that was assumed from GCIC in the Merger, which were paid by the Company to the Administrator in December 2019.
Other related party transactions: The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash.
Total expenses reimbursed to the Administrator during the three and nine months ended June 30, 2020 were $856 and $4,146, respectively. Total expenses reimbursed to the Administrator during the three and nine months ended June 30, 2019 were $338 and $1,547, respectively.
As of June 30, 2020 and September 30, 2019, included in accounts payable and other liabilities were $2,232 and $922, respectively, for expenses paid on behalf of the Company by the Administrator. As of September 30, 2019, also included in accounts payable and other liabilities was $763 of expenses paid on behalf of GCIC by the
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Administrator and were assumed in the Merger and were paid by the Company to the Administrator in December 2019.
As of September 30, 2019, included in accounts payable and other liabilities were $3,394 for an income incentive fee, $1,377 for a capital gain incentive fee, $4,464 for base management fees and $10,071 for a subordinated liquidation fee, each of which were payable by GCIC pursuant to its investment advisory agreement with the Investment Adviser and was assumed in the Merger. In October 2019, the Company paid the Investment Adviser the outstanding payable balances assumed in the Merger. The investment advisory agreement between the Investment Adviser and GCIC was terminated in connection with the closing of the Merger.
On June 22, 2016, the Company entered into an unsecured revolving credit facility with the Investment Adviser (as amended, the “Adviser Revolver”) with a maximum credit limit of $20,000 and expiration date of June 22, 2019. On June 21, 2019, the Company entered into an amendment to the Adviser Revolver to, among other things, (a) extend the maturity date from June 22, 2019 to June 21, 2022 and (b) increase the borrowing capacity from $20,000 to $40,000. On October 28, 2019, the Company entered into an amendment to the Adviser Revolver to, among other things, increase the borrowing capacity under the Adviser Revolver from $40,000 to $100,000. Refer to Note 7. Borrowings for discussion of the Adviser Revolver.
Effective September 16, 2019, the Company assumed, as a result of the Merger, an unsecured revolving credit facility with the Investment Adviser (“Adviser Revolver II”) that had a credit limit of $40,000. In connection with the amendment to the Adviser Revolver on October 28, 2019, the Company terminated the Adviser Revolver II.
On September 16, 2019, the Company completed its acquisition of GCIC. As a result, the Company also acquired its investment in GCIC SLF. Refer to Note 1 for more information regarding the Merger.
On January 1, 2020, SLF and GCIC SLF became wholly-owned subsidiaries of the Company through the Purchase Agreement as described in Note 1. As a result, SLF's and GCIC SLF's administrative service fee agreements with the Administrator were terminated, effective on January 1, 2020. The outstanding payables to the Administrator for SLF and GCIC SLF of $249 and $178, respectively, were assumed by the Company as a result of the Purchase Agreement and were paid in March 2020.
As discussed in Note 11, 3,191,448 shares were purchased in the rights offering by affiliates of the Investment Adviser.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 4. Investments
Investments as of June 30, 2020 and September 30, 2019 consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2020 | | | | | | As of September 30, 2019 | | | | |
| Principal | | Amortized Cost | | Fair Value | | Principal | | Amortized Cost | | Fair Value |
Senior secured | $ | 656,048 | | | $ | 649,601 | | | $ | 604,452 | | | $ | 601,788 | | | $ | 605,606 | | | $ | 589,340 | |
One stop | 3,698,347 | | | 3,721,489 | | | 3,548,148 | | | 3,514,266 | | | 3,559,030 | | | 3,474,116 | |
Second lien | 20,418 | | | 20,670 | | | 20,418 | | | 19,473 | | | 19,745 | | | 19,473 | |
Subordinated debt | 534 | | | 539 | | | 560 | | | 369 | | | 375 | | | 369 | |
| | | | | | | | | | | |
LLC equity interests in the SLFs(1)(2) | N/A | | — | | | — | | | N/A | | 127,487 | | | 123,644 | |
Equity | N/A | | 82,423 | | | 76,792 | | | N/A | | 79,527 | | | 85,990 | |
Total | $ | 4,375,347 | | | $ | 4,474,722 | | | $ | 4,250,370 | | | $ | 4,135,896 | | | $ | 4,391,770 | | | $ | 4,292,932 | |
(1)SLF’s and GCIC SLF's proceeds from the LLC equity interests invested in SLF and GCIC SLF, respectively, were utilized to invest in senior secured loans.
(2)Effective January 1, 2020, SLF's and GCIC SLF's investments were consolidated into the Company. Refer to Note 1.
The following tables show the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which is not always indicative of the primary source of the portfolio company’s business.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2020 | | | | As of September 30, 2019 | | |
Amortized Cost: | | | | | | | |
United States | | | | | | | |
Mid-Atlantic | $ | 874,530 | | | 19.5 | % | | $ | 919,868 | | | 21.0 | % |
Midwest | 903,052 | | | 20.2 | | | 985,471 | | | 22.4 | |
West | 716,544 | | | 16.0 | | | 748,104 | | | 17.0 | |
Southeast | 1,040,919 | | | 23.3 | | | 944,794 | | | 21.5 | |
Southwest | 476,837 | | | 10.7 | | | 453,239 | | | 10.3 | |
Northeast | 325,816 | | | 7.3 | | | 217,138 | | | 4.9 | |
Canada | 100,672 | | | 2.2 | | | 99,823 | | | 2.3 | |
United Kingdom | 21,251 | | | 0.5 | | | 21,080 | | | 0.5 | |
Australia | 14,050 | | | 0.3 | | | 2,253 | | | 0.1 | |
Luxembourg | 974 | | | 0.0 | * | | — | | | — | |
Andorra | 77 | | | 0.0 | * | | — | | | — | |
Total | $ | 4,474,722 | | | 100.0 | % | | $ | 4,391,770 | | | 100.0 | % |
| | | | | | | |
Fair Value: | | | | | | | |
United States | | | | | | | |
Mid-Atlantic | $ | 839,893 | | | 19.8 | % | | $ | 896,202 | | | 20.9 | % |
Midwest | 859,586 | | | 20.2 | | | 959,894 | | | 22.4 | |
West | 674,719 | | | 15.9 | | | 732,599 | | | 17.1 | |
Southeast | 987,506 | | | 23.2 | | | 929,922 | | | 21.6 | |
Southwest | 451,127 | | | 10.6 | | | 442,744 | | | 10.3 | |
Northeast | 309,138 | | | 7.3 | | | 211,920 | | | 4.9 | |
Canada | 95,192 | | | 2.2 | | | 97,392 | | | 2.3 | |
United Kingdom | 19,848 | | | 0.5 | | | 20,082 | | | 0.5 | |
Australia | 12,411 | | | 0.3 | | | 2,177 | | | 0.0 | * |
Luxembourg | 898 | | | 0.0 | * | | — | | | — | |
Andorra | 52 | | | 0.0 | * | | — | | | — | |
Total | $ | 4,250,370 | | | 100.0 | % | | $ | 4,292,932 | | | 100.0 | % |
* Represents an amount less than 0.1%.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The industry compositions of the portfolio at amortized cost and fair value as of June 30, 2020 and September 30, 2019 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2020 | | | | As of September 30, 2019 | | |
Amortized Cost: | | | | | | | |
Aerospace and Defense | $ | 101,147 | | | 2.3 | % | | $ | 92,797 | | | 2.1 | % |
Automobile | 73,428 | | | 1.6 | | | 70,401 | | | 1.6 | |
Beverage, Food and Tobacco | 243,637 | | | 5.4 | | | 257,594 | | | 5.9 | |
Broadcasting and Entertainment | — | | | — | | | 2,136 | | | 0.0 | * |
Buildings and Real Estate | 55,882 | | | 1.2 | | | 134,083 | | | 3.0 | |
Chemicals, Plastics and Rubber | 31,308 | | | 0.7 | | | 19,184 | | | 0.4 | |
Containers, Packaging and Glass | 3,815 | | | 0.1 | | | — | | | — | |
Diversified/Conglomerate Manufacturing | 146,809 | | | 3.3 | | | 127,441 | | | 2.9 | |
Diversified/Conglomerate Service | 1,623,189 | | | 36.3 | | | 1,470,501 | | | 33.5 | |
Ecological | 45,548 | | | 1.0 | | | 44,573 | | | 1.0 | |
Electronics | 254,651 | | | 5.7 | | | 257,587 | | | 5.9 | |
Finance | 19,373 | | | 0.4 | | | 19,532 | | | 0.4 | |
Grocery | 7,964 | | | 0.2 | | | 444 | | | 0.0 | * |
Healthcare, Education and Childcare | 845,867 | | | 18.9 | | | 772,226 | | | 17.6 | |
Home and Office Furnishings, Housewares, and Durable Consumer | 31,726 | | | 0.7 | | | 21,551 | | | 0.5 | |
Hotels, Motels, Inns, and Gaming | 9,586 | | | 0.2 | | | 8,463 | | | 0.2 | |
Insurance | 97,853 | | | 2.2 | | | 105,238 | | | 2.4 | |
Investment Funds and Vehicles | — | | | — | | | 127,487 | | | 2.9 | |
Leisure, Amusement, Motion Pictures, Entertainment | 209,836 | | | 4.7 | | | 186,894 | | | 4.3 | |
Mining, Steel, Iron and Non-Precious Metals | 4,734 | | | 0.1 | | | 4,794 | | | 0.1 | |
Oil and Gas | 55,962 | | | 1.3 | | | 36,237 | | | 0.8 | |
Personal and Non Durable Consumer Products (Mfg. Only) | 75,059 | | | 1.7 | | | 73,146 | | | 1.7 | |
Personal, Food and Miscellaneous Services | 180,251 | | | 4.0 | | | 214,582 | | | 4.9 | |
Printing and Publishing | 18,805 | | | 0.4 | | | 10,787 | | | 0.2 | |
Retail Stores | 308,979 | | | 6.9 | | | 302,054 | | | 6.9 | |
Telecommunications | 11,161 | | | 0.3 | | | 11,832 | | | 0.3 | |
Textiles and Leather | 4,167 | | | 0.1 | | | 4,080 | | | 0.1 | |
Utilities | 13,985 | | | 0.3 | | | 16,126 | | | 0.4 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 4,474,722 | | | 100.0 | % | | $ | 4,391,770 | | | 100.0 | % |
* Represents an amount less than 0.1%.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2020 | | | | As of September 30, 2019 | | |
Fair Value: | | | | | | | |
Aerospace and Defense | $ | 95,737 | | | 2.3 | % | | $ | 91,651 | | | 2.1 | % |
Automobile | 71,837 | | | 1.7 | | | 69,820 | | | 1.6 | |
Beverage, Food and Tobacco | 222,541 | | | 5.2 | | | 252,588 | | | 5.9 | |
Broadcasting and Entertainment | — | | | — | | | 2,108 | | | 0.1 | |
Buildings and Real Estate | 56,335 | | | 1.3 | | | 133,053 | | | 3.1 | |
Chemicals, Plastics and Rubber | 30,058 | | | 0.7 | | | 18,922 | | | 0.4 | |
Containers, Packaging and Glass | 3,811 | | | 0.1 | | | — | | | — | |
Diversified/Conglomerate Manufacturing | 138,058 | | | 3.2 | | | 124,040 | | | 2.9 | |
Diversified/Conglomerate Service | 1,578,091 | | | 37.1 | | | 1,442,750 | | | 33.6 | |
Ecological | 45,072 | | | 1.1 | | | 43,857 | | | 1.0 | |
Electronics | 248,136 | | | 5.8 | | | 249,678 | | | 5.8 | |
Finance | 18,588 | | | 0.4 | | | 18,883 | | | 0.4 | |
Grocery | 7,894 | | | 0.2 | | | 411 | | | 0.0 | * |
Healthcare, Education and Childcare | 771,299 | | | 18.1 | | | 746,484 | | | 17.4 | |
Home and Office Furnishings, Housewares, and Durable Consumer | 28,783 | | | 0.7 | | | 20,894 | | | 0.5 | |
Hotels, Motels, Inns, and Gaming | 6,757 | | | 0.2 | | | 8,419 | | | 0.2 | |
Insurance | 98,493 | | | 2.3 | | | 104,086 | | | 2.4 | |
Investment Funds and Vehicles | — | | | — | | | 123,644 | | | 2.9 | |
Leisure, Amusement, Motion Pictures, Entertainment | 189,195 | | | 4.5 | | | 183,836 | | | 4.3 | |
Mining, Steel, Iron and Non-Precious Metals | 2,610 | | | 0.1 | | | 3,747 | | | 0.1 | |
Oil and Gas | 53,343 | | | 1.3 | | | 35,612 | | | 0.8 | |
Personal and Non Durable Consumer Products (Mfg. Only) | 68,991 | | | 1.6 | | | 73,444 | | | 1.7 | |
Personal, Food and Miscellaneous Services | 174,507 | | | 4.1 | | | 208,728 | | | 4.9 | |
Printing and Publishing | 17,096 | | | 0.4 | | | 10,427 | | | 0.2 | |
Retail Stores | 294,497 | | | 6.9 | | | 294,463 | | | 6.9 | |
Telecommunications | 11,031 | | | 0.3 | | | 11,627 | | | 0.3 | |
Textiles and Leather | 3,761 | | | 0.1 | | | 3,927 | | | 0.1 | |
Utilities | 13,849 | | | 0.3 | | | 15,833 | | | 0.4 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Total | $ | 4,250,370 | | | 100.0 | % | | $ | 4,292,932 | | | 100.0 | % |
* Represents an amount less than 0.1%.
Senior Loan Fund LLC:
Effective January 1, 2020, the Company purchased the remaining equity interests in SLF from RGA and consolidated SLF's assets and liabilities into the Company's financial statements and notes. Prior to January 1, 2020, the Company co-invested with RGA in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect of SLF were approved by the SLF investment committee consisting of two representatives of each of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). SLF could have ceased making new investments upon notification of either member but operations would have continued until all investments were sold or paid-off in the normal course of business. Investments held by SLF were measured at fair value using the same valuation methodologies as described in Note 6.
As of September 30, 2019, SLF was capitalized by LLC equity interest subscriptions from its members. As of September 30, 2019, the Company and RGA owned 87.5% and 12.5%, respectively, of the LLC equity interests of SLF. SLF’s profits and losses were allocated to the Company and RGA in accordance with their respective ownership interests.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of September 30, 2019, SLF had the following commitments from its members (in the aggregate):
| | | | | | | | | | | | | | | | | |
| | | | | As of September 30, 2019 | | |
| | | | | Committed | | Funded(1) |
LLC equity commitments | | | | | $ | 200,000 | | | $ | 85,580 | |
Total | | | | | $ | 200,000 | | | $ | 85,580 | |
(1)Funded LLC equity commitments are presented net of return of capital distributions subject to recall.
SLF entered into a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Wells Fargo Bank, N.A., through its wholly-owned subsidiary SLF II, which allowed SLF II, as of September 30, 2019, to borrow up to $75,581 at any one time outstanding, subject to leverage and borrowing base restrictions. The SLF Credit Facility bore interest at one-month LIBOR plus 2.05% per annum. Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, the SLF Credit Facility.
As of September 30, 2019, SLF had total assets at fair value of $161,018. As of September 30, 2019, SLF had loans in two portfolio companies on non-accrual status with a fair value of $4,987. The portfolio companies in SLF were in industries and geographies similar to those in which the Company invests directly. Additionally, as of September 30, 2019, SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $3,377.
Below is a summary of SLF’s senior secured loan portfolio, followed by a listing of the individual investments in SLF’s portfolio as of September 30, 2019:
| | | | | | | |
| | | As of September 30, 2019 |
Senior secured loans(1) | | | $ | 154,254 | |
Weighted average current interest rate on senior secured loans(2) | | | 7.4 | % |
Number of borrowers in SLF | | | 27 | |
Largest portfolio company investment(1) | | | $ | 12,654 | |
Total of five largest portfolio company investments(1) | | | $ | 54,268 | |
(1)At principal amount.
(2)Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SLF Investment Portfolio as of September 30, 2019 | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) / Shares(2) | | Fair Value(3) | | | | | | |
| 1A Smart Start LLC(4) | | Home and Office Furnishings, Housewares, and Durable Consumer | | Senior loan | | 02/2022 | | 6.5 | % | $ | 2,961 | | | $ | 2,961 | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5) | | Healthcare, Education and Childcare | | Senior loan | | 12/2019 | | 7.1 | | 6,172 | | | 3,703 | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5) | | Healthcare, Education and Childcare | | Senior loan | | 12/2019 | | 7.1 | | 422 | | | 253 | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5)(7) | | Healthcare, Education and Childcare | | Senior loan | | 12/2019 | | 7.1 | | 193 | | | (8) | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5) | | Healthcare, Education and Childcare | | Senior loan | | 12/2019 | | 10.6 | | 2,139 | | | 4 | | | | | | | |
| Boot Barn, Inc.(4) | | Retail Stores | | Senior loan | | 06/2023 | | 6.6 | | 6,022 | | | 6,022 | | | | | | | |
| Brandmuscle, Inc. | | Printing and Publishing | | Senior loan | | 12/2021 | | 6.9 | | 4,418 | | | 4,415 | | | | | | | |
| Brandmuscle, Inc. | | Printing and Publishing | | Senior loan | | 12/2021 | | N/A(6) | | — | | | — | | | | | | | |
| Captain D's, LLC(4) | | Personal, Food and Miscellaneous Services | | Senior loan | | 12/2023 | | 6.5 | | 2,433 | | | 2,433 | | | | | | | |
| Captain D's, LLC(4) | | Personal, Food and Miscellaneous Services | | Senior loan | | 12/2023 | | 7.5 | | 17 | | | 17 | | | | | | | |
| CLP Healthcare Services, Inc. | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 7.4 | | 8,415 | | | 8,415 | | | | | | | |
| CLP Healthcare Services, Inc. | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 7.4 | | 4,239 | | | 4,239 | | | | | | | |
| Community Veterinary Partners, LLC | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | 2,392 | | | 2,392 | | | | | | | |
| Community Veterinary Partners, LLC | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | 1,203 | | | 1,203 | | | | | | | |
| Community Veterinary Partners, LLC | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | 58 | | | 58 | | | | | | | |
| Community Veterinary Partners, LLC | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | 40 | | | 40 | | | | | | | |
| Community Veterinary Partners, LLC | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | N/A(6) | | — | | | — | | | | | | | |
| DISA Holdings Acquisition Subsidiary Corp.(4) | | Diversified/Conglomerate Service | | Senior loan | | 06/2022 | | 7.1 | | 4,773 | | | 4,773 | | | | | | | |
| DISA Holdings Acquisition Subsidiary Corp.(4) | | Diversified/Conglomerate Service | | Senior loan | | 06/2022 | | 6.0 | | 53 | | | 53 | | | | | | | |
| Flexan, LLC | | Chemicals, Plastics and Rubber | | Senior loan | | 02/2020 | | 7.9 | | 5,905 | | | 5,905 | | | | | | | |
| Flexan, LLC | | Chemicals, Plastics and Rubber | | Senior loan | | 02/2020 | | 7.9 | | 1,640 | | | 1,640 | | | | | | | |
| Flexan, LLC(4) | | Chemicals, Plastics and Rubber | | Senior loan | | 02/2020 | | 9.5 | | 431 | | | 431 | | | | | | | |
| Gamma Technologies, LLC(4) | | Electronics | | Senior loan | | 06/2024 | | 7.3 | | 10,084 | | | 10,084 | | | | | | | |
| III US Holdings, LLC | | Diversified/Conglomerate Service | | Senior loan | | 09/2022 | | 8.1 | | 4,288 | | | 4,288 | | | | | | | |
| Jensen Hughes, Inc. | | Buildings and Real Estate | | Senior loan | | 03/2024 | | 6.6 | | 2,276 | | | 2,276 | | | | | | | |
| Jensen Hughes, Inc. | | Buildings and Real Estate | | Senior loan | | 03/2024 | | 6.6 | | 118 | | | 118 | | | | | | | |
| Jensen Hughes, Inc. | | Buildings and Real Estate | | Senior loan | | 03/2024 | | 6.6 | | 63 | | | 63 | | | | | | | |
| Joerns Healthcare, LLC(4) | | Healthcare, Education and Childcare | | Senior loan | | 08/2024 | | 8.2 | | 1,286 | | | 1,286 | | | | | | | |
| Joerns Healthcare, LLC(4) | | Healthcare, Education and Childcare | | Senior loan | | 08/2024 | | 8.2 | | 1,338 | | | 1,338 | | | | | | | |
| Mediaocean LLC | | Diversified/Conglomerate Service | | Senior loan | | 08/2020 | | N/A(6) | | — | | | — | | | | | | | |
| Paradigm DKD Group, LLC(4)(5) | | Buildings and Real Estate | | Senior loan | | 05/2022 | | 8.4 | | 1,480 | | | 1,094 | | | | | | | |
| Paradigm DKD Group, LLC(4)(5)(7) | | Buildings and Real Estate | | Senior loan | | 05/2022 | | 8.4 | | (16) | | | (59) | | | | | | | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc(4) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2025 | | 6.0 | | 5,264 | | | 5,264 | | | | | | | |
| Polk Acquisition Corp.(4) | | Automobile | | Senior loan | | 06/2022 | | 7.3 | | 4,465 | | | 4,376 | | | | | | | |
| Polk Acquisition Corp.(4) | | Automobile | | Senior loan | | 06/2022 | | 7.3 | | 60 | | | 58 | | | | | | | |
| Polk Acquisition Corp. | | Automobile | | Senior loan | | 06/2022 | | 7.3 | | 52 | | | 51 | | | | | | | |
| Pyramid Healthcare, Inc.(4) | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 8.8 | | 10,047 | | | 10,047 | | | | | | | |
| Pyramid Healthcare, Inc. | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 9.2 | | 257 | | | 257 | | | | | | | |
| Pyramid Healthcare, Inc. | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 8.8 | | 147 | | | 147 | | | | | | | |
| Pyramid Healthcare, Inc. | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 8.8 | | 99 | | | 99 | | | | | | | |
| RSC Acquisition, Inc.(4) | | Insurance | | Senior loan | | 11/2022 | | 6.4 | | 3,785 | | | 3,785 | | | | | | | |
| RSC Acquisition, Inc.(4) | | Insurance | | Senior loan | | 11/2021 | | N/A(6) | | — | | | — | | | | | | | |
| Rubio's Restaurants, Inc(4) | | Beverage, Food and Tobacco | | Senior loan | | 10/2019 | | 9.1 | | 4,890 | | | 4,890 | | | | | | | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SLF Investment Portfolio as of September 30, 2019 | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) / Shares(2) | | Fair Value(3) | | | | | | |
| Sage Dental Management, LLC | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 7.35 cash/1.00 PIK | % | $ | 4,341 | | | $ | 3,907 | | | | | | | |
| Sage Dental Management, LLC | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 8.4 | | 70 | | | 62 | | | | | | | |
| Sage Dental Management, LLC | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 8.4 | | 63 | | | 57 | | | | | | | |
| Sage Dental Management, LLC | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 8.4 | | 45 | | | 40 | | | | | | | |
| SEI, Inc.(4) | | Electronics | | Senior loan | | 07/2023 | | 6.8 | | 11,004 | | | 11,004 | | | | | | | |
| SEI, Inc. | | Electronics | | Senior loan | | 07/2023 | | N/A(6) | | — | | | — | | | | | | | |
| Self Esteem Brands, LLC(4) | | Leisure, Amusement, Motion Pictures, Entertainment | | Senior loan | | 02/2022 | | 6.3 | | 9,561 | | | 9,561 | | | | | | | |
| Self Esteem Brands, LLC(4) | | Leisure, Amusement, Motion Pictures, Entertainment | | Senior loan | | 02/2022 | | 8.3 | | 415 | | | 415 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | 4,190 | | | 3,771 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | 3,285 | | | 2,956 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | 567 | | | 511 | | | | | | | |
| Teasdale Quality Foods, Inc.(4) | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | 424 | | | 382 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | 210 | | | 189 | | | | | | | |
| Upstream Intermediate, LLC | | Healthcare, Education and Childcare | | Senior loan | | 01/2024 | | 6.0 | | 2,796 | | | 2,796 | | | | | | | |
| WHCG Management, LLC(4) | | Healthcare, Education and Childcare | | Senior loan | | 03/2023 | | 8.1 | | 7,820 | | | 7,820 | | | | | | | |
| WIRB-Copernicus Group, Inc.(4) | | Healthcare, Education and Childcare | | Senior loan | | 08/2022 | | 6.4 | | 5,554 | | | 5,554 | | | | | | | |
| Total senior loan investments | | | | | | | | | | $ | 154,254 | | | $ | 147,436 | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Paradigm DKD Group, LLC(4)(8)(9) | | Buildings and Real Estate | | LLC units | | N/A | | N/A | | $ | 170 | | | $ | 62 | | | | | | | |
| Paradigm DKD Group, LLC(4)(8)(9) | | Buildings and Real Estate | | LLC units | | N/A | | N/A | | 963 | | | — | | | | | | | |
| Paradigm DKD Group, LLC(4)(8)(9) | | Buildings and Real Estate | | LLC units | | N/A | | N/A | | 34 | | | — | | | | | | | |
| Joerns Healthcare, LLC(4)(8)(9) | | Healthcare, Education and Childcare | | Common Stock | | N/A | | N/A | | 309 | | | 3,017 | | | | | | | |
| W3 Co. (8)(9) | | Oil and Gas | | LLC units | | N/A | | N/A | | 3 | | | 1,526 | | | | | | | |
| W3 Co. (8)(9) | | Oil and Gas | | Preferred stock | | N/A | | N/A | | — | | | 218 | | | | | | | |
| Total equity investments | | | | | | | | | | | | $ | 4,823 | | | | | | | |
| Total investments | | | | | | | | | | $ | 154,254 | | | $ | 152,259 | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
(1)Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash, except where PIK is shown.
(2)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(3)Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.
(4)The Company also held a portion of the first lien senior secured loan in this portfolio company as of September 30, 2019.
