Golub Capital BDC, Inc. Announces Stockholder Approval of Proposed Merger With Golub Capital BDC 3, Inc.

Rhea-AI Summary

Golub Capital BDC (Nasdaq: GBDC) announced that its stockholders approved the proposed merger with Golub Capital BDC 3 at a special meeting on May 29, 2024. The merger received overwhelming support, with 98% of GBDC and GBDC 3 stockholders voting in favor. The merger is anticipated to close in June 2024, subject to customary closing conditions. CEO David B. Golub expressed gratitude towards the stockholders and independent directors for their support and thorough evaluation. He emphasized the mutual benefits expected from the merger for all stockholders involved.

Positive

• 98% of GBDC stockholders approved the merger, indicating strong support.
• 98% of GBDC 3 stockholders also voted in favor, showing mutual agreement.
• The merger is expected to close in June 2024, suggesting a timely progression.
• CEO highlighted the expected benefits for all stockholders, suggesting positive future outcomes.
• Strong backing from independent directors, indicating thorough evaluation.

Negative

• The merger is subject to customary closing conditions, which could potentially delay the process.

Financial Analyst

The merger between Golub Capital BDC, Inc. (GBDC) and Golub Capital BDC 3, Inc. (GBDC 3) is a noteworthy event for investors. Business development companies (BDCs) like GBDC and GBDC 3 primarily invest in small and mid-sized businesses, offering capital in exchange for equity stakes or secured loans. Stockholder approval for this merger, with an overwhelming 98% voting in favor, marks a significant step toward finalizing the transaction.

From a financial perspective, mergers often create opportunities for cost synergies and improved operational efficiencies. Combining resources reduces redundant costs and may enhance the lending capabilities of the new entity. For GBDC shareholders, this means the potential for better returns on investment due to streamlined operations and possibly increased deal flow.

However, investors should be cautious and consider possible integration risks. Mergers require combining different corporate cultures and operational systems, which can lead to initial disruptions. Ensuring that the merger is smooth will be critical for the long-term success of the combined entity.

Overall, the merger could significantly improve GBDC's market position within the BDC sector, potentially leading to a stronger balance sheet and improved investor confidence.

Market Research Analyst

This merger is poised to create a more robust entity in the BDC sector, which includes other notable players like Ares Capital Corporation and Main Street Capital. By merging with GBDC 3, GBDC could gain a larger market footprint, more diversified portfolio and increased market influence. These are key factors that could enhance the combined company's competitive standing.

Market analysts will be particularly interested in how the merger impacts GBDC's ability to attract and secure lucrative investment opportunities. The combined entity's larger asset base might allow it to engage in larger deals, which could improve revenue streams. Furthermore, GBDC’s enhanced market position could make it more resilient against market fluctuations, an important consideration for long-term investors.

While mergers can bring many advantages, the actual benefits will depend on how effectively the company integrates GBDC 3's assets and operations. Investors should pay attention to the company's next earnings reports post-merger for clear indicators of how well the integration is proceeding.

NEW YORK--(BUSINESS WIRE)-- Golub Capital BDC, Inc. (“GBDC,” or the “Company”), a business development company (Nasdaq: GBDC), announced today that it obtained stockholder approval of the proposal related to its merger with Golub Capital BDC 3, Inc. (“GBDC 3”) at a special meeting of the Company’s stockholders on May 29, 2024.

98% of GBDC stockholders who voted at the meeting voted in favor of the proposal related to effecting the proposed merger as described in the joint proxy statement and Company’s prospectus.

At a separate meeting held on May 29, 2024, over 98% of GBDC 3 stockholders who voted at the meeting voted in favor of the proposal related to effecting the proposed merger as described in the joint proxy statement and Company’s prospectus.

The merger is currently expected to close in June 2024, subject to satisfaction of customary closing conditions.

David B. Golub, CEO of GBDC, said, “We would like to thank our stockholders and the stockholders of GBDC 3 for their strong support of the proposed merger. We would also like to thank the independent directors of GBDC and GBDC 3 for their careful evaluation of the proposed merger on behalf of their respective stockholders. We believe the merger with GBDC 3 is a win-win-win—good for GBDC stockholders, good for GBDC 3 stockholders, and good for GBDC. We look forward to delivering the powerful advantages of the combined company to our current and future stockholders.”

About Golub Capital BDC, Inc.

Golub Capital BDC Inc. (“Golub Capital BDC”) is an externally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940. Golub Capital BDC invests primarily in one stop and other senior secured loans of U.S. middle-market companies that are often sponsored by private equity investors. Golub Capital BDC’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 experienced 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 private equity sponsors and investors.

As of January 1, 2024, Golub Capital had over 875 employees and over $65 billion of capital under management, a gross measure of invested capital including leverage. For more information, please visit golubcapital.com.

Forward-Looking Statements

This communication may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this communication may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. GBDC undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this communication.

Some of the statements in this communication constitute forward-looking statements, which relate to future events, future performance or financial condition or the two-step merger of GBDC 3 with and into GBDC (collectively, the “Mergers”). The forward-looking statements involve risks and uncertainties, including statements as to: future operating results of GBDC and GBDC 3; business prospects of GBDC and GBDC 3 and the prospects of their portfolio companies; and the impact of the investments that GBDC and GBDC 3 expect to make. In addition, words such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this communication involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) expected synergies and savings associated with the Mergers; (ii) the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers; (iii) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (iv) risks associated with possible disruption in the operations of GBDC and GBDC 3 or the economy generally, including those caused by global health pandemics, such as the COVID-19 pandemic, or other large scale events; (v) turmoil in Ukraine and Russia, including sanctions related to such turmoil, and the potential for volatility in energy prices and other supply chain issues and any impact on the industries in which GBDC and GBDC 3 invest; (vi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (vii) changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of GBDC’s or GBDC 3’s assets; (viii) elevating levels of inflation, and its impact on GBDC and GBDC 3, on their portfolio companies and on the industries in which they invest; (ix) GBDC’s and GBDC 3’s plans, expectations, objectives and intentions, as a result of the Mergers; (x) the future operating results and net investment income projections of GBDC and GBDC 3 following the closing of the Mergers; (xi) the ability of GC Advisors to locate suitable investments for GBDC and GBDC 3 and to monitor and administer its investments; (xii) the ability of GC Advisors or its affiliates to attract and retain highly talented professionals; and (xiii) other considerations that may be disclosed from time to time in GBDC’s and GBDC 3’s publicly disseminated documents and filings. GBDC and GBDC 3 have based the forward-looking statements included in this press release on information available to them on the date of this communication, and they assume no obligation to update any such forward-looking statements. Although GBDC and GBDC 3 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 they may make directly to you or through reports that GBDC and GBDC 3 in the future may file with the SEC, including the registration statement on Form N-14, which includes the joint proxy statement of GBDC and GBDC 3 and a prospectus of GBDC, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240529849688/en/

Christopher Ericson

312-212-4036

cericson@golubcapital.com

press@golubcapital.com

Source: Golub Capital BDC, Inc.

FAQ

When did GBDC stockholders approve the merger with GBDC 3?

GBDC stockholders approved the merger on May 29, 2024.

What percentage of GBDC stockholders voted in favor of the merger with GBDC 3?

98% of GBDC stockholders voted in favor of the merger.

When is the GBDC merger with GBDC 3 expected to close?

The merger is expected to close in June 2024.

What percentage of GBDC 3 stockholders supported the merger?

98% of GBDC 3 stockholders supported the merger.

What is the stock symbol for Golub Capital BDC?

The stock symbol for Golub Capital BDC is GBDC.