Form 8-K - Current report

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, 2024

GOLUB CAPITAL BDC, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

814-00794

27-2326940

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

__ 200 Park Avenue, 25th Floor, New York, NY 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 (see General Instruction A.2. below):


☐			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	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 ☐

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 5.07. Submission of Matters to a Vote of Security Holders

Golub Capital BDC, Inc. (the “Company”) held its 2024 Special Meeting of Stockholders (the “Special Meeting”) on May 29, 2024. As of April 5, 2024, the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting, 171,517,307 shares of common stock were eligible to be voted, and 97,045,769 of those shares were voted in person or by proxy at the Special Meeting. Stockholders were asked to consider and act upon the following proposal (the “Merger Stock Issuance Proposal”), which was described in the Company’s joint proxy statement/prospectus, as amended, filed with the Securities and Exchange Commission (“SEC”) on April 15, 2024 (the “Proxy Statement”):

•Proposal No. 1 – To approve the issuance of shares of GBDC Common Stock, pursuant to the Agreement and Plan of Merger dated as of January 16, 2024 (as amended, the “Merger Agreement”) by and among the Company, Park Avenue Subsidiary Inc., a wholly owned subsidiary of the Company, Golub Capital BDC 3, Inc., a Maryland corporation (“GBDC 3”), GC Advisors LLC (“GC Advisors”), and, for certain limited purposes, Golub Capital LLC.

The Merger Stock Issuance Proposal was approved by the Company’s stockholders at the Special Meeting. The votes for, votes against and abstentions are set forth below:


Votes For	Votes Against	Abstain	Broker Non-Votes
95,060,995	1,186,658	798,116	—

Item 7.01. Regulation FD Disclosure.

On May 29, 2024, the Company issued a press release announcing, among other things, the voting results at the Special Meeting. A copy of this press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results of the Company, or, following the merger, the combined company and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the SEC.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words, although not all forward-looking statements include these words. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings made by the Company with the SEC, including those contained in the proxy statement for the Special Meeting. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability of the parties to consummate the merger on the expected timeline, or at all, the ability to realize the anticipated benefits of the merger, effects of disruption on the business of the Company or, following the merger, the combined company, from the proposed merger, the effect that the consummation of the merger may have on the trading price of the Company’s or the combined company’s common stock on The Nasdaq Global Select Market, the combined company’s plans, expectations, objectives and intentions as a result of the merger, any decision by GBDC 3 to pursue continued operations, any termination of the Merger Agreement, future operating results of the Company or the combined company, the business prospects of the Company or the combined company and the prospects of its portfolio companies, actual and potential conflicts of interests with GC Advisors and other affiliates of Golub Capital LLC, general economic and political trends and other factors, the dependence of the Company’s or the combined company’s future success on the general economy and its effect on the industries in which they invest, and future changes in

laws or regulations and interpretations thereof. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of Golub Capital BDC, Inc., dated as of May 29, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 29, 2024						By: /s/ Christopher C. Ericson
						Name: Christopher C. Ericson
						Title: Chief Financial Officer