(5)Loan was on non-accrual status as of September 30, 2019. As such, no interest is being earned on this investment.
(6)The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(8)Equity investment received as a result of the portfolio company's debt restructuring.
(9)Non-income producing.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of September 30, 2019, the Company had committed to fund $175,000 of LLC equity interest subscriptions to SLF. As of September 30, 2019, $74,883 of the Company’s LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $70,507 of the Company's LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. For the three and nine months ended June 30, 2020 and 2019, the Company received no dividend income from the LLC equity interests in SLF.
See below for certain summarized financial information for SLF as of September 30, 2019 and for the three months ended December 31, 2019 and the three and nine months ended June 30, 2019:
| | | | | | | |
| | | As of September 30, 2019 |
Selected Balance Sheet Information: | | | |
Investments, at fair value | | | $ | 152,259 | |
Cash and other assets | | | 8,759 | |
| | | |
Total assets | | | $ | 161,018 | |
Senior credit facility | | | $ | 75,581 | |
| | | |
| | | |
Other liabilities | | | 424 | |
Total liabilities | | | 76,005 | |
Members’ equity | | | 85,013 | |
Total liabilities and members' equity | | | $ | 161,018 | |
| | | | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | Three months ended June 30, | | | | Nine months ended June 30, | | |
| 2019 | | 2019 | | | | 2019 | | |
Selected Statement of Operations Information: | | | | | | | | | |
Interest income | $ | 2,800 | | | $ | 3,217 | | | | | $ | 10,392 | | | |
Fee income | — | | | — | | | | | 9 | | | |
Total investment income | 2,800 | | | 3,217 | | | | | 10,401 | | | |
Interest and other debt financing expense | 634 | | | 980 | | | | | 3,300 | | | |
Administrative service fee | 61 | | | 65 | | | | | 209 | | | |
| | | | | | | | | |
Other expenses | (15) | | | 23 | | | | | 72 | | | |
Total expenses | 680 | | | 1,068 | | | | | 3,581 | | | |
Net investment income | 2,120 | | | 2,149 | | | | | 6,820 | | | |
Net realized gain (loss) on investments | — | | | — | | | | | (1,315) | | | |
Net change in unrealized appreciation (depreciation) on investments | (1,603) | | | (2,149) | | | | | (4,153) | | | |
Net increase (decrease) in members' equity | $ | 517 | | | $ | — | | | | | $ | 1,352 | | | |
GCIC Senior Loan Fund LLC:
Effective January 1, 2020, the Company purchased the remaining equity interests in GCIC SLF from Aurora and consolidated GCIC SLF's assets and liabilities into the Company's financial statements and notes. Following the acquisition of GCIC SLF in the Merger, the Company co-invested with Aurora, a wholly-owned subsidiary of RGA Reinsurance Company, in senior secured loans through GCIC SLF, an unconsolidated Delaware LLC. The Company acquired the investment in GCIC SLF through its acquisition of GCIC on September 16, 2019. GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect of GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of each of the Company and Aurora (with unanimous approval required from (i) one representative of each of the Company and Aurora or (ii) both representatives of each of the Company and Aurora). GCIC SLF could have ceased making new investments upon notification of either member but operations would have continued until all investments were sold
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
or paid-off in the normal course of business. Investments held by GCIC SLF were measured at fair value by GCIC SLF using the same valuation methodologies as described in Note 6.
As of September 30, 2019, GCIC SLF was capitalized by LLC equity interest subscriptions from its members. As of September 30, 2019, the Company and Aurora owned 87.5% and 12.5%, respectively, of the LLC equity interests of GCIC SLF. GCIC SLF’s profits and losses were allocated to its members in accordance with their respective ownership interests.
As of September 30, 2019, GCIC SLF had the following commitments from its members (in the aggregate):
| | | | | | | | | | | | | | | | | |
| | | | | As of September 30, 2019 | | |
| | | | | Committed | | Funded(1) |
| | | | | | | |
LLC equity commitments | | | | | $ | 125,000 | | | $ | 55,264 | |
Total | | | | | $ | 125,000 | | | $ | 55,264 | |
(1)Funded LLC equity commitments are presented net of return of capital distributions subject to recall.
GCIC SLF entered into a senior secured revolving credit facility (as amended, the “GCIC SLF Credit Facility”) with Wells Fargo Bank, N.A. through its wholly-owned subsidiary, GCIC SLF II, which allowed GCIC SLF II, as of September 30, 2019, to borrow up to $59,559 at any one time outstanding, subject to leverage and borrowing base restrictions. The GCIC SLF Credit Facility bore interest at one-month LIBOR plus 2.05%. Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, the GCIC SLF Credit Facility.
As of September 30, 2019, GCIC SLF had total assets at fair value of $116,195. As of September 30, 2019, GCIC SLF did not have any investments on non-accrual status. The portfolio companies in GCIC SLF were in industries and geographies similar to those in which the Company invests directly. Additionally, as of September 30, 2019, GCIC SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $7,011.
Below is a summary of GCIC SLF’s portfolio, followed by a listing of the individual investments in GCIC SLF’s portfolio as of September 30, 2019:
| | | | | | | | | |
| | | |
| | | As of September 30, 2019 |
Senior secured loans (1) | | | $ | 112,864 | |
Weighted average current interest rate on senior secured loans (2) | | | 7.2 | % |
Number of borrowers in GCIC SLF | | | 28 | |
Largest portfolio company investment (1) | | | $ | 8,464 | |
Total of five largest portfolio company investments (1) | | | $ | 34,273 | |
(1)At principal amount.
(2)Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GCIC SLF Investment Portfolio as of September 30, 2019 | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) | | Fair Value(2) |
| 1A Smart Start LLC(3) | | Home and Office Furnishings, Housewares, and Durable Consumer | | Senior loan | | 02/2022 | | 6.5 | | % | $ | 1,910 | | | $ | 1,910 | |
| Boot Barn, Inc.(3) | | Retail Stores | | Senior loan | | 06/2023 | | 6.6 | | | 3,159 | | | 3,159 | |
| Brandmuscle, Inc.(3) | | Printing and Publishing | | Senior loan | | 12/2021 | | N/A(4) | | — | | | — | |
| Brandmuscle, Inc.(3) | | Printing and Publishing | | Senior loan | | 12/2021 | | 6.9 | | | 3,800 | | | 3,797 | |
| Captain D's, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 12/2023 | | 7.5 | | | 33 | | | 33 | |
| Captain D's, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 12/2023 | | 6.5 | | | 5,792 | | | 5,792 | |
| CLP Healthcare Services, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 7.4 | | | 2,007 | | | 2,007 | |
| CLP Healthcare Services, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 12/2020 | | 7.4 | | | 1,011 | | | 1,011 | |
| Community Veterinary Partners, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | N/A(4) | | — | | | — | |
| Community Veterinary Partners, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | | 2,053 | | | 2,053 | |
| Community Veterinary Partners, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | | 1,032 | | | 1,032 | |
| Community Veterinary Partners, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | | 40 | | | 40 | |
| Community Veterinary Partners, LLC(3) | | Personal, Food and Miscellaneous Services | | Senior loan | | 10/2021 | | 7.5 | | | 58 | | | 58 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.5 | | | 121 | | | 99 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.4 | | | 1,128 | | | 1,061 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.4 | | | 581 | | | 546 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.4 | | | 88 | | | 83 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.4 | | | 2,806 | | | 2,638 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.5 | | | 7 | | | 6 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.4 | | | 84 | | | 79 | |
| Elite Sportswear, L.P.(3) | | Retail Stores | | Senior loan | | 12/2021 | | 8.4 | | | 198 | | | 186 | |
| Flexan, LLC(3) | | Chemicals, Plastics and Rubber | | Senior loan | | 02/2020 | | 9.5 | | | 192 | | | 192 | |
| Flexan, LLC(3) | | Chemicals, Plastics and Rubber | | Senior loan | | 02/2020 | | 7.9 | | | 2,635 | | | 2,635 | |
| Flexan, LLC(3) | | Chemicals, Plastics and Rubber | | Senior loan | | 02/2020 | | 7.9 | | | 732 | | | 732 | |
| G & H Wire Company, Inc(3) | | Healthcare, Education and Childcare | | Senior loan | | 09/2023 | | 7.8 | | | 5,284 | | | 5,284 | |
| Gamma Technologies, LLC(3) | | Electronics | | Senior loan | | 06/2024 | | 7.3 | | | 4,334 | | | 4,334 | |
| III US Holdings, LLC(3) | | Diversified/Conglomerate Service | | Senior loan | | 09/2022 | | 8.1 | | | 4,253 | | | 4,253 | |
| Jensen Hughes, Inc.(3) | | Buildings and Real Estate | | Senior loan | | 03/2024 | | 6.6 | | | 1,958 | | | 1,958 | |
| Jensen Hughes, Inc.(3) | | Buildings and Real Estate | | Senior loan | | 03/2024 | | 6.6 | | | 102 | | | 102 | |
| Jensen Hughes, Inc.(3) | | Buildings and Real Estate | | Senior loan | | 03/2024 | | 6.6 | | | 54 | | | 54 | |
| Mediaocean LLC(3) | | Diversified/Conglomerate Service | | Senior loan | | 08/2020 | | N/A(4) | | — | | | — | |
| Mills Fleet Farm Group LLC(3) | | Retail Stores | | Senior loan | | 10/2024 | | 8.3 | | | 5,955 | | | 5,657 | |
| NBC Intermediate, LLC(3) | | Beverage, Food and Tobacco | | Senior loan | | 09/2023 | | N/A(4) | | — | | | — | |
| NBC Intermediate, LLC(3) | | Beverage, Food and Tobacco | | Senior loan | | 09/2023 | | 6.5 | | | 2,565 | | | 2,565 | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc(3) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2025 | | 6.0 | | | 4,913 | | | 4,913 | |
| Polk Acquisition Corp.(3) | | Automobile | | Senior loan | | 06/2022 | | 7.3 | | | 8,125 | | | 7,962 | |
| Polk Acquisition Corp.(3) | | Automobile | | Senior loan | | 06/2022 | | 7.3 | | | 60 | | | 58 | |
| Polk Acquisition Corp.(3) | | Automobile | | Senior loan | | 06/2022 | | 7.3 | | | 52 | | | 51 | |
| Pyramid Healthcare, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 9.2 | | | 68 | | | 68 | |
| Pyramid Healthcare, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 8.8 | | | 2,426 | | | 2,426 | |
| Pyramid Healthcare, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 8.8 | | | 147 | | | 147 | |
| Pyramid Healthcare, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 08/2020 | | 8.8 | | | 367 | | | 367 | |
| Reladyne, Inc.(3) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2022 | | 7.3 | | | 5,909 | | | 5,909 | |
| Reladyne, Inc.(3) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2022 | | 7.3 | | | 621 | | | 621 | |
| Reladyne, Inc.(3) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2022 | | 7.3 | | | 1,152 | | | 1,152 | |
| Reladyne, Inc.(3) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2022 | | 7.3 | | | 537 | | | 537 | |
| Reladyne, Inc.(3) | | Diversified/Conglomerate Manufacturing | | Senior loan | | 07/2022 | | 7.3 | | | 245 | | | 245 | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GCIC SLF Investment Portfolio as of September 30, 2019 | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) | | Fair Value(2) |
| RSC Acquisition, Inc.(3) | | Insurance | | Senior loan | | 11/2021 | | N/A(4) | % | $ | — | | | $ | — | |
| RSC Acquisition, Inc.(3) | | Insurance | | Senior loan | | 11/2022 | | 6.4 | | | 3,255 | | | 3,255 | |
| Rubio's Restaurants, Inc(3) | | Beverage, Food and Tobacco | | Senior loan | | 10/2019 | | 9.1 | | | 1,641 | | | 1,641 | |
| SEI, Inc.(3) | | Electronics | | Senior loan | | 07/2023 | | 6.8 | | | 4,154 | | | 4,154 | |
| SEI, Inc.(3) | | Electronics | | Senior loan | | 07/2023 | | N/A(4) | | — | | | — | |
| Self Esteem Brands, LLC(3) | | Leisure, Amusement, Motion Pictures, Entertainment | | Senior loan | | 02/2022 | | 6.3 | | | 5,445 | | | 5,445 | |
| Self Esteem Brands, LLC(3) | | Leisure, Amusement, Motion Pictures, Entertainment | | Senior loan | | 02/2022 | | 8.3 | | | 498 | | | 498 | |
| Summit Behavioral Healthcare, LLC(3) | | Healthcare, Education and Childcare | | Senior loan | | 10/2023 | | 6.9 | | | 100 | | | 94 | |
| Summit Behavioral Healthcare, LLC(3) | | Healthcare, Education and Childcare | | Senior loan | | 10/2023 | | 6.9 | | | 5,895 | | | 5,600 | |
| Summit Behavioral Healthcare, LLC(3) | | Healthcare, Education and Childcare | | Senior loan | | 10/2023 | | 6.9 | | | 290 | | | 276 | |
| Teasdale Quality Foods, Inc.(3) | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | | 1,009 | | | 908 | |
| Teasdale Quality Foods, Inc.(3) | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | | 137 | | | 123 | |
| Teasdale Quality Foods, Inc.(3) | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | | 51 | | | 46 | |
| Teasdale Quality Foods, Inc.(3) | | Grocery | | Senior loan | | 10/2020 | | 7.9 | | | 791 | | | 712 | |
| Upstream Intermediate, LLC(3) | | Healthcare, Education and Childcare | | Senior loan | | 01/2024 | | 6.0 | | | 3,532 | | | 3,532 | |
| WHCG Management, LLC(3) | | Healthcare, Education and Childcare | | Senior loan | | 03/2023 | | 8.1 | | | 2,158 | | | 2,158 | |
| WHCG Management, LLC(3) | | Healthcare, Education and Childcare | | Senior loan | | 03/2023 | | N/A(4) | | — | | | — | |
| WIRB-Copernicus Group, Inc.(3) | | Healthcare, Education and Childcare | | Senior loan | | 08/2022 | | 6.4 | | | 5,314 | | | 5,314 | |
| Total investments | | | | | | | | | | $ | 112,864 | | | $ | 111,568 | |
(1)Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash.
(2)Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.
(3)The Company also holds a portion of the first lien senior secured loan in this portfolio company.
(4)The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of September 30, 2019, the Company had committed to fund $109,375 of LLC equity interest subscriptions to GCIC SLF. As of September 30, 2019, $48,356 of the Company's LLC equity interest subscriptions to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $48,356 of the Company's LLC equity interest subscriptions to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. Prior to the Purchase Agreement, for the three months ended December 31, 2019, the Company earned $1,905 of dividend income from the LLC equity interest in GCIC SLF.
See below for certain summarized financial information for GCIC SLF as of September 30, 2019 and for the three months ended December 31, 2019:
| | | | | | | |
| | | As of September 30, 2019 |
Selected Balance Sheet Information: | | | |
Investments, at fair value | | | $ | 111,568 | |
Cash and other assets | | | 4,627 | |
| | | |
Total assets | | | $ | 116,195 | |
Senior credit facility | | | $ | 59,559 | |
| | | |
| | | |
Other liabilities | | | 341 | |
Total liabilities | | | 59,900 | |
Members’ equity | | | 56,295 | |
Total liabilities and members' equity | | | $ | 116,195 | |
| | | | | | | | | | | | | |
| Three months ended December 31, 2019 | | | | | | | | |
Selected Statement of Operations Information: | | | | | | | | | |
Interest income | $ | 2,081 | | | | | | | | | |
| | | | | | | | | |
Total investment income | 2,081 | | | | | | | | | |
Interest and other debt financing expenses | 512 | | | | | | | | | |
Administrative service fee | 45 | | | | | | | | | |
| | | | | | | | | |
Other expenses | (24) | | | | | | | | | |
Total expenses | 533 | | | | | | | | | |
Net investment income | 1,548 | | | | | | | | | |
| | | | | | | | | |
Net change in unrealized appreciation (depreciation) on investments | (108) | | | | | | | | | |
Net increase in members' equity | $ | 1,440 | | | | | | | | | |
Note 5. Forward Currency Contracts
The Company enters into forward currency contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company's investments denominated in foreign currencies.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The outstanding forward currency contracts as of June 30, 2020 and September 30, 2019 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
As of June 30, 2020 | | | | | | | | | | | | |
Counterparty | | Currency to be sold | | | Currency to be purchased | | | Settlement date | | Unrealized appreciation ($) | | Unrealized depreciation ($) |
Macquarie Bank Limited | | £ | 8,925 | | GBP | | $ | 11,219 | | USD | | 3/2/2023 | | $ | 113 | | | $ | — | |
Macquarie Bank Limited | | £ | 3,780 | | GBP | | $ | 4,804 | | USD | | 3/27/2023 | | 100 | | | — | |
Macquarie Bank Limited | | € | 6,760 | | EUR | | $ | 8,044 | | USD | | 4/28/2023 | | 248 | | | — | |
Macquarie Bank Limited | | € | 9,300 | | EUR | | $ | 10,861 | | USD | | 4/29/2022 | | 259 | | | — | |
| | | | | | | | | | $ | 720 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
As of September 30, 2019 | | | | | | | | | | | | |
Counterparty | | Currency to be sold | | | Currency to be purchased | | | Settlement date | | Unrealized appreciation ($) | | Unrealized depreciation ($) |
Macquarie Bank Limited | | £ | 8,925 | | GBP | | $ | 11,219 | | USD | | 3/2/2023 | | $ | — | | | $ | (114) | |
Macquarie Bank Limited | | £ | 3,780 | | GBP | | $ | 4,804 | | USD | | 3/27/2023 | | — | | | (1) | |
| | | | | | | | | | $ | — | | | $ | (115) | |
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) with its derivative counterparty, Macquarie Bank Limited (“Macquarie”). The ISDA Master Agreement is a bilateral agreement between the Company and Macquarie that governs over the counter (“OTC”) derivatives, including forward currency contracts, and contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from Macquarie, if any, is included in the Consolidated Statements of Financial Condition as cash collateral held at broker for forward currency contracts or cash collateral received from broker for forward currency contracts. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
The following table is intended to provide additional information about the effect of the forward currency contracts on the financial statements of the Company including: the fair value of derivatives by risk category, the location of those fair values on the Consolidated Statement of Financial Condition, and the Company’s gross and net amount of assets and liabilities available for offset under netting arrangements as well as any related collateral received or pledged by the Company as of June 30, 2020 and September 30, 2019.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2020 | | | | | | | | | | | | |
Counterparty | | Risk exposure category | | Unrealized appreciation on forward currency contracts | | Unrealized depreciation on forward currency contracts | | Net amounts presented in the Consolidated Statement of Financial Condition | | Collateral (Received) Pledged (1) | | Net Amount (2) |
Macquarie Bank Limited | | Foreign exchange | | $ | 720 | | | $ | — | | | $ | 720 | | | $ | — | | | $ | 720 | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of September 30, 2019 | | | | | | | | | | | | |
Counterparty | | Risk exposure category | | Unrealized appreciation on forward currency contracts | | Unrealized depreciation on forward currency contracts | | Net amounts presented in the Consolidated Statement of Financial Condition | | Collateral (Received) Pledged (1) | | Net Amount (2) |
Macquarie Bank Limited | | Foreign exchange | | $ | — | | | $ | (115) | | | $ | (115) | | | $ | 115 | | | $ | — | |
(1) In some instances, the actual collateral pledged may be more than the amount shown due to over collateralization.
(2)Represents the net amount due from/(to) counterparties in the event of default.
The impact of derivative transactions for the three and nine months ended June 30, 2020 on the Consolidated Statement of Operations, including realized and unrealized gains (losses) is summarized in the table below:
| | | | | | | | | | | | | |
Realized gain (loss) on forward currency contracts recognized in income | | | | | |
Risk exposure category | For the three months ended June 30, 2020 | | | | For the nine months ended June 30, 2020 |
Foreign exchange | $ | — | | | | | $ | — | |
| | | | | |
Change in unrealized appreciation (depreciation) on forward currency contracts recognized in income | | | | | |
Risk exposure category | For the three months ended June 30, 2020 | | | | For the nine months ended June 30, 2020 |
Foreign exchange | $ | (211) | | | | | $ | 835 | |
| | | | | |
The following table is a summary of the average outstanding daily volume for forward currency contracts for the three and nine months ended June 30, 2020:
| | | | | | | | | | | | | |
Average U.S. Dollar notional outstanding | For the three months ended June 30, 2020 | | | | For the nine months ended June 30, 2020 |
Forward currency contracts | $ | 34,928 | | | | | $ | 33,272 | |
Exclusion of the Investment Adviser from Commodity Pool Operator Definition
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause the Investment Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. On February 6, 2020, the Investment Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.
Note 6. Fair Value Measurements
The Company follows ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company assesses the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three and nine months ended June 30, 2020 and 2019. The following section describes the valuation techniques used by the Company to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by the Board, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of the Board to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of the Company’s valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. All investments as of June 30, 2020 and September 30, 2019, with the exception of money market funds included in cash, cash equivalents and restricted cash and cash equivalents (Level 1 investments), forward currency contracts (Level 2 investments) and investments measured at fair value using the NAV, were valued using Level 3 inputs.
When determining fair value of Level 3 debt and equity investments, the Company takes into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that affect the price at which similar investments are made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA can include pro forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Company will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Company uses a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, the Company bases its valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask prices represent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that are ultimately received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
The following tables present fair value measurements of the Company’s investments and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of June 30, 2020 and September 30, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
As of June 30, 2020 | | Fair Value Measurements Using | | | | | | |
Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets, at fair value: | | | | | | | | |
Debt investments(1) | | $ | — | | | $ | — | | | $ | 4,173,578 | | | $ | 4,173,578 | |
Equity investments(1) | | — | | | — | | | 76,792 | | | 76,792 | |
Money market funds(1)(2) | | 19,809 | | | — | | | — | | | 19,809 | |
Forward currency contracts | | — | | | 720 | | | — | | | 720 | |
Total assets, at fair value: | | $ | 19,809 | | | $ | 720 | | | $ | 4,250,370 | | | $ | 4,270,899 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
As of September 30, 2019 | | Fair Value Measurements Using | | | | | | |
Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets, at fair value: | | | | | | | | |
Debt investments(1) | | $ | — | | | $ | — | | | $ | 4,083,298 | | | $ | 4,083,298 | |
Equity investments(1) | | — | | | — | | | 85,990 | | | 85,990 | |
Money market funds(1)(2) | | 9,963 | | | — | | | — | | | 9,963 | |
Investment measured at NAV(3)(4) | | — | | | — | | | — | | | 123,644 | |
Total assets, at fair value: | | $ | 9,963 | | | $ | — | | | $ | 4,169,288 | | | $ | 4,302,895 | |
Liabilities at fair value: | | | | | | | | |
Forward currency contracts | | $ | — | | | $ | (115) | | | $ | — | | | $ | (115) | |
Total liabilities, at fair value: | | $ | — | | | $ | (115) | | | $ | — | | | $ | (115) | |
(1)Refer to the Consolidated Schedules of Investments for further details.
(2)Included in cash and cash equivalents, restricted cash and cash equivalents, foreign currencies and restricted foreign currencies on the Consolidated Statements of Financial Condition.
(3)Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Financial Condition.
(4)Represents the Company's investments in LLC equity interests in the SLFs. The fair value of these investments have been determined using the NAV of the Company’s ownership interest in members’ capital.
The net change in unrealized appreciation (depreciation) for the three and nine months ended June 30, 2020, reported within the net change in unrealized appreciation (depreciation) on investments in the Company's Consolidated Statements of Operations attributable to the Company's Level 3 assets held as of June 30, 2020 was $98,574 and $(152,478), respectively. The net change in unrealized appreciation (depreciation) for the three and nine months ended June 30, 2019, reported within the net change in unrealized appreciation (depreciation) on investments in the Company's Consolidated Statements of Operations attributable to the Company's Level 3 assets held as of June 30, 2019 was $1,732 and $2,667, respectively.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables present the changes in investments measured at fair value using Level 3 inputs for the nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | |
| For the nine months ended June 30, 2020 | | | | |
| Debt Investments | | Equity Investments | | Total Investments |
Fair value, beginning of period | $ | 4,083,298 | | | $ | 85,990 | | | $ | 4,169,288 | |
Net change in unrealized appreciation (depreciation) on investments | (117,261) | | | (12,097) | | | (129,358) | |
| | | | | |
Realized gain (loss) on investments | (12,010) | | | 1,938 | | | (10,072) | |
Funding of (proceeds from) revolving loans, net | 20,385 | | | — | | | 20,385 | |
Fundings of investments | 524,786 | | | 5,411 | | | 530,197 | |
PIK interest | 7,513 | | | — | | | 7,513 | |
Proceeds from principal payments and sales of portfolio investments | (521,395) | | | (7,828) | | | (529,223) | |
| | | | | |
| | | | | |
| | | | | |
Accretion of discounts and amortization of premiums | (19,429) | | | — | | | (19,429) | |
Transfers in (1) | 207,691 | | | 3,378 | | | 211,069 | |
Fair value, end of period | $ | 4,173,578 | | | $ | 76,792 | | | $ | 4,250,370 | |
| | | | | | | | | | | | | | | | | |
| For the nine months ended June 30, 2019 | | | | |
| Debt Investments | | Equity Investments | | Total Investments |
Fair value, beginning of period | $ | 1,671,051 | | | $ | 40,706 | | | $ | 1,711,757 | |
Net change in unrealized appreciation (depreciation) on investments | (6,004) | | | 5,612 | | | (392) | |
Realized gain (loss) on investments | (2,473) | | | (2,044) | | | (4,517) | |
Funding of (proceeds from) revolving loans, net | 2,264 | | | — | | | 2,264 | |
Fundings of investments | 448,538 | | | 6,214 | | | 454,752 | |
PIK interest | 1,811 | | | — | | | 1,811 | |
Proceeds from principal payments and sales of portfolio investments | (316,127) | | | (5,093) | | | (321,220) | |
Accretion of discounts and amortization of premiums | 6,624 | | | — | | | 6,624 | |
| | | | | |
Fair value, end of period | $ | 1,805,684 | | | $ | 45,395 | | | $ | 1,851,079 | |
(1) Transfers in represent debt and equity investments acquired in the Purchase Agreement.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of June 30, 2020 and September 30, 2019.
| | | | | | | | | | | | | | | | | | | | | | | |
Quantitative information about Level 3 Fair Value Measurements | | | | | | | |
| Fair value as of June 30, 2020 | | Valuation Techniques | | Unobservable Input | | Range (Weighted Average) (1) |
Assets: | | | | | | | |
Senior secured loans(2) | $ | 584,993 | | | Market rate approach | | Market interest rate | | 4.2% - 19.3% (7.0%) |
| | | Market comparable companies | | EBITDA multiples | | 5.0x - 19.0x (11.7x) |
| 6,261 | | | Market comparable | | Broker/dealer bids or quotes | | N/A |
One stop loans(3)(4) | $ | 3,479,600 | | | Market rate approach | | Market interest rate | | 1.5% - 36.5% (8.1%) |
| | | Market comparable companies | | EBITDA multiples | | 4.5x - 27.0x (13.4x) |
| | | | | Revenue multiples | | 1.5x - 10.0x (5.9x) |
| | | | | | | |
Subordinated debt and second lien loans(5) | $ | 20,978 | | | Market rate approach | | Market interest rate | | 7.5% - 19.5% (10.7%) |
| | | Market comparable companies | | EBITDA multiples | | 9.0x - 16.0x (12.8x) |
| | | | | Revenue multiples | | 4.5x - 7.5x (7.3x) |
Equity(6) | $ | 76,792 | | | Market comparable companies | | EBITDA multiples | | 4.5x - 24.0x (13.3x) |
| | | | | Revenue multiples | | 1.5x - 7.5x (4.3x) |
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)Excludes $13,198 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(3)Excludes $68,548 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(4)The Company valued $3,048,896 and $430,704 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(5)The Company valued $20,805 and $173 of subordinated debt and second lien loans using EBITDA and revenue multiples, respectively. All subordinated debt and second lien loans were also valued using the market rate approach.
