Golub Capital BDC 424B2 Prospectus for primary offering

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-232387

Prospectus Supplement
(To Prospectus dated June 26, 2019)

$250,000,000

GOLUB CAPITAL BDC, INC.

Common Stock

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in, U.S. middle-market companies.

GC Advisors LLC serves as our investment adviser. Golub Capital LLC serves as our administrator. GC Advisors LLC and Golub Capital LLC are affiliated with Golub Capital (as defined herein), a leading lender to U.S. middle-market companies that has over $35.0 billion of capital under management as of March 31, 2021.

We have entered into an Equity Distribution Agreement, dated May 28, 2021, with SMBC Nikko Securities America, Inc., which we refer to as the Sales Agent, relating to the shares of common stock offered by this prospectus supplement and the accompanying prospectus. The Equity Distribution Agreement provides that we may offer and sell shares of our common stock having an aggregate offering price of up to $250.0 million from time to time through the Sales Agent. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on the Nasdaq Global Select Market or similar securities exchanges or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.

Pursuant to the Equity Distribution Agreement, the Sales Agent will receive a commission from us of up to 1.25% of the gross sales price. The Sales Agent is not required to sell any specific number or dollar amount of common stock, but will use its commercially reasonable efforts consistent with its normal sales and trading practices to sell the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginning on page S-19 of this prospectus supplement. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the Equity Distribution Agreement and discounts, if any, will not be less than the net asset value per share of our common stock at the time of such sale.

Our common stock is traded on the Nasdaq Global Select Market under the symbol “GBDC”. The last reported closing price for our common stock on May 27, 2021 was $15.81 per share. The net asset value of our common stock as of March 31, 2021 (the last date prior to the date of this prospectus supplement on which we determined net asset value) was $14.86 per share.

Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in this offering. Investing in our common stock involves a high degree of risk. Before buying any of our common stock, you should read the discussion of the material risks of investing in our common stock, including the risk of leverage, in “Risk Factors” beginning on page 8 of the accompanying prospectus or otherwise included in or incorporated by reference herein or in the accompanying prospectus and in any free writing prospectuses we have authorized for use in connection with this offering, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

This prospectus supplement and the accompanying prospectus contain important information you should know before investing in our common stock. Please read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before you invest and keep it for future reference. We file annual, quarterly, and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. We maintain a website at http://www.golubcapitalbdc.com and make all of our annual, quarterly, and current reports, proxy statements and other publicly filed information available on or through our website. Information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus or any free writing prospectus. You can also obtain such information, free of charge, and make inquiries by calling us collect at (212) 750-6060 or by contacting us at 200 Park Avenue, 25th Floor, New York, New York 10166, Attention: Investor Relations or investorrelations@golubcapital.com. The SEC also maintains a website at http://www.sec.gov that contains such information.

We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.

Neither the SEC nor any state securities commission has approved or disapproved of our common stock or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

SMBC Nikko

The date of this prospectus supplement is May 28, 2021.

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ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on the information included or incorporated by reference in this prospectus supplement and the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us that relates to this offering. We have not, and the Sales Agent has not, authorized any other person to provide you with different information. We are not, and the Sales Agent is not, making an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us that relates to this offering is accurate as of any date other than their respective dates, or that any information incorporated by reference herein or therein is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the sale of the common stock offered hereby. It is possible that our business, financial condition, results of operations, cash flows and prospects have changed since that date. We will update these documents to reflect material changes only as required by law. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers are permitted.

We have filed with the SEC a registration statement on Form N-2 (File No. 333-232387) utilizing a shelf registration process relating to the common stock described in this prospectus supplement. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus or any document filed prior to the date of this prospectus supplement and incorporated herein by reference, the information in this prospectus supplement will control. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein and any free writing prospectus prepared by or on behalf of us that relates to this offering before investing in our common stock.

