GOLUB CAPITAL BDC, Inc. (Form: 8-K, Received: 10/31/2019 06:03:02)

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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): October 28, 2019

GOLUB CAPITAL BDC, INC.

(Exact name of Registrant as Specified in Its Charter)

__ 666 Fifth Avenue, 18th Floor, New York, NY 10103_ _

(Address of Principal Executive Offices) (Zip Code)

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

____ ____

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GBDC	The Nasdaq Global Select Market

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

Emerging growth company o

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

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



Item 1.01.	Entry into a Material Definitive Agreement.

On October 28, 2019, Golub Capital BDC, Inc. (the “Company”) entered into an amendment (the “GC Advisors Revolver Amendment”) to the amended and restated revolving loan agreement dated as of June 21, 2019, governing the unsecured revolving credit facility (as amended, “GC Advisors Revolver”) with GC Advisors LLC (“GC Advisors”), the Company’s investment adviser, as the lender. The GC Advisors Revolver Amendment was effective as of October 28, 2019.

The GC Advisors Revolver Amendment increases the borrowing capacity under the GC Advisors Revolver from $40.0 million to $100.0 million. The other material terms of the GC Advisors Revolver were unchanged.

The description above is only a summary of the material provisions of the GC Advisors Revolver Amendment and is qualified in its entirety by reference to a copy of the GC Advisors Revolver Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.



Item 1.02.	Termination of a Material Definitive Agreement.

In connection with the GC Advisors Revolver Amendment, on October 28, 2019, the Company terminated the revolving loan agreement initially entered into on February 3, 2015 by Golub Capital Investment Corporation (“GCIC”) with GC Advisors as the lender, which, as amended, provided for a borrowing capacity of up to $40.0 million and which the Company assumed as successor by merger to GCIC effective as of September 16, 2019.



Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

The information contained in Item 1.01 of this current report on Form 8-K is incorporated by reference in this Item 2.03.



Item 9.01.	Financial Statements and Exhibits.



(d)	Exhibits.
10.1	First Amendment to Amended and Restated Revolving Loan Agreement, dated as of October 28, 2019, by and among Golub Capital BDC, Inc., as the borrower, and GC Advisors LLC, as the lender.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		GOLUB CAPITAL BDC, INC.

Date: October 31, 2019		By: /s/ Ross A. Teune
		Name: Ross A. Teune
		Title: Chief Financial Officer

FIRST AMENDMENT TO

AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

This FIRST AMENDMENT (the “Amendment”) to the Amended and Restated Revolving Loan Agreement, dated as of June 21, 2019 (as amended to date, the “Agreement”), by and between Golub Capital BDC, Inc. (the “Borrower”) and GC Advisors LLC (the “Lender”), is hereby made as of October 28, 2019.

RECITALS

WHEREAS, Borrower and Lender desire to amend the Agreement to increase the commitment;

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. Amendment to the Commitment.

(a) The definition of “Commitment” in Section 1 of the Agreement is hereby amended by deleting the amount “$40,000,000” and inserting the amount “$100,000,000” in lieu thereof.

(b) Exhibit A of the Agreement is hereby amended in its entirety as set forth on the pages attached as Appendix A hereto.

2. Full Force and Effect. Other than as specifically set forth in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

4. Counterparts. This Amendment may be signed in two counterparts, each of which shall constitute an original but both of which when taken together shall constitute but one agreement.

[Signature page follows]

IN WITNESS WHEREOF, the Borrower and Lender have caused this Amendment to be duly executed by their duly authorized officers, all as of the date first set forth above.

BORROWER:

GOLUB CAPITAL BDC, INC.

By: /S/ David B. Golub

Name: David B. Golub

Title: Chief Executive Officer

LENDER:

GC ADVISORS LLC

By: /S/ David B. Golub

Name: David B. Golub

Title: President

Appendix A

EXHIBIT A

PROMISSORY NOTE

October 28, 2019

U.S. $100,000,000

FOR VALUE RECEIVED, Golub Capital BDC, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of GC Advisors LLC, a Delaware limited liability company (the “Lender”), the principal amount equal to the aggregate unpaid principal amount advanced to the Borrower by the Lender under the Loan Agreement referred to below (the “Loans”) as set forth from time to time on the grid attached hereto, or on a continuation thereof (collectively, the “Grid”) (such amount not to exceed One Hundred Million Dollars (U.S. $100,000,000)), with interest accrued on the Loans as provided in the Loan Agreement on the dates and in the amounts specified in the Loan Agreement. All payments due to the Lender hereunder shall be made to the Lender at the place, in the type of funds and in the matter specified in the Loan Agreement.

The holder hereof is authorized to endorse on the Grid, the principal amount of each Loan and each payment or prepayment with respect thereto.

Presentation, demand, protest, notice of dishonor and notice of intent to accelerate are hereby waived by the Borrower. No delay or omission by the Lender in exercising its rights under this Note shall operate as a waiver of such rights, nor shall the exercise of any right with respect to this Note waive or preclude the later exercise of such right or any other right.

This Note evidences the Loans made under, and is entitled to the benefits of, the Revolving Loan Agreement, dated as of the date hereof, by and between the Borrower and the Lender, as the same may be amended from time to time (the “Loan Agreement”). Reference is made to the Loan Agreement for provisions relating to the prepayment and the acceleration of the maturity hereof.

This Note shall be governed by and construed in accordance with the laws of the State of New York.

GOLUB CAPITAL BDC, INC.

By: /S/ David B. Golub

Name: David B. Golub

Title: Chief Executive Officer

GRID

PROMISSORY NOTE



Date	Amount of Loan	Principal Paid or Prepaid	Unpaid Principal Amount of Note	Notation Made By

TERMINATION OF REVOLVING LOAN AGREEMENT

October 28, 2019

Reference is made to that certain revolving loan agreement (the “Revolving Loan Agreement”) dated as of February 3, 2015, by and between Golub Capital BDC, Inc. (“GBDC”), as successor by merger to Golub Capital Investment Corporation (the “GCIC”), and GC Advisors LLC (“GC Advisors”). Capitalized terms used but not defined herein shall have the meaning set forth in the Revolving Loan Agreement.

GBDC and GC Advisors hereby mutually agree to terminate the Revolving Loan Agreement. GBDC and GC Advisors hereby waive any requirement of written notice prior to such termination. All sums due and payable under the Revolving Loan Agreement (including, without limitation, the outstanding principal amount of Loans and all accrued but unpaid interest) have been paid or caused to be paid by GBDC to GC Advisors and no other amounts are scheduled to be due and payable by GBDC to GC Advisors. Such termination shall terminate all liability under the Revolving Loan Agreement on the part of GBDC and GC Advisors.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this termination, in one or more counterparts, as of the date first written above.

GOLUB CAPITAL BDC, INC.

By: /S/ David B. Golub

Name: David B. Golub

Title: Chief Executive Officer

GC ADVISORS LLC

By: /S/ David B. Golub

Name: David B. Golub

Title: President