(6)The Company valued $66,371 and $10,421 of equity investments using EBITDA and revenue multiples, respectively.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
Quantitative information about Level 3 Fair Value Measurements | | | | | | | |
| Fair value as of September 30, 2019 | | Valuation Techniques | | Unobservable Input | | Range (Weighted Average)(1) |
Assets: | | | | | | | |
Senior secured loans(2) | $ | 573,582 | | | Market rate approach | | Market interest rate | | 4.3% - 11.3% (6.7%) |
| | | Market comparable companies | | EBITDA multiples | | 7.0x - 24.0x (12.9x) |
| 9,901 | | | Market comparable | | Broker/dealer bids or quotes | | N/A |
| | | | | | | |
One stop loans(3)(4) | $ | 3,466,310 | | | Market rate approach | | Market interest rate | | 5.3% - 30.8% (8.2%) |
| | | Market comparable companies | | EBITDA multiples | | 5.0x - 28.5x (14.3x) |
| | | | | Revenue multiples | | 2.0x - 11.0x (5.9x) |
| | | | | | | |
Subordinated debt and second lien loans(5) | $ | 19,842 | | | Market rate approach | | Market interest rate | | 7.5% - 19.5% (11.1%) |
| | | Market comparable companies | | EBITDA multiples | | 8.5x - 17.5x (13.3x) |
| | | | | Revenue multiples | | 3.0x - 3.0x (3.0x) |
Equity(6)(7) | $ | 85,990 | | | Market comparable companies | | EBITDA multiples | | 5.0x - 28.5x (14.1x) |
| | | | | Revenue multiples | | 2.0x - 6.5x (4.0x) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)Excludes $5,857 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(3)Excludes $7,806 of non-accrual loans at fair value, which the Company valued using the market comparable companies approach.
(4)The Company valued $3,051,629 and $414,681 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(5)The Company valued $19,834 and $8 of subordinated debt and second lien loans using EBITDA and revenue multiples, respectively. All subordinated debt and second lien loans were also valued using the market rate approach.
(6)Excludes $123,644 of LLC equity interests in SLF at fair value, which the Company valued using the NAV.
(7)The Company valued $74,958 and $11,032 of equity investments using EBITDA and revenue multiples, respectively.
The above tables are not intended to be all-inclusive but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity investments are EBITDA multiples, revenue multiples and market interest rates. The Company uses EBITDA multiples and, to a lesser extent, revenue multiples on its debt and equity investments to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would have resulted in a significantly lower or higher fair value measurement. The Company uses market interest rates for loans to determine if the effective yield on a loan is commensurate with the market yields for that type of loan. If a loan’s effective yield was significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan may have been lower.
Other Financial Assets and Liabilities
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost, all assets and liabilities approximate fair value on the Consolidated Statements of Financial Condition due to their short maturity. Fair value of the Company’s debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following are the carrying values and fair values of the Company’s debt as of June 30, 2020 and September 30, 2019.
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2020 | | | | As of September 30, 2019 | | |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Debt | $ | 2,008,572 | | | $ | 1,984,892 | | | $ | 2,124,392 | | | $ | 2,125,683 | |
| | | | | | | |
Note 7. Borrowings
In accordance with the 1940 Act, with certain limited exceptions, prior to February 6, 2019, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. On February 5, 2019, the Company’s stockholders voted to approve the asset coverage requirement decrease to 150% from 200% in accordance with Section 61(a)(2) of the 1940 Act. Effective February 6, 2019, the reduced asset coverage requirement permits the Company to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. The Company currently intends to target a GAAP debt-to-equity ratio between 0.85 to 1.15x. On September 13, 2011, the Company received exemptive relief from the SEC allowing it to modify the asset coverage requirement to exclude the SBA debentures from its asset coverage calculation. As such, the Company’s ratio of total consolidated assets to outstanding indebtedness could be less than the applicable asset coverage requirement under the 1940 Act. This provides the Company with increased investment flexibility but also increases its risks related to leverage. As of June 30, 2020, the Company’s asset coverage for borrowed amounts was 235.8% (excluding the SBA debentures).
Debt Securitizations:
On June 5, 2014, the Company completed a $402,569 term debt securitization (“2014 Debt Securitization”). The notes (“2014 Notes”) offered in the 2014 Debt Securitization were issued by the 2014 Issuer and are secured by a diversified portfolio of senior secured and second lien loans held by the 2014 Issuer. The 2014 Debt Securitization initially consisted of $191,000 of Aaa/AAA Class A-1 2014 Notes, $20,000 of Aaa/AAA Class A-2 2014 Notes and $35,000 of Aa2/AA Class B 2014 Notes. In partial consideration for the loans transferred to the 2014 Issuer as part of the 2014 Debt Securitization, the Company received and retained $37,500 of Class C 2014 Notes and $119,069 of LLC equity interests in the 2014 Issuer. On March 23, 2018, the Company and the 2014 Issuer amended the 2014 Debt Securitization to, among other things, (a) refinance the issued Class A-1 2014 Notes by redeeming in full the $191,000 of Class A-1 2014 Notes and issuing new Class A-1-R 2014 Notes in an aggregate principal amount of $191,000 that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.75% of the previously outstanding Class A-1 2014 Notes, (b) refinance the Class A-2 2014 Notes by redeeming in full the $20,000 of Class A-2 2014 Notes and issuing new Class A-2-R 2014 Notes in an aggregate principal amount of $20,000 that bear interest at a rate of three-month LIBOR plus 0.95%, which is a decrease from the rate of three-month LIBOR plus 1.95% of the previously outstanding Class A-2 2014 Notes, (c) refinance the Class B 2014 Notes by redeeming in full the $35,000 of Class B 2014 Notes and issuing new Class B-R 2014 Notes in an aggregate principal amount of $35,000 that bear interest at a rate of three-month LIBOR plus 1.40%, which is a decrease from the rate of three-month LIBOR plus 2.50% of the previously outstanding Class B 2014 Notes, (d) refinance the Class C 2014 Notes by redeeming in full the $37,500 of Class C 2014 Notes and issuing new Class C-R 2014 Notes in an aggregate principal amount of $37,500 that bear interest at a rate of three-month LIBOR plus 1.55%, which is a decrease from the rate of three-month LIBOR plus 3.50% of the previously outstanding Class C 2014 Notes. The Class C-R 2014 Notes were retained by the Company, and the Company remains the sole owner of the equity of the 2014 Issuer. The Class A-1-R, Class A-2-R and Class B-R 2014 Notes are included in the June 30, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as debt of the Company and the Class C-R 2014 Notes and LLC equity interests were eliminated in consolidation.
Through April 28, 2018, all principal collections received on the underlying collateral could have been used by the 2014 Issuer to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the 2014 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2014 Debt Securitization. For the three and nine months ended June 30, 2020, the Company had repayments on the 2014 Notes of $21,920 and $45,807, respectively. For the three and nine months ended June 30, 2019, the Company had repayments on the 2014 Notes of $24,720 and $42,760, respectively. The 2014 Notes are scheduled to mature on April 25, 2026.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of June 30, 2020 and September 30, 2019, there were 58 and 68 portfolio companies with a total fair value of $220,719 and $275,727, respectively, securing the 2014 Notes. The pool of loans in the 2014 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2014 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of June 30, 2020 based on the last interest rate reset was 1.0%. For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the 2014 Debt Securitization were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | |
| 2020 | | 2019 | | | | 2020 | | 2019 |
Stated interest expense | $ | 525 | | | $ | 1,501 | | | | | $ | 2,288 | | | $ | 4,899 | |
Amortization of debt issuance costs | — | | | — | | | | | — | | | 110 | |
Total interest and other debt financing expenses | $ | 525 | | | $ | 1,501 | | | | | $ | 2,288 | | | $ | 5,009 | |
Cash paid for interest expense | $ | 750 | | | $ | 1,709 | | | | | $ | 2,777 | | | $ | 5,109 | |
Annualized average stated interest rate | 2.4 | % | | 3.7 | % | | | | 2.9 | % | | 3.7 | % |
Average outstanding balance | $ | 86,790 | | | $ | 161,242 | | | | | $ | 105,288 | | | $ | 178,184 | |
As of June 30, 2020, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A-1-R, A-2-R and B-R 2014 Notes are as follows:
| | | | | | | | | | | | | | | | | | | | |
Description | | Class A-1-R 2014 Notes | | Class A-2-R 2014 Notes | | Class B-R 2014 Notes |
Type | | Senior Secured Floating Rate | | Senior Secured Floating Rate | | Senior Secured Floating Rate |
Amount Outstanding | | $41,212 | | $4,315 | | $35,000 |
Moody’s Rating | | "Aaa" | | "Aaa" | | "Aaa" |
S&P Rating | | "AAA" | | "AAA" | | "AA+" |
Interest Rate | | LIBOR + 0.95% | | LIBOR + 0.95% | | LIBOR + 1.40% |
On November 16, 2018, the Company completed a $602.4 million term debt securitization (the “2018 Debt Securitization”). The notes offered in the 2018 Debt Securitization (the “2018 Notes”) were issued by the 2018 Issuer, a subsidiary of 2018 CLO Depositor, and are backed by a diversified portfolio of senior secured and second lien loans. The transaction was executed through a private placement of approximately $327.0 million of AAA/AAA Class A 2018 Notes, which bear interest at the three-month LIBOR plus 1.48%; $61.2 million of AA Class B 2018 Notes, which bear interest at the three-month LIBOR plus 2.10%; $20.0 million of A Class C-1 2018 Notes, which bear interest at the three-month LIBOR plus 2.80%; $38.8 million of A Class C-2 2018 Notes, which bear interest at the three-month LIBOR plus 2.65%; $42.0 million of BBB- Class D 2018 Notes, which bear interest at the three-month LIBOR plus 2.95%; and $113.4 million of Subordinated 2018 Notes which do not bear interest. The Company indirectly retained all of the Class C-2, Class D and Subordinated 2018 Notes. Through January 20, 2023, the 2018 Issuer is permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the 2018 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2018 Debt Securitization. The 2018 Notes are scheduled to mature on January 20, 2031. The Class A, Class B and Class C-1 2018 Notes are included in the June 30, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as debt of the Company. As of June 30, 2020 and September 30, 2019, the Class C-2, Class D and Subordinated 2018 Notes were eliminated in consolidation.
As of June 30, 2020 and September 30, 2019, there were 93 and 101 portfolio companies, respectively, with a total fair value of $571,621 and $592,462, respectively, securing the 2018 Notes. The pool of loans in the 2018 Debt
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2018 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of June 30, 2020 based on the last interest rate reset was 1.1%. For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the 2018 Debt Securitization were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | |
| 2020 | | 2019 | | | | 2020 | | 2019 |
Stated interest expense | $ | 3,008 | | | $ | 4,408 | | | | | $ | 10,438 | | | $ | 10,986 | |
Amortization of debt issuance costs | 104 | | | 105 | | | | | 315 | | | 262 | |
Total interest and other debt financing expenses | $ | 3,112 | | | $ | 4,513 | | | | | $ | 10,753 | | | $ | 11,248 | |
Cash paid for interest expense | $ | 3,528 | | | $ | 7,629 | | | | | $ | 11,327 | | | $ | 7,629 | |
Annualized average stated interest rate | 3.0 | % | | 4.3 | % | | | | 3.4 | % | | 4.3 | % |
Average outstanding balance | $ | 408,200 | | | $ | 408,200 | | | | | $ | 408,200 | | | $ | 339,419 | |
As of June 30, 2020, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A, B and C-1 2018 Notes are as follows:
| | | | | | | | | | | | | | | | | | | | |
Description | | Class A 2018 Notes | | Class B 2018 Notes | | Class C-1 2018 Notes |
Type | | Senior Secured Floating Rate | | Senior Secured Floating Rate | | Senior Secured Floating Rate |
Amount Outstanding | | $327,000 | | $61,200 | | $20,000 |
Fitch Rating | | "AAA" | | "NR" | | "NR" |
S&P Rating | | "AAA" | | "AA" | | "A" |
Interest Rate | | LIBOR + 1.48% | | LIBOR + 2.10% | | LIBOR + 2.80% |
Effective September 16, 2019, the Company assumed, as a result of the Merger, a $908,195 term debt securitization (the “GCIC 2018 Debt Securitization”). The GCIC 2018 Debt Securitization was originally completed on December 13, 2018. The notes offered in the GCIC 2018 Debt Securitization (the “GCIC 2018 Notes”) were issued by the GCIC 2018 Issuer, a subsidiary of GCIC 2018 CLO Depositor, and are secured by a diversified portfolio of senior secured and second lien loans. The GCIC 2018 Debt Securitization consists of $490,000 of AAA/AAA Class A-1 GCIC 2018 Notes, $38,500 of AAA Class A-2 GCIC 2018 Notes, and $18,000 of AA Class B-1 GCIC 2018 Notes. In partial consideration for the loans transferred to the GCIC 2018 Issuer as part of the GCIC 2018 Debt Securitization, the GCIC 2018 CLO Depositor received and retained $27,000 of Class B-2 GCIC 2018 Notes, $95,000 of Class C GCIC 2018 Notes and $60,000 of Class D GCIC 2018 Notes and $179,695 of Subordinated GCIC 2018 Notes. The Class A-1, Class A-2 and Class B-1 GCIC 2018 Notes are included in the June 30, 2020 and September 30, 2019 Consolidated Statement of Financial Condition as debt of the Company. As of June 30, 2020 and September 30, 2019, the Class B-2, Class C and Class D GCIC 2018 Notes and the Subordinated GCIC 2018 Notes were eliminated in consolidation.
Through January 20, 2023, the GCIC 2018 Issuer is permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the GCIC 2018 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the GCIC 2018 Debt Securitization. The GCIC 2018 Notes are scheduled to mature on January 20, 2031, and the Subordinated GCIC 2018 Notes are scheduled to mature on December 13, 2118.
Two loan sale agreements govern the GCIC 2018 Debt Securitization. One of the loan sale agreements provided for the sale of assets upon the closing of the GCIC 2018 Debt Securitization to satisfy risk retention requirements. Under the terms of the other loan sale agreement governing the GCIC 2018 Debt Securitization, the Company
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
agreed to directly or indirectly through the GCIC 2018 CLO Depositor sell or contribute certain senior secured and second lien loans (or participation interests therein) to the GCIC 2018 Issuer.
As of June 30, 2020 and September 30, 2019, there were 113 and 115 portfolio companies, respectively, with a total fair value of $867,814 and $893,003, respectively securing the GCIC 2018 Notes. The pool of loans in the GCIC 2018 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the GCIC 2018 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of June 30, 2020 based on the last interest rate reset was 1.1%. For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the GCIC 2018 Debt Securitization were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | | | 2020 | | 2019 | |
Stated interest expense | $ | 4,031 | | | $ | — | | | | | $ | 13,854 | | | $ | — | | |
Accretion of discounts on notes issued | 446 | | | — | | | | | 903 | | | — | | |
Total interest and other debt financing expenses | $ | 4,477 | | | $ | — | | | | | $ | 14,757 | | | $ | — | | |
Cash paid for interest expense | 4,674 | | | $ | — | | | | | 14,941 | | | — | | |
Annualized average stated interest rate | 3.0 | % | | N/A | | | | 3.4 | % | | N/A | |
Average outstanding balance | $ | 546,500 | | | $ | — | | | | | $ | 546,500 | | | $ | — | | |
| | | | | | | | | | |
As of June 30, 2020, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR, as applicable) of the Class A-1 GCIC 2018 Notes, Class A-2 GCIC 2018 Notes, and Class B-1 GCIC 2018 Notes were as follows:
| | | | | | | | | | | | | | | | | | | | |
Description | | Class A-1 GCIC 2018 Notes | | Class A-2 GCIC 2018 Notes | | Class B-1 GCIC 2018 Notes |
Type | | Senior Secured Floating Rate | | Senior Secured Fixed Rate | | Senior Secured Floating Rate |
Amount Outstanding | | $490,000 | | $38,500 | | $18,000 |
Fitch’s Rating | | "AAA" | | "NR" | | "NR" |
S&P Rating | | "AAA" | | "AAA" | | "AA" |
Interest Rate | | LIBOR + 1.48% | | 4.67% | | LIBOR + 2.25% |
The Investment Adviser serves as collateral manager to the 2014 Issuer, 2018 Issuer and GCIC 2018 Issuer under separate collateral management agreements and receives a fee for providing these services. The total fees payable by the Company under the Investment Advisory Agreement and Prior Investment Advisory Agreement, as applicable, are reduced by an amount equal to the total aggregate fees paid to the Investment Adviser by the 2014 Issuer, the 2018 Issuer and the GCIC 2018 Issuer for rendering such collateral management services.
As part of each of the 2014 Debt Securitization, the 2018 Debt Securitization and the GCIC 2018 Debt Securitization, GBDC entered into, or assumed in the Merger, master loan sale agreements under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the 2014 Issuer, the 2018 Issuer and the GCIC 2018 Issuer, as applicable, and to purchase or otherwise acquire the LLC equity interests in the 2014 Issuer, the Subordinated 2018 Notes and the GCIC Subordinated 2018 Notes, as applicable. As of June 30, 2020, the 2014 Notes, the 2018 Notes and GCIC 2018 Notes (other than the Subordinated 2018 Notes and the GCIC Subordinated 2018 Notes) were the secured obligations of the 2014 Issuer, 2018 Issuer, and GCIC 2018 Issuer, respectively, and indentures governing each of the 2014 Notes, the 2018 Notes, and GCIC 2018 Notes include customary covenants and events of default.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
SBA Debentures: On August 24, 2010, SBIC IV received approval for a license from the SBA to operate as an SBIC. On December 5, 2012, SBIC V received a license from the SBA to operate as an SBIC. On January 10, 2017, SBIC VI received a license from the SBA to operate as an SBIC. SBICs are subject to a variety of regulations and oversight by the SBA concerning the size and nature of the companies in which they invest as well as the structures of those investments.
The licenses allow the SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to GBDC, have interest payable semiannually and a ten-year maturity. The interest rate is fixed at the time of issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities.
Under present SBIC regulations, the maximum amount of SBA-guaranteed debentures issued by multiple licensees under common management is $350,000 and the maximum amount issued by a single SBIC licensee is $175,000. As of June 30, 2020, SBIC IV, SBIC V and SBIC VI had $69,700, $151,750 and $66,000, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and March 2030. As of September 30, 2019, SBIC IV, SBIC V and SBIC VI had $90,000, $165,000 and $32,000, respectively, of outstanding SBA-guaranteed debentures that mature between March 2022 and March 2030. The original amount of debentures committed to SBIC IV and SBIC V by the SBA were $150,000 and $175,000, respectively. Through June 30, 2020, SBIC IV and SBIC V have repaid $80,300 and $23,250 of outstanding debentures, respectively, and these commitments have effectively been terminated. As of June 30, 2020 and September 30, 2019, SBIC VI had $29,000 and $18,000, respectively, of undrawn debenture commitments, of which $29,000 and $18,000, respectively, were available to be drawn, subject to SBA regulatory requirements.
The interest rate on the outstanding debentures as of June 30, 2020 is fixed at an average annualized interest rate of 3.1%. For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the SBA debentures were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | |
| 2020 | | 2019 | | | | 2020 | | 2019 |
Stated interest expense | $ | 2,208 | | | $ | 2,424 | | | | | $ | 7,026 | | | $ | 7,171 | |
Amortization of debt issuance costs | 314 | | | 216 | | | | | 904 | | | 648 | |
Total interest and other debt financing expenses | $ | 2,522 | | | $ | 2,640 | | | | | $ | 7,930 | | | $ | 7,819 | |
Cash paid for interest expense | $ | — | | | $ | — | | | | | $ | 4,826 | | | $ | 4,711 | |
Annualized average stated interest rate | 3.1 | % | | 3.4 | % | | | | 3.2 | % | | 3.4 | % |
Average outstanding balance | $ | 287,450 | | | $ | 287,549 | | | | | $ | 297,157 | | | $ | 283,703 | |
Revolving Credit Facilities: On July 21, 2011, Funding entered into a senior secured revolving credit facility (as amended, the “Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent and lender. On February 4, 2019, the Credit Facility was repaid in full and subsequently terminated. Prior to termination, the Credit Facility allowed Funding to borrow up to $170,000 at any one time outstanding, subject to leverage and borrowing base restrictions. The Credit Facility bore interest at one-month LIBOR plus 2.15%. In addition to the stated interest rate on the Credit Facility, the Company was required to pay a non-usage fee at a rate between 0.50% and 1.75% per annum depending on the size of the unused portion of the Credit Facility.
As of June 30, 2020 and September 30, 2019, the Company had no outstanding debt under the Credit Facility. For the three and nine months ended June 30, 2019, the Company had borrowings on the Credit Facility of $0 and $274,522, respectively, and repayments on the Credit Facility of $0 and $410,547, respectively.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the Credit Facility were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | | For the nine months ended June 30, | | |
| 2020 | | 2019 | | | | | 2020 | | 2019 |
Stated interest expense | $ | — | | | $ | — | | | | | | $ | — | | | $ | 1,455 | |
Facility fees | — | | | — | | | | | | — | | | 189 | |
Amortization of debt issuance costs | — | | | — | | | | | | — | | | 156 | |
Total interest and other debt financing expenses | $ | — | | | $ | — | | | | | | $ | — | | | $ | 1,800 | |
Cash paid for interest expense and facility fees | $ | — | | | $ | — | | | | | | $ | — | | | $ | 2,033 | |
Annualized average stated interest rate | N/A | | N/A | | | | | N/A | | 4.5 | % |
Average outstanding balance | $ | — | | | $ | — | | | | | | $ | — | | | $ | 42,788 | |
On July 20, 2018, the 2010 Issuer entered into a credit facility (as amended, the “MS Credit Facility”) with Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent, and U.S. Bank National Association, as collateral agent for the administrative agent and the lenders. On November 1, 2018, the 2010 Issuer amended the MS Credit Facility to, among other things, increase the size of the MS Credit Facility from $300,000 to $450,000. The other material terms of the MS Credit Facility were unchanged. On November 16, 2018, a portion of the proceeds from the private placement of the 2018 Notes, net of expenses, was used to repay all amounts outstanding under the MS Credit Facility, following which the agreements governing the MS Credit Facility were terminated. The MS Credit Facility bore interest at a rate equal to one-month LIBOR plus 1.90% and was scheduled to mature on March 20, 2019.
The MS Credit Facility was secured by all of the assets held by the 2010 Issuer. Pursuant to a collateral management agreement, the Investment Adviser had agreed to perform certain duties with respect to the purchase and management of the assets securing the MS Credit Facility. The Investment Adviser was not paid a fee for such services under the collateral management agreement, but was reimbursed for expenses incurred in the performance of such obligations other than any ordinary overhead expenses, which were not reimbursed.
As of June 30, 2020 and September 30, 2019, the Company had no outstanding debt under the MS Credit Facility. For the three and nine months ended June 30, 2019, the Company had borrowings on the MS Credit Facility of $0 and $147,100, respectively, and repayments on the MS Credit Facility of $0 and $381,800, respectively.