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PROSPECTUS SUPPLEMENT

PROSPECTUS

	PROSPECTUS SUMMARY					1
	FEES AND EXPENSES					5
	RISK FACTORS					8
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					11
	USE OF PROCEEDS					13
	PRICE RANGE OF COMMON STOCK					14
	SENIOR SECURITIES					15
	PORTFOLIO COMPANIES					18
	PORTFOLIO MANAGEMENT					41
	DETERMINATION OF NET ASSET VALUE					42
	DIVIDEND REINVESTMENT PLAN					45
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					47
	DESCRIPTION OF OUR CAPITAL STOCK					56
	DESCRIPTION OF OUR PREFERRED STOCK					61
	DESCRIPTION OF OUR SUBSCRIPTION RIGHTS					62
	DESCRIPTION OF WARRANTS					64
	DESCRIPTION OF OUR DEBT SECURITIES					66
	CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR					77
	BROKERAGE ALLOCATION AND OTHER PRACTICES					78
	PLAN OF DISTRIBUTION					79
	LEGAL MATTERS					81
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					81
	AVAILABLE INFORMATION					81
	INCORPORATION BY REFERENCE					82

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PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information included elsewhere in this prospectus supplement and the accompanying prospectus or incorporated by reference. It is not complete and may not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus supplement, the accompanying prospectus, and any related free writing prospectus, including the risks of investing in the common stock discussed in the section titled “Risk Factors” in the accompanying prospectus and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement.

Except as otherwise indicated, the terms:

•

“we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc., a Delaware corporation, and its consolidated subsidiaries;

•

“GCIC” refers to Golub Capital Investment Corporation, a Maryland corporation that we acquired on September 16, 2019 pursuant to the Merger;

•

“2018 Debt Securitization” refers to the $602.4 million term debt securitization that we completed on November 16, 2018, in which Golub Capital BDC CLO III LLC, a Delaware limited liability company, or “LLC”, and our indirect subsidiary, or the “2018 Issuer,” issued an aggregate of $602.4 million of notes, or the “2018 Notes,” including $327.0 million of Class A 2018 Notes, which bear interest at a rate of three-month LIBOR plus 1.48%, $61.2 million of Class B 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.10%, $20.0 million of Class C-1 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.80%, $38.8 million of Class C-2 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.65%, $42.0 million of Class D 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.95%, and $113.4 million of Subordinated 2018 Notes that do not bear interest;

•

“2024 Notes” refers to the $400.0 million in aggregate principal amount of unsecured notes issued by Golub Capital BDC on October 2, 2020. The 2024 Notes bear interest at a rate of 3.375% per year payable semiannually in arrears on April 15 and October 15 of each year. The 2024 Notes mature on April 15, 2024.

•

“2026 Notes” refers to the $400.0 million in aggregate principal amount of unsecured notes issued by Golub Capital BDC on February 24, 2021. The 2026 Notes bear interest at a rate of 2.500% per year payable semiannually in arrears on February 24 and August 24 of each year. The 2026 Notes mature on August 24, 2026.

•

“GCIC 2018 Debt Securitization” refers to the $908.2 million term debt securitization that we acquired as part of the Merger. On December 13, 2018, GCIC CLO II LLC, a Delaware LLC and, currently, our indirect subsidiary, or the “GCIC 2018 Issuer,” issued an aggregate of $908.2 million of notes, or the “GCIC 2018 Notes,” including $490.0 million of AAA/AAA Class A-1 GCIC 2018 Notes, which bear interest at a rate of three-month LIBOR plus 1.48%, $38.5 million of AAA Class A-2 GCIC 2018 Notes, which bear interest at a fixed rate of 4.67%, $18.0 million of AA Class B-1 GCIC 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.25%, $27.0 million of the Class B-2 GCIC 2018 Notes, which bear interest at a rate of three-month LIBOR plus 1.75%, $95.0 million of Class C GCIC 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.30%, $60.0 million of Class D GCIC 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.75% and $179.7 million of Subordinated GCIC 2018 Notes that do not bear interest. On December 21, 2020, the GCIC 2018 Issuer entered into a supplemental indenture (the “GCIC Supplemental Indenture”) to amend the GCIC 2018 Debt Securitization. The GCIC Supplemental Indenture amended the GCIC 2018 Debt Securitization to, among other things, (a) refinance the GCIC 2018 Notes by redeeming in full the $38.5 million of Class A-2 GCIC 2018 Notes and issuing new Class A-2-R GCIC 2018 Notes in an aggregate principal amount of $38.5 million that will bear interest at a rate of 2.498%, which is a decrease from the rate of 4.665% of the former Class A-2 GCIC 2018 Notes and (b) provide for a non-call period, during which the Class A-2-R GCIC 2018 Notes cannot be redeemed, from the date of the GCIC Supplemental

