Golub Capital BDC, Inc. Announces Stockholder Approval of Proposed Merger With Golub Capital BDC 3, Inc.
May 29 2024 - 4:10PM
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240529849688/en/
Christopher Ericson 312-212-4036 cericson@golubcapital.com
press@golubcapital.com
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