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the MS Credit Facility were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | | | 2020 | | 2019 | |
Stated interest expense | $ | — | | | $ | — | | | | | $ | — | | | $ | 1,453 | | |
Amortization of debt issuance costs | — | | | — | | | | | — | | | 190 | | |
Total interest and other debt financing expenses | $ | — | | | $ | — | | | | | $ | — | | | $ | 1,643 | | |
Cash paid for interest expense and facility fees | $ | — | | | $ | — | | | | | $ | — | | | $ | 3,174 | | |
Annualized average stated interest rate | N/A | | N/A | | | | N/A | | 4.2 | % | |
Average outstanding balance | $ | — | | | $ | — | | | | | $ | — | | | $ | 45,717 | | |
| | | | | | | | | | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
On February 1, 2019, Funding II entered into a credit facility as amended, (the “MS Credit Facility II”) with Morgan Stanley, as the administrative agent, each of the lenders from time to time party thereto, each of the securitization subsidiaries from time to time party thereto, and Wells Fargo Bank, N.A., as collateral agent, account bank and collateral custodian. On September 6, 2019, the Company entered into an amendment to the MS Credit Facility II to increase borrowing capacity to $300,000. On October 11, 2019, the Company entered into an amendment to increase the borrowing capacity under the MS Credit Facility II from $300,000 to $500,000 until the earlier of (i) the closing date of a debt securitization transaction mutually agreed to by the Company and Morgan Stanley or (ii) March 31, 2020 after which the borrowing capacity under the MS Credit Facility II will revert to $200,000. On March 20, 2020, the Company entered into an amendment that changed the date under which the borrowing capacity reverts from $500,000 to $200,000 to June 30, 2020 from March 31, 2020. On June 18, 2020, the Company entered into an amendment that increased the borrowing capacity through the full term of the MS Credit Facility II from $200,000 to $400,000. As of June 30, 2020, the MS Credit Facility II allows Funding II to borrow up to $400,000 at any one time outstanding, subject to leverage and borrowing base restrictions.
The period from February 1, 2019 until February 1, 2021 is referred to as the revolving period and during such revolving period, Funding II may request drawdowns under the MS Credit Facility II. Prior to June 18, 2020, borrowings under the MS Credit Facility II bore interest at the applicable base rate plus 2.05%. Effective June 18, 2020, during the Revolving Period, the MS Credit Facility II bears interest at the applicable base rate plus 2.45%. Following expiration of the revolving period, the interest rate on borrowings under the MS Credit Facility II will reset to the applicable base rate plus 2.95% for the remaining term of the MS Credit Facility II. The revolving period will continue through February 1, 2021 unless there is an earlier termination or event of default. The base rate under the MS Credit Facility II is (i) the one-month LIBOR with respect to any advances denominated in U.S. dollars or U.K. pound sterling, (ii) the one-month EURIBOR with respect to any advances denominated in euros, and (iii) the one-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars. The scheduled maturity date of the MS Credit Facility II is February 1, 2024.
The MS Credit Facility II is secured by all of the assets held by Funding II. Both the Company and Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings under the MS Credit Facility II will be subject to the leverage restrictions contained in the 1940 Act.
As of June 30, 2020 and September 30, 2019, the Company had outstanding debt under the MS Credit Facility II of $325,831 and $259,946, respectively. For the three and nine months ended June 30, 2020, the Company had borrowings on the MS Credit Facility II of $7,000 and $210,543, respectively, and repayments on the MS Credit Facility II of $90,400 and $144,931, respectively. For the three and nine months ended June 30, 2019, the Company had borrowings on the MS Credit Facility II of $117,350 and $348,613, respectively, and repayments on the MS Credit Facility II of $109,428 and $164,078, respectively.
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the MS Credit Facility II were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | | | | 2020 | | | 2019 |
Stated interest expense | $ | 2,258 | | | $ | 1,991 | | | | | | $ | 8,992 | | | | $ | 3,179 | |
Facility fees | 163 | | | 38 | | | | | | 425 | | | | 64 | |
Amortization of debt issuance costs | 1,121 | | | 140 | | | | | | 1,624 | | | | 231 | |
Total interest and other debt financing expenses | $ | 3,542 | | | $ | 2,169 | | | | | | $ | 11,041 | | | | $ | 3,474 | |
Cash paid for interest expense and facility fees | $ | 3,529 | | | $ | 1,421 | | | | | | $ | 9,233 | | | | $ | 1,421 | |
Annualized average stated interest rate | 2.5 | % | | 4.4 | % | | | | | 3.3 | % | | | 4.4 | % |
Average outstanding balance | $ | 360,198 | | | $ | 181,512 | | | | | | $ | 367,662 | | | | $ | 95,814 | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Effective September 16, 2019, the Company assumed, as a result of the Merger, a senior secured revolving credit facility (as amended, the “WF Credit Facility”) with GCIC Funding as the borrower and with Wells Fargo Bank, N.A. as the swingline lender, collateral agent, account bank, collateral custodian and administrative agent which, as of June 30, 2020, allowed GCIC Funding to borrow up to $300,000 at any one time outstanding, subject to leverage and borrowing base restrictions. The WF Credit Facility bears interest at one-month LIBOR plus 2.00%. The reinvestment period of the WF Credit Facility expires on March 20, 2021 and the WF Credit Facility matures on March 21, 2024. The Company is required to pay a non-usage fee rate between 0.50% and 1.75% per annum depending on the size of the unused portion of the WF Credit Facility.
The WF Credit Facility is collateralized by all of the assets held by GCIC Funding, and GBDC has pledged its interests in GCIC Funding as collateral to Wells Fargo Bank, N.A., as the collateral agent, to secure the obligations of GBDC as the transferor and servicer under the WF Credit Facility. Both GBDC and GCIC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the asset coverage requirements contained in the 1940 Act.
The Company may transfer certain loans and debt securities it originated or acquired from time to time to GCIC Funding through a purchase and sale agreement and caused GCIC Funding to originate or acquire loans, consistent with the Company’s investment objectives.
As of June 30, 2020 and September 30, 2019, the Company had outstanding debt under the WF Credit Facility of $214,358 and $253,847, respectively. As a result of the Merger, the Company assumed $255,861 of debt under the WF Credit Facility. For the three and nine months ended June 30, 2020, the Company had borrowings on the WF Credit Facility of $40,300 and $307,281, respectively, and repayments on the WF Credit Facility of $105,150 and $346,850, respectively. For the three and nine months ended June 30, 2019, the Company had no borrowings and repayments on the WF Credit Facility.
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the WF Credit Facility were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | For the nine months ended June 30, | | | | | | |
| 2020 | | 2019 | | 2020 | | 2019 | | | | |
Stated interest expense | $ | 1,427 | | | $ | — | | | 5,749 | | | $ | — | | | | | |
Facility fees | 81 | | | | | 243 | | | — | | | | | |
Amortization of debt issuance costs | — | | | — | | | — | | | — | | | | | |
Total interest and other debt financing expenses | $ | 1,508 | | | $ | — | | | $ | 5,992 | | | $ | — | | | | | |
Cash paid for interest expense | $ | 1,672 | | | $ | — | | | $ | 6,258 | | | $ | — | | | | | |
Annualized average stated interest rate | 2.4 | % | | N/A | | 3.2 | % | | N/A | | | | |
Average outstanding balance | $ | 236,364 | | | $ | — | | | $ | 237,981 | | | $ | — | | | | | |
Effective September 16, 2019, the Company assumed as a result of the Merger a senior secured revolving credit facility (as amended, the “DB Credit Facility”) with GCIC Funding II as the borrower and with Deutsche Bank AG, New York branch, as facility agent, the other agents parties thereto, each of the entities from time to time party thereto as securitization subsidiaries and Wells Fargo Bank, National Association, as collateral agent and as collateral custodian, which as of June 30, 2020 allowed GCIC Funding II to borrow up to $250,000 at any one time outstanding, subject to leverage and borrowing base restrictions.
As of June 30, 2020, the DB Credit Facility bears interest at the applicable base rate plus 1.90% per annum. The base rate under the DB Credit Facility is (i) the three-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars, (ii) the three-month EURIBOR Interbank Offered Rate with respect to
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
any advances denominated in Euros, (iii) the three-month Bank Bill Swap Rate with respect to any advances denominated in Australian dollars and (iv) the three-month LIBOR with respect to any other advances. A non-usage fee of 0.25% per annum is payable on the undrawn amount under the DB Credit Facility, and an additional fee based on unfunded commitments of the lenders may be payable if borrowings under the DB Credit Facility do not exceed a minimum utilization percentage threshold. In addition, a syndication/agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day. The reinvestment period of the DB Credit Facility expires on December 31, 2021 and the DB Credit Facility matures on December 31, 2024.
The DB Credit Facility is secured by all of the assets held by GCIC Funding II. GCIC Funding II has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of the Company, including under the DB Credit Facility, are subject to the leverage restrictions contained in the 1940 Act.
The Company transfers certain loans and debt securities it has originated or acquired from time to time to GCIC Funding II through a purchase and sale agreement and causes GCIC Funding II to originate or acquire loans, consistent with the Company’s investment objectives.
As of June 30, 2020 and September 30, 2019, the Company had outstanding debt under the DB Credit Facility of $150,280 and $248,042, respectively. As a result of the Merger, the Company assumed $248,042 of debt under the DB Credit Facility. For the three and nine months ended June 30, 2020, the Company had borrowings on the DB Credit Facility of $0 and $68,200, respectively, and repayments on the DB Credit Facility of $96,950 and $166,250, respectively. For the three and nine months ended June 30, 2019, the Company had no borrowings and repayments on the DB Credit Facility.
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, annualized average interest rates and average outstanding balances for the DB Credit Facility were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | | | 2020 | | 2019 | |
Stated interest expense | $ | 1,285 | | | $ | — | | | | | $ | 5,729 | | | $ | — | | |
Facility fees | 190 | | | | | | | 363 | | | — | | |
| | | | | | | | | | |
Total interest and other debt financing expenses | $ | 1,475 | | | $ | — | | | | | $ | 6,092 | | | $ | — | | |
Cash paid for interest expense | $ | 1,873 | | | $ | — | | | | | $ | 6,791 | | | $ | — | | |
Annualized average stated interest rate | 2.6 | % | | N/A | | | | 3.4 | % | | N/A | |
Average outstanding balance | $ | 199,553 | | | $ | — | | | | | $ | 223,937 | | | $ | — | | |
Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, SLF Credit Facility. On June 29, 2020, the SLF Credit Facility was repaid in full and subsequently terminated. Prior to the facility's termination, the reinvestment period of the SLF Credit Facility expired on August 29, 2018 and the maximum commitment was equal to advances outstanding due to leverage and borrowing base restrictions. The stated maturity date of the SLF Credit Facility was August 30, 2022. The SLF Credit Facility bore interest at one-month LIBOR plus 2.05%, depending on the composition of the collateral asset portfolio. In addition, the SLF Credit Facility was collateralized by all of the assets held by SLF II, and SLF had committed to provide a minimum of $12,500 of unencumbered liquidity. SLF had made customary representations and warranties and was required to comply with various covenants and reporting requirements.
There was no outstanding balance under the SLF II Credit Facility as of June 30, 2020. For the three and nine months ended June 30, 2020, SLF II had borrowings on the SLF Credit Facility of $0 and $0, respectively, and SLF II had repayments on the SLF Credit Facility totaling $29,543 and $52,252, respectively.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the SLF Credit Facility were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | | | 2020 | | 2019 | |
Stated interest expense | $ | 159 | | | $ | — | | | | | $ | 445 | | | $ | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Cash paid for interest expense | 219 | | | — | | | | | 445 | | | — | | |
Annualized average stated interest rate | 2.5 | % | | — | % | | | | 3.1 | % | | — | | |
Average outstanding balance | $ | 26,037 | | | $ | — | | | | | $ | 19,424 | | | $ | — | | |
Effective January 1, 2020, the Company assumed, as a result of the Purchase Agreement, the GCIC SLF Credit Facility. On June 29, 2020, the GCIC SLF Credit Facility was repaid in full and subsequently terminated. Prior to the facility's termination, the reinvestment period of the GCIC SLF Credit Facility expired on September 27, 2018 and the maximum commitment was equal to advances outstanding due to leverage and borrowing base restrictions. The stated maturity date of the GCIC SLF Credit Facility was September 28, 2022. The GCIC SLF Credit Facility bore interest at one-month LIBOR plus 2.05% per annum, depending on the composition of the collateral asset portfolio. The GCIC SLF Credit Facility was collateralized by all of the assets held by GCIC SLF II and GCIC SLF had committed to provide a minimum of $7,500 of unencumbered liquidity. GCIC SLF had made customary representations and warranties and was required to comply with various covenants and reporting requirements.
The was no outstanding balance under the GCIC SLF Credit Facility as of June 30, 2020. For the three and nine months ended June 30, 2020, GCIC SLF II had borrowings on the GCIC SLF Credit Facility of $0 and $0, respectively, and GCIC SLF II had repayments on the GCIC SLF Credit Facility totaling $31,655 and $44,416, respectively.
For the three and nine months ended June 30, 2020 and 2019, the components of interest expense, cash paid for interest and facility fees, average interest rates and average outstanding balances for the GCIC SLF Credit Facility were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | | | 2020 | | 2019 | |
Stated interest expense | $ | 185 | | | $ | — | | | | | $ | 480 | | | $ | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Cash paid for interest expense | 250 | | | — | | | | | 487 | | | — | | |
Annualized average stated interest rate | 2.5 | % | | N/A | | | | 3.0 | % | | N/A | |
Average outstanding balance | $ | 30,361 | | | $ | — | | | | | $ | 21,233 | | | $ | — | | |
Revolver: On June 22, 2016, the Company entered into the Adviser Revolver with the Investment Adviser with a maximum credit limit of $20,000 and expiration date of June 22, 2019. On June 21, 2019, the Company and the Investment Adviser amended the Adviser Revolver to and among other things, (a) increase the maximum credit limit to $40,000, and (b) change the expiration date to June 21, 2022. On October 28, 2019, the Company entered into an amendment to the Adviser Revolver to increase the borrowing capacity under the Adviser Revolver from $40,000 to $100,000, and simultaneously terminated the Adviser Revolver II, which had been assumed by the Company as a result of the Merger on September 16, 2019. The Adviser Revolver bears an interest rate equal to the short-term Applicable Federal Rate, which was 0.2% as of June 30, 2020. As of June 30, 2020 and September 30, 2019, the Company had no outstanding debt under the Adviser Revolver or the Adviser Revolver II. For the three and nine months ended June 30, 2020, the Company had $5,000 and $127,500 in borrowings and $32,500 and $127,500 in repayments on the Adviser Revolver. For the three and nine months ended June 30, 2019, the Company had no
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
borrowings or repayments on the Adviser Revolver. For the three and nine months ended June 30, 2020, the Company incurred $11 and $33 in interest expense and $24 and $42 in cash was paid for interest on the Adviser Revolver, respectively. For the three and nine months ended June 30, 2019, the Company incurred no interest expense and no cash was paid for interest on the Adviser Revolver.
Other Short-Term Borrowings: Borrowings with original maturities of less than one year are classified as short-term. The Company’s short-term borrowings are the result of investments that were sold under repurchase agreements. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860 and remains as an investment on the Consolidated Statements of Financial Condition.
As of June 30, 2020 and September 30, 2019, the Company had no short-term borrowings. For the three and nine months ended June 30, 2020, the annualized effective interest rate on short-term borrowings was 0.0% and 3.3%, respectively, and interest expense was $0 and $1,533, respectively. For the three and nine months ended June 30, 2019, the annualized effective interest rate on short-term borrowings was 4.9% and 4.8%, respectively, and interest expense was $26 and $276, respectively. The net change in unrealized appreciation (depreciation) for the three and nine months ended June 30, 2020, reported within the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies was $0, and $0, respectively. The net change in unrealized appreciation (depreciation) for the three and nine months ended June 30, 2019, reported within the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies was $105.
For the three and nine months ended June 30, 2020, the average total debt outstanding (including the debt under the 2014 Debt Securitization, the 2018 Debt Securitization, the GCIC 2018 Debt Securitization, SBA Debentures, Credit Facility, MS Credit Facility, MS Credit Facility II, WF Credit Facility, DB Credit Facility, SLF Credit Facility, GCIC SLF Credit Facility, Adviser Revolver, Adviser Revolver II and Other Short-Term Borrowings) was $2,186,392 and $2,272,045, respectively. For the three and nine months ended June 30, 2019, the average total debt outstanding (including the debt under the 2010 Debt Securitization, 2014 Debt Securitization, the 2018 Debt Securitization, SBA debentures, Credit Facility, MS Credit Facility, MS Credit Facility II, Adviser Revolver, and Other Short-Term Borrowings) was $1,040,683 and $993,221, respectively.
For the three and nine months ended June 30, 2020, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company's total debt was 3.2% and 3.6%, respectively. For the three and nine months ended June 30, 2019, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company's total debt was 4.2% and 4.2%, respectively.
A summary of the Company’s maturity requirements for borrowings as of June 30, 2020 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period | | | | | | | | |
| Total | | Less Than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | More Than 5 Years |
| | | | | | | | | |
2014 Debt Securitization | $ | 80,527 | | | $ | — | | | $ | — | | | $ | — | | | $ | 80,527 | |
2018 Debt Securitization | 408,200 | | | — | | | — | | | — | | | 408,200 | |
2018 GCIC Debt Securitization(1) | 541,926 | | | — | | | — | | | — | | | 541,926 | |
SBA Debentures | 287,450 | | | — | | | 69,700 | | | 35,500 | | | 182,250 | |
WF Credit Facility | 214,358 | | | — | | | — | | | 214,358 | | | — | |
| | | | | | | | | |
MS Credit Facility II | 325,831 | | | — | | | — | | | 325,831 | | | — | |
| | | | | | | | | |
| | | | | | | | | |
DB Credit Facility | 150,280 | | | — | | | — | | | 150,280 | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total borrowings | $ | 2,008,572 | | | $ | — | | | $ | 69,700 | | | $ | 725,969 | | | $ | 1,212,903 | |
(1) Includes $4,574 of discount recognized on the assumption of the 2018 GCIC Debt Securitization in the Merger.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 8. Commitments and Contingencies
Commitments: As of June 30, 2020, the Company had outstanding commitments to fund investments totaling $109,155, including $28,253 of commitments on undrawn revolvers. As of September 30, 2019, the Company had outstanding commitments to fund investments totaling $261,642. As described in Note 4, as of September 30, 2019, the Company had commitments of up to $100,117 to SLF and up to $61,019 to GCIC SLF, that could have been contributed primarily for the purpose of funding new investments approved by the investment committees of SLF and GCIC SLF, as applicable.
Indemnifications: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as these involve future claims against the Company that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.
Off-balance sheet risk: Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Financial Condition. The Company has entered and, in the future, may again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 5 for outstanding forward currency contracts as of June 30, 2020 and September 30, 2019. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it may not achieve the anticipated benefits of the derivative instruments and may realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.
Concentration of credit and counterparty risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company has engaged and, in the future, may engage again in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on its derivative instruments is the value of the collateral for that respective derivative instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.
Legal proceedings: In the normal course of business, the Company is subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any disposition will have a material adverse effect on the Company’s consolidated financial statements.
Note 9. Financial Highlights
The financial highlights for the Company are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | For the nine months ended June 30, | | | | | | | | |
Per share data:(1) | | 2020 | | 2019 | | | | | | |
Net asset value at beginning of period | | $ | 16.76 | | | $ | 16.10 | | | | | | | |
Net increase in net assets as a result of issuance of DRIP shares(2) | | 0.01 | | | 0.01 | | | | | | | |
Net decrease in net assets as a result of issuance of shares(3) | | (1.13) | | | — | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Distributions declared: | | | | | | | | | | |
From net investment income | | (1.00) | | | (0.95) | | | | | | | |
From capital gains | | (0.08) | | | (0.13) | | | | | | | |
| | | | | | | | | | |
Net investment income | | 0.71 | | | 0.98 | | | | | | | |
Net realized gain (loss) on investment transactions | | (0.10) | | | (0.07) | | | | | | | |
Net change in unrealized appreciation (depreciation) on investment transactions(4) | | (1.12) | | | 0.01 | | | | | | | |
Net asset value at end of period | | $ | 14.05 | | | $ | 15.95 | | | | | | | |
Per share market value at end of period | | $ | 11.65 | | | $ | 17.80 | | | | | | | |
Total return based on market value(5) | | (33.40) | % | | 1.23 | % | | | | | | |
Number of common shares outstanding | | 167,259,511 | | | 60,715,908 | | | | | | | |
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | |
| | For the nine months ended June 30, | | | | | | | | |
Listed below are supplemental data and ratios to the financial highlights: | | 2020 | | 2019 | | | | | | |
Ratio of net investment income to average net assets* | | 6.07 | % | | 8.18 | % | | | | | | |
Ratio of total expenses to average net assets(6)* | | 7.54 | % | | 8.54 | % | | | | | | |
Ratio of incentive fees to average net assets | | 0.58 | % | | 0.89 | % | | | | | | |
Ratio of expenses (without incentive fees) to average net assets* | | 6.96 | % | | 7.65 | % | | | | | | |
Total return based on average net asset value(7)* | | (2.42) | % | | 7.65 | % | | | | | | |
Net assets at end of period | | $ | 2,350,053 | | | $ | 968,220 | | | | | | | |
Average debt outstanding | | $ | 2,272,044 | | | $ | 993,221 | | | | | | | |
Average debt outstanding per share | | $ | 13.58 | | | $ | 16.36 | | | | | | | |
Portfolio turnover* | | 20.04 | % | | 22.15 | % | | | | | | |
Asset coverage ratio(8) | | 235.83 | % | | 227.84 | % | | | | | | |
Asset coverage ratio per unit(9) | | $ | 2,358 | | | $ | 2,278 | | | | | | | |
Average market value per unit:(10) | | | | | | | | | | |
2010 Debt Securitization | | N/A | | N/A | | | | | | |
2014 Debt Securitization | | N/A | | N/A | | | | | | |
2018 Debt Securitization | | N/A | | N/A | | | | | | |
2018 GCIC Debt Securitization | | N/A | | N/A | | | | | | |
SBA Debentures | | N/A | | N/A | | | | | | |
GCIC Credit Facility | | N/A | | N/A | | | | | | |
MS Credit Facility | | N/A | | N/A | | | | | | |
MS Credit Facility II | | N/A | | N/A | | | | | | |
Revolver | | N/A | | N/A | | | | | | |
WF Credit Facility | | N/A | | N/A | | | | | | |
DB Credit Facility | | N/A | | N/A | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Adviser Revolver | | N/A | | N/A | | | | | | |
| | | | | | | | | | |
* Annualized for periods less than one year.
(1)Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.
(2)Net increase in net assets as a result of issuance of shares related to shares issued through the DRIP.
(3)Net decrease in net assets as a result of issuance of shares through the rights offering. Refer to Note 11.
(4)Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of the dividend record date.
(5)Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
(6)Expenses, other than incentive fees, are annualized for a period less than one year.
(7)Total return based on average net asset value is calculated as (a) the net increase/(decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(8)Effective February 6, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 ACT, is at least 150% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC). Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC).
(9)Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. These amounts exclude the SBA debentures pursuant to exemptive relief the Company received from the SEC on September 13, 2011.
(10)Not applicable because such senior securities are not registered for public trading.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 10. Earnings Per Share
The following information sets forth the computation of the net increase/(decrease) in net assets per share resulting from operations for the three and nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | | | Nine months ended June 30, | | | | |
| 2020 | | 2019 | | 2020 | | 2019 | | |
Earnings (loss) available to stockholders | $ | 142,143 | | | $ | 19,200 | | | $ | (39,773) | | | $ | 55,427 | | | |
Basic and diluted weighted average shares outstanding(1) | 153,184,678 | | | 62,558,079 | | | 142,753,605 | | | 62,358,520 | | | |
Basic and diluted earnings (loss) per share | $ | 0.93 | | | $ | 0.31 | | | $ | (0.28) | | | $ | 0.89 | | | |
(1)The weighted average shares of the Company's common stock outstanding used in computing basic and diluted earnings (loss) per share for the three and nine months ended June 30, 2020 and 2019 have been adjusted retroactively by a factor of approximately 1.03% to recognize the bonus element associated with rights to acquire shares of the Company's common stock that were issued to stockholders of record as of April 8, 2020. See Note 11 for more information on the transferable rights offering.
Note 11. Stockholders' Equity
On May 15, 2020, the Company completed a transferable rights offering, issuing 33,451,902 shares at a subscription price of $9.17 per share. Net proceeds after deducting dealer manager fees and other offering expenses were approximately $300,427. 3,191,448 shares were purchased in the rights offering by affiliates of the Investment Adviser.
shares were purchased in the rights offering by affiliates of the Investment Adviser.
Note 12. Dividends and Distributions
The Company’s dividends and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and distributions during the nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Date Declared | | | Record Date | | Payment Date | | Amount Per Share | | Cash Distribution | | DRIP Shares Issued | | DRIP Shares Value | |
Nine months ended June 30, 2020 | | | | | | | | | | | | | | |
| 11/22/2019 | | 12/12/2019 | | 12/30/2019 | | $ | 0.46 | | (1) | $ | 40,793 | | | 1,149,409 | | | $ | 20,230 | | |
| 02/04/2020 | | 03/06/2020 | | 03/27/2020 | | $ | 0.33 | | | $ | 30,123 | | | — | | | $ | 14,034 | | (2) |
| 05/06/2020 | | 06/09/2020 | | 06/29/2020 | | $ | 0.29 | | | $ | 31,851 | | | — | | | $ | 16,654 | | (3) |
Nine months ended June 30, 2019 | | | | | | | | | | | | | | |
| 11/27/2018 | | 12/12/2018 | | 12/28/2018 | | $ | 0.44 | | (4) | $ | 22,339 | | | 256,785 | | | $ | 4,134 | | |
| 02/05/2019 | | 03/07/2019 | | 03/28/2019 | | $ | 0.32 | | | $ | 16,507 | | | 165,164 | | | $ | 2,828 | | |
| 05/07/2019 | | 06/07/2019 | | 06/28/2019 | | $ | 0.32 | | | $ | 17,215 | | | 128,505 | | | $ | 2,173 | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(1)Includes a special distribution of $0.13 per share.
(2)In accordance with the Company's DRIP, 1,125,098 shares of the Company's stock were purchased in the open market at an average price of $12.47 and were issued to stockholders of the Company participating in DRIP.
(3)In accordance with the Company's DRIP, 1,399,836 shares of the Company's stock were purchased in the open market at an average price of $11.90 and were issued to stockholders of the Company participating in DRIP.
(4)Includes a special distribution of $0.12 per share.