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Indenture to but excluding June 21, 2021. Golub Capital BDC’s wholly-owned direct subsidiary, GCIC CLO II Depositor LLC, was and remains the sole owner of the equity of the GCIC 2018 Issuer. The Class A-2-R GCIC 2018 Notes offered in the refinancing of the GCIC 2018 Debt Securitization were issued by and are secured obligations of the GCIC 2018 Issuer. The other material terms of the GCIC 2018 Debt Securitization were unchanged;

•

“2020 Debt Securitization” refers to the $330.4 million term debt securitization, of which $297.4 million was funded at closing, that we completed on August 26, 2020, in which Golub Capital BDC CLO 4 LLC, a Delaware LLC, and our indirect subsidiary, or the “2020 Issuer,” issued an aggregate of $330.4 million of notes, or the “2020 Notes,” including $137.5 million of AAA Class A-1 2020 Notes, which bear interest at the three-month LIBOR plus 2.35%, $10.5 million of AAA Class A-2 2020 Notes, which bear interest at the three-month LIBOR plus 2.75%, $21.0 million of AA Class B 2020 Notes, which bear interest at the three-month LIBOR plus 3.20%, up to $33.0 million A Class C 2020 Notes, which remained unfunded upon closing of the transactions, and, if funded, will bear interest at the three-month LIBOR plus a spread set in connection with the funding date but which in no event will be greater than 3.65%, and approximately $108.4 million of Subordinated 2020 Notes, which do not bear interest. As part of the 2020 Debt Securitization, we also entered into a credit agreement upon closing pursuant to which various financial institutions and other persons, which are, or may become, parties thereto as lenders committed to make $20.0 million of AAA Class A-1-L loans to us, or the “2020 Loans,” which bear interest at the three-month LIBOR plus 2.35% and were fully drawn upon closing of the transactions;

•

“Debt Securitizations” refers collectively to, the 2018 Debt Securitization, the GCIC 2018 Debt Securitization and the 2020 Debt Securitization and each, a “Debt Securitization;”

•

“Revolving Credit Facilities” refers collectively to the JPM Credit Facility and the MS Credit Facility II, and each a “Revolving Credit Facility;”

•

“MS Credit Facility II” refers to the senior secured revolving credit facility that Golub Capital BDC Funding II, LLC, a Delaware LLC and our direct subsidiary, or “Funding II”, entered into on February 1, 2019, with Morgan Stanley Senior Funding, Inc., as the administrative agent, each of the lenders from time to time party thereto, each of the securitization subsidiaries from time to time party thereto, and Wells Fargo Bank, N.A., as collateral agent, account bank and collateral custodian, as most recently amended on April 13, 2021, that allows for borrowing of up to $75.0 million, provided, that the borrowing capacity may be increased pursuant to an uncommitted “accordion” feature, which allows Funding II to increase the borrowing capacity under the MS Credit Facility II up to an aggregate of $275.0 million with the consent of the administrative agent and each lender under the facility whose commitment would be increased. The MS Credit Facility II bears interest at the applicable base rate plus 2.05% per annum through the revolving period, which ends April 12, 2024, and bears interest at the applicable base rate plus 2.55% following the revolving period through the stated maturity date of April 12, 2026;

•

“JPM Credit Facility” refers to the senior secured revolving credit facility that we entered into on February 11, 2021 with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the bank participants acting as lenders that allows for borrowing in an initial aggregate amount of up to $475.0 million as of February 11, 2021 in U.S. dollars and certain agreed upon foreign currencies. The interest rate on the borrowings under the facility ranges from one-month LIBOR plus 1.75% to one-month LIBOR plus 1.875%, through the maturity date of February 11, 2026;

