Form POS 8C - Post-effective amendments filed by certain investment companies [Section 8(c)]
03 Juni 2024 - 10:59PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 3, 2024
Registration No. 333-277325
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective
Amendment ¨
Post-Effective
Amendment No. 1 x
(Check appropriate box or boxes)
Golub
Capital BDC, Inc.
(Exact Name of Registrant as Specified in Charter)
200 Park Avenue
25th Floor
New
York, NY 10166 (Address of Principal Executive Offices)
(212) 750-6060
(Area Code and Telephone Number)
David B. Golub
Golub Capital BDC, Inc.
200 Park Avenue
25th Floor
New York, NY 10166
(212)
750-6060 (Name and Address of Agent for Service)
Copies to:
Thomas J. Friedmann, Esq.
Eric S. Siegel, Esq.
Matthew J. Carter, Esq.
Dechert LLP
1900 K St. NW
Washington, DC 20006
Telephone: (202) 261-3395 Fax: (202) 261-3395
Approximate
Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion
of the merger described in the enclosed document.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective
Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-277325) of Golub Capital BDC, Inc. (as amended,
the “Registration Statement”) is being filed solely for the purpose of updating certain exhibits to the Registration Statement.
Other than Item 16 of Part C of the Registration Statement, no changes have been made to the Registration Statement. Accordingly,
this Post-Effective Amendment No. 1 consists only of the facing page, this explanatory note and Part C of the Registration Statement.
The other contents of the Registration Statement are hereby incorporated by reference.
PART C
OTHER INFORMATION
Item 15. Indemnification.
As permitted by Section 102 of the DGCL, GBDC
has adopted provisions in its certificate of incorporation, as amended, that limit or eliminate the personal liability of its directors
for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation,
directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director
will not be personally liable to GBDC or its stockholders for monetary damages or breach of fiduciary duty as a director, except for
liability for: any breach of the director’s duty of loyalty to GBDC or its stockholders; any act or omission not in good faith
or that involves intentional misconduct or a knowing violation of law; any act related to unlawful stock repurchases, redemptions or
other distributions or payment of dividends; or any transaction from which the director derived an improper personal benefit. These limitations
of liability do not affect the availability of equitable remedies such as injunctive relief or rescission.
GBDC’s certificate of incorporation and bylaws
provide that all directors, officers, employees and agents of the registrant shall be entitled to be indemnified by GBDC to the fullest
extent permitted by the DGCL, subject to the requirements of the 1940 Act. Under Section 145 of the DGCL, GBDC is permitted to offer
indemnification to its directors, officers, employees and agents.
Section 145(a) of the DGCL provides, in general,
that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation), because the person is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or agent of any other enterprise. Such indemnity may be against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person
did not have reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL provides, in general,
that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or
was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer,
employee or agent of any other enterprise, against any expenses (including attorneys’ fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(g) of the DGCL provides, in
general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director,
officer, employee or agent of any other enterprise, against any liability asserted against the person in any such capacity, or
arising out of the person’s status as such, regardless of whether the corporation would have the power to indemnify the person
against such liability under the provisions of the law. GBDC has obtained liability insurance for the benefit of its directors and
officers. Each of the Current GBDC Investment Advisory Agreement and the New Investment Advisory Agreement provides that, absent
willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its
duties and obligations, GC Advisors and its officers, managers, agents, employees, controlling persons, members and any other person
or entity affiliated with it are entitled to indemnification from GBDC for any damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GC Advisors’
services under the Current GBDC Investment Advisory Agreement, the New Investment Advisory Agreement or otherwise as an investment
adviser of GBDC.
The Administration Agreement, as assigned, provides
that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of
its duties and obligations, the Administrator and its officers, managers, agents, employees, controlling persons, members and any other
person or entity affiliated with it are entitled to indemnification from GBDC for any damages, liabilities, costs and expenses (including
reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Administrator’s services
under the Administration Agreement or otherwise as administrator for GBDC.
