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Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 3, 2021, in
connection with a previously announced public offering, Golub Capital BDC, Inc. (the “Company”) and U.S. Bank National Association,
as trustee (the “Trustee”), entered into a Third Supplemental Indenture, which supplements an Indenture, dated October 2,
2020, between the Company and the Trustee (as amended and supplemented from time to time, the “Base Indenture”), dated August
3, 2021, between the Company and the Trustee (the “Third Supplemental Indenture” and together with the Base Indenture, the
“Indenture”). The Third Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal
amount of its 2.050% Notes due 2027 (the “Notes”).
The Company expects to
use the net proceeds of this offering primarily to initially repay outstanding indebtedness, including to redeem all of the outstanding
indebtedness under the debt securities in which Golub Capital BDC CLO 4 LLC, the Company’s indirect subsidiary, issued notes, and
repay a portion of the outstanding indebtedness under the Company’s revolving credit facilities. The Company may reborrow under
its revolving credit facilities for general corporate purposes, which may include repaying some or all of the debentures issued by the
Company’s small business investment company subsidiary and investing in portfolio companies in accordance with the Company’s
investment strategy.
The Notes mature on February
15, 2027 (the “Maturity Date”), unless previously redeemed or repurchased in accordance with their terms. The Notes bear interest
at a rate of 2.050% per year payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2022.
The Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s future
indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the Notes; equal in right of payment
to the Company’s existing and future indebtedness or other obligations that are not so subordinated or junior; effectively junior
to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures)
to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and
other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
At any time or from time
to time, the Company may redeem some or all of the Notes at a redemption price equal to the greater of (1) 100% of the principal amount
of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive
of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed through January 15, 2027 (the date falling one month
prior to the maturity date of the Notes), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if
any, to, but excluding, the redemption date; provided, however, that if the Company redeems any Notes on or after January 15, 2027 (the
date falling one month prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal
amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund
is provided for the Notes. In addition, if a change of control repurchase event (as defined in the Third Supplemental Indenture) occurs
in respect of the Company, holders of the Notes may require the Company to repurchase for cash some or all of their Notes at a repurchase
price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but not including, the
repurchase date.
The Indenture contains
certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2)
of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect to any exemptive relief granted to the
Company by the Securities and Exchange Commission (the “SEC”) and to provide financial information to the holders of the Notes
and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as
amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.
The Notes were offered
and sold pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-232387) previously filed with
the SEC, as supplemented by a preliminary prospectus supplement dated July 27, 2021, a final prospectus supplement dated July 27, 2021
and the pricing term sheet filed with the SEC on July 27, 2021. This Current Report on Form 8-K shall not constitute an offer to sell
or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or other jurisdiction. The transaction closed on August 3, 2021.
The description above
is only a summary of the material provisions of the Indenture and the Notes and is qualified in its entirety by reference to copies of
the Indenture and the Notes, respectively, each filed or incorporated by reference as exhibits to this Current Report on Form 8-K and
incorporated by reference herein.