GOLUB CAPITAL INVESTMENT Corp (Form: 8-K, Received: 06/03/2019 17:28:34)

(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): May 29, 2019

Golub Capital Investment Corporation

(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))

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 þ

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. þ



Item 1.01.	Entry into a Material Definitive Agreement.

On May 29, 2019, GCIC Funding LLC (“GCIC Funding”), a wholly-owned subsidiary of Golub Capital Investment Corporation (the “Company”), entered into an amendment (the “Credit Facility Amendment”) to the document governing the amended and restated senior secured revolving credit facility (as amended, the “Credit Facility”) by and among GCIC Funding, as the borrower, the Company, as the transferor, GC Advisors LLC, as the servicer, certain institutional lenders, and Wells Fargo Bank, N.A., as the swingline lender, collateral agent, account bank, collateral custodian, and administrative agent. The Credit Facility Amendment was effective as of May 29, 2019.

The Credit Facility Amendment increased the borrowing capacity from $200 million to $300 million. The other material terms of the Credit Facility were unchanged.

As previously disclosed, the Credit Facility is secured by all of the assets held by GCIC Funding. Both the Company 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 Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended (the “1940 Act”). In accordance with the 1940 Act, with certain limited exceptions, the Company is currently allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing.

The description above is only a summary of the material provisions of the Credit Facility and is qualified in its entirety by reference to a copy of the Credit Facility Amendment, which 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	Eighth Amendment to Amended and Restated Loan and Servicing Agreement, dated as of May 29, 2019, by and among GCIC Funding LLC, as the borrower; GC Advisors LLC, as the servicer; Golub Capital Investment Corporation, as the transferor; the institutional lenders identified on the signature pages thereto; Wells Fargo Bank, N.A., as the swingline lender, collateral agent, account bank, collateral custodian, and administrative agent.

SIGNATURES

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



		GOLUB CAPITAL INVESTMENT CORPORATION

Date: June 3, 2019		By: /s/ Ross A. Teune
		Name: Ross A. Teune
		Title: Chief Financial Officer

EXECUTION VERSION

EIGHTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT
(GCIC Funding LLC)

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT dated as of May 29, 2019 (this “ Amendment ”), is entered into by and among GCIC FUNDING LLC, as the Borrower (the “ Borrower ”), GC ADVISORS LLC, as the Servicer, GOLUB CAPITAL INVESTMENT CORPORATION, as the Transferor, the Institutional Lenders identified on the signature pages hereto, WELLS FARGO BANK, N.A., as the Swingline Lender, WELLS FARGO BANK, N.A., as the Collateral Agent, the Account Bank and the Collateral Custodian, and WELLS FARGO BANK, N.A., as the Administrative Agent (in such capacity, the “ Administrative Agent ”).

R E C I T A L S

WHEREAS, the above‑named parties have entered into that certain Amended and Restated Loan and Servicing Agreement, dated as of May 13, 2015, (as amended, supplemented or otherwise modified from time to time, the “ Agreement ”), by and among the Borrower, the Transferor, the Servicer, each of the Conduit Lenders and Institutional Lenders from time to time party thereto, each of the Lender Agents from time to time party thereto, the Swingline Lender, and the Collateral Agent, the Account Bank and the Collateral Custodian;

WHEREAS, pursuant to and in accordance with Section 11.01 of the Agreement, the parties hereto desire to amend the Agreement in certain respects as provided herein;

NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions .

Each capitalized term used but not defined herein has the meaning ascribed thereto in the Agreement.

SECTION 2. Amendments to Loan and Servicing Agreement.

(a) The definition of “Eighth Amendment Date” is hereby inserted in Section 1.01 of the Agreement with the meaning “May 29, 2019.”

(b) The definition of “Facility Amount” in Section 1.01 of the Agreement is hereby amended by deleting the amount “$200,000,000” and inserting the amount “$300,000,000” in lieu thereof.

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“(d) Financial Statements . The Servicer will submit to the Administrative Agent, each Lender Agent and the Collateral Agent, (i) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Golub Capital Investment Corporation (excluding the fiscal quarter ending on the date specified in clause (ii) ), consolidated unaudited financial statements of Golub Capital Investment Corporation for the most recent fiscal quarter and (ii) within 90 days after the end of each fiscal year of (x) Golub Capital Investment Corporation, consolidated audited financial statements of Golub Capital Investment Corporation, audited by a firm of nationally recognized independent public accountants, as of the end of such fiscal year and (y) the Borrower, unaudited financial statements of the Borrower as of the end of such fiscal year.”

(d) Annex A of the Agreement is hereby amended by deleting the amount “$200,000,000” where it appears and inserting the amount “$300,000,000” in lieu thereof.

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

SECTION 3. Agreement in Full Force and Effect as Amended .

Except as specifically amended hereby, all provisions of the Agreement shall remain in full force and effect. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Agreement other than as expressly set forth herein and shall not constitute a novation of the Agreement.

