UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 6, 2022
GOLUB CAPITAL BDC 3, INC.
(Exact name of Registrant as Specified in Its Charter)
| MARYLAND | 814-01244 | 82-2375481 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 200 Park Avenue, 25th Floor, New York, New York | 10166 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 750-6060
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. x
| Item 1.01. | Entry into a Material Definitive Agreement |
Golub Capital BDC 3, Inc. (the “Company”), together with GBDC 3 Funding II LLC, a wholly owned subsidiary of the Company (“GBDC 3 Funding II”), as borrowers, provided written notice (the “Commitment Reduction Notice”) to Signature Bank (“SB”) of their intent to reduce the maximum borrowings permitted under the revolving credit agreement (as amended, the “SB Revolver”) with SB, as administrative agent and a lender, to $100 million from $150 million at any one time outstanding, subject to leverage and borrowing base restrictions. The other terms of the SB Revolver were not changed. Such reduction in the maximum permitted borrowings under the SB Revolver pursuant to the Commitment Reduction Notice will be effective as of September 13, 2022.
The Commitment Reduction Notice is filed as Exhibit 10.1 to this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Letter Re: Reduction of Commitment from Golub Capital BDC 3, Inc. and GBDC 3 Funding II LLC to Signature Bank, dated as of September 6, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC 3, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Golub Capital BDC 3, Inc. | ||
| Date: September 8, 2022 | By: | /s/ Christopher C. Ericson |
| Name: | Christopher C. Ericson | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
September 6, 2022
Signature Bank
2 Penn Plaza, Suite 1712
New York, New York 10121
Attention: Trevor Freeman
Telephone: (646) 968-4337
Email: trfreeman@signatureny.com
RE: Voluntary Reduction of Commitment
Reference is made to that certain Revolving Credit and Security Agreement dated as of February 4, 2019, by and among (a) GOLUB CAPITAL BDC 3, INC., a Maryland corporation, as borrower (the “Borrower”), (b) the other borrowers from time to time party thereto, (c) SIGNATURE BANK, as Administrative Agent (in such capacity, “Administrative Agent”) and a Lender, and (d) the other Lenders from time to time party thereto (as the same may be modified, amended, or restated from time to time, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Pursuant to Section 3.5 of the Revolving Credit and Security Agreement, please accept this letter as written notice to reduce the Maximum Commitment from $150,000,000 to $100,000,000. Please note that this reduction shall be made effective on September 13th, 2022, or upon such earlier date as agreed to by the Administrative Agent in writing.
If you have any questions, please contact Tim Stroud at (704) 605-7831. Thank you.
| BORROWERS: | ||
| GOLUB CAPITAL BDC 3, INC., a Maryland corporation | ||
| By: | /s/ Christopher C. Ericson | |
| Name: Christopher C. Ericson | ||
| Title: Authorized Signatory | ||
| GBDC 3 FUNDING LLC, a Delaware limited liability company | ||
| By: | Golub Capital BDC 3, Inc., its sole member | |
| By: | /s/ Christopher C. Ericson | |
| Name: Christopher C. Ericson | ||
| Title: Chief Financial Officer | ||