secwatch / observer
8-K filed July 6, 2023, 7:59 PM ET CIK 0001930087
other material confidence high sentiment neutral materiality 0.70

Golub Capital Private Credit Fund: M&A transaction — Golub Capital Private Credit Fund acquires CLO vehicle for ~$442M, funded by $650M private share offering

Golub Capital Private Credit Fund

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Golub Capital Private Credit Fund completed an acquisition involving GCP HS Fund, GCP CLO Holdings Sub LP, and others for estimated aggregate purchase price of approximately $442 million, paid 90% in cash and the remaining amount with an unsecured promissory note (closed 2023-07-01).

Action
acquisition
Counterparty
GCP HS Fund, GCP CLO Holdings Sub LP, and others
Consideration
estimated aggregate purchase price of approximately $442 million, paid 90% in cash and the remaining amount with an unsecured promissory note
Closing
2023-07-01
Exact text from the filing
Vehicle (together, the “ Equity Interests ”), for an estimated aggregate purchase price (paid to each Seller based on its pro rata ownership of the CLO Vehicle) of approximately $442 million (the “ Estimated Purchase Price ”), which may be adjusted following the Fund’s Board of Trustee’s (the “ Board ”) approval of the final net asset value (the “ Final NAV ”) of the
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Golub Capital Private Credit Fund entered into Share Purchase and Sale Agreement with GCP HS Fund, GCP CLO Holdings Sub LP, GC Advisors LLC valued at approximately $442 million (effective 2023-07-01).

Action
entry
Agreement
asset purchase
Counterparty
GCP HS Fund, GCP CLO Holdings Sub LP, GC Advisors LLC
Value
approximately $442 million
Effective
2023-07-01
Exact text from the filing
Pursuant to a Share Purchase and Sale Agreement, dated July 1, 2023 (the “ Purchase and Sale Agreement ”), by and among Golub Capital Private Credit Fund, a Delaware statutory trust structured as an externally managed, non-diversified closed-end management investment company (the “ Fund ”), GCP HS Fund, a Delaware statutory trust, GCP CLO Holdings Sub LP, an exempted limited partnership registered in the Cayman Islands (each, a “ Seller ” and, collectively, “ Sellers ”), and GC Advisors LLC, a Delaware limited liability company, the Fund’s investment adviser (the “ Adviser ”), the Fund acquired all of the assets and liabilities (the “ Seed Assets ”) of GCP SG Warehouse 2022-1 (the “ CLO Vehicle ”) through the purchase from the Sellers of 100% of the beneficial interests in, and 100% of the subordinated notes issued by, the CLO Vehicle (together, the “ Equity Interests ”), for an estimated aggregate purchase price (paid to each Seller based on its pro rata ownership of the CLO Vehicle)
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Golub Capital Private Credit Fund entered into Amended and Restated Collateral Management Agreement with GC Advisors LLC valued at collateral management services; fees offset against management fee (effective 2023-07-01).

Action
entry
Counterparty
GC Advisors LLC
Value
collateral management services; fees offset against management fee
Effective
2023-07-01
Exact text from the filing
(ii) an Amended and Restated Collateral Management Agreement, dated as of July 1, 2023, by and among the CLO Vehicle, as borrower, and the Adviser, as collateral manager (in such capacity, the “ Collateral Manager ”) (the “ Collateral Management Agreement ”)
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Golub Capital Private Credit Fund amended Amended and Restated Credit Agreement with Société Générale, Wilmington Trust, National Association valued at $500 million aggregate commitments; $250 million term loans; $250 million revolving loans; accordion (effective 2023-07-01).

Action
amendment
Agreement
credit facility
Counterparty
Société Générale, Wilmington Trust, National Association
Value
$500 million aggregate commitments; $250 million term loans; $250 million revolving loans; accordion
Effective
2023-07-01
Exact text from the filing
On July 1, 2023, the CLO Vehicle amended its credit facility (the “ Credit Facility ”) and entered into (i) an Amended and Restated Credit Agreement by and among the CLO Vehicle, as borrower, Société Générale, as administrative agent, the Lenders and the Subordinated Noteholders party thereto, and Wilmington Trust, National Association as collateral agent, collateral administrator, custodian and collateral custodian (the “ Credit Agreement ”)
View on SEC.gov

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Source: SEC EDGAR
accession 0001104659-23-078409
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