Insofar as indemnification for liability arising
under the Securities Act may be permitted to directors, officers and controlling persons of GBDC pursuant to the foregoing provisions,
or otherwise, GBDC has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by GBDC of expenses incurred or paid by a director, officer or controlling person of GBDC in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, GBDC will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
| (1) |
Form
of Certificate of Incorporation (Incorporated by reference to Exhibit (a)(2) to the Registrant’s Pre-effective Amendment
No. 3 to the Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010). |
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|
| (1)(a) |
Certificate
of Amendment to Certificate of Incorporation of Golub Capital BDC, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K (File No. 814-00794), filed on September 4, 2019). |
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|
| (1)(b) |
Certificate
of Amendment to Certificate of Incorporation of Golub Capital BDC, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K (File No. 814-00794), filed on February 18, 2022). |
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|
| (2)(a) |
Amended
and Restated Bylaws (Incorporated by reference to Exhibit 3.3 to the Registrant's Form 10-K (File No. 814-00794), filed November
21, 2022). |
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|
| (3) |
Not applicable. |
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| (4)(a) |
Agreement
and Plan of Merger by and among Golub Capital BDC, Inc., Golub Capital BDC 3, Inc., Park Avenue Subsidiary, Inc., GC Advisors, LLC,
and solely for purposes of Section 1.9, Golub Capital LLC, dated as of January 16, 2024 (Incorporated by reference to Exhibit
2.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on January 17, 2024). |
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|
| (4)(b) |
Amendment
No. 1 to Agreement and Plan of Merger by and among Golub Capital BDC, Inc., Golub Capital BDC 3, Inc., Park Avenue Subsidiary, Inc.,
GC Advisors, LLC, and solely for purposes of Section 1.9, Golub Capital LLC, dated as of April 11, 2024 (Incorporated by reference
to Exhibit 4(b) filed with Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed
on April 12, 2024).. |
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| (5)(a) |
Form
of Stock Certificate (Incorporated by reference to Exhibit (d) to the Registrant’s Pre-effective Amendment No. 3 to the
Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010). |
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|
| (5)(b) |
Form
of Subscription Certificate (Incorporated by reference to Exhibit (d)(2) to the Registrant’s Registration Statement on Form
N-2 (File No. 333-174756), filed on June 7, 2011). |
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|
| (5)(c) |
Form
of Indenture (Incorporated by reference to Exhibit (d)(3) to the Registrant’s Registration Statement on Form N-2 (File No.
333-174756), filed on June 7, 2011). |
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|
| (5)(d) |
Form
of Subscription Agent Agreement (Incorporated by reference to Exhibit (d)(4) to the Registrant’s Registration Statement
on Form N-2 (File No. 333-174756), filed on June 7, 2011). |
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|
| (5)(e) |
Form
of Warrant Agreement (Incorporated by reference to Exhibit (d)(5) to the Registrant’s Registration Statement on Form N-2
(File No. 333-174756), filed on June 7, 2011). |
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|
| (5)(f) |
Form
of Certificate of Designation for Preferred Stock (Incorporated by reference to Exhibit (d)(6) to the Registrant’s Pre-effective
Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-174756), filed on August 25, 2011). |
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|
| (5)(g) |
Form
T-1 Statement of Eligibility of U.S. Bank National Association, as Trustee, with respect to the Form of Indenture (Incorporated
by reference to Exhibit (d)(7) to the Registrant’s Pre-effective Amendment No. 1 to the Registration Statement on Form N-2
(File No. 333-174756), filed on August 25, 2011). |
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| (5)(h) |
Indenture,
dated as of October 2, 2020, by and between Golub Capital BDC, Inc. and U.S. Bank National Association, as trustee (Incorporated
by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on October 5, 2020). |
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| (5)(i) |
First
Supplemental Indenture, dated as of October 2, 2020, relating to the 3.375% Notes due 2024, by and between Golub Capital BDC, Inc.
and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K (File No. 814-00794), filed on October 5, 2020). |
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| (5)(j) |
Form
of 3.375% Notes due 2024. (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. 814-00794),
filed on October 5, 2020). |
| (5)(k) |
Second
Supplemental Indenture, dated as of February 24, 2021, related to the 2.500% Notes due 2026, by and between Golub Capital BDC, Inc.
and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K (File No. 814-00794), filed on February 24, 2021). |
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| (5)(l) |
Form
of 2.500% Notes due 2026. (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K (File No. File
No. 814-00794), filed on February 24, 2021). |
| (5)(m) |
Third
Supplemental Indenture, dated as of August 3, 2021, relating to the 2.050% Notes due 2027, by and between Golub Capital BDC, Inc.