TABLE OF CONTENTS
Golub Capital BDC, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 13. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
On August 4, 2020, the Company's board of directors declared a quarterly distribution of $0.29 per share, which is payable on September 29, 2020 to holders of record as of September 8, 2020.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:
•our future operating results;
•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the coronavirus (“COVID-19”) pandemic;
•the effect of investments that we expect to make and the competition for those investments;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with GC Advisors LLC, or GC Advisors, and other affiliates of Golub Capital LLC, or collectively, Golub Capital;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital and our use of borrowed funds to finance a portion of our investments;
•the adequacy of our financing sources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•general economic and political trends and other external factors, including the COVID-19 pandemic;
•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the COVID-19 pandemic;
•the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;
•the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;
•the ability of GC Advisors to continue to effectively manage our business due to the disruptions caused by the COVID-19 pandemic;
•our ability to qualify and maintain our qualification as a regulated investment company, or RIC, and as a business development company;
•general price and volume fluctuations in the stock markets;
•the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, and the rules and regulations issued thereunder and any actions toward repeal thereof; and
•the effect of changes to tax legislation and our tax position.
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2019 and in our quarterly report on Form 10-Q for the three months ended March 31, 2020.
We have based the forward-looking statements included in this report on information available to us on the date of this report. Actual results could differ materially from those anticipated in our forward-looking statements and future
results could differ materially from historical performance. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission, or the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This quarterly report on Form 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
Overview
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a business development company and a RIC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.
Our shares are currently listed on The Nasdaq Global Select Market under the symbol “GBDC”.
Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $30.0 billion in capital under management as of June 30, 2020, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.
Our investment activities are managed by GC Advisors and supervised by our board of directors of which a majority of the members are independent of us, GC Advisors and its affiliates.
Under an investment advisory agreement, or the Investment Advisory Agreement, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. The Investment Advisory Agreement was approved by our board of directors in July 2019 and by our stockholders in September 2019. The Investment Advisory Agreement was entered into effective as of September 16, 2019 and will continue for an initial two-year term. Prior to September 16, 2019, we were subject to an investment advisory agreement with GC Advisors, or the Prior Investment Advisory Agreement. The changes to the Investment Advisory Agreement, as compared to the Prior Investment Advisory Agreement, consisted of revisions to (i) exclude the impact of purchase accounting resulting from a merger or acquisition, including our acquisition of Golub Capital Investment Corporation, or GCIC, from the calculation of income subject to the income incentive fee payable and the calculation of the cumulative incentive fee cap under the Investment Advisory Agreement and (ii) convert the cumulative incentive fee cap into a per share calculation. Under an administration agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.
We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $10.0 million to $75.0 million of capital, on average, in the securities of U.S. middle-market companies. We also selectively invest more than $75.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.
As of June 30, 2020 and September 30, 2019, our portfolio at fair value was comprised of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2020 | | | | As of September 30, 2019 | | |
Investment Type | | Investments at Fair Value (In thousands) | | Percentage of Total Investments | | Investments at Fair Value (In thousands) | | Percentage of Total Investments |
Senior secured | | $ | 604,452 | | | 14.2 | % | | $ | 589,340 | | | 13.7 | % |
One stop | | 3,548,148 | | | 83.5 | | | 3,474,116 | | | 80.9 | |
Second lien | | 20,418 | | | 0.5 | | | 19,473 | | | 0.5 | |
Subordinated debt | | 560 | | | — | * | | 369 | | | — | * |
| | | | | | | | |
LLC equity interests in SLF and GCIC SLF(1) | | — | | | — | | | 123,644 | | | 2.9 | |
Equity | | 76,792 | | | 1.8 | | | 85,990 | | | 2.0 | |
Total | | $ | 4,250,370 | | | 100.0 | % | | $ | 4,292,932 | | | 100.0 | % |
| | | | | |
* | Represents an amount less than 0.1%. |
(1) | Proceeds from limited liability company, or LLC, equity interests invested in Senior Loan Fund LLC, an unconsolidated Delaware LLC, or SLF, and GCIC Senior Loan Fund LLC, an unconsolidated Delaware LLC, or GCIC SLF, were utilized by SLF and GCIC SLF, or the Senior Loan Funds and each a Senior Loan Fund, to invest in senior secured loans. On January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries and the assets and liabilities of the Senior Loan Funds were consolidated into us. See"--SLF and GCIC SLF Purchase Agreement" below. |
One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of June 30, 2020 and September 30, 2019, one stop loans included $430.7 million and $414.7 million, respectively, of late stage lending loans at fair value.
As of June 30, 2020 and September 30, 2019, we had debt and equity investments in 254 and 241 portfolio companies, respectively. In addition, as of September 30, 2019, we had an investment in SLF and GCIC SLF.
The following table shows the weighted average income yield and weighted average investment income yield of our earning portfolio company investments, which represented nearly 100% of our debt investments, as well as the total return based on our average net asset value, and the total return based on the change in the quoted market price of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for the three and nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | For the nine months ended June 30, | | |
| 2020 | | 2019 | | 2020 | | 2019 |
Weighted average annualized income yield (1) | 7.7% | | 8.6% | | 7.7% | | 8.7% |
Weighted average annualized investment income yield (2) | 8.1% | | 9.2% | | 8.1% | | 9.2% |
Total return based on average net asset value (3)* | 26.8% | | 7.9% | | (2.4)% | | 7.7% |
Total return based on market value (4) | (5.0)% | | 1.4% | | (33.4)% | | 1.2% |
* Annualized for periods of less than one year.
(1)Represents income from interest and fees, excluding amortization of capitalized fees, discounts and purchase premium (as described in Note 2 of the consolidated financial statements), divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.
(2)Represents income from interest, fees and amortization of capitalized fees and discounts, excluding amortization of purchase premium (as described in Note 2 of the consolidated financial statements), divided by the average fair value of earning portfolio investments, and does not represent a return to any investor in us.
(3)Total return based on average net asset value is calculated as (a) the net increase in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(4)Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or payment-in-kind, or PIK, interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date. In addition, we generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. For additional details on revenues, see “Critical Accounting Policies—Revenue Recognition.”
We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments and derivative instruments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in the Consolidated Statements of Operations.
Expenses: Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•calculating our net asset value, or NAV (including the cost and expenses of any independent valuation firm);
•fees and expenses incurred by GC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors and travel and lodging expenses;
•expenses related to unsuccessful portfolio acquisition efforts;
•offerings of our common stock and other securities;
•administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);
•fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;
•transfer agent, dividend agent and custodial fees and expenses;
•U.S. federal and state registration and franchise fees;
•all costs of registration and listing our shares on any securities exchange;
•U.S. federal, state and local taxes;
•independent directors’ fees and expenses;
•costs of preparing and filing reports or other documents required by the SEC or other regulators;
•costs of any reports, proxy statements or other notices to stockholders, including printing costs;
•costs associated with individual or group stockholders;
•costs associated with compliance under the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
•our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
•proxy voting expenses; and
•all other expenses incurred by us or the Administrator in connection with administering our business.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
GC Advisors, as collateral manager for Golub Capital BDC 2014-LLC, or the 2014 Issuer, our wholly-owned subsidiary, under a collateral management agreement, or the 2014 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2014 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2014 Collateral Management Agreement, the term ‘‘collection period’’ refers to a quarterly period running from the day after the end of the prior collection period to the tenth business day prior to the payment date.
GC Advisors, as collateral manager for Golub Capital BDC CLO III LLC, or the 2018 Issuer, our indirect, wholly-owned subsidiary, under a collateral management agreement, or the 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2018 Collateral Management Agreement, the term "collection period" refers to the period commencing on the third business day prior to the preceding payment date and ending on (but excluding) the third business day prior to such payment date.
GC Advisors, as collateral manager for Golub Capital Investment Corporation CLO II LLC, or the GCIC 2018 Issuer, our indirect, wholly-owned subsidiary, under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2018 GCIC Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date.
Collateral management fees are paid directly by the 2014 Issuer, 2018 Issuer, and GCIC 2018 Issuer to GC Advisors and are offset against the management fees payable under the Investment Advisory Agreement. In addition, the 2014 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring and subsequent amendments to the initial structuring of the $402.6 million term debt securitization, or the 2014 Debt Securitization. The 2018 Issuer paid Morgan Stanley & Co. LLC structuring and placement fees for its services in connection with the structuring of the $602.4 million term debt securitization, or the 2018 Debt Securitization. Before we acquired the GCIC 2018 Issuer as part of our acquisition of GCIC, the GCIC 2018 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring of the $908.2 million term debt securitization, or the GCIC 2018 Debt Securitization. Term debt securitizations are also known as collateralized loan obligations, or CLOs, and are a form of secured financing incurred by us, which is consolidated by us and subject to our overall asset coverage requirement. The 2014 Issuer, the 2018 Issuer, and GCIC 2018 Issuer also agreed to pay ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2014 Debt Securitization, the 2018 Debt Securitization and GCIC 2018 Debt Securitization, and collectively the Debt Securitizations, as applicable.
We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.
GCIC Acquisition
On September 16, 2019, we completed our acquisition of GCIC, pursuant to that certain Agreement and Plan of Merger, as amended, or the Merger Agreement, dated November 27, 2018, by and among us, GCIC, Fifth Ave Subsidiary Inc., our wholly owned subsidiary, or Merger Sub, GC Advisors, and, for certain limited purposes, the Administrator. Pursuant to the Merger Agreement, Merger Sub was first merged with and into GCIC, or the Initial Merger, with GCIC as the surviving company and immediately following the Initial Merger, GCIC was then merged with and into us, the Initial Merger and subsequent merger referred to as the Merger, with us as the surviving company.
In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of GCIC’s common stock was converted into the right to receive 0.865 shares of our common stock (with GCIC’s stockholders receiving cash in lieu of fractional shares of our common stock). As a result of the Merger, we issued an aggregate of 71,779,964 shares of our common stock to former stockholders of GCIC.
Upon the consummation of the Merger, we entered into the Investment Advisory Agreement with GC Advisors which replaced the Prior Investment Advisory Agreement.
SLF and GCIC SLF Purchase Agreement
On January 1, 2020, we entered into a purchase agreement, or the Purchase Agreement, with RGA Reinsurance
Company, or RGA, Aurora National Life Assurance Company, a wholly-owned subsidiary of RGA, or Aurora and, together with RGA, the Transferors, SLF, and GCIC SLF. Prior to entering into the Purchase Agreement, the Transferors owned 12.5% of the LLC equity interests in each Senior Loan Fund, while we owned the remaining 87.5% of the LLC equity interests in each Senior Loan Fund. Pursuant to the Purchase Agreement, RGA and Aurora agreed to sell their LLC equity interests in each Senior Loan Fund to us, effective as of January 1, 2020. As consideration for the purchase of the LLC equity interests, we paid each Transferor an amount, in cash, equal to the net asset value of such Transferor's Senior Loan Fund LLC equity interests as of December 31, 2019, or the Net Asset Value, along with interest on such Net Asset Value accrued from the date of the Purchase Agreement through, but excluding, the payment date at a rate equal to the short-term applicable federal rate. In February 2020, we paid an aggregate of $17.0 million to the Transferors to acquire their respective LLC interests in the Senior Loan Funds.
As a result of the Purchase Agreement, on January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries. In addition, our capital commitments and those of the Transferors were terminated. As wholly-owned subsidiaries, the assets, liabilities, income and expenses of the Senior Loan Funds were consolidated into our financial statements and notes thereto for periods ending on or after January 1, 2020, and are included for purposes of determining our asset coverage ratio.
Rights Offering
On May 15, 2020, we completed a transferable rights offering. We issued to stockholders of record on April 8, 2020 one transferable right for each four shares of our common stock held on the record date. Each holder of rights was entitled to subscribe for one share of common stock for every right held at a subscription price of $9.17 per share. On May 15, 2020, we issued a total of 33,451,902 shares. Net proceeds after deducting the dealer manager fees and other offering expenses were approximately $300.4 million. 3,191,448 shares were purchased in the rights offering by affiliates of GC Advisors.
COVID-19 Pandemic
The rapid spread of COVID-19, which has been identified as a global pandemic by the World Health Organization, resulted in governmental authorities imposing restrictions on travel and the temporary closure of many corporate offices, retail stores, restaurants, healthcare facilities, fitness clubs and manufacturing facilities and factories in affected jurisdictions. The pandemic and the resulting economic dislocations have had adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of GC Advisors (including those relating to us). GC Advisors has been monitoring the COVID-19 pandemic and its impact on our business and the business of our portfolio companies and has been focused on proactively engaging with our portfolio companies in order to collaborate with the management teams of certain portfolio companies to assess and evaluate the steps each portfolio company can take in response to the impacts of COVID-19.
We cannot predict the full impact of the coronavirus, including the duration of the closures and restrictions described above. While several countries, as well as certain states in the United States, have begun to lift travel restrictions, business closures and other quarantine measures, recurring COVID-19 outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. As a result, we are unable to predict the duration of these business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Depending on the duration and extent of the disruption to the business operations of our portfolio companies, we expect some portfolio companies, particularly those in vulnerable industries such as retail and travel, to experience financial distress and possibly to default on their financial obligations to us and their other capital providers. In addition, if such portfolio companies are subjected to prolonged and severe financial distress, we expect some of them to substantially curtail their operations, defer capital expenditures and lay off workers. These developments would be likely to permanently impair their businesses and result in a reduction in the value of our investments in them.
Business disruption and financial distress experienced by our portfolio companies is likely to reduce, over time, the amount of interest and dividend income that we receive from our investments and may require us to contribute additional capital to such companies in the form of follow on investments. We may need to restructure the capitalization of some portfolio companies, which could result in reduced interest payments or permanent impairments on our investments. Any such decrease in our net investment income would increase the percentage of our cash flows dedicated to debt service and distribution payments to stockholders. If these amounts become unsustainable, we may be required to reduce the amount of our future distributions to stockholders. We proactively and aggressively commenced on a number of actions to support and evaluate our portfolio companies when the COVID-19 pandemic began to impact the U.S. economy including gathering full information from a variety of sources including third-party experts, management teams of our borrowers, the private equity sponsor owners of our borrowers and other sources and immediate outreach to our private equity sponsor partners to establish candid, two-way, real-time communications. We believe these actions have led and will lead to increased and better solutions for our borrowers and believe our long-term relationships with these sponsors will create appropriate incentives for them to collaborate with us to address such portfolio company needs. In addition, GC Advisors’ underwriting team has segmented our portfolio to highlight those borrowers with moderate or higher risk of material impacts to their business operations from COVID-19. We believe that early identification of vulnerable credits means more and better solutions to address potential problems.
During the three months ended June 30, 2020, we executed over 50 credit-enhancing amendments (representing over 10% of total debt investments at fair value) with a focus on borrowers in COVID-19 impacted sub-sectors and had only one borrower default on their principal and interest payment. In addition, during the three months ended June 30, 2020, we experienced a meaningful reversal of some of the unrealized depreciation recognized during the three months ended March 31, 2020 as the U.S. economy began reopening sooner than expected, portfolio companies generally performed better than expected, especially those in COVID-impacted sub-sectors, and private equity sponsors have generally stepped up to support their portfolio companies. Due to the resurgence of COVID-19 in some parts of the country, we remain cautious and concerned about the on-going impacts to the U.S. economy from COVID-19, but the positive trends identified above contributed to strong financial results for the three months ended June 30, 2020.
As of June 30, 2020, subject to certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Our revolving credit facilities, described in Note 7 in the notes to our consolidated financial statements, include customary covenants and events of default. Any failure on our part to make required payments under such facilities or to comply with such covenants could result in a default under the applicable credit facility or debt instrument. If we are unable to cure such default or obtain a waiver from the applicable lender or holder, we would experience an event of default, and the applicable lender or holder could accelerate the repayment of such indebtedness, which would negatively affect our business, financial condition, results of operations and cash flows. See “Item 1A.—Risk Factors—Risks Relating to our Business and Structure—We intend to finance our investments with borrowed money, which will accelerate and increase the potential for gain or loss on amounts invested and may increase the risk of investing in us” included in our most recent annual report on Form 10-K.
We are also subject to financial risks, including changes in market interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future will also have floating interest rates. The interest rates of such loans are based upon a floating interest rate index, typically LIBOR, together with a spread, or margin. They generally also feature interest rate reset provisions that adjust the interest rates under such loans to current market rates on a quarterly basis. As of June 30, 2020, over 90% of our floating rate loans were subject to a minimum base rate, or floor, that we charge on our loans if the applicable interest rate index falls below such floor.
Certain of the notes issued in each of the 2014 Debt Securitization, the 2018 Debt Securitization and the GCIC 2018 Debt Securitization have floating rate interest provisions. In addition, our revolving credit facilities also have floating rate interest provisions. As a result of the COVID-19 pandemic and the related decision of the U.S. Federal Reserve to reduce certain interest rates, LIBOR decreased beginning in March 2020. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on such loans, a decrease in the income incentive fee as a result of our 8% hurdle rate or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for an analysis of the impact of hypothetical base rate changes in interest rates.
We completed an industry subsegment analysis as of June 30, 2020 to evaluate the exposure of our portfolio companies to adverse effects on their business operations as a result of the COVID-19 pandemic. As of June 30, 2020, more than 80% of our portfolio at fair value was comprised of investments in industry subsegments that we have identified as less exposed to negative impacts from the COVID-19 pandemic, less than 20% of our portfolio at fair value was comprised of investments in industry subsegments that we believe have and will continue to experience significant financial distress as a result of the COVID-19 pandemic and less than 1% of our portfolio at fair value was comprised of investments in industry subsegments that were identified as most significantly exposed to adverse effects resulting from the COVID-19 pandemic. As of June 30, 2020, less than 1% of our portfolio at fair value represented second lien debt, mezzanine debt and other asset classes that we believe are particularly vulnerable due to the economic and market volatility and uncertainty resulting from the COVID-19 pandemic. Our portfolio by industry subsegments and our view of the exposure of our portfolio companies to the adverse effects of the COVID-19 pandemic as of June 30, 2020 is as follows:
| | | | | | | | |
Industry Subsegments1 | | |
Less exposed to COVID-19 (>80% of portfolio2) | Significantly exposed to COVID-19 exposure (<20% of portfolio2) | Most significantly exposed to COVID-19 (<1% of portfolio2) |
Software & Technology | Restaurants | Airlines & Aircraft Finance |
Business Services | Dental Care | Boating & Marine |
Healthcare3 | Eye Care | Entertainment |
Aerospace & Defense | Fitness Franchises | Gaming |
Distribution | Retail | Hotels |
Financial Services | | Metals & Mining |
Food & Beverage | | Oil & Gas |
Manufacturing | | Project Finance |
Education | | Real Estate |
| | Shipping |
(1)Industry subsegments are based on GC Advisors' internal analysis and industry classifications as of June 30, 2020.
(2)At fair value as of June 30, 2020.
(3)Excludes Dental Care and Eye Care subsegments.
The table below details changes in the weighted average price of our debt investments held as of June 30, 2020 and the net change in unrealized appreciation (depreciation) on investments for the three months ended June 30, 2020 by Internal Performance Rating (as defined in the "Portfolio Composition, Investment Activity and Yield" section below). Additionally, the following table details the primary drivers of changes in weighted average price of our debt investments by Internal Performance Rating category as of June 30, 2020 as compared to March 31, 2020.
| | | | | | | | | | | | | | | |
| Weighted Average Price1 | | | | |
Category | As of March 31, 2020 | As of June 30, 2020 | Net Change in Unrealized Appreciation (Depreciation) on Investments for the three months ended June 30, 2020 per share (2)(3) | % of Net Change in Unrealized Appreciation (Depreciation) on Investments for the three months ended June 30, 2020 (2) | |
Internal Performance Ratings 4 and 5 (Performing At or Above Expectations) | 96.2 | | 98.7 | | $ | 0.75 | | 100.0 | % | |
Internal Performance Rating 3 (Performing Below Expectations) | 90.0 | | 90.9 | | 0.05 | | 7.0 | % | |
Internal Performance Ratings 1 and 2 (Performing Materially Below Expectations) | 65.1 | | 57.4 | | (0.05) | | (7.0) | % | |
Total | $ | 94.0 | | $ | 96.3 | | $ | 0.75 | | 100.0 | % | |
(1)Includes debt investments only. “Total” row reflects weighted average price of total fair value of debt investments.
(2)Net Change in Unrealized Depreciation on Investments Held as of June 30, 2020 includes the net change in unrealized appreciation (depreciation) for the three months ended June 30, 2020.
(3)Based on weighted average shares outstanding for the three months ended June 30, 2020.
We and GC Advisors continue to monitor the rapidly evolving situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and future recommendations from such authorities may further impact our business operations and financial results. In such circumstances, there may be developments outside our control requiring us to adjust our plan of operation. As such, given the dynamic nature of this situation, we cannot reasonably estimate the impacts of the COVID-19 pandemic on our financial condition, results of operations or cash flows in future periods.
Recent Developments
On August 4, 2020, our board of directors declared a quarterly distribution of $0.29 per share, which is payable on September 29, 2020 to holders of record as of September 8, 2020.
Consolidated Results of Operations
Consolidated operating results for the three and nine months ended June 30, 2020 and 2019 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | Variances | | For the nine months ended June 30, | | | | Variances |
| 2020 | | 2019 | | 2020 vs. 2019 | | 2020 | | 2019 | | 2020 vs. 2019 |
| (In thousands) | | | | | | (In thousands) | | | | |
Interest income | $ | 76,075 | | | $ | 38,828 | | | $ | 37,247 | | | $ | 243,245 | | | $ | 115,409 | | | $ | 127,836 | |
Income from accretion of discounts and origination fees | 4,025 | | | 2,694 | | | 1,331 | | | 12,566 | | | 6,624 | | | 5,942 | |
GCIC acquisition purchase premium amortization | (7,558) | | | — | | | (7,558) | | | (31,995) | | | — | | | (31,995) | |
Dividend income from LLC equity interests in SLF and GCIC SLF(1) | — | | | — | | | — | | | 1,905 | | | — | | | 1,905 | |
Dividend income | — | | | 59 | | | (59) | | | 180 | | | 117 | | | 63 | |
Fee income | 668 | | | 524 | | | 144 | | | 1,040 | | | 1,171 | | | (131) | |
Total investment income | 73,210 | | | 42,105 | | | 31,105 | | | 226,941 | | | 123,321 | | | 103,620 | |
Total expenses | 38,142 | | | 22,699 | | | 15,443 | | | 127,196 | | | 64,042 | | | 63,154 | |
Net investment income (loss) | 35,068 | | | 19,406 | | | 15,662 | | | 99,745 | | | 59,279 | | | 40,466 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net realized gain (loss) on investment transactions | (4,905) | | | (700) | | | (4,205) | | | (11,724) | | | (4,539) | | | (7,185) | |
Net realized gain (loss) on investment transactions due to purchase premium | (19) | | | — | | | (19) | | | (2,369) | | | — | | | (2,369) | |
Net change in unrealized appreciation (depreciation) on investment transactions excluding purchase premium | 104,422 | | | 494 | | | 103,928 | | | (159,789) | | | 687 | | | (160,476) | |
Net change in unrealized depreciation on investment transactions due to purchase premium | 7,577 | | | — | | | 7,577 | | | 34,364 | | | — | | | 34,364 | |
Net gain (loss) on investment transactions | 107,075 | | | (206) | | | 107,281 | | | (139,518) | | | (3,852) | | | (135,666) | |
Net increase (decrease) in net assets resulting from operations | $ | 142,143 | | | $ | 19,200 | | | $ | 122,943 | | | $ | (39,773) | | | $ | 55,427 | | | $ | (95,200) | |
Average earning debt investments, at fair value(2) | $ | 4,009,622 | | | $ | 1,828,616 | | | $ | 2,181,006 | | | $ | 4,213,938 | | | $ | 1,798,034 | | | $ | 2,415,904 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
(1)For periods ending on or after January 1, 2020, the assets and liabilities of SLF and GCIC SLF are consolidated into our financial statements and notes thereto. See “SLF and GCIC SLF Purchase Agreement” below.
(2)Does not include our investments in LLC equity interests in SLF and GCIC SLF.
Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation and as a result of the acquisition of GCIC pursuant to the Merger. As a result, quarterly and year-to-date comparisons of net income may not be meaningful.
On September 16, 2019, we completed our acquisition of GCIC. The acquisition was accounted for under the asset acquisition method of accounting in accordance with Accounting Standards Codification, or ASC, 805-50, Business Combinations — Related Issues. Under asset acquisition accounting, where the consideration paid to GCIC’s stockholders exceeded the relative fair values of the assets acquired and liabilities assumed, the premium paid by us was allocated to the cost of the GCIC assets acquired by us pro-rata based on their relative fair value. Immediately following the acquisition of GCIC, we recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC assets acquired was immediately recognized as unrealized depreciation on our Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income with a corresponding reversal of the unrealized depreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the equity securities acquired from GCIC and disposition of such equity securities at fair value, we will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the equity securities acquired.
As a supplement to our GAAP financial measures, we have provided the following non-GAAP financial measures that we believe are useful for the reasons described below:
•“Adjusted Net Investment Income” - excludes the amortization of the purchase price premium and the accrual for the capital gain incentive fee (including the portion of such accrual that is not payable under the Investment Advisory Agreement or Prior Investment Advisory Agreement) from net investment income calculated in accordance with GAAP;
•“Adjusted Net Realized and Unrealized Gain/(Loss)” - excludes the unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss resulting from the amortization of the premium on loans or from the sale of equity investments from the determination of realized and unrealized gain/(loss) determined in accordance with GAAP; and
•“Adjusted Net Income/(Loss)” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss).
