GBDC announces merger with GBDC 3, reduces incentive fees, raises dividend

GOLUB CAPITAL BDC, Inc.

Merger with GBDC 3 expected to close H1 2024; pro forma total assets of $8.5B and over 340 portfolio companies.
Incentive fee reduced from 20.0% to 15.0% permanently at close; waiver effective Jan 1, 2024.
Quarterly base distribution increased by >5% to $0.39/share, payable March 29, 2024; special $0.15/share distributions planned.
Transaction expected to be immediately accretive to NII per share; GAAP leverage to decrease from 1.24x to ~1.10x.
GBDC 3 stockholders to receive GBDC shares based on NAV-for-NAV or premium-based exchange ratio capped at 3% of GBDC 3 NAV.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

GOLUB CAPITAL BDC, Inc. entered into Agreement and Plan of Merger with Golub Capital BDC 3, Inc., Park Avenue Subsidiary Inc., GC Advisors, LLC, and, for certain limited purposes, Golub Capital LLC (effective 2024-01-16).

Action: entry
Agreement: merger
Counterparty: Golub Capital BDC 3, Inc., Park Avenue Subsidiary Inc., GC Advisors, LLC, and, for certain limited purposes, Golub Capital LLC
Effective: 2024-01-16

Exact text from the filing

On January 16, 2024, Golub Capital BDC, Inc., a Delaware corporation (“GBDC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Golub Capital BDC 3, Inc., a Maryland corporation (“GBDC 3”), Park Avenue Subsidiary Inc., a Maryland corporation and wholly owned subsidiary of GBDC (“Merger Sub”), GC Advisors, LLC, a Delaware limited liability company and investment adviser to each of GBDC and GBDC 3 (“GC Advisors”) and, for certain limited purposes, Golub Capital LLC.

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GOLUB CAPITAL BDC, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-24-004323

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