GOLUB CAPITAL BDC, INC. (NASDAQ:GBDC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On February1, 2019 (the “Effective Date”), Golub Capital BDC Funding II LLC (“Funding II”), a direct, wholly-owned, consolidated subsidiary of Golub Capital BDC, Inc. (the “Company”), entered into a loan and servicing agreement (the “MS Credit Facility II”), with the Company, asthe originatorand as the servicer, Morgan Stanley Senior Funding, Inc., as the administrative agent, each of the lenders from time to time party thereto, each of the securitization subsidiaries from time to time party thereto, and Wells Fargo Bank, N.A., as collateral agent, account bank, and collateral custodian.
Under the MS Credit Facility II, the lenders have agreed to extend credit toFunding IIin an aggregate principal amount of up to $200.0million as of the Effective Date. The period during whichFunding IImay request drawdowns under the MS Credit Facility II (the “Revolving Period”) commenced on the Effective Date and will continue throughFebruary 1, 2021unless there is an earlier termination or event of default. The MS Credit Facility II will mature on February 1, 2024 unless there is an earlier termination or event of default.
During the Revolving Period, borrowings under the MS Credit Facility II and, after any ramp-up period (as defined in the MS Credit Facility II), any undrawn amount under the MS Credit Facility II in excess of 35% of the maximum principal amount of the MS Credit Facility II (up to 65% of the maximum principal amount), will bear interest at the applicable base rate plus 2.05%. Following expiration of the Revolving Period, the interest rate on outstanding borrowings under the MS Credit Facility II will reset to the applicable base rate plus 2.55% for the remaining term of the MS Credit Facility II. The base rate under the MS Credit Facility II is (i) the one-month London Interbank Offered Rate with respect to any advances denominated in U.S. dollars or U.K. pound sterling, (ii) the one-month Euro Interbank Offered Rate with respect to any advances denominated in euros, and (iii) the one-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars.
In connection with the MS Credit Facility II, the Company paid one-time,up-frontstructuring and commitment fees equal to 0.50% of the aggregate commitments under the MS Credit Facility II as of the Effective Date. During the Revolving Period, a non-usage fee of 0.50% per annum multiplied by the lesser of the undrawn amount under the MS Credit Facility II and 35.0% of the maximum principal amount of the MS Credit Facility II is payable in arrears each quarter; provided that, solely during any ramp-up period, the non-usage fee will be calculated as a fee of 0.25% per annum multiplied by the undrawn amount under the MS Credit Facility II.
The MS Credit Facility II is secured by all of the assets held by Funding II. Both the Company and Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of the Company, including under the MS Credit Facility II, are subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
In connection with the MS Credit Facility II, on February1, 2019, the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Funding II to which the Company will sell and transfer to Funding II certain loans and debt securities the Company has originated or acquired, or will originate or acquire, from time to time consistent with the Company’s investment objectives. Proceeds from the MS Credit Facility II will be used to finance the origination and acquisition of eligible assets by Funding II, including the purchase of such assets from the Company. The Company retains a residual interest in assets transferred to or acquired by Funding II through the Company’s ownership of Funding II.
The description above is only a summary of the material provisions of the MS Credit Facility II and is qualified in its entirety by reference to copies of the MS Credit Facility II and Purchase and Sale Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and incorporated by reference herein.
| Item 1.01 | Termination of a Material Definitive Agreement. |
In connection with entry into the MS Credit Facility II, all outstanding borrowings under the senior secured revolving credit facility, as amended and restated from time to time (the “Credit Facility”), previously entered into between Golub Capital BDC Funding LLC, a wholly-owned subsidiary of the Company, certain lenders party thereto from time to time and Wells Fargo Securities, LLC, as administrative agent, were repaid, following which the Credit Facility was terminated on February 4, 2019. Obligations under the Credit Facility would have otherwise matured on September 21, 2023.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits. |
| 10.1 | Loan and Servicing Agreement, dated as of February1, 2019, among Golub Capital BDC Funding II LLC, as the borrower; Golub Capital BDC, Inc., as the originator and as the servicer; Morgan Stanley Senior Funding, Inc., as the administrative agent; each of the lenders from time to time party thereto; each of the securitization subsidiaries from time to time party thereto; and Wells Fargo Bank, N.A., as the collateral agent, account bank and collateral custodian |
GOLUB CAPITAL BDC, Inc. Exhibit
EX-10.1 2 tv512386_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION Up to U.S. $200,…
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About GOLUB CAPITAL BDC, INC. (NASDAQ:GBDC)
Golub Capital BDC, Inc. is an externally managed, non-diversified, closed-end, management investment company. The Company’s investment objective is to generate current income and capital appreciation by investing primarily in senior secured and one stop loans of the United States middle-market companies. It may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in the United States middle-market companies. The Company seeks to create a portfolio that includes primarily senior secured and one stop loans by primarily investing in the securities of the United States middle-market companies. It generally invests in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. The Company’s investment activities are managed by its investment advisor, GC Advisors LLC (GC Advisors).