and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K (File No. 814-00794), filed on August 3, 2021). |
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|
| (5)(n) |
Form
of 2.050% Notes due 2027. (Incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K (File No. 814-00794),
filed on August 3, 2021). |
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|
| (5)(o) |
Notice
of Redemption of 3.375% Notes due 2024. (Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on
Form 8-K (File No. 814-00794). |
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|
| (5)(p) |
Amendment
No. 7 to Loan Financing and Servicing Agreement, dated as of March 8, 2023, among GBDC 3 Funding LLC, as borrower, Golub Capital
BDC 3, Inc., as servicer, and Deutsche Bank AG, New York Branch, as facility agent, as agent and as a committed lender. (Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01244), filed on March 4, 2024. |
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|
| (6)(a) |
Fourth
Amended and Restated Investment Advisory Agreement, dated August 3, 2023, by and between the Registrant and GC Advisors LLC (Incorporated
by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00794), filed on August 7, 2023). |
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|
| (7)(a) |
Form
of Underwriting Agreement for equity securities (Incorporated by reference to Exhibit (h)(1) to the Registrant’s Registration
Statement on Form N-2 (File No. 333-174756), filed on June 7, 2011). |
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|
| (7)(b) |
Form
of Underwriting Agreement for debt securities (Incorporated by reference to Exhibit (h)(2) to the Registrant’s Registration
Statement on Form N-2 (File No. 333-174756), filed on June 7, 2011). |
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|
| (8) |
Not applicable. |
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|
| (9) |
Form
of Custody Agreement (Incorporated by reference to Exhibit (j) to the Registrant’s Pre-effective Amendment No. 5 to the
Registration Statement on Form N-2 (File No. 333-163279), filed on April 12, 2010). |
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| (10) |
Not applicable. |
| (13)(d) |
Amended
and Restated Dividend Reinvestment Plan (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form
8-K (File No. 814-00794), filed on May 5, 2011). |
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|
| (13)(e) |
Master
Loan Sale Agreement, dated July 16, 2010, by and between the Registrant, Golub Capital BDC 2010-1 LLC and Golub Capital BDC 2010-1
Holdings LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00794),
filed on July 16, 2010). |
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|
| (13)(f) |
Indenture,
dated as of November 16, 2018, by and between Golub Capital BDC CLO III LLC and US Bank National Association (Incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on November 21, 2018). |
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|
| (13)(g) |
First
Supplemental Indenture, dated as of June 30, 2023, by and between Golub Capital BDC CLO III LLC, as Issuer, and U.S. Bank Trust Company,
National Association, as Trustee, and consented to by GC Advisors LLC, as Collateral Manager (Incorporated by reference to Exhibit
10.1 to the Registrant's Current Report on Form 8-K (File No. 814-00794), filed on June 30, 2023). |
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|
| (13)(h) |
Collateral
Management Agreement, dated as of November 16, 2018, by and between Golub Capital BDC CLO III LLC and GC Advisors LLC (Incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on November 21, 2018). |
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|
| (13)(i) |
Amended
and Restated Revolving Loan Agreement, dated as of June 21, 2019, by and among the Registrant, as the borrower, and GC Advisors LLC,
as the lender (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 814-00794),
filed on June 25, 2019). |
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|
| (13)(j) |
First
Amendment to the Amended and Restated Revolving Loan Agreement, dated as of October 28, 2019, by and between Golub Capital BDC, Inc.