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended June 30, | | | | For the nine months ended June 30, | | |
| | 2020 | | 2019 | | 2020 | | 2019 |
| | (In thousands) | | | | (In thousands) | | |
Net investment income | | $ | 35,068 | | | $ | 19,406 | | | $ | 99,745 | | | $ | 59,279 | |
Add: GCIC acquisition purchase premium amortization | | 7,558 | | | — | | | 31,995 | | | — | |
Less: Accrual (reversal) for capital gain incentive fee | | — | | | 29 | | | — | | | (1,118) | |
Adjusted net investment income | | $ | 42,626 | | | $ | 19,435 | | | $ | 131,740 | | | $ | 58,161 | |
| | | | | | | | |
Net gain (loss) on investment transactions | | $ | 107,075 | | | $ | (206) | | | $ | (139,518) | | | $ | (3,852) | |
Add: Realized loss on investment transactions due to purchase premium | | 19 | | | — | | | 2,369 | | | — | |
Less: Net change in unrealized appreciation on investment transactions due to purchase premium | | (7,577) | | | — | | | (34,364) | | | — | |
Adjusted net realized and unrealized gain/(loss) | | $ | 99,517 | | 99517 | $ | (206) | | | $ | (171,513) | | | $ | (3,852) | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 142,143 | | | $ | 19,200 | | | $ | (39,773) | | | $ | 55,427 | |
Add: GCIC acquisition purchase premium amortization | | 7,558 | | | — | | | 31,995 | | | — | |
Less: Accrual (reversal) for capital gain incentive fee | | — | | | 29 | | | — | | | (1,118) | |
Add: Realized loss on investment transactions due to purchase premium | | 19 | | | — | | | 2,369 | | | — | |
Less: Net change in unrealized appreciation on investment transactions due to purchase premium | | (7,577) | | | — | | | (34,364) | | | — | |
Adjusted net income/(loss) | | $ | 142,143 | | | $ | 19,229 | | | $ | (39,773) | | | $ | 54,309 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
We believe that excluding the financial impact of the purchase premium in the above non-GAAP financial measures is useful for investors as this is a non-cash expense/loss and is one method we use to measure our financial condition and results of operations. In addition, we believe excluding the accrual of the capital gain incentive fee in the above non-GAAP financial measures is useful as it includes the portion of such accrual that is not contractually payable under the terms of either the Investment Advisory Agreement or the Prior Investment Advisory Agreement.
Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.
Investment Income
Investment income increased from the three months ended June 30, 2019 to the three months ended June 30, 2020 by $31.1 million primarily as a result of an increase in the average earning debt investments balance, which is the average balance of accruing loans in our investment portfolio, of $2.2 billion as a result of the acquisition of GCIC on September 16, 2019 and the consolidation of SLF and GCIC SLF on January 1, 2020. This increase in our investment income as a result of an increase in the average balance of our accruing loans was partially offset by amortization of the GCIC acquisition purchase premium. Investment income increased from the nine months ended June 30, 2019 to the nine months ended June 30, 2020 by $103.6 million primarily as a result of an increase in the average earning debt investments balance of $2.4 billion as a result of the acquisition of GCIC and the consolidation of SLF and GCIC SLF, partially offset by the amortization of the GCIC acquisition purchase premium.
The income yield by debt security type for the three and nine months ended June 30, 2020 and 2019 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | For the nine months ended June 30, | | | |
| 2020 | | 2019 | | 2020 | | 2019 | |
Senior secured | 7.1% | | 7.6% | | 6.7% | | 7.5% | |
One stop | 7.8% | | 8.7% | | 7.9% | | 8.8% | |
Second lien | 11.0% | | 10.9% | | 11.2% | | 10.8% | |
Subordinated debt | 10.2% | | 7.6% | | 16.1% | | 8.5% | |
Income yields on one stop and senior secured loans decreased for the three and nine months ended June 30, 2020 as compared to the three and nine months ended June 30, 2019, primarily due to a decrease in the average LIBOR.
As of June 30, 2020, we have three second lien investments and four subordinated debt investments as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment.
For additional details on investment yields and asset mix, refer to the “Liquidity and Capital Resources - Portfolio Composition, Investment Activity and Yield” section below.
Expenses
The following table summarizes our expenses for the three and nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the three months ended June 30, | | | | Variances | | For the nine months ended June 30, | | | | Variance | |
| | 2020 | | 2019 | | 2020 vs. 2019 | | 2020 | | 2019 | | 2020 vs. 2019 | |
| | (In thousands) | | | | | | (In thousands) | | | | | |
Interest and other debt financing expenses | | $ | 15,977 | | | $ | 10,388 | | | $ | 5,589 | | | $ | 58,501 | | | $ | 29,672 | | | $ | 28,829 | | |
Amortization of debt issuance costs | | 1,539 | | | 461 | | | 1,078 | | | 2,843 | | | 1,597 | | | 1,246 | | |
Base management fee | | 14,437 | | | 6,675 | | | 7,762 | | | 44,501 | | | 19,708 | | | 24,793 | | |
Income incentive fee | | 3,081 | | | 3,500 | | | (419) | | | 12,832 | | | 9,696 | | | 3,136 | | |
Capital gain incentive fee | | — | | | 29 | | | (29) | | | — | | | (1,118) | | | 1,118 | | |
Professional fees | | 1,324 | | | 727 | | | 597 | | | 3,308 | | | 1,981 | | | 1,327 | | |
Administrative service fee | | 1,613 | | | 681 | | | 932 | | | 4,461 | | | 2,043 | | | 2,418 | | |
General and administrative expenses | | 171 | | | 238 | | | (67) | | | 750 | | | 463 | | | 287 | | |
Total expenses | | $ | 38,142 | | | $ | 22,699 | | | $ | 15,443 | | | $ | 127,196 | | | $ | 64,042 | | | $ | 63,154 | | |
Average debt outstanding | | $ | 2,186,392 | | | $ | 1,040,682 | | | $ | 1,145,710 | | | $ | 2,272,044 | | | $ | 993,221 | | | $ | 1,278,823 | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Interest Expense
Interest and other debt financing expenses increased by $5.6 million from the three months ended June 30, 2019 to the three months ended June 30, 2020 primarily due to an increase in the weighted average of outstanding borrowings from $1.0 billion for the three months ended June 30, 2019 to $2.2 billion for the three months ended June 30, 2020. Interest and other debt financing expenses increased by $28.8 million from the nine months ended June 30, 2019 to the nine months ended June 30, 2020 primarily due to an increase in the weighted average of outstanding borrowings from $1.0 billion for the nine months ended June 30, 2019 to $2.3 billion for nine months ended June 30, 2020. For more information about our outstanding borrowings for the nine months ended June 30, 2020 and 2019, including the terms thereof, see Note 7. Borrowings in the notes to our consolidated financial statements and the “Liquidity and Capital Resources” section below.
The effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fee, on our outstanding debt decreased to 3.2% for the three months ended June 30, 2020 from 4.2% for the three months ended June 30, 2019 primarily due to a lower average LIBOR.
The effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on our outstanding debt decreased to 3.6% for the nine months ended June 30, 2020 from 4.2% for the nine months ended June 30, 2019 primarily due to a lower average LIBOR.
Management Fee
The base management fee increased as a result of a sequential increase in average adjusted gross assets from the three and nine months ended June 30, 2019 to the three and nine months ended June 30, 2020.
Incentive Fees
The incentive fee payable under the Investment Advisory Agreement and the Prior Investment Advisory Agreement, as applicable, consists of two parts: (1) the income component, or the Income Incentive Fee, and (2) the capital gains component, or the Capital Gain Incentive Fee. The Income Incentive Fee decreased by $0.4 million from the three months ended June 30, 2019 to the three months ended June 30, 2020 primarily as a result of a lower rate of return on the value of our net assets driven by a decrease in LIBOR. The Income Incentive Fee increased by $3.1 million from nine months ended June 30, 2019 to the nine months ended June 30, 2020 primarily as a result of an increase in Pre-Incentive Fee Net Investment Income (as defined in Note 3 of our consolidated financial statements), partially offset by a lower rate of return on the value of our net assets driven by a decrease in LIBOR. As we remain in the “catch-up” provision of the calculation of the Income Incentive Fee, the increase in net investment income causes a corresponding increase in the Income Incentive Fee until we are fully through the catch-up. For the three months ended June 30, 2020, while still not fully through the “catch-up” provision of the Income Incentive Fee calculation, the Income Incentive Fee as a percentage of the Pre-Incentive Fee Net Investment Income decreased to 8.1% compared to 15.3% for the three months ended June 30, 2019. For the nine months ended June 30, 2020, while still not fully through the “catch-up” provision of the Income Incentive Fee calculation, the Income Incentive Fee as a percentage of the Pre-Incentive Fee Net Investment Income decreased to 11.4% compared to 14.3% for the nine months ended June 30, 2019.
For each of the three and nine months ended June 30, 2020 and 2019, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory agreement. In accordance with GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement or Prior Investment Advisory Agreement. The capital gain incentive fee accrual calculated in accordance with GAAP as of the three and nine months ended June 30, 2020 was $0 and $0, respectively. The capital gain incentive fee accrual calculated in accordance with GAAP as of the three and nine months ended June 30, 2019 was less than $0.1 million and a reversal of $1.1 million, or $0.02 per share, respectively. Any payment due under the terms of the Investment Advisory Agreement or Prior Investment Advisory Agreement, as applicable, is calculated in arrears at the end of each calendar year. Through December 31, 2018, we paid $2.8 million of Capital Gain Incentive Fees calculated in accordance with the Prior Investment Advisory Agreement. No Capital Gain Incentive Fees as calculated under the Investment Advisory Agreement or the Prior Investment Advisory Agreement, as applicable, have been deemed payable since December 31, 2018.
For additional details on unrealized appreciation and depreciation of investments, refer to the “Net Realized and Unrealized Gains and Losses” section below.
Professional Fees, Administrative Service Fee, and General and Administrative Expenses
In total, professional fees, the administrative service fee, and general and administrative expenses increased by $1.5 million from the three months ended June 30, 2019 to the three months ended June 30, 2020 and increased by $4.0 million from the nine months ended June 30, 2019 to the nine months ended June 30, 2020. The increases were due to higher costs incurred to service a growing portfolio primarily as a result of the Merger. In general, we expect certain of our operating expenses, including professional fees, the administrative service fee, and other general and administrative expenses to decline as a percentage of our total assets during periods of growth other than as a result of a merger or other large acquisition and increase as a percentage of our total assets during periods of asset declines.
The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed by us to the Administrator for the three months ended June 30, 2020 and 2019 were $0.9
million and $0.3 million, respectively. Total expenses reimbursed by us to the Administrator for the nine months ended June 30, 2020 and 2019 were $4.1 million and $1.5 million, respectively.
As of June 30, 2020 and September 30, 2019, included in accounts payable and other liabilities were $2.2 million and $0.9 million, respectively, for expenses paid on behalf of us by the Administrator. As of September 30, 2019, also included in accounts payable and other liabilities was $0.8 million of expenses paid on behalf of GCIC by the Administrator, which were assumed in the Merger.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | Variances | | For the nine months ended June 30, | | | | Variance | |
| 2020 | | 2019 | | 2020 vs. 2019 | | 2020 | | 2019 | | 2020 vs. 2019 | |
| (In thousands) | | | | | | (In thousands) | | | | | |
Net realized gain (loss) on investments | $ | (4,925) | | | $ | (717) | | | $ | (4,208) | | | $ | (14,108) | | | $ | (4,517) | | | $ | (9,591) | | |
Foreign currency transactions | 1 | | | 17 | | | (16) | | | 15 | | | (22) | | | 37 | | |
Net realized gain (loss) on investment transactions | $ | (4,924) | | | $ | (700) | | | $ | (4,224) | | | $ | (14,093) | | | $ | (4,539) | | | $ | (9,554) | | |
Unrealized appreciation on investments | 140,215 | | | 11,003 | | | 129,212 | | | 33,234 | | | 27,393 | | | 5,841 | | |
Unrealized (depreciation) on investments | (26,783) | | | (10,317) | | | (16,466) | | | (162,591) | | | (27,785) | | | (134,806) | | |
Unrealized appreciation (depreciation) on investments in SLF and GCIC SLF(1) | — | | | — | | | — | | | 3,843 | | | 1,183 | | | 2,660 | | |
Unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies | (1,222) | | | (192) | | | (1,030) | | | (746) | | | (104) | | | (642) | | |
Unrealized appreciation (depreciation) on forward currency contracts | (211) | | | — | | | (211) | | | 835 | | | — | | | 835 | | |
Net change in unrealized appreciation (depreciation) on investment transactions | $ | 111,999 | | | $ | 494 | | | $ | 111,505 | | | $ | (125,425) | | | $ | 687 | | | $ | (126,112) | | |
(1)Unrealized appreciation (depreciation) on investments in SLF and GCIC SLF includes our investments in LLC equity interests in SLF and GCIC SLF. The investment in GCIC SLF was acquired by us in the Merger and was not held during the three and nine months ended June 30, 2019. On January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries and the assets and liabilities of the Senior Loan Funds were consolidated into us.
For the three months ended June 30, 2020, we had a net realized loss on investments and foreign currency transactions of $4.9 million primarily due to a $4.2 million realized loss recognized as a result of the write-off of one of our portfolio companies. For the nine months ended June 30, 2020, we had a net realized loss of $14.1 million primarily attributable to the realized losses on multiple portfolio companies due to restructures and write-offs and $4.0 million in realized loss that resulted from the consolidation of SLF and GCIC SLF, partially offset by net realized gains from the sale of equity investments in multiple portfolio companies.
For the three months ended June 30, 2019, we had a net realized loss on investments and foreign currency transactions of $0.7 million primarily due to sale of equity investments in multiple portfolio companies. For the nine months ended June 30, 2019, we had a net realized loss on investments and foreign currency transactions of $4.5 million primarily due to realized losses recognized on the restructure of one portfolio company investment, realized losses on the sale of a few portfolio company investments, partially offset by the realized gains from the sale of a few portfolio company investments.
For the three months ended June 30, 2020, we had $140.2 million in unrealized appreciation on 232 portfolio company investments, which was offset by $26.8 million in unrealized depreciation on 40 portfolio company investments. For the nine months ended June 30, 2020, we had $33.2 million in unrealized appreciation on 103 portfolio company investments, which was offset by $162.6 million in unrealized depreciation on 167 portfolio company investments. Unrealized appreciation for the three months ended June 30, 2020 primarily resulted from better than expected performance of our portfolio companies and credit market conditions beginning to recover. Unrealized depreciation for the nine months ended June 30, 2020 primarily resulted from decreases in the fair value in the majority of our portfolio company investments due to the immediate adverse economic effects of the COVID-19 pandemic, the continuing uncertainty surrounding its long-term impact and increases in the spread between the yields realized on risk-free and higher risk securities.
For the three months ended June 30, 2019, we had $11.0 million in unrealized appreciation on 134 portfolio company investments, which was offset by $10.3 million in unrealized depreciation on 199 portfolio company investments. For the nine months ended June 30, 2019, we had $27.4 million in unrealized appreciation on 176 portfolio company investments, which is offset by $27.8 million in unrealized depreciation on 197 portfolio company investments. Unrealized appreciation during the three and nine months ended June 30, 2019 resulted from an increase in fair value primarily due to the rise in market prices of portfolio company
investments and the reversal of the net unrealized depreciation associated with the sale or restructure of a few portfolio company investments. Unrealized depreciation resulted from the amortization of discounts, negative credit related adjustments that caused a reduction in fair value and the reversal of the net unrealized appreciation associated with the sale of portfolio company investments during the three and nine months ended June 30, 2019.
Liquidity and Capital Resources
For the nine months ended June 30, 2020, we experienced a net increase in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies of $35.6 million. During the period, cash provided by operating activities was $85.5 million, primarily as a result of the proceeds from principal payments and sales of portfolio investments of $533.6 million and net investment income of $99.7 million, partially offset by fundings of portfolio investments of $530.2 million and fundings of revolving loans of $20.4 million. Lastly, cash used in financing activities was $49.9 million, primarily driven by repayments of debt of $961.6 million, repayments on short-term borrowings of $65.0 million, distributions paid of $102.8 million, repurchases of common stock under the DRIP of $30.7 million, offset by borrowings on debt of $747.4 million, proceeds from short-term borrowings of $64.8 million and net proceeds from the rights offering of $300.4 million.
For the nine months ended June 30, 2019, we experienced a net increase in cash, cash equivalents, foreign currencies and restricted cash and cash equivalents of $65.1 million. During the period, cash used in operating activities was $80.4 million, primarily as a result of fundings of portfolio investments of $456.5 million, partially offset by the proceeds from principal payments and sales of portfolio investments of $323.5 million and net investment income of $59.3 million. Lastly, cash provided by financing activities was $145.4 million, primarily driven by borrowings on debt of $1.2 billion that were partially offset by repayments of debt of $999.2 million and distributions paid of $56.1 million.
As of June 30, 2020 and September 30, 2019, we had cash and cash equivalents of $29.3 million and $6.5 million, respectively. In addition, we had foreign currencies of $1.2 million and $0.1 million as of June 30, 2020 and September 30, 2019, respectively, restricted cash and cash equivalents of $87.6 million and $76.4 million as of June 30, 2020 and September 30, 2019, respectively, and restricted foreign currencies of $2.1 million and $1.3 million as of June 30, 2020 and September 30, 2019, respectively. Cash and cash equivalents and foreign currencies are available to fund new investments, pay operating expenses and pay distributions. Restricted cash and cash equivalents and restricted foreign currencies can be used to pay principal and interest on and to fund new investments that meet the guidelines under our debt securitizations or credit facilities, as applicable.
This "Liquidity and Capital Resources" section should be read in conjunction with the "COVID-19 Developments" section above.
Revolving Debt Facilities
MS Credit Facility II - As of June 30, 2020 and September 30, 2019, we had $325.8 million and $259.9 million outstanding under the MS Credit Facility II (as defined in Note 7 of our consolidated financial statements), respectively. As of June 30, 2020, the MS Credit Facility II allowed Golub Capital BDC Funding II LLC, or Funding II, to borrow up to $400.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of June 30, 2020 and September 30, 2019, subject to leverage and borrowing base restrictions, we had approximately $74.2 million and $40.1 million of remaining commitments, respectively, and $54.9 million and less than $1.0 million of availability, respectively, on the MS Credit Facility II.
In connection with entry into the MS Credit Facility II, on February 4, 2019, Golub Capital BDC Funding LLC, or Funding, repaid all $97.1 million of the debt outstanding on the Credit Facility (as defined in Note 7 of our consolidated financial statements). Following such repayment, the agreements governing the Credit Facility were terminated. Prior to termination, the Credit Facility allowed Funding to borrow up to $170.0 million at any one time outstanding, subject to leverage and borrowing base restrictions.
WF Credit Facility - Effective September 16, 2019, we assumed, as a result of the Merger, the WF Credit Facility (as defined in Note 7 of our consolidated financial statements), which, as of June 30, 2020, allowed GCIC Funding LLC, or GCIC Funding, to borrow up to $300.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of June 30, 2020 and September 30, 2019, we had outstanding debt under the WF Credit Facility of $214.4 million and $253.8 million, respectively. As of June 30, 2020 and September 30, 2019, subject to leverage and borrowing base restrictions, we had approximately $85.6 million and $46.2 million of remaining commitments, respectively, and $89.1 million and $0.5 million of availability, respectively, on the WF Credit Facility.
DB Credit Facility - Effective September 16, 2019, we assumed, as a result of the Merger, the DB Credit Facility (as defined in Note 7 of our consolidated financial statements), which as of June 30, 2020, allowed GCIC Funding II LLC, or GCIC Funding II, to borrow up to $250.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of June 30, 2020 and September 30, 2019, we had outstanding debt under the DB Credit Facility of $150.3 million and $248.0 million, respectively. As of June 30, 2020 and September 30, 2019, subject to leverage and borrowing base restrictions, we had approximately $99.7 million and $2.0 million of remaining commitments, respectively, and $95.1 million and $0.1 million of availability, respectively, on the DB Credit Facility.
SLF Credit Facility - As of January 1, 2020, the date of our acquisition of the SLF LLC equity interests formerly held by RGA pursuant to the Purchase Agreement, we assumed the SLF Credit Facility (as defined in Note 7 of our consolidated financial statements). On June 29, 2020, we repaid the SLF Credit Facility in full and terminated the facility. Prior to the facility's termination, the reinvestment period of the SLF Credit Facility expired on August 29, 2018 and the maximum commitment was equal to advances outstanding.
GCIC Credit Facility - As of January 1, 2020, the date of our acquisition of the GCIC SLF LLC equity interests formerly held by Aurora pursuant to the Purchase Agreement, we assumed the GCIC SLF Credit Facility (as defined in Note 7 of our consolidated financial statements). On June 29, 2020, we repaid the GCIC SLF Credit Facility in full and terminated the facility. Prior to the facility's termination, the reinvestment period of the GCIC SLF Credit Facility expired on September 27, 2018 and the maximum commitment was equal to advances outstanding.
Adviser Revolver - On June 22, 2016, we entered into the Adviser Revolver (as defined in Note 7 of our consolidated financial statements), which, as amended, permitted us to borrow up to $100.0 million at any one time outstanding as of June 30, 2020. On October 28, 2019, we increased the borrowing capacity from $40.0 million to $100.0 million. We entered into the Adviser Revolver in order to have the ability to borrow funds on a short-term basis and have in the past repaid, and generally intend in the future to repay, borrowings under the Adviser Revolver within 30 to 45 days from which they are drawn. As of each of June 30, 2020 and September 30, 2019, we had no amounts outstanding on the Adviser Revolver.
Adviser Revolver II - Effective September 16, 2019, we assumed as a result of the Merger, Adviser Revolver II (as defined in Note 7 of our consolidated financial statements), which permitted us to borrow up to $40.0 million at any one time outstanding as of September 30, 2019. On October 28, 2019, in connection with the upsize to the Adviser Revolver, we terminated the Adviser Revolver II.
Debt Securitizations
2014 Debt Securitization - On June 5, 2014, we completed the 2014 Debt Securitization. On March 23, 2018, we amended the 2014 Debt Securitization to, among other things, refinance the notes issued by the 2014 Issuer, or the 2014 Notes, by redeeming the 2014 Notes then outstanding and issuing (a) new Class A-1-R 2014 Notes in an aggregate principal amount of $191.0 million that bear interest at a rate of three-month LIBOR plus 0.95%, (b) new Class A-2-R 2014 Notes in an aggregate principal amount of $20.0 million that bear interest at a rate of three-month LIBOR plus 0.95%, (c) new Class B-R 2014 Notes in an aggregate principal amount of $35.0 million that bear interest at a rate of three-month LIBOR plus 1.40%, and (d) new Class C-R 2014 Notes in an aggregate principal amount of $37.5 million that bear interest at a rate of three-month LIBOR plus 1.55%. The Class C-R 2014 Notes were retained by us, and we remain the sole owner of the equity of the 2014 Issuer.
The Class A-1-R, Class A-2-R and Class B-R 2014 Notes are included in the June 30, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as our debt and the Class C-R 2014 Notes and LLC equity interests
in the 2014 Issuer were eliminated in consolidation. As of June 30, 2020 and September 30, 2019, we had outstanding debt under the 2014 Debt Securitization of $80.5 million and $126.3 million, respectively.
2018 Debt Securitization - On November 16, 2018, we completed the 2018 Debt Securitization in which the 2018 Issuer issued an aggregate of $602.4 million of notes, or the 2018 Notes, including $327.0 million of AAA/AAA Class A 2018 Notes, which bear interest at the three-month LIBOR plus 1.48%; $61.2 million of AA Class B 2018 Notes, which bear interest at the three-month LIBOR plus 2.10%; $20.0 million of A Class C-1 2018 Notes, which bear interest at the three-month LIBOR plus 2.80%; $38.8 million of A Class C-2 2018 Notes, which bear interest at the three-month LIBOR plus 2.65%; $42.0 million of BBB- Class D 2018 Notes, which bear interest at the three-month LIBOR plus 2.95%; and $113.4 million of Subordinated 2018 Notes which do not bear interest. We indirectly retained all of the Class C-2, Class D and Subordinated 2018 Notes.
The Class A, Class B and Class C-1 2018 Notes are included in the June 30, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as our debt and the Class C-2, Class D and Subordinated 2018 Notes were eliminated in consolidation. As of June 30, 2020 and September 30, 2019, we had outstanding debt under the 2018 Debt Securitization of $408.2 million and $408.2 million, respectively.
GCIC 2018 Debt Securitization - Effective September 16, 2019, we assumed as a result of the Merger, the GCIC 2018 Debt Securitization in which the GCIC 2018 Issuer issued an aggregate of $908.2 million of notes, or the GCIC 2018 Notes, including $490.0 million of AAA/AAA Class A-1 GCIC 2018 Notes, $38.5 million of AAA Class A-2 GCIC 2018 Notes, and $18.0 million of AA Class B-1 GCIC 2018 Notes. In partial consideration for the loans transferred to the GCIC 2018 Issuer as part of the GCIC 2018 Debt Securitization, GCIC indirectly retained, and we assumed in the Merger, all of the Class B-2, C and D GCIC 2018 Notes and the Subordinated GCIC 2018 Notes totaling $27.0 million, $95.0 million, $60.0 million, and $179.7 million, respectively. The Class A-1, Class A-2 and Class B-1 GCIC 2018 Notes are included in the June 30, 2020 and September 30, 2019 Consolidated Statements of Financial Condition as our debt. As of June 30, 2020 and September 30, 2019 the Class B-2, Class C and Class D GCIC 2018 Notes and the Subordinated GCIC 2018 Notes were eliminated in consolidation. As of June 30, 2020 and September 30, 2019, we had outstanding debt under the GCIC 2018 Debt Securitization of $541.9 million and $541.0 million, respectively.
