Golub Capital BDC Merge With Golub Capital BDC 3

NEW YORK–(BUSINESS WIRE)–Golub Capital BDC, Inc., a business development company (Nasdaq: GBDC), announced today that it has completed its previously announced merger with Golub Capital BDC 3, Inc., with GBDC as the surviving company. With $8.8 billion of total assets at fair value and investments in 367 portfolio companies, on a pro forma basis as of March 31, 2024, GBDC is the fifth-largest externally managed, publicly traded business development company by assets.

David B. Golub, CEO of GBDC, said, “We would like to thank the stockholders and independent directors of both GBDC and GBDC 3 for their support throughout the merger process. GBDC’s focus on traditional middle-market lending, its industry-leading fee structure and its scale taken together position it to provide market-leading returns across different economic and interest rate environments.”

Upon closing of the merger, GBDC 3 stockholders received 0.9138 shares of GBDC common stock for each share of GBDC 3 common stock. The transaction is estimated to be 2.1% accretive to GBDC’s net asset value (“NAV”) per share as of March 31, 2024. The final NAV accretion resulting from the merger will be disclosed when GBDC reports its financial results for the period ended June 30, 2024.

In support of the proposed merger, the agreement by GBDC’s investment adviser, GC Advisors LLC (“GC Advisors”), to reduce the income incentive fee and capital gain incentive fee rate as well as the incentive fee cap from 20.0% to 15.0% became permanent with the merger close. GBDC’s cumulative incentive fee cap, since-inception lookback period and income incentive fee hurdle rate of 8% per annum have all remained in place.

On June 2, 2024, GBDC’s Board of Directors declared a series of special distributions totaling $0.15 per share, to be distributed in three consecutive quarterly payments of $0.05 per share per quarter, based upon the following schedule:

  • Special distribution #1 of $0.05 per share, payable on June 27, 2024, to stockholders of record as of June 13, 2024
  • Special distribution #2 of $0.05 per share, payable on September 13, 2024, to stockholders of record as of August 16, 2024
  • Special distribution #3 of $0.05 per share, payable on December 13, 2024, to stockholders of record as of November 29, 2024

Morgan Stanley & Co. LLC served as financial advisor to the special committee of the independent directors of GBDC. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to the special committee of the independent directors of GBDC 3.

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 April 1, 2024, Golub Capital had over 925 employees and over $70 billion of capital under management, a gross measure of invested capital including leverage. The firm has offices in North America, Europe and Asia. For more information, please visit golubcapital.com.