•

“Adviser Revolver” refers to the line of credit with GC Advisors, which, as of March 31, 2021, allowed for borrowing up to $100.0 million;

•

“Merger” refers to the merger, on September 16, 2019, of Fifth Ave Subsidiary Inc., our wholly owned subsidiary, with and into GCIC, with GCIC as the surviving company, together with, unless the context otherwise requires, the merger that occurred immediately after the initial merger on September 16, 2019 of GCIC with and into Golub Capital BDC, Inc., with Golub Capital BDC, Inc., as the surviving company; at the effective time of the Merger, each outstanding share of GCIC’s

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common stock was converted into the right to receive 0.865 shares of our common stock (with GCIC’s stockholders receiving cash in lieu of fractional shares of our common stock) and, as a result of the Merger, we issued an aggregate of 71,779,964 shares of our common stock to former stockholders of GCIC;

•

“SBIC Funds” refers collectively to our consolidated subsidiaries, GC SBIC V, L.P. and GC SBIC VI, L.P.;

•

“GC Advisors” refers to GC Advisors LLC, a Delaware LLC, our investment adviser;

•

“Administrator” refers to Golub Capital LLC, a Delaware LLC, an affiliate of GC Advisors and our administrator;

•

“Investment Advisory Agreement” refers to the Third Amended and Restated Investment Advisory Agreement by and between us and GC Advisors, dated as of September 16, 2019; and

•

“Golub Capital” refers, collectively, to the activities and operations of Golub Capital LLC (formerly Golub Capital Management LLC), which entity employs all of Golub Capital’s investment professionals, GC Advisors and associated investment funds and their respective affiliates.

Golub Capital BDC

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. We were formed in November 2009 to continue and expand the business of our predecessor, Golub Capital Master Funding LLC, which commenced operations in July 2007. We make investments primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of middle-market companies that are, in most cases, sponsored by private equity firms. GC Advisors structures our one stop loans as senior secured loans, and we obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of the portfolio company. In many cases, we together with our affiliates are the sole lenders of one stop loans, which can afford us additional influence over the borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.

Our investment objective is to generate current income and capital appreciation by investing primarily in one stop and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in, U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $35.0 billion in capital under management as of March 31, 2021, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.

In this prospectus supplement, the term “middle-market” generally refers to companies having earnings before interest, taxes, depreciation and amortization of less than $100.0 million annually.

We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $10.0 million to $75.0 million of capital, on average, in the securities of U.S. middle-market companies. We expect to selectively invest more than $75.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.

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pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.

Our Adviser

Our investment activities are managed by our investment adviser, GC Advisors. GC Advisors is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. GC Advisors was organized in September 2008 and is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Under the Investment Advisory Agreement, we pay GC Advisors a base management fee and an incentive fee for its services. See “Item 1. Business — Management Agreements — Management Fee” included in our most recent Annual Report on Form 10-K for a discussion of the base management fee and incentive fee, including the cumulative income incentive fee and the income and capital gains incentive fee, payable by us to GC Advisors. Unlike most closed-end funds whose fees are based on assets net of leverage, our base management fee is based on our average-adjusted gross assets (including leverage but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and, therefore, GC Advisors benefits when we incur debt or use leverage. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within 270 days of purchase.

Additionally, under the incentive fee structure, GC Advisors benefits when capital gains are recognized and, because it determines when a holding is sold, GC Advisors controls the timing of the recognition of capital gains. Our board of directors is charged with protecting our interests by monitoring how GC Advisors addresses these and other conflicts of interest associated with its management services and compensation. While not expected to review or approve each borrowing, our independent directors, who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, periodically review GC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate.

GC Advisors is an affiliate of Golub Capital and pursuant to a staffing agreement, or the Staffing Agreement, Golub Capital LLC makes experienced investment professionals available to GC Advisors and provides access to the senior investment personnel of Golub Capital LLC and its affiliates. The Staffing Agreement provides GC Advisors with access to investment opportunities, which we refer to in the aggregate as deal flow, generated by Golub Capital LLC and its affiliates in the ordinary course of their businesses and commits the members of GC Advisors’ investment committee to serve in that capacity. As our investment adviser, GC Advisors is obligated to allocate investment opportunities among us and its other clients fairly and equitably over time in accordance with its allocation policy. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions” in our most recent Annual Report on Form 10-K and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions” in our most recent Quarterly Report on Form 10-Q. However, there can be no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time. GC Advisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Golub Capital LLC’s investment professionals.