SBA Debentures
Under present small business investment company, or SBIC, regulations, the maximum amount of debentures guaranteed by the U.S. Small Business Administration, or SBA, issued by multiple licensees under common management is $350.0 million and the maximum amount issued by a single SBIC licensee is $175.0 million. As of June 30, 2020, GC SBIC IV, L.P., or SBIC IV, GC SBIC V, L.P., or SBIC V, and GC SBIC VI, L.P., or SBIC VI, had $69.7 million, $151.8 million, and $66.0 million, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and March 2030. As of September 30, 2019, SBIC IV, SBIC V and SBIC VI, had $90.0 million, $165.0 million and $32.0 million, respectively, of outstanding SBA-guaranteed debentures that mature between September 2021 and September 2029. The original amount of debentures committed to SBIC IV and SBIC V by the SBA were $150.0 million and $175.0 million, respectively. Through June 30, 2020, SBIC IV and SBIC V have repaid $80.3 million and $23.3 million of outstanding debentures, respectively, and these commitments have effectively been terminated. As of June 30, 2020 and September 30, 2019, SBIC VI had $29.0 million and $18.0 million, respectively, of undrawn debenture commitments, of which $29.0 and $18.0 million, respectively, were available to be drawn, subject to SBA regulatory requirements.
On May 15, 2020, we completed a transferable rights offering, pursuant to which we issued 33,451,902 shares of our common stock at a subscription price of $9.17 per share. Net proceeds after deducting the dealer manager fees and other offering expenses were approximately $300.4 million. The proceeds were used to repay outstanding debt on the MS Credit Facility II, the SLF Credit Facility and the GCIC SLF Credit Facility.
In August 2020, our board of directors reapproved a share repurchase program, or the Program, which allows us
to repurchase up to $150.0 million of our outstanding common stock on the open market at prices below the NAV per share as reported in our then most recently published consolidated financial statements. The Program is implemented at the discretion of management with shares to be purchased from time to time at prevailing market
prices, through open market transactions, including block transactions. We did not make any repurchases of our common stock during the nine months ended June 30, 2020 and 2019.
As of June 30, 2020, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. We currently intend to continue to target a GAAP debt-to-equity ratio between 0.85x to 1.15x.
On September 13, 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from our asset coverage calculation. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 150%. This provides us with increased investment flexibility but also increases our risks related to leverage. As of June 30, 2020, our asset coverage for borrowed amounts was 235.8% (excluding the SBA debentures).
As of June 30, 2020 and September 30, 2019, we had outstanding commitments to fund investments, excluding our investments in SLF and GCIC SLF as of September 30, 2019, totaling $109.2 million and $261.6 million, respectively. As of June 30, 2020, total commitments of $109.2 million included $28.3 million of unfunded commitments on revolvers. There is no guarantee that these amounts will be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers, subject to the terms of each loan’s respective credit agreement. As of June 30, 2020, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments, cash and restricted cash balances that we maintain, availability under our Adviser Revolver and ongoing principal repayments on debt investments. In addition, we generally hold some syndicated loans in larger portfolio companies that are saleable over a relatively short period to generate cash.
Due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a business development company, we sought and received no action relief from the SEC to ensure we could engage in CLO financings in which assets are transferred through GC Advisors.
Although we expect to fund the growth of our investment portfolio through the net proceeds from future securities offerings and future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our efforts to raise capital will be successful. In addition, from time to time, we can amend or refinance our leverage facilities and securitization financings, to the extent permitted by applicable law. In addition to capital not being available, it also may not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we expect to receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.
Portfolio Composition, Investment Activity and Yield
As of June 30, 2020 and September 30, 2019, we had investments in 254 and 241 portfolio companies, respectively, with a total fair value of $4.3 billion and $4.1 billion, respectively. As of September 30, 2019, we had investments in SLF and GCIC SLF with a total fair value of $123.6 million.
The following table shows the asset mix of our new investment commitments for the three and nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | | | | | For the nine months ended June 30, | | | | | | | | | | |
| 2020 | | | | 2019 | | | | 2020 | | | | 2019 | | | | | | |
| (In thousands) | | Percentage of Commitments | | (In thousands) | | Percentage of Commitments | | (In thousands) | | Percentage of Commitments | | (In thousands) | | Percentage of Commitments | | | | |
Senior secured | $ | 90 | | | 0.6 | % | | $ | 22,686 | | | 14.4% | | $ | 67,548 | | | 14.9% | | $ | 73,604 | | | 15.5% | | | | |
One stop | 15,465 | | | 98.4 | | | 131,944 | | | 84.0 | | 381,680 | | | 84.1 | | 393,130 | | | 82.5 | | | | |
Second lien | — | | | — | | | 1,513 | | | 1.0 | | — | | | — | | 1,513 | | | 0.3 | | | | |
Subordinated debt | — | | | — | | | — | | — | | 138 | | | 0.0* | | 23 | | | 0.0* | | | | |
LLC equity interests in SLF(1) | — | | | — | | | — | | — | | — | | | — | | 1,750 | | | 0.4 | | | | |
Equity | 158 | | | 1.0 | | | 908 | | | 0.6 | | 4,464 | | | 1.0 | | 6,213 | | | 1.3 | | | | |
Total new investment commitments | $ | 15,713 | | | 100.0 | % | | $ | 157,051 | | | 100.0 | % | | $ | 453,830 | | | 100.0 | % | | $ | 476,233 | | | 100.0 | % | | | | |
* Represents an amount less than 0.1%
(1) SLF's proceeds from LLC equity interests were utilized by SLF to invest in senior secured loans.
Due to a significant drop in merger and acquisition activity as a result of the market conditions brought on by COVID-19, new commitments declined during the three months ended June 30, 2020.
For the three and nine months ended June 30, 2020, we had approximately $88.4 million and $533.6 million, respectively, in proceeds from principal payments and sales of portfolio investments.
For the three and nine months ended June 30, 2019, we had approximately $179.4 million and $323.5 million, respectively, in proceeds from principal payments and sales of portfolio investments.
The following table shows the principal, amortized cost and fair value of our portfolio of investments by asset class:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2020(1) | | | | | | As of September 30, 2019(2) | | | | | |
| Principal | | Amortized Cost | | Fair Value | | Principal | | Amortized Cost | | Fair Value | |
| (In thousands) | | | | | | (In thousands) | | | | | |
Senior secured: | | | | | | | | | | | | |
Performing | $ | 617,515 | | | $ | 621,793 | | | $ | 591,254 | | | $ | 586,039 | | | $ | 597,033 | | | $ | 583,483 | | |
Non-accrual(3) | 38,533 | | | 27,808 | | | 13,198 | | | 15,749 | | | 8,573 | | | 5,857 | | |
One stop: | | | | | | | | | | | | |
Performing | 3,595,141 | | | 3,624,999 | | | 3,479,600 | | | 3,502,213 | | | 3,548,330 | | | 3,466,310 | | |
Non-accrual(3) | 103,206 | | | 96,490 | | | 68,548 | | | 12,053 | | | 10,700 | | | 7,806 | | |
Second lien: | | | | | | | | | | | | |
Performing | 20,418 | | | 20,670 | | | 20,418 | | | 19,473 | | | 19,745 | | | 19,473 | | |
Non-accrual(3) | — | | | — | | | — | | | — | | | — | | | — | | |
Subordinated debt: | | | | | | | | | | | | |
Performing | 534 | | | 539 | | | 560 | | | 369 | | | 375 | | | 369 | | |
Non-accrual(3) | — | | | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
LLC equity interests in SLF and GCIC SLF(4) | N/A | | — | | | — | | | N/A | | 127,487 | | | 123,644 | | |
Equity | N/A | | 82,423 | | | 76,792 | | | N/A | | 79,527 | | | 85,990 | | |
Total | $ | 4,375,347 | | | $ | 4,474,722 | | | $ | 4,250,370 | | | $ | 4,135,896 | | | $ | 4,391,770 | | | $ | 4,292,932 | | |
(1)As of June 30, 2020, $391.6 million and $351.9 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest.
(2)As of September 30, 2019, $218.8 million and $204.6 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest.
(3)We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal and interest or our management has reasonable doubt that principal or interest will be collected. See “— Critical Accounting Policies — Revenue Recognition.”
(4)Proceeds from the LLC equity interests invested in SLF and GCIC SLF were utilized by SLF and GCIC SLF to invest in senior secured loans. On January 1, 2020, SLF and GCIC SLF became our wholly-owned subsidiaries and the assets and liabilities of the Senior Loan Funds were consolidated into us.
As of June 30, 2020, we had loans in ten portfolio companies on non-accrual status, and non-accrual investments as a percentage of total debt investments at cost and fair value were 2.8% and 2.0%, respectively. As of September 30, 2019, we had loans in five portfolio companies on non-accrual status, and non-accrual investments as a percentage of total investments at cost and fair value were 0.5% and 0.3%, respectively. As of June 30, 2020 and September 30, 2019, the fair value of our debt investments as a percentage of the outstanding principal value was 95.4% and 98.7%, respectively.
The following table shows the weighted average rate, spread over LIBOR of floating rate and fees of investments originated and the weighted average rate of sales and payoffs of portfolio companies during the three and nine months ended June 30, 2020 and 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended June 30, | | | | For the nine months ended June 30, | | | | |
| 2020 | | 2019 | | 2020 | | 2019 | | |
Weighted average rate of new investment fundings | 7.5% | | 8.1% | | 7.3% | | 8.1% | | |
Weighted average spread over LIBOR of new floating rate investment fundings | 6.3% | | 5.7% | | 5.5% | | 5.9% | | |
Weighted average fees of new investment fundings | 0.4% | | 1.2% | | 1.3% | | 1.3% | | |
Weighted average rate of sales and payoffs of portfolio investments(1) | 6.1% | | 8.8% | | 7.2% | | 8.7% | | |
(1)Excludes exits on investments on non-accrual status.
As of June 30, 2020, 97.3% and 97.4% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of September 30, 2019, 92.3% and 92.3% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans.
As of June 30, 2020 and September 30, 2019, the portfolio median earnings before interest, taxes, depreciation and amortization, or EBITDA, for our portfolio companies (excluding, prior to their consolidation into our financial statements, SLF and GCIC SLF) was $32.8 million and $28.6 million, respectively. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.
As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:
| | | | | | | | |
| | |
Internal Performance Ratings | | |
Rating | | Definition |
5 | | Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable. |
4 | | Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable. |
3 | | Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due. |
2 | | Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due). |
1 | | Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered. |
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.
GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.
The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of June 30, 2020 and September 30, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of June 30, 2020 | | | | As of September 30, 2019 | | |
Internal Performance Rating | | Investments at Fair Value (In thousands) | | Percentage of Total Investments | | Investments at Fair Value (In thousands) | | Percentage of Total Investments |
5 | | $ | 46,375 | | | 1.1% | | $ | 115,318 | | | 2.7% |
4 | | 3,184,929 | | | 74.9 | | 3,787,809 | | | 88.2 |
3 | | 948,227 | | | 22.3 | | 337,358 | | | 7.9 |
2 | | 70,218 | | | 1.7 | | 52,434 | | | 1.2 |
1 | | 621 | | | 0.0* | | 13 | | | 0.0* |
Total | | $ | 4,250,370 | | | 100.0% | | $ | 4,292,932 | | | 100.0% |
| | | | | |
* | Represents an amount less than 0.1%. |
Senior Loan Fund LLC
Through December 31, 2019, we co-invested with RGA, in senior secured loans through SLF. On January 1, 2020, we entered into the Purchase Agreement to purchase RGA's LLC equity interests in SLF. As of January 1, 2020, we owned 100% of SLF and the assets and liabilities of SLF were consolidated into us. Prior to our purchase of RGA's LLC equity interests in SLF, SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect to SLF were required to be approved by the SLF investment committee consisting of two representatives of each of us and RGA (with unanimous approval required from (i) one representative of each of us and RGA or (ii) both representatives of each of us and RGA).
As of September 30, 2019, we and RGA owned 87.5% and 12.5%, respectively, of the LLC equity interests. Through December 31, 2019, SLF’s profits and losses were allocated to us and RGA in accordance with our respective ownership interests.
As of September 30, 2019, SLF had the following commitments from its members (in the aggregate):
| | | | | | | | | | | | | | | | | |
| | | | | As of September 30, 2019 | | |
| | | | | Committed | | Funded(1) |
| | | | | (In thousands) | | |
| | | | | | | |
LLC equity commitments | | | | | $ | 200,000 | | | $ | 85,580 | |
Total | | | | | $ | 200,000 | | | $ | 85,580 | |
(1)Funded LLC equity commitments are presented net of return of capital distributions subject to recall.
Effective January 1, 2020, the commitments to SLF were canceled in conjunction with the Purchase Agreement.
SLF entered into the SLF Credit Facility, which allowed SLF II, as of September 30, 2019, to borrow up to $75.6 million at any one time outstanding, subject to leverage and borrowing base restrictions. The SLF Credit Facility bore interest at one-month LIBOR plus 2.05% per annum. Effective January 1, 2020, we assumed, as a result of the Purchase Agreement, the SLF Credit Facility.
As of September 30, 2019, SLF had total assets at fair value of $161.0 million. As of September 30, 2019, SLF had loans in two portfolio companies on non-accrual status with a fair value of $5.0 million. The portfolio companies in SLF were in industries and geographies similar to those in which we invest directly. Additionally, as of September 30, 2019, SLF had commitments to fund various undrawn revolving credit and delayed draw loans to its portfolio companies totaling $3.4 million.
Below is a summary of SLF’s portfolio, followed by a listing of the individual investments in SLF’s portfolio as of September 30, 2019:
| | | | | | | | | |
| | | As of September 30, 2019 |
| | (Dollars in thousands) | |
Senior secured loans(1) | | | $ | 154,254 | |
Weighted average current interest rate on senior secured loans(2) | | | 7.4 | % |
Number of borrowers in SLF | | | 27 | |
Largest portfolio company investment(1) | | | $ | 12,654 | |
Total of five largest portfolio company investments(1) | | | $ | 54,268 | |
(1)At principal amount.
(2)Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SLF Investment Portfolio as of September 30, 2019 | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) / Shares(2) | | Fair Value(3) | | | | | | |
| | | | | | | | | | | (Dollars in thousands) | | | | | | | | |
| 1A Smart Start LLC(4) | | Electronic Equipment, Instruments & Components | | Senior loan | | 02/2022 | | 6.5 | % | $ | 2,961 | | | $ | 2,961 | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5) | | Health Care Providers & Services | | Senior loan | | 12/2019 | | 7.1 | | 6,172 | | | 3,703 | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5) | | Health Care Providers & Services | | Senior loan | | 12/2019 | | 7.1 | | 422 | | | 253 | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5)(7) | | Health Care Providers & Services | | Senior loan | | 12/2019 | | 7.1 | | 193 | | | (8) | | | | | | | |
| Advanced Pain Management Holdings, Inc.(4)(5) | | Health Care Providers & Services | | Senior loan | | 12/2019 | | 10.6 | | 2,139 | | | 4 | | | | | | | |
| Boot Barn, Inc.(4) | | Specialty Retail | | Senior loan | | 06/2023 | | 6.6 | | 6,022 | | | 6,022 | | | | | | | |
| Brandmuscle, Inc. | | Professional Services | | Senior loan | | 12/2021 | | 6.9 | | 4,418 | | | 4,415 | | | | | | | |
| Brandmuscle, Inc. | | Professional Services | | Senior loan | | 12/2021 | | N/A(6) | | — | | | — | | | | | | | |
| Captain D's, LLC(4) | | Food & Staples Retailing | | Senior loan | | 12/2023 | | 6.5 | | 2,433 | | | 2,433 | | | | | | | |
| Captain D's, LLC(4) | | Food & Staples Retailing | | Senior loan | | 12/2023 | | 7.5 | | 17 | | | 17 | | | | | | | |
| CLP Healthcare Services, Inc. | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 7.4 | | 8,415 | | | 8,415 | | | | | | | |
| CLP Healthcare Services, Inc. | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 7.4 | | 4,239 | | | 4,239 | | | | | | | |
| Community Veterinary Partners, LLC | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | 2,392 | | | 2,392 | | | | | | | |
| Community Veterinary Partners, LLC | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | 1,203 | | | 1,203 | | | | | | | |
| Community Veterinary Partners, LLC | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | 58 | | | 58 | | | | | | | |
| Community Veterinary Partners, LLC | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | 40 | | | 40 | | | | | | | |
| Community Veterinary Partners, LLC | | Health Care Providers & Services | | Senior loan | | 10/2021 | | N/A(6) | | — | | | — | | | | | | | |
| DISA Holdings Acquisition Subsidiary Corp.(4) | | Professional Services | | Senior loan | | 06/2022 | | 7.1 | | 4,773 | | | 4,773 | | | | | | | |
| DISA Holdings Acquisition Subsidiary Corp.(4) | | Professional Services | | Senior loan | | 06/2022 | | 6.0 | | 53 | | | 53 | | | | | | | |
| Flexan, LLC | | Health Care Equipment & Supplies | | Senior loan | | 02/2020 | | 7.9 | | 5,905 | | | 5,905 | | | | | | | |
| Flexan, LLC | | Health Care Equipment & Supplies | | Senior loan | | 02/2020 | | 7.9 | | 1,640 | | | 1,640 | | | | | | | |
| Flexan, LLC(4) | | Health Care Equipment & Supplies | | Senior loan | | 02/2020 | | 9.5 | | 431 | | | 431 | | | | | | | |
| Gamma Technologies, LLC(4) | | IT Services | | Senior loan | | 06/2024 | | 7.3 | | 10,084 | | | 10,084 | | | | | | | |
| III US Holdings, LLC | | Software | | Senior loan | | 09/2022 | | 8.1 | | 4,288 | | | 4,288 | | | | | | | |
| Jensen Hughes, Inc. | | Building Products | | Senior loan | | 03/2024 | | 6.6 | | 2,276 | | | 2,276 | | | | | | | |
| Jensen Hughes, Inc. | | Building Products | | Senior loan | | 03/2024 | | 6.6 | | 118 | | | 118 | | | | | | | |
| Jensen Hughes, Inc. | | Building Products | | Senior loan | | 03/2024 | | 6.6 | | 63 | | | 63 | | | | | | | |
| Joerns Healthcare, LLC(4) | | Health Care Equipment & Supplies | | Senior loan | | 08/2024 | | 8.2 | | 1,286 | | | 1,286 | | | | | | | |
| Joerns Healthcare, LLC(4) | | Health Care Equipment & Supplies | | Senior loan | | 08/2024 | | 8.2 | | 1,338 | | | 1,338 | | | | | | | |
| Mediaocean LLC | | Software | | Senior loan | | 08/2020 | | N/A(6) | | — | | | — | | | | | | | |
| Paradigm DKD Group, LLC(4)(5) | | Consumer Finance | | Senior loan | | 05/2022 | | 8.4 | | 1,480 | | | 1,094 | | | | | | | |
| Paradigm DKD Group, LLC(4)(5)(7) | | Consumer Finance | | Senior loan | | 05/2022 | | 8.4 | | (16) | | | (59) | | | | | | | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc(4) | | Electronic Equipment, Instruments & Components | | Senior loan | | 07/2025 | | 6.0 | | 5,264 | | | 5,264 | | | | | | | |
| Polk Acquisition Corp.(4) | | Auto Components | | Senior loan | | 06/2022 | | 7.3 | | 4,465 | | | 4,376 | | | | | | | |
| Polk Acquisition Corp.(4) | | Auto Components | | Senior loan | | 06/2022 | | 7.3 | | 60 | | | 58 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| SLF Investment Portfolio as of September 30, 2019 - (continued) | | | | | | | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) / Shares(2) | | Fair Value(3) | | | | | | |
| | | | | | | | | | | (Dollars in thousands) | | | | | | | | |
| Polk Acquisition Corp. | | Auto Components | | Senior loan | | 06/2022 | | 7.3 | % | $ | 52 | | | $ | 51 | | | | | | | |
| Pyramid Healthcare, Inc.(4) | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 8.8 | | 10,047 | | | 10,047 | | | | | | | |
| Pyramid Healthcare, Inc. | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 9.2 | | 257 | | | 257 | | | | | | | |
| Pyramid Healthcare, Inc. | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 8.8 | | 147 | | | 147 | | | | | | | |
| Pyramid Healthcare, Inc. | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 8.8 | | 99 | | | 99 | | | | | | | |
| RSC Acquisition, Inc.(4) | | Insurance | | Senior loan | | 11/2022 | | 6.4 | | 3,785 | | | 3,785 | | | | | | | |
| RSC Acquisition, Inc.(4) | | Insurance | | Senior loan | | 11/2021 | | N/A(6) | | — | | | — | | | | | | | |
| Rubio's Restaurants, Inc (4) | | Food & Staples Retailing | | Senior loan | | 10/2019 | | 9.1 | | 4,890 | | | 4,890 | | | | | | | |
| Sage Dental Management, LLC | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 7.35% cash/1.00% PIK | | 4,341 | | | 3,907 | | | | | | | |
| Sage Dental Management, LLC | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 8.4 | | 70 | | | 62 | | | | | | | |
| Sage Dental Management, LLC | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 8.4 | | 63 | | | 57 | | | | | | | |
| Sage Dental Management, LLC | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 8.4 | | 45 | | | 40 | | | | | | | |
| SEI, Inc.(4) | | IT Services | | Senior loan | | 07/2023 | | 6.8 | | 11,004 | | | 11,004 | | | | | | | |
| SEI, Inc. | | IT Services | | Senior loan | | 07/2023 | | N/A(6) | | — | | | — | | | | | | | |
| Self Esteem Brands, LLC (4) | | Hotels, Restaurants & Leisure | | Senior loan | | 02/2022 | | 6.3 | | 9,561 | | | 9,561 | | | | | | | |
| Self Esteem Brands, LLC (4) | | Hotels, Restaurants & Leisure | | Senior loan | | 02/2022 | | 8.3 | | 415 | | | 415 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | 4,190 | | | 3,771 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | 3,285 | | | 2,956 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | 567 | | | 511 | | | | | | | |
| Teasdale Quality Foods, Inc.(4) | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | 424 | | | 382 | | | | | | | |
| Teasdale Quality Foods, Inc. | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | 210 | | | 189 | | | | | | | |
| Upstream Intermediate, LLC | | Health Care Equipment & Supplies | | Senior loan | | 01/2024 | | 6.0 | | 2,796 | | | 2,796 | | | | | | | |
| WHCG Management, LLC (4) | | Health Care Providers & Services | | Senior loan | | 03/2023 | | 8.1 | | 7,820 | | | 7,820 | | | | | | | |
| WIRB-Copernicus Group, Inc.(4) | | Health Care Providers & Services | | Senior loan | | 08/2022 | | 6.4 | | 5,554 | | | 5,554 | | | | | | | |
| Total senior loan investments | | | | | | | | | | $ | 154,254 | | | $ | 147,436 | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Paradigm DKD Group, LLC(4)(8)(9) | | Buildings and Real Estate | | LLC units | | N/A | | N/A | | 170 | | | $ | 62 | | | | | | | |
| Paradigm DKD Group, LLC(4)(8)(9) | | Buildings and Real Estate | | LLC units | | N/A | | N/A | | 963 | | | — | | | | | | | |
| Paradigm DKD Group, LLC(4)(8)(9) | | Buildings and Real Estate | | LLC units | | N/A | | N/A | | 34 | | | — | | | | | | | |
| Joerns Healthcare, LLC(4)(8)(9) | | Healthcare, Education and Childcare | | Common Stock | | N/A | | N/A | | 309 | | | 3,017 | | | | | | | |
| W3 Co.(8)(9) | | Oil and Gas | | LLC units | | N/A | | N/A | | 3 | | | 1,526 | | | | | | | |
| W3 Co.(8)(9) | | Oil and Gas | | Preferred stock | | N/A | | N/A | | — | | | 218 | | | | | | | |
| Total equity investments | | | | | | | | | | | | $ | 4,823 | | | | | | | |
| Total investments | | | | | | | | | | $ | 154,254 | | | $ | 152,259 | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
(1)Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash, except where PIK is shown.
(2)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(3)Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors' valuation process described elsewhere herein.
(4)We also held a portion of the senior secured loan in this portfolio company as of September 30, 2019.
(5)Loan was on non-accrual status as of September 30, 2019. As such, no interest is being earned on this investment.
(6)The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(8)Equity investment received as a result of the portfolio company's debt restructuring.
(9)Non-income producing.
As of September 30, 2019, we had commited to fund $175.0 million of LLC equity interest subscriptions to SLF. As of September 30, 2019, $74.9 million of our LLC equity interest commitment to SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $70.5 million of the Company's LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. Prior to the Purchase Agreement, for the three months ended December 31, 2019, we did not receive dividend income from the LLC equity interests in SLF. For the three and nine months ended June 30, 2019, we did not receive dividend income from the LLC equity interests in SLF.
For the three months ended December 31, 2019, we earned an annualized total return on our weighted average capital invested in SLF of 2.43%. For the three and nine months ended June 30, 2019, we earned an annualized total return on our weighted average capital invested in SLF of 6.3% and 3.4%, respectively. The annualized total return on weighted average capital invested is calculated by dividing total income earned on our investments in SLF by the combined daily average of our investments in the NAV of the SLF LLC equity interests.