as the borrower and GC Advisors LLC as the lender (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
on Form 8-K (File No. 814-00794), filed on October 31, 2019). |
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|
| (13)(k) |
Second
Amendment to Amended and Restated Revolving Loan Agreement, dated as of June 15, 2022, by and among Golub Capital BDC, Inc., as the
borrower, and GC Advisors LLC, as the lender. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current report
on Form 8-K (File No. 814-00794), filed on June 16, 2022). |
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|
| (13)(l) |
Note
Purchase Agreement, dated December 13, 2018, by and among GCIC CLO II LLC and Wells Fargo Securities, LLC (Incorporated by reference
to Exhibit 10.1 to Golub Capital Investment Corporation’s Current Report on Form 8-K (File No. 814-01128), filed on December
19, 2018). |
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|
| (13)(m) |
Indenture,
dated December 13, 2018, by and between GCIC CLO II LLC and The Bank of New York Mellon Trust Company, N.A. (Incorporated by reference
to Exhibit 10.2 to Golub Capital Investment Corporation’s Current Report on Form 8-K (File No. 814-01128), filed on December
19, 2018). |
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|
| (13)(n) |
Collateral
Management Agreement, dated December 13, 2018, by and between GCIC CLO II LLC and GC Advisors LLC (Incorporated by reference to
Exhibit 10.3 to Golub Capital Investment Corporation’s Current Report on Form 8-K (File No. 814-01128), filed on December 19,
2018). |
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| (13)(o) |
Master
Loan Sale Agreement by and among Golub Capital Investment Corporation, as the seller, GC Advisors LLC, as the closing date seller,
GCIC CLO II LLC, as the buyer, and GCIC Funding LLC, as the warehouse borrower, dated as of December 13, 2018 (Incorporated by
reference to Exhibit 10.4 to Golub Capital Investment Corporation’s Current Report on Form 8-K (File No. 814-01128), filed
on December 19, 2018). |
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|
| (13)(p) |
Master
Loan Sale Agreement by and among Golub Capital Investment Corporation, as the seller, GCIC CLO II Depositor LLC, as the intermediate
seller, and GCIC CLO II LLC, as the buyer, dated as of December 13, 2018 (Incorporated by reference to Exhibit 10.5 to Golub Capital
Investment Corporation’s Current Report on Form 8-K (File No. 814-01128), filed on December 19, 2018). |
| (13)(q) |
First
Supplemental Indenture, dated as of December 21, 2020, by and between GCIC CLO II LLC, as Issuer, and The Bank of New York Mellon
Trust Company, National Association, as Trustee to the Indenture, dated as of December 13, 2018, among the Issuer and Trustee. (Incorporated
by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 814-00794), filed on February 8, 2021). |
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| (13)(r) |
Second
Supplemental Indenture, dated as of June 30, 2023, by and between GCIC CLO II LLC, as Issuer, and The Bank of New York Mellon Trust
Company, National Association, as Trustee, and consented to by GC Advisors LLC, as Collateral Manager and The Bank of New York Mellon
Trust Company, National Association, as Collateral Administrator. (Incorporated by reference to Exhibit 10.2 to the Registrant’s
Current report on Form 8-K (File No. 814-00794), filed on June 30, 2023). |
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| (13)(s) |
Senior
Secured Revolving Credit Agreement, dated as of February 11, 2021, by and among Golub Capital BDC, Inc., as borrower, JPMorgan Chase
Bank, N.A., as administrative agent and as collateral agent, and the lenders, syndication agents, joint bookrunners, and joint lead
arrangers party thereto. (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 814-00794),
filed on February 12, 2021). |
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|
| (13)(t) |
Commitment
Increase Agreement, dated as of October 14, 2021, by Signature Bank, as Increasing Lender, Wells Fargo Bank, National Association
and Regions Bank, each as an Assuming Lender, in favor of GBDC, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent
under the Revolving Credit Facility. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form
8-K (File No. 814-00794), filed on October 18, 2021). |
| (13)(u) |
Commitment
Increase Agreement, dated as of November 23, 2021, by First National Bank of Pennsylvania, as Assuming Lender, JPMorgan Chase Bank,
N.A., MUFG Union Bank, N.A., CIBC Bank USA, and Sumitomo Mitsui Banking Corporation, each as an Increasing Lender, in favor of Golub
Capital BDC, Inc., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent under the Senior Secured Revolving Credit
Facility, dated as of February 11, 2021, as amended, among Golub Capital BDC, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative
agent and as collateral agent, and the lenders, syndication agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated
by reference to Exhibit 10.2 to the Registrant’s Current report on Form 8-K (File No. 814-00794), filed on November 24, 2021). |
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| (13)(v) |
Amendment
No. 1, dated as of November 19, 2021, to Senior Secured Revolving Credit Agreement, dated as of February 11, 2021, by and among,
Golub Capital BDC, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and the lenders,
syndication agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit 10.1 to the