An affiliate of GC Advisors, the Administrator, provides the administrative services necessary for us to operate. Subject to the review and approval of our independent directors, we reimburse certain fees and expenses to the Administrator for such services.

About Golub Capital

Golub Capital, founded in 1994, is a leading lender to middle-market companies, with a long track record of investing in senior secured, one stop, second lien and subordinated loans. As of March 31, 2021, Golub Capital had over $35.0 billion of capital under management. Since its inception, Golub Capital has

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closed deals with over 300 middle-market sponsors and repeat transactions with over 200 sponsors. Golub Capital believes that financings with existing borrowers have attractive risk-return characteristics and that our knowledge of the portfolio company, management team and private equity sponsor give us an edge in evaluating risk.

Golub Capital’s middle-market lending group is managed by an eight-member senior management team consisting of Lawrence E. Golub, David B. Golub, Andrew H. Steuerman, Gregory W. Cashman, Spyro G. Alexopoulos, Marc C. Robinson, Robert G. Tuchscherer and Jason J. Van Dussen. As of March 31, 2021, Golub Capital had more than 130 investment professionals supported by more than 350 administrative and back office personnel that focus on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.

Corporate Information

Our principal executive offices are located at 200 Park Avenue, 25th Floor, New York, NY 10166, and our telephone number is (212) 750-6060. Our corporate website is located at www.golubcapitalbdc.com.

Information on our website is not incorporated into or a part of this prospectus supplement or the accompanying prospectus.

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THE OFFERING

This prospectus supplement sets forth certain terms of the common stock that we are offering pursuant to this prospectus supplement and supplements the accompanying prospectus. This section outlines the specific legal and financial terms of the common stock. You should read this section together with the more general description of the common stock in Exhibit 4.8, “Description of Securities,” to our most recent Annual Report on Form 10-K before investing. Capitalized terms used in this prospectus supplement and not otherwise defined shall have the meanings ascribed to them in the accompanying prospectus.

Common Stock Offered by Us

Shares of our common stock having an aggregate offering price of up to $250.0 million.

Manner of Offering

“At the market” offering that may be made from time to time through SMBC Nikko Securities America, Inc., as Sales Agent, using commercially reasonable efforts consistent with its sales and trading practices. See “Plan of Distribution” in this prospectus supplement for more information.

Use of Proceeds

We intend to use the net proceeds from the sale of our common stock to invest in portfolio companies in accordance with our investment objectives and strategies and for general corporate purposes. We expect that our new investments will consist primarily of one stop and other senior secured loans of U.S. middle-market companies. We may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in, U.S. middle-market companies. We will also pay operating expenses, including management and administrative fees, and may pay other expenses such as due diligence expenses relating to potential new investments, from the net proceeds of this offering. We may also use a portion of the net proceeds from this offering to repay amounts outstanding under our Revolving Credit Facilities. As of March 31, 2021, we did not have any outstanding debt under the JPM Credit Facility, although we have subsequently made borrowings under such facility. The JPM Credit Facility bears interest at a maximum annual interest rate of one-month LIBOR plus 1.875% and matures on February 11, 2026. As of March 31, 2021, we had outstanding debt under the MS Credit Facility II of $50.2 million, which bore interest at an annual weighted average interest rate of 2.65% (the applicable base rate plus 2.45% per annum). On April 13, 2021, we entered into an amendment to the MS Credit Facility II to, among other things, reduce the interest rate for borrowings under the facility to the applicable base rate plus 2.05% during the revolving period and to the applicable base rate plus 2.55% thereafter, extend the revolving period from May 3, 2021 to April 12, 2024 and to extend the maturity date from May 1, 2024 to April 12, 2026. If we use net proceeds from this offering to repay amounts under the Revolving Credit Facilities, we may subsequently reborrow under the Revolving Credit Facilities for general corporate purposes, which may include investing in portfolio companies in accordance with our investment strategy. See “Use of Proceeds” in this prospectus supplement for more information.