Below is certain summarized financial information for SLF as of September 30, 2019, the three and nine months ended June 30, 2019, and the three months ended December 31, 2019:
| | | | | | | | | |
| | | As of September 30, 2019 |
| | (In thousands) | |
Selected Balance Sheet Information, at fair value | | | |
Investments, at fair value | | | $ | 152,259 | |
Cash and other assets | | | 8,759 | |
| | | |
Total assets | | | $ | 161,018 | |
Senior credit facility | | | $ | 75,581 | |
| | | |
| | | |
Other liabilities | | | 424 | |
Total liabilities | | | 76,005 | |
Members’ equity | | | 85,013 | |
Total liabilities and members' equity | | | $ | 161,018 | |
| | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | Three months ended June 30, | | | | Nine months ended June 30, |
| 2019 | | 2019 | | | | 2019 |
| (In thousands) | | | | | | |
Selected Statement of Operations Information: | | | | | | | |
Interest income | $ | 2,800 | | | $ | 3,217 | | | | | $ | 10,392 | |
Fee income | — | | | — | | | | | 9 | |
Total investment income | 2,800 | | | 3,217 | | | | | 10,401 | |
Interest and other debt financing expenses | 634 | | | 980 | | | | | 3,300 | |
Administrative service fee | 61 | | | 65 | | | | | 209 | |
Other expenses | (15) | | | 23 | | | | | 72 | |
Total expenses | 680 | | | 1,068 | | | | | 3,581 | |
Net investment income | 2,120 | | | 2,149 | | | | | 6,820 | |
Net realized gains (losses) on investments | — | | | — | | | | | (1,315) | |
Net change in unrealized appreciation (depreciation) on investments | (1,603) | | | (2,149) | | | | | (4,153) | |
Net increase (decrease) in members' equity | $ | 517 | | | $ | — | | | | | $ | 1,352 | |
GCIC Senior Loan Fund LLC:
Following the acquisition of GCIC SLF in the Merger on September 16, 2019 and through December 31, 2019, we co-invested with Aurora in senior secured loans through GCIC SLF. On January 1, 2020, we entered into the Purchase Agreement to purchase Aurora's LLC equity interests in GCIC SLF. As of January 1, 2020, we owned 100% of GCIC SLF and the assets and liabilities of GCIC SLF were consolidated into our financial statements and notes thereto for periods ending on or after January 1, 2020. Prior to our purchase of Aurora's LLC equity interests in GCIC SLF, GCIC SLF was capitalized as transactions were completed and all portfolio and investment decisions in respect of GCIC SLF were approved by the GCIC SLF investment committee consisting of two representatives of each of us and Aurora (with unanimous approval required from (i) one representative of each of us and Aurora or (ii) both representatives of each of us and Aurora).
As of September 30, 2019, we and Aurora owned 87.5% and 12.5%, respectively, of the LLC equity interests of GCIC SLF. Through December 31, 2019, GCIC SLF’s profits and losses were allocated to us and Aurora in accordance with our respective ownership interests.
As of September 30, 2019, GCIC SLF had the following commitments from its members (in the aggregate):
| | | | | | | | | | | | | | | | | | |
| | | | As of September 30, 2019 | | | | | | |
| | | | Committed | | Funded (1) | | | | |
| | | | (In thousands) | | | | | | |
| | | | | | | | | | |
LLC equity commitments | | | | $ | 125,000 | | | $ | 55,264 | | | | | |
Total | | | | $ | 125,000 | | | $ | 55,264 | | | | | |
(1)Funded LLC equity commitments are presented net of return of capital distributions subject to recall.
Effective January 1, 2020, the commitments to GCIC SLF were canceled in conjunction with the Purchase Agreement.
GCIC SLF entered into the GCIC SLF Credit Facility, which as of September 30, 2019 allowed GCIC SLF II to borrow up to $59.6 million at any one time outstanding, subject to leverage and borrowing base restrictions, and which bore interest at one-month LIBOR plus 2.05%. Effective January 1, 2020, we assumed, as a result of the Purchase Agreement, the GCIC SLF Credit Facility.
As of September 30, 2019, GCIC SLF had total assets at fair value of $116.2 million. As of September 30, 2019, GCIC SLF did not have any investments on non-accrual status. The portfolio companies in GCIC SLF are in industries and geographies similar to those in which we invest directly. Additionally, as of September 30, 2019, GCIC SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $7.0 million.
Below is a summary of GCIC SLF’s portfolio, followed by a listing of the individual investments in GCIC SLF’s portfolio as of September 30, 2019:
| | | | | | | | |
| | September 30, 2019 | | |
| | (Dollars in thousands) | | |
Senior secured loans (1) | | $ | 112,864 | | | |
Weighted average current interest rate on senior secured loans (2) | | 7.2 | % | | |
Number of borrowers in GCIC SLF | | 28 | | | |
Largest portfolio company investment (1) | | $ | 8,464 | | | |
Total of five largest portfolio company investments (1) | | $ | 34,273 | | | |
(1)At principal amount.
(2)Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal amount.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GCIC SLF Investment Portfolio as of September 30, 2019 | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) | | Fair Value(2) |
| | | | | | | | | | | (Dollars in thousands) | | |
| 1A Smart Start LLC(3) | | Electronic Equipment, Instruments & Components | | Senior loan | | 02/2022 | | 6.5 | | % | $ | 1,910 | | | $ | 1,910 | |
| Boot Barn, Inc.(3) | | Specialty Retail | | Senior loan | | 06/2023 | | 6.6 | | | 3,159 | | | 3,159 | |
| Brandmuscle, Inc.(3) | | Professional Services | | Senior loan | | 12/2021 | | N/A(4) | | — | | | — | |
| Brandmuscle, Inc.(3) | | Professional Services | | Senior loan | | 12/2021 | | 6.9 | | | 3,800 | | | 3,797 | |
| Captain D's, LLC(3) | | Food & Staples Retailing | | Senior loan | | 12/2023 | | 7.5 | | | 33 | | | 33 | |
| Captain D's, LLC(3) | | Food & Staples Retailing | | Senior loan | | 12/2023 | | 6.5 | | | 5,792 | | | 5,792 | |
| CLP Healthcare Services, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 7.4 | | | 2,007 | | | 2,007 | |
| CLP Healthcare Services, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 12/2020 | | 7.4 | | | 1,011 | | | 1,011 | |
| Community Veterinary Partners, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2021 | | N/A(4) | | — | | | — | |
| Community Veterinary Partners, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | | 2,053 | | | 2,053 | |
| Community Veterinary Partners, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | | 1,032 | | | 1,032 | |
| Community Veterinary Partners, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | | 40 | | | 40 | |
| Community Veterinary Partners, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2021 | | 7.5 | | | 58 | | | 58 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.5 | | | 121 | | | 99 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.4 | | | 1,128 | | | 1,061 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.4 | | | 581 | | | 546 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.4 | | | 88 | | | 83 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.4 | | | 2,806 | | | 2,638 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.5 | | | 7 | | | 6 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.4 | | | 84 | | | 79 | |
| Elite Sportswear, L.P.(3) | | Textiles, Apparel & Luxury Goods | | Senior loan | | 12/2021 | | 8.4 | | | 198 | | | 186 | |
| Flexan, LLC(3) | | Health Care Equipment & Supplies | | Senior loan | | 02/2020 | | 9.5 | | | 192 | | | 192 | |
| Flexan, LLC(3) | | Health Care Equipment & Supplies | | Senior loan | | 02/2020 | | 7.9 | | | 2,635 | | | 2,635 | |
| Flexan, LLC(3) | | Health Care Equipment & Supplies | | Senior loan | | 02/2020 | | 7.9 | | | 732 | | | 732 | |
| G & H Wire Company, Inc(3) | | Health Care Equipment & Supplies | | Senior loan | | 09/2023 | | 7.8 | | | 5,284 | | | 5,284 | |
| Gamma Technologies, LLC(3) | | IT Services | | Senior loan | | 06/2024 | | 7.3 | | | 4,334 | | | 4,334 | |
| III US Holdings, LLC(3) | | Software | | Senior loan | | 09/2022 | | 8.1 | | | 4,253 | | | 4,253 | |
| Jensen Hughes, Inc.(3) | | Building Products | | Senior loan | | 03/2024 | | 6.6 | | | 1,958 | | | 1,958 | |
| Jensen Hughes, Inc.(3) | | Building Products | | Senior loan | | 03/2024 | | 6.6 | | | 102 | | | 102 | |
| Jensen Hughes, Inc.(3) | | Building Products | | Senior loan | | 03/2024 | | 6.6 | | | 54 | | | 54 | |
| Mediaocean LLC(3) | | Software | | Senior loan | | 08/2020 | | N/A(4) | | — | | | — | |
| Mills Fleet Farm Group LLC(3) | | Multiline Retail | | Senior loan | | 10/2024 | | 8.3 | | | 5,955 | | | 5,657 | |
| NBC Intermediate, LLC (3) | | Food & Staples Retailing | | Senior loan | | 09/2023 | | N/A(4) | | — | | | — | |
| NBC Intermediate, LLC (3) | | Food & Staples Retailing | | Senior loan | | 09/2023 | | 6.5 | | | 2,565 | | | 2,565 | |
| Pasternack Enterprises, Inc. and Fairview Microwave, Inc(3) | | Electronic Equipment, Instruments & Components | | Senior loan | | 07/2025 | | 6.0 | | | 4,913 | | | 4,913 | |
| Polk Acquisition Corp.(3) | | Auto Components | | Senior loan | | 06/2022 | | 7.3 | | | 8,125 | | | 7,962 | |
| Polk Acquisition Corp.(3) | | Auto Components | | Senior loan | | 06/2022 | | 7.3 | | | 60 | | | 58 | |
| Polk Acquisition Corp.(3) | | Auto Components | | Senior loan | | 06/2022 | | 7.3 | | | 52 | | | 51 | |
| Pyramid Healthcare, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 9.2 | | | 68 | | | 68 | |
| Pyramid Healthcare, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 8.8 | | | 2,426 | | | 2,426 | |
| Pyramid Healthcare, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 8.8 | | | 147 | | | 147 | |
| Pyramid Healthcare, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 08/2020 | | 8.8 | | | 367 | | | 367 | |
| Reladyne, Inc.(3) | | Construction & Engineering | | Senior loan | | 07/2022 | | 7.3 | | | 5,909 | | | 5,909 | |
| Reladyne, Inc.(3) | | Construction & Engineering | | Senior loan | | 07/2022 | | 7.3 | | | 621 | | | 621 | |
| Reladyne, Inc.(3) | | Construction & Engineering | | Senior loan | | 07/2022 | | 7.3 | | | 1,152 | | | 1,152 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| GCIC SLF Investment Portfolio as of September 30, 2019 - (continued) | | | | | | | | | | | | |
| Portfolio Company | | Business Description | | Security Type | | Maturity Date | | Current Interest Rate(1) | | Principal ($) | | Fair Value(2) |
| | | | | | | | | | | (Dollars in thousands) | | |
| Reladyne, Inc.(3) | | Construction & Engineering | | Senior loan | | 07/2022 | | 7.3 | | % | $ | 537 | | | $ | 537 | |
| Reladyne, Inc.(3) | | Construction & Engineering | | Senior loan | | 07/2022 | | 7.3 | | | 245 | | | 245 | |
| RSC Acquisition, Inc.(3) | | Insurance | | Senior loan | | 11/2021 | | N/A(4) | | — | | | — | |
| RSC Acquisition, Inc.(3) | | Insurance | | Senior loan | | 11/2022 | | 6.4 | | | 3,255 | | | 3,255 | |
| Rubio's Restaurants, Inc(3) | | Food & Staples Retailing | | Senior loan | | 10/2019 | | 9.1 | | | 1,641 | | | 1,641 | |
| SEI, Inc.(3) | | IT Services | | Senior loan | | 07/2023 | | 6.8 | | | 4,154 | | | 4,154 | |
| SEI, Inc.(3) | | IT Services | | Senior loan | | 07/2023 | | N/A(4) | | — | | | — | |
| Self Esteem Brands, LLC(3) | | Hotels, Restaurants & Leisure | | Senior loan | | 02/2022 | | 6.3 | | | 5,445 | | | 5,445 | |
| Self Esteem Brands, LLC(3) | | Hotels, Restaurants & Leisure | | Senior loan | | 02/2022 | | 8.3 | | | 498 | | | 498 | |
| Summit Behavioral Healthcare, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2023 | | 6.9 | | | 100 | | | 94 | |
| Summit Behavioral Healthcare, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2023 | | 6.9 | | | 5,895 | | | 5,600 | |
| Summit Behavioral Healthcare, LLC(3) | | Health Care Providers & Services | | Senior loan | | 10/2023 | | 6.9 | | | 290 | | | 276 | |
| Teasdale Quality Foods, Inc.(3) | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | | 1,009 | | | 908 | |
| Teasdale Quality Foods, Inc.(3) | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | | 137 | | | 123 | |
| Teasdale Quality Foods, Inc.(3) | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | | 51 | | | 46 | |
| Teasdale Quality Foods, Inc.(3) | | Food Products | | Senior loan | | 10/2020 | | 7.9 | | | 791 | | | 712 | |
| Upstream Intermediate, LLC(3) | | Health Care Equipment & Supplies | | Senior loan | | 01/2024 | | 6.0 | | | 3,532 | | | 3,532 | |
| WHCG Management, LLC(3) | | Health Care Providers & Services | | Senior loan | | 03/2023 | | 8.1 | | | 2,158 | | | 2,158 | |
| WHCG Management, LLC(3) | | Health Care Providers & Services | | Senior loan | | 03/2023 | | N/A(4) | | — | | | — | |
| WIRB-Copernicus Group, Inc.(3) | | Health Care Providers & Services | | Senior loan | | 08/2022 | | 6.4 | | | 5,314 | | | 5,314 | |
| Total investments | | | | | | | | | | $ | 112,864 | | | $ | 111,568 | |
(1)Represents the weighted average annual current interest rate as of September 30, 2019. All interest rates are payable in cash.
(2)Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors' valuation process described elsewhere herein.
(3)We also hold a portion of the first lien senior secured loan in this portfolio company.
(4)The entire commitment was unfunded as of September 30, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
As of September 30, 2019, we had committed to fund $109.4 million of LLC equity interest subscriptions to GCIC SLF. As of September 30, 2019, $48.4 million of our LLC equity interest subscriptions to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. Immediately prior to the Purchase Agreement, $48.4 million of our LLC equity interest subscription to GCIC SLF had been called and contributed, net of return of capital distributions subject to recall. For the three months ended December 31, 2019, we received $1.9 million in dividend income from the GCIC SLF LLC equity interests.
For the three months ended December 31, 2019, we earned an annualized total return on our weighted average
capital invested in SLF of 10.1%. The annualized total return on weighted average capital invested was calculated by
dividing total income earned on our investments in GCIC SLF by the combined daily average of our investments in
the NAV of the GCIC SLF LLC equity interests.
See below for certain summarized financial information for GCIC SLF as of September 30, 2019 and for the three months ended December 31, 2019:
| | | | | | | | |
| | As of September 30, 2019 | | |
| | (In thousands) | | |
Selected Balance Sheet Information: | | | | |
Investments, at fair value | | $ | 111,568 | | | |
Cash and other assets | | 4,627 | | | |
| | | | |
Total assets | | $ | 116,195 | | | |
Senior credit facility | | $ | 59,559 | | | |
| | | | |
| | | | |
Other liabilities | | 341 | | | |
Total liabilities | | 59,900 | | | |
Members’ equity | | 56,295 | | | |
Total liabilities and members' equity | | $ | 116,195 | | | |
| | | | | | | | | | | | | |
| Three months ended December 31, 2019 | | | | | | | | |
| (In thousands) | | | | | | | | |
Selected Statement of Operations Information: | | | | | | | | | |
Interest income | $ | 2,081 | | | | | | | | | |
Total investment income | 2,081 | | | | | | | | | |
| | | | | | | | | |
Interest and other debt financing expense | 512 | | | | | | | | | |
Administrative service fee | 45 | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Other expenses | (24) | | | | | | | | | |
Total expenses | 533 | | | | | | | | | |
Net investment income | 1,548 | | | | | | | | | |
Net change in unrealized appreciation (depreciation) on investments | (108) | | | | | | | | | |
Net increase in members' equity | $ | 1,440 | | | | | | | | | |
Contractual Obligations and Off-Balance Sheet Arrangements
A summary of our significant contractual payment obligations as of June 30, 2020 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period (In thousands) | | | | | | | | |
| Total | | Less Than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | More Than 5 Years |
2014 Debt Securitization | $ | 80,527 | | | $ | — | | | $ | — | | | $ | — | | | $ | 80,527 | |
2018 Debt Securitization | 408,200 | | | — | | | — | | | — | | | 408,200 | |
2018 GCIC Debt Securitization | 541,926 | | | — | | | — | | | — | | | 541,926 | |
SBA debentures | 287,450 | | | — | | | 69,700 | | | 35,500 | | | 182,250 | |
WF Credit Facility | 214,358 | | | — | | | — | | | 214,358 | | | — | |
MS Credit Facility II | 325,831 | | | — | | | — | | | 325,831 | | | — | |
| | | | | | | | | |
DB Credit Facility | 150,280 | | | — | | | — | | | 150,280 | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Unfunded commitments(1) | 109,155 | | | 109,155 | | | — | | | — | | | — | |
Total contractual obligations | $ | 2,117,727 | | | $ | 109,155 | | | $ | 69,700 | | | $ | 725,969 | | | $ | 1,212,903 | |
(1)Unfunded commitments represent unfunded commitments to fund investments as of June 30, 2020 and includes $28.3 million of commitments on undrawn revolvers. These amounts may or may not be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but we are showing this amount in the less than one year category as this entire amount was eligible for funding to the borrowers as of June 30, 2020, subject to the terms of each loan’s respective credit agreement.
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments include commitments to extend credit and
involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 2020, we had outstanding commitments to fund investments totaling $109.2 million.
We have certain contracts under which we have material future commitments. We have entered into the Investment Advisory Agreement with GC Advisors in accordance with the 1940 Act. Under the Investment Advisory Agreement, GC Advisors provides us with investment advisory and management services.
Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. The Administrator also provides on our behalf managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we receive under our Investment Advisory Agreement and our Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.
Distributions
We intend to make quarterly distributions to our stockholders as determined by our board of directors. For additional details on distributions, see “Income taxes” in Note 2 to our consolidated financial statements.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, the asset coverage requirements applicable to us as a business development company under the 1940 Act could limit our ability to make distributions. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations can differ from net investment income and realized gains recognized for financial reporting purposes. Differences are permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
To the extent our taxable earnings fall below the total amount of our distributions for any tax year, a portion of those distributions could be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders could be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We entered into the Investment Advisory Agreement with GC Advisors. Mr. Lawrence Golub, our chairman, is a manager of GC Advisors, and Mr. David Golub, our chief executive officer, is a manager of GC Advisors, and each of Messrs. Lawrence Golub and David Golub owns an indirect pecuniary interest in GC Advisors.
•Golub Capital LLC provides, and other affiliates of Golub Capital have historically provided, us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.
•We have entered into a license agreement with Golub Capital LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.”
•Under a staffing agreement, or the Staffing Agreement, Golub Capital LLC has agreed to provide GC Advisors with the resources necessary to fulfill its obligations under the Investment Advisory Agreement. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee will serve in such capacity. Services under the Staffing Agreement are provided on a direct cost reimbursement basis. We are not a party to the Staffing Agreement.
•GC Advisors serves as collateral manager to the 2014 Issuer, the 2018 Issuer, and the GCIC 2018 Issuer under the 2014 Collateral Management Agreement, the 2018 Collateral Management Agreement, and the GCIC 2018 Collateral Management Agreement, respectively. Fees payable to GC Advisors for providing these services offset against the base management fee payable by us under the Investment Advisory Agreement.
•We have entered into the Adviser Revolver with GC Advisors in order to have the ability to borrow funds on a short-term basis.
•During the first two quarters of calendar year 2020, the Golub Capital Employee Grant Program Rabbi Trust, or the Trust, purchased approximately $11.3 million, or 1,194,407 shares, of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. During calendar year 2019, the Trust purchased approximately $47.4 million, or 2,609,558 shares, of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital.
•On September 16, 2019, we completed our acquisition of GCIC pursuant to the Merger Agreement.
•On January 1, 2020, we purchased the equity interests held by RGA and Aurora in the Senior Loans Funds pursuant to the Purchase Agreement.
•In the transferable rights offering completed on May 15, 2020, 3,191,448 shares were purchased by affiliates of GC Advisors.
GC Advisors also sponsors or manages, and expects in the future to sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as “accounts”) that have investment mandates that are similar, in whole and in part, with ours. For example, GC Advisors presently serves as the investment adviser to Golub Capital BDC 3, Inc., an unlisted business development company that primarily focuses on investing in one stop and other senior secured loans. In addition, our officers and directors serve in similar capacity for Golub Capital BDC 3, Inc. If GC Advisors and its affiliates determine that an investment is appropriate for us and for Golub Capital BDC 3, Inc., and other accounts, depending on the availability of such investment and other appropriate factors, and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates could determine that we should invest side-by-side with one or more other accounts. We do not intend to make any investments if they are not permitted by
applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with GC Advisors’ allocation procedures.
In addition, we have adopted a formal code of ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the General Corporation Law of the State of Delaware.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.
Fair Value Measurements
We value investments for which market quotations are readily available at their market quotations. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith by our board of directors under our valuation policy and process.
Valuation methods include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. The factors that are taken into account in fair value pricing investments include: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments can differ significantly from the values that would have been used had a readily available market value existed for such investments and differ materially from values that are ultimately received or settled.
Our board of directors is ultimately and solely responsible for determining, in good faith, the fair value of investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value determination.
With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our quarterly valuation process begins with each portfolio company investment being initially valued by the investment professionals of GC Advisors responsible for credit monitoring. Preliminary valuation conclusions are then documented and discussed with our senior management and GC Advisors. The audit committee of our board of directors reviews these preliminary valuations. At least once annually the valuation for each portfolio investment, subject to a de minimis threshold, is reviewed by an independent valuation firm. The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.
Determination of fair values involves subjective judgments and estimates. Under current accounting standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.
We follow ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation
models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or liability. We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three and nine months ended June 30, 2020 and 2019. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Valuation of Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by our board of directors, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. As of June 30, 2020 and September 30, 2019, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments), forward currency contracts (Level 2 investments) and investments measured at fair value using the NAV, all investments were valued using Level 3 inputs of the fair value hierarchy.
When determining fair value of Level 3 debt and equity investments, we may take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. A portfolio company’s EBITDA may include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that we and others may be willing to pay.
Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize significantly less than the value at which such investment had previously been recorded.
Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
Valuation of Other Financial Assets and Liabilities
Fair value of our debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
Revenue Recognition:
Our revenue recognition policies are as follows:
Investments and Related Investment Income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments. Premiums, discounts, and origination fees are amortized or accreted into interest income over the life of the respective debt investment. For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not likely to be collectible. In addition, we may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans and record these fees as fee income when received. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from LLC and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
We account for investment transactions on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in fair value of investments from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in our Consolidated Statements of Operations.
Non-accrual: Loans may be left on accrual status during the period we are pursuing repayment of the loan. Management reviews all loans that become past due 90 days or more on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. We restore non-accrual loans to accrual status when past due principal and interest is paid and, in our management’s judgment, are likely to remain current. The total fair value of our non-accrual loans was $81.7 million and $13.7 million as of June 30, 2020 and September 30, 2019, respectively.
Income taxes: We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders, which will generally relieve us from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next tax year. We may then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For each of the three and nine months ended June 30, 2020 and 2019, we did not incur any U.S federal excise tax.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification may result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a quarterly basis. The loans that are subject to the floating LIBOR are also subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of June 30, 2020 and September 30, 2019, the weighted average LIBOR floor on the loans subject to floating interest rates were 0.95% and 1.01%, respectively. The Class A-1-R, A-2-R and B-R 2014 Notes issued in connection with the refinancing of the 2014 Debt Securitization have floating rate interest provisions based on the three-month LIBOR that reset quarterly, as do the Class A, B and C-1 2018 Notes issued as part of the 2018 Debt Securitization and Class A-1 and B-1 GCIC 2018 Notes as issued as part of the GCIC 2018 Debt Securitization. The DB Credit Facility has an interest rate equal to three-month LIBOR. Finally, the MS Credit Facility II and the WF Credit Facility each have a floating interest rate provision primarily based on one-month LIBOR. We expect that other credit facilities into which we enter in the future may have floating interest rate provisions.
In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR.
Assuming that the interim and unaudited Consolidated Statement of Financial Condition as of June 30, 2020 were to remain constant and that we took no actions to alter interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
| | | | | | | | | | | | | | | | | | | | |
Change in interest rates | | Increase (decrease) in interest income | | Increase (decrease) in interest expense | | Net increase (decrease) in investment income |
| | (In thousands) | | | | |
Down 25 basis points | | $ | (59) | | | $ | (4,207) | | | $ | 4,148 | |
Up 50 basis points | | 119 | | | 8,413 | | | (8,294) | |
Up 100 basis points | | 11,991 | | | 16,826 | | | (4,835) | |
Up 150 basis points | | 31,744 | | | 25,239 | | | 6,505 | |
Up 200 basis points | | 51,569 | | | 33,652 | | | 17,917 | |
Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of June 30, 2020, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowings under the Debt Securitizations, the MS Credit Facility II, the DB Credit Facility, the WF Credit Facility, Adviser Revolver, or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.
We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.
Item 4. Controls and Procedures.
As of June 30, 2020 (the end of the period covered by this report), management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Part II - Other Information
Item 1: Legal Proceedings.
We, GC Advisors and Golub Capital LLC may, from time to time, be involved in legal and regulatory proceedings arising out of our respective operations in the normal course of business or otherwise. While there can be no assurance of the ultimate disposition of any such proceedings, each of us, GC Advisors and Golub Capital LLC do not believe it is currently subject to any material legal proceedings.
Item 1A: Risk Factors.
There have been no material changes during the nine months ended June 30, 2020 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2019 except as set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3: Defaults Upon Senior Securities.
None.
Item 4: Mine Safety Disclosures
None.
Item 5: Other Information.
None.
Item 6: Exhibits.
EXHIBIT INDEX
| | | | | | | | | | | |
| | | |
Number | | Description | |
| | | |
| | Fifth Amendment to Loan and Servicing Agreement, dated as of June 18, 2020, by and among Golub Capital BDC Funding II LLC, as the borrower, Golub Capital BDC., Inc., as the originator and as the servicer, Morgan Stanley Senior Funding, Inc., as the administrative agent; and Morgan Stanley Bank, N.A., as the lender (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 814-00794), filed June 19, 2020). | |
| | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* | |
| | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* | |
| | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
_________________
* Filed herewith
SIGNATURES
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 thereunto duly authorized.
| | | | | | | | |
| Golub Capital BDC, Inc. | |
| | |
Dated: August 7, 2020 | By | /s/ David B. Golub |
| | David B. Golub |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Dated: August 7, 2020 | By | /s/ Ross A. Teune |
| | Ross A. Teune |
| | Chief Financial Officer |
| | (Principal Accounting and Financial Officer) |