Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 11, 2021 (the “Effective
Date”), Golub Capital BDC, Inc. (the “Company”) entered into a senior secured revolving credit facility
(the “JPM Credit Facility”) with the Company, as borrower, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative
agent and as collateral agent, and the lenders party thereto.
Under the JPM Credit Facility, the lenders
have agreed to extend credit to the Company in an initial aggregate amount of up to $475 million in U.S. dollars and certain agreed
upon foreign currencies with an option for the Company to request, at one or more times, that existing and/or new lenders, at their
election, provide up to $237.5 million of additional commitments. The JPM Credit Facility provides for the issuance of letters
of credit in an initial aggregate face amount of up to $23.75 million, subject to increase or reduction from time to time pursuant
to the terms of the JPM Credit Facility.
Availability under the JPM Credit Facility
(the “Revolving Period”) will terminate on February 11, 2025 (the “Revolver Termination Date”), and
the JPM Credit Facility also requires mandatory prepayment of interest and principal upon certain events during the term-out period
commencing on the Revolver Termination Date.
Borrowings under the JPM Credit Facility
are subject to compliance with a borrowing base test. Interest under the JPM Credit Facility for (i) loans for which the Company
elects the base rate option, (A) if the value of the gross borrowing base is equal to or greater than 1.60 times the aggregate
amount of certain outstanding indebtedness of the Company, or the “Combined Debt Amount,” is payable at an “alternate
base rate” (which is the greatest of (a) the prime rate as last quoted by The Wall Street Journal, (b) the sum
of (x) the greater of (I) the federal funds effective rate and (II) the overnight bank funding rate plus (y) 0.5%,
and (c) one month LIBOR plus 1% per annum) plus 0.75% and, (B) if the value of the gross borrowing base is less
than 1.60 times the Combined Debt Amount, the alternate base rate plus 0.875%; and (ii) loans for which the Company elects
the Eurocurrency option (A) if the value of the gross borrowing base is equal to or greater than 1.60 times the Combined Debt
Amount, is payable at a rate equal to LIBOR plus 1.75% and (B) if the value of the gross borrowing base is less than 1.60
times the Combined Debt Amount, is payable at a rate equal to LIBOR plus 1.875%. The Company will pay a commitment fee of 0.375%
per annum on the daily unused portion of commitments under the JPM Credit Facility during the Revolving Period. The Company also
will be required to pay letter of credit participation fees and a fronting fee on the daily amount of any lender’s exposure
with respect to any letters of credit issued at the request of the Company under the JPM Credit Facility.
In connection with the JPM Credit Facility,
the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements
and other customary requirements for similar credit facilities. In addition, the Company must comply with the following financial
covenants: (a) the Company must maintain a minimum stockholders’ equity, measured as of each fiscal quarter end; and
(b) the Company must maintain at all times a 150% asset coverage ratio.
The JPM Credit Facility contains events
of default customary for facilities of this type. Upon the occurrence of an event of default, JPMorgan, at the instruction of the
lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the JPM Credit Facility
immediately due and payable.
The JPM Credit Facility is secured by a
first priority security interest in substantially all of the assets of the Company and certain of the Company’s subsidiaries
thereunder.
The description above is only a summary of the material provisions
of the JPM Credit Facility and is qualified in its entirety by reference to a copy of the JPM Credit Facility, which is filed as
Exhibit 10.1 to this current report on Form 8-K.