Nasdaq Global Select Market Symbol

“GBDC”

Trading at a Discount

Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their

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net asset value. We are not generally able to issue and sell our common stock at a price below our net asset value per share unless we have stockholder approval. The risk that our shares may trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value. See “Risk Factors” in our most recent Annual Report on Form 10-K, incorporated by reference herein, in the accompanying prospectus, and under similar headings in the documents that are filed with the SEC on or after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus.

Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan for our stockholders, which is an “opt out” dividend reinvestment plan. Under this plan, cash distributions to our stockholders are automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder receives cash dividends or other distributions. Stockholders who receive distributions in the form of shares of common stock generally are subject to the same U.S. federal, state and local tax consequences as stockholders who elect to receive their distributions in cash but do not receive any corresponding cash distributions with which to pay any applicable taxes. See “Dividend Reinvestment Plan” in the accompanying prospectus.

Custodian and Transfer Agent

U.S. Bank National Association serves as our custodian, and American Stock Transfer & Trust Company, LLC serves as our transfer and dividend paying agent and registrar. See “Custodian, Transfer and Dividend Paying Agent and Registrar” in the accompanying prospectus.

Risk Factors

An investment in our common stock is subject to risks and involves a heightened risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” in our most recent Annual Report on Form 10-K, incorporated by reference herein, in the accompanying prospectus, and under similar headings in the documents that are filed with the SEC on or after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus to read about factors you should consider, including the risks of leverage, before investing in our common stock.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. Actual costs and expenses incurred by investors in shares of our common stock may be greater than the percentage estimates in the table below. The following table excludes one-time fees payable to third parties not affiliated with GC Advisors that were incurred in connection with the Debt Securitizations, but includes all of the applicable ongoing fees and expenses of the Debt Securitizations. Whenever this prospectus supplement contains a reference to fees or expenses paid by “us” or “Golub Capital BDC,” or that “we” will pay fees or expenses, our common stockholders will indirectly bear such fees or expenses.

	Stockholder transaction expenses:
	Sales load (as a percentage of offering price)					1.25%(1)
	Offering expenses (as a percentage of offering price)					0.10%(2)
	Dividend reinvestment plan expenses					None(3)
	Total stockholder transaction expenses (as a percentage of offering price)					1.35%
	Annual expenses (as a percentage of net assets attributable to common stock):
	Management fees					2.43%(4)
	Incentive fees payable under the Investment Advisory Agreement (20%)					0.24%(5)
	Interest payments on borrowed funds					2.50%(6)
	Other expenses					0.51%(7)
	Acquired fund fees and expenses					—%
	Total annual expenses					5.68%(8)

(1)

Amount reflects the maximum commission that we will pay to the Sales Agent in connection with sales of shares of our common stock effected by the Sales Agent in this offering. There is no guarantee that we will sell any shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus.

(2)

Amount reflects estimated offering expenses of approximately $250,000 and assumes we sell $250,000,000 of common stock under the Equity Distribution Agreement.

(3)

The expenses associated with the dividend reinvestment plan are included in “Other expenses.” See “Dividend Reinvestment Plan” in the accompanying prospectus.

(4)

Our management fee is calculated at an annual rate equal to 1.375% and is based on the average adjusted gross assets (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) at the end of the two most recently completed calendar quarters and is payable quarterly in arrears. See “Item 1. Business — Management Agreements” in our most recent Annual Report on Form 10-K and incorporated by reference herein. The management fee referenced in the table above is based on actual amounts incurred during the six months ended March 31, 2021 by GC Advisors in its capacity as investment adviser to us and collateral manager to the 2018 Issuer, the GCIC 2018 Issuer and the 2020 Issuer, collectively the Securitization Issuers, annualized for a full year. The estimate of our annualized base management fees based on actual expenses for the six months ended March 31, 2021 assumes net assets of $2,499.1 million and leverage of $2,086.2 million, which reflects our net assets and leverage as of March 31, 2021.