SECTION 4. Representations and Warranties .

The Borrower hereby represents and warrants as of the date of this Amendment as follows:

(a) this Amendment has been duly executed and delivered by it;

(b) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity; and

(c) there is no Event of Default, Unmatured Event of Default, or Servicer Termination Event that is continuing or would result from entering into this Amendment.

SECTION 5. Conditions to Effectiveness .

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The effectiveness of this Amendment is subject to receipt by the Administrative Agent and the Lenders of:

(a) executed counterparts (or other evidence of execution, including facsimile or other electronic signatures, satisfactory to the Administrative Agent) of this Amendment and the fee letters related thereto;

(b) the legal opinions of Dechert LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent covering such matters as the Administrative Agent may reasonably request;

(c) a good standing certificate of the Borrower from its jurisdiction of formation and a certified copy of the resolutions of the Borrower approving this Amendment and the transactions contemplated hereby;

(d) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;

(e) delivery and execution of the Joinder Supplement in respect of Wells Fargo Bank, N.A. and any ancillary documents related thereto;; and

(f) the fees specified in the fee letters.

SECTION 6. Miscellaneous .

(a) This Amendment may be executed in any number of counterparts (including by facsimile or other electronic method), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

(b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

(d) The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment.

(e) Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

(f) This Amendment represents the final agreement between the parties only with respect to the subject matter expressly covered hereby and may not be contradicted by evidence

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of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.

(g) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF , the undersigned have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.



BORROWER:	GCIC FUNDING LLC By: Golub Capital Investment Corporation, its designated manager
	By: /s/ Ross A. Teune Name: Ross A. Teune Title: Chief Financial Officer
THE SERVICER:	GC ADVISORS LLC
	By: /s/ Joshua M. Levinson Name: Joshua M. Levinson Title: Co-General Counsel and Chief Compliance Officer
THE TRANSFEROR:	GOLUB CAPITAL INVESTMENT CORPORATION
	By: /s/ Ross A. Teune Name: Ross A. Teune Title: Chief Financial Officer
THE COLLATERAL AGENT, ACCOUNT BANK AND COLLATERAL CUSTODIAN:	WELLS FARGO BANK, N.A.
	By: /s/ Rupinder Suri Name: Rupinder Suri Title: Vice President

[Signatures Continue on the Following Page]

S-1 Eighth Amendment to A&R LSA ( GCIC )



ADMINISTRATIVE AGENT:	WELLS FARGO BANK, N.A.
	By: /s/ Beale Pope Name: Beale Pope Title: Director
INSTITUTIONAL AND SWINGLINE LENDER:	WELLS FARGO BANK, N.A.
	By: /s/ Beale Pope Name: Beale Pope Title: Director

S-2 Eighth Amendment to A&R LSA ( GCIC )

APPENDIX A

ANNEX B

Scale of select defined terms based on Facility Amount



Facility Amount	$	175,000,000	$200,000,000	$	225,000,000	$	250,000,000	$	275,000,000	$	300,000,000	$	350,000,000	$	370,000,000	$	375,000,000	$	400,000,000	$	450,000,000	$	500,000,000
Minimum Equity Amount - clause (i)	27,000,000		$30,750,000	34,500,000		38,000,000		42,500,000		46,000,000		53,500,000		56,500,000		57,000,000		61,500,000		69,000,000		76,000,000
Adjusted Borrowing Value (Obligor Limits)
Largest three Obligors	10,500,000		$12,000,000	13,500,000		15,000,000		16,500,000		18,000,000		21,000,000		22,200,000		22,500,000		24,000,000		27,000,000		30,000,000
All other Obligors	8,750,000		$10,000,000	11,250,000		12,500,000		13,750,000		15,000,000		17,500,000		18,500,000		18,750,000		20,000,000		22,500,000		25,000,000

*Certain defined terms in this Agreement will be adjusted based on the Facility Amount then in effect as specified above. For the avoidance of doubt, the $300,000,000 column in Annex B will apply on the Eighth Amendment Date and, on any subsequent date of determination, the scale will vary depending on the Facility Amount then in effect (including, prior to the earlier to occur of the end of the Reinvestment Period, in respect of any decrease of the Facility Amount as a result of an optional prepayment of this Agreement). In the event that the Facility Amount is equal to a number that is not reflected above, then the column used to determine the scale of the defined terms shall be the next lowest “Facility Amount” number (i.e., if the Facility Amount is equal to $435,000,000, then the column where the Facility Amount is equal to $400,000,000 will be used for purposes of determining the scale of the defined terms); provided that, upon any increase to the Facility Amount (but where the Facility Amount is not reflected above) the Administrative Agent and the Required Lenders, in their sole discretion, may determine that the column used to determine the scale of the defined terms shall be the next highest “Facility Amount” number. The Borrower, or the Servicer on its behalf, may at any time request revisions to this Annex B , which revisions will be subject to the prior written approval of the Administrative Agent and the Required Lenders.