Filed pursuant to Rule 497(a)
Registration No. 333-265509
Rule 482ad
Golub Capital BDC,
Inc. Prices Public Offering of $600 Million 6.000% Notes Due 2029
NEW YORK, NY, January
29, 2024 – Golub Capital BDC, Inc. (the “Company,” “we,” “us” or “our”),
a business development company (Nasdaq: GBDC), announced that it has priced an underwritten public offering of $600 million in aggregate
principal amount of 6.000% notes due 2029. The notes will mature on July 15, 2029 and may be redeemed in whole or in part at the Company’s
option at any time prior to June 15, 2029, at par plus a “make-whole” premium, and thereafter at par.
Wells Fargo Securities, LLC,
J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, MUFG Securities
Americas Inc., Regions Securities LLC, Santander US Capital Markets LLC and SG Americas Securities, LLC are acting as joint book-running
managers for this offering. Academy Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Comerica Securities, Inc.,
Oppenheimer & Co. Inc. and WauBank Securities LLC are acting as co-managers for the offering. The offering is expected to close on
February 1, 2024, subject to customary closing conditions.
The Company expects to
use the net proceeds of this offering to repay outstanding indebtedness under the Company’s senior secured revolving credit facility
with JPMorgan Chase Bank, N.A. (the “JPM Credit Facility”) and to pay off the Company’s 3.375% notes due 2024 at, or,
if the Company elects to exercise an optional redemption prior to, their scheduled maturity on April 15, 2024. However, through re-borrowing
under the JPM Credit Facility, we intend to invest in portfolio companies in accordance with the Company’s investment strategy and
for general corporate purposes.
Investors are advised
to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The preliminary prospectus
supplement dated January 29, 2024 and the accompanying prospectus dated June 9, 2022, each of which have been filed with the Securities
and Exchange Commission (the “SEC”), contain this and other information about the Company and should be read carefully before
investing.
The pricing term sheet,
the preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securities of the
Company and are not soliciting an offer to buy the notes in any jurisdiction where such offer and sale is not permitted.
The offering may be
made only by means of a preliminary prospectus supplement and an accompanying prospectus. Copies of the preliminary prospectus supplement
and the accompanying prospectus may be obtained by calling Wells Fargo Securities, LLC at 1-800-645-3751, J.P. Morgan Securities LLC at
212-834-4533 or SMBC Nikko Securities America, Inc. at 1-888-868-6856.
ABOUT GOLUB CAPITAL BDC, INC.
The Company is an externally-managed, non-diversified
closed-end management investment company that has elected to be treated as a business development company under the Investment Company
Act of 1940, as amended. The Company invests primarily in one stop and other senior secured loans of U.S. middle-market companies that
are often sponsored by private equity investors. The Company’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 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 its private equity sponsor clients and investors.
As of January 1, 2024,
Golub Capital had over 850 employees and over $65.0 billion of capital under management, a gross measure of invested capital including
leverage. The firm has lending offices in New York, Chicago, Miami, San Francisco and London.
Forward-Looking
Statements
Some of the statements
in this press release constitute forward-looking statements because they relate to future events or our future performance or financial
condition. The forward-looking statements may include statements as to the Company’s notes offering, the expected net proceeds from
the offering, and the anticipated use of the net proceeds of the offering. In addition, words such as “anticipate,” “believe,”
“expect,” “seek,” “plan,” “should,” “estimate,” “project” and
“intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking
statements contained in this press release involve risks and uncertainties. Our actual results could differ materially from those implied
or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” and elsewhere
in our annual report on Form 10-K and our other filings with the SEC. Other factors that could cause actual results to differ materially
include: changes in the economy, financial and lending markets and geopolitical environment; changes in the markets in which we invest;
changes in the interest rate environment and its impact on our business and our portfolio companies; the impact off elevated levels of
inflation and its impact on our portfolio companies and the industries in which we invest; future changes in laws or regulations (including
the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect
to business development companies or regulated investment companies; and other considerations that may be disclosed from time to time
in our publicly disseminated documents and filings.
We have based the forward-looking
statements included in this press release on information available to us on the date of this press release, and we assume no obligation
to update any such forward-looking statements. Although we 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 we may
make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K.
Investor Contact:
Christopher Ericson
312-212-4036
cericson@golubcapital.com
Source: Golub Capital BDC, Inc.
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