Registrant’s Current report on Form 8-K/A (File No. 814-00794), filed on December 14, 2021). |
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|
| (13)(w) |
Amendment
No. 2, dated as of September 2, 2022, to Senior Secured Revolving Credit Agreement, dated as of February 11, 2021, as amended, by
and among, Golub Capital BDC, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and
the lenders, syndication agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit
10.1 to the Registrant’s Current report on Form 8-K (File No. 814-00794), filed on September 8, 2022). |
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|
| (13)(x) |
Commitment
Increase Agreement, dated as of September 16, 2022, by Santander Bank, N.A., as an Assuming Lender, in favor of Golub Capital BDC,
Inc., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent under the Senior Secured Revolving Credit Facility, dated
as of February 11, 2021, as amended, among Golub Capital BDC, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent
and as collateral agent, and the lenders, syndication agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K (File No. 814-00794), filed on September 20, 2022). |
| (13)(y) |
Amended
and Restated Senior Secured Revolving Credit Agreement, dated as of March 17, 2023, by and among Golub Capital BDC, Inc., as borrower,
and JPMorgan Chase Bank, N.A., as administrative agent under the Senior Secured Revolving Credit Facility, dated as of February 11,
2021, as amended, among Golub Capital BDC, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral
agent, and the lenders, syndication agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference
to Exhibit 10.1 to the Registrant’s Current report on Form 8-K (File No. 814-00794), filed on March 20, 2023). |
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|
| (13)(z) |
Equity
Distribution Agreement, dated as of October 6, 2023, by and among Golub Capital BDC, Inc. GC Advisors LLC, Golub Capital LLC, Keefe
Bruyette & Woods, Inc. and Regions Securities LLC (Incorporated by reference to Exhibit 1.1 to the Registrant’s Current
report on Form 8-K (File No. 814-00794), filed on October 10, 2023). |
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|
| 13(aa) |
Fourth
Supplemental Indenture, dated as of December 5, 2023, relating to the 7.050% Notes due 2028, by and between Golub Capital BDC, Inc.
and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (Incorporated
by reference to Exhibit 4.2 to Registrant's Current Report on 8-K (File No. 814-00794), filed on December 5, 2023). |
| |
|
| 13(bb) |
Waiver
Agreement to the Fourth Amended and Restated Investment Advisory Agreement by and Between Golub Capital BDC, Inc. and GC Advisors
LLC (Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on 8-K (File No. 814-00794), filed on January 17,
2024). |
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|
| 13(cc) |
Fifth
Supplemental Indenture, dated as of February 1, 2024, relating to the 6.000% Notes due 2029, by and between Golub Capital BDC, Inc.
and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (Incorporated
by reference to Exhibit 4.2 to Registrant's Current Report on 8-K (File No. 814-00794), filed on February 1, 2024). |
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| (14)(a) |
Consent
of Ernst & Young LLP (Incorporated by reference to Exhibit 14(a) filed with Amendment
No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed on April 12, 2024). |
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| 14(b) |
Report
of Ernst & Young LLP on GBDC 3 Supplemental Information (Incorporated by reference to
Exhibit 14(b) filed with Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed
on April 12, 2024). |
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| 14(c) |
Report
of Ernst & Young LLP on GBDC Supplemental Information (Incorporated by reference to Exhibit
14(c) filed with Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed on April
12, 2024). |
| |
|
| (15) |
Not applicable. |
| |
|
| (16) |
Power
of Attorney (Included on and incorporated by reference to the signature page to the Pre-Effective Amendment No. 1 to the
Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed on April 12, 2024). |
| |
|
| (17)(a) |
Consent
of Keefe, Bruyette & Woods, Inc. (Incorporated by reference to Exhibit 17(a) filed with the Registrant’s Registration
Statement on Form N-14 (File No. 333-277325), filed on February 23, 2024). |
| |
|
| (17)(b) |
Consent
of Morgan Stanley & Co. LLC (Incorporated by reference to Exhibit 17(b) filed with the Registrant’s Registration Statement
on Form N-14 (File No. 333-277325), filed on February 23, 2024). |
| |
|
| (17)(c) |
Form
of Proxy Card of Golub Capital BDC, Inc. (Incorporated by reference to Exhibit 17(c)
filed with Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed on April 12,
2024). |
| |
|
| (17)(d) |
Form
of Proxy Card of Golub Capital BDC 3, Inc. (Incorporated by reference to Exhibit 17(d)
filed with Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (File No. 333-277325), filed on April 12,
2024). |
| |
|
| (18) |
Filing
Fee Table (Incorporated by reference to Exhibit 18 filed with Amendment No. 1 to the Registrant’s
Registration Statement on Form N-14 (File No. 333-277325), filed on April 12, 2024). |
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the
information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until
the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed
to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed on behalf of the registrant, in New York, New York on the 3rd day
of June, 2024.