Golub Capital BDC, Inc. Announces Stockholder Approval of Proposed Merger With Golub Capital BDC 3, Inc. NEW YORK, May 29, 2024 — Golub Capital BDC, Inc. (“GBDC,” or the “Company”), a business development company (Nasdaq: GBDC), announced today that it obtained stockholder approval of the proposal related to its merger with Golub Capital BDC 3, Inc. (“GBDC 3”) at a special meeting of the Company’s stockholders on May 29, 2024. 98% of GBDC stockholders who voted at the meeting voted in favor of the proposal related to effecting the proposed merger as described in the joint proxy statement and Company’s prospectus. At a separate meeting held on May 29, 2024, over 98% of GBDC 3 stockholders who voted at the meeting voted in favor of the proposal related to effecting the proposed merger as described in the joint proxy statement and Company’s prospectus. The merger is currently expected to close in June 2024, subject to satisfaction of customary closing conditions. David B. Golub, CEO of GBDC, said, “We would like to thank our stockholders and the stockholders of GBDC 3 for their strong support of the proposed merger. We would also like to thank the independent directors of GBDC and GBDC 3 for their careful evaluation of the proposed merger on behalf of their respective stockholders. We believe the merger with GBDC 3 is a win-win-win—good for GBDC stockholders, good for GBDC 3 stockholders, and good for GBDC. We look forward to delivering the powerful advantages of the combined company to our current and future stockholders.” About Golub Capital BDC, Inc. Golub Capital BDC Inc. (“Golub Capital BDC”) is an externally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Golub Capital BDC invests primarily in one stop and other senior secured loans of U.S. middle-market companies that are often sponsored by private equity investors. Golub Capital BDC’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital group of companies (“Golub Capital”). About Golub Capital Golub Capital is a market-leading, award-winning direct lender and experienced credit asset manager. The firm specializes in delivering reliable, creative and compelling financing solutions to companies backed by private equity sponsors. Golub Capital’s sponsor finance expertise also forms the foundation of its Broadly Syndicated Loan and Credit Opportunities investment programs. Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from private equity sponsors and investors. As of January 1, 2024, Golub Capital had over 875 employees and over $65 billion of capital under management, a gross measure of invested capital including leverage. For more information, please visit golubcapital.com. Forward-Looking Statements This communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this communication may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. GBDC undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this communication. Some of the statements in this communication constitute forward-looking statements, which relate to future events, future performance or financial condition or the two-step merger of GBDC 3 with and into GBDC (collectively, the “Mergers”). The forward-looking statements involve risks and uncertainties, including statements as to: future operating results of GBDC and GBDC 3; business prospects of GBDC and GBDC 3 and the prospects of their portfolio companies; and the impact of the investments that GBDC and GBDC 3 expect to make. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this communication involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) expected synergies and savings associated with the Mergers; (ii) the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers; (iii) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (iv) risks associated with possible disruption in the operations of GBDC and GBDC 3 or the economy generally, including those caused by global health pandemics, such as the COVID-19 pandemic, or other large scale events; (v) turmoil in Ukraine and Russia, including sanctions related to such turmoil, and the potential for volatility in energy prices and other supply chain issues and any impact on the industries in which GBDC and GBDC 3 invest; (vi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (vii) changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of GBDC’s or GBDC 3’s assets; (viii) elevating levels of inflation, and its impact on GBDC and GBDC 3, on their portfolio companies and on the industries in which they invest; (ix) GBDC’s and GBDC 3’s plans, expectations, objectives and intentions, as a result of the Mergers; (x) the future operating results and net investment income projections of GBDC and GBDC 3 following the closing of the Mergers; (xi) the ability of GC Advisors to locate suitable investments for GBDC and GBDC 3 and to monitor and administer its investments; (xii) the ability of GC Advisors or its affiliates to attract and retain highly talented professionals; and (xiii) other considerations that may be disclosed from time to time in GBDC’s and GBDC 3’s publicly disseminated documents and filings. GBDC and GBDC 3 have based the forward-looking statements included in this press release on information available to them on the date of this communication, and they assume no obligation to update any such forward-looking statements. Although GBDC and GBDC 3 undertake no obligation to revise or update any forward-looking

statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that GBDC and GBDC 3 in the future may file with the SEC, including the registration statement on Form N-14, which includes the joint proxy statement of GBDC and GBDC 3 and a prospectus of GBDC, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Contact: Christopher Ericson 312-212-4036 cericson@golubcapital.com press@golubcapital.com SOURCE Golub Capital BDC, Inc.

Cover	May 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Registrant Name	GOLUB CAPITAL BDC, INC.
Entity Incorporation, State or Country Code	DE
Securities Act File Number	814-00794
Entity Tax Identification Number	27-2326940
Entity Address, Address Line One	200 Park Avenue
Entity Address, Address Line Two	25th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10166
City Area Code	212
Local Phone Number	750-6060
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GBDC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001476765