| |
GOLUB CAPITAL
BDC, INC. |
| |
|
| |
By: |
/s/
David B. Golub |
| |
|
David B. Golub |
| |
|
Chief Executive Officer |
As required by the Securities Act of 1933, this
registration statement has been signed below by the following persons in the capacities and on the dates indicated:
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
David B. Golub |
|
Chief Executive Officer and
Director
|
|
June 3,
2024 |
| David B. Golub |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Christopher C. Ericson |
|
Chief Financial Officer
|
|
June 3,
2024 |
| Christopher C. Ericson |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Chairman of the Board of Directors |
|
June 3,
2024 |
| Lawrence E. Golub |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
June 3,
2024 |
| John T. Baily |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
June 3,
2024 |
| Kenneth F. Bernstein |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
June 3,
2024 |
| Anita J. Rival |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
June 3,
2024 |
| William M. Webster IV |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
June 3,
2024 |
| Lofton P. Holder |
|
|
|
|
| *By: |
/s/ David B. Golub |
|
| |
Attorney-in-Fact |
|
Exhibit 12
June 3, 2024
|
Golub Capital BDC 3, Inc.
200 Park Avenue
New York, New York 10166
|
|
Golub Capital BDC, Inc.
200 Park Avenue
New York, New York 10166
|
Ladies and Gentlemen:
You have requested our opinion regarding certain
federal income tax consequences to Golub Capital BDC, Inc., a business development company organized as a Delaware corporation (the “Acquiring
Fund”), to Golub Capital BDC 3, Inc., a business development company organized as a Maryland corporation (the “Acquired
Fund”) and to Park Avenue Subsidiary Inc., a Maryland corporation and wholly-owned direct subsidiary of the Acquiring Fund (the
“Merger Sub”), in connection with the merger of the Merger Sub with and into the Acquired Fund, with the Acquired Fund
being the surviving entity, followed by the merger of the Acquired Fund with and into the Acquiring Fund, and holders of shares of common
stock of the Acquired Fund (the “Acquired Fund Shares”) receiving, in cancellation of their Acquired Fund Shares, shares
of common stock of the Acquiring Fund plus cash in lieu of fractional shares of the Acquiring Fund (collectively, the “Reorganization”),
pursuant to the Agreement and Plan of Merger, dated as of January 16, 2024, between the Acquiring Fund, the Acquired Fund the Merger Sub,
GC Advisors LLC and, for certain limited purposes, Golub Capital LLC (as amended, the “Plan”), specifically regarding
whether the Reorganization will be treated for U.S. federal income tax purposes as a reorganization qualifying under section 368(a)
of the Internal Revenue Code of 1986, as amended (the “Code”). Unless otherwise defined, capitalized terms used in
this opinion have the meanings assigned to them in the Plan.
For purposes of this opinion, we have examined
and relied upon (1) the Plan, (2) the Registration Statement (including the Joint Proxy Statement/Prospectus), (3) the facts and representations
contained in the letter dated on or about the date hereof addressed to us from the Acquiring Fund, (4) the facts and representations contained
in the letter dated on or about the date hereof addressed to us from the Acquired Fund, and (5) such other documents and instruments as
we have deemed necessary or appropriate for purposes of rendering this opinion. This opinion is based on the assumption that the Reorganization
will be consummated in accordance with the Plan, the Registration Statement (including the Joint Proxy Statement/Prospectus) and such
other documents, certificates and records. This opinion is based upon the Code, Treasury Regulations, judicial decisions, and administrative
rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof.
Based upon and subject to the foregoing, we are
of the opinion that, for United States federal income tax purposes, the Reorganization will constitute a “reorganization”
within the meaning of Section 368(a) of the Code.
This opinion is expressly only as of the date
hereof. Except as set forth above, we express no other opinion.
| |
|
| |
Very truly yours, |
| |
|
| |
/s/ Dechert LLP |
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