GC Advisors, as collateral manager for the 2018 Issuer under a collateral management agreement, or the 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This

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fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid directly by the 2018 Issuer to GC Advisors and offset against such management fee. Accordingly, the 1.375% management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the 2018 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.35% fee paid to GC Advisors by the 2018 Issuer. Under the 2018 Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The 2018 Collateral Management Agreement does not include any incentive fee payable to GC Advisors.

GC Advisors, as collateral manager for the GCIC 2018 Issuer under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid directly by the GCIC 2018 Issuer to GC Advisors and offset against such management fee. Accordingly, the 1.375% management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the GCIC 2018 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.35% fee paid to GC Advisors by the GCIC 2018 Issuer. Under the GCIC 2018 Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The GCIC 2018 Collateral Management Agreement does not include any incentive fee payable to GC Advisors.

GC Advisors, as collateral manager for the 2020 Issuer, under a collateral management agreement, or the 2020 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2020 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid directly by the 2020 Issuer to GC Advisors and offset against such management fee. Accordingly, the 1.375% management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the 2020 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.35% fee paid to GC Advisors by the 2020 Issuer. Under the 2020 Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The 2020 Collateral Management Agreement does not include any incentive fee payable to GC Advisors.

For purposes of this table, the SEC requires that the “Management fees” percentage be calculated as a percentage of net assets attributable to common stock, rather than total assets, including assets that have been funded with borrowed monies because common stockholders bear all of this cost. If the base management fee portion of the “Management fees” percentage were calculated instead as a percentage of our total assets, our base management fee portion of the “Management fees” percentage would be approximately 1.32% of total assets.

(5)

The incentive fee referenced in the table above is based on actual amounts of the income component of the incentive fee incurred during the six months ended March 31, 2021, annualized for a full year. As of March 31, 2021, no amount was payable for the capital gains component under the Investment Advisory Agreement. We have structured the calculation of the incentive fee to include a fee limitation such that no incentive fee will be paid to GC Advisors for any quarter if, after such payment, the cumulative incentive fees paid to GC Advisors since the effective date of our election to become a business development company would be greater than 20.0% of our cumulative pre-incentive fee net income.

(6)

Interest payments on borrowed funds is based on our cost of funds on our outstanding indebtedness for the six months ended March 31, 2021, which, as of March 31, 2021, consisted of $50.2 million of

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indebtedness outstanding under the MS Credit Facility II, $97.0 million of debentures issued through our SBIC Funds, $1,143.7 million in notes issued through the Debt Securitizations, $400.0 million of 2024 Notes, and $400.0 million of 2026 Notes. For the six months ended March 31, 2021, the annualized cost of funds for our total debt outstanding, which includes all interest, accretion of discounts, and amortization of debt issuance costs on the Debt Securitizations, was 2.93%. Debt issuance costs represent fees and other direct incremental costs incurred in connection with our Debt Securitizations. These fees include a structuring and placement fee paid to Morgan Stanley & Co. LLC for its services in connection with the initial structuring of the 2018 Debt Securitization and legal fees, accounting fees, rating agency fees and all other costs associated with the 2018 Debt Securitization. These fees also include a structuring and placement fee paid to Wells Fargo Securities, LLC for its services in connection with the initial structuring of the 2020 Debt Securitization and legal fees, accounting fees, rating agency fees and all other costs associated with the 2020 Debt Securitization.

(7)

Includes our overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by the Administrator, and any acquired fund fees and expenses that are not required to be disclosed separately. “Other expenses” are based on actual amounts incurred during the six months ended March 31, 2021, annualized for a full year. “Other expenses” also includes the ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports and providing required services in connection with the administration of each of the Debt Securitizations. The administrative expenses of each of the Securitization Issuers are paid on each payment date in two parts: (1) a component that is paid in a priority to other amounts distributed by the applicable Securitization Issuer, subject to a cap equal to the sum of 0.04% per annum of the adjusted principal balance of the portfolio loans and other assets held by the applicable Securitization Issuer on the last day of the collection period relating to such payment date, plus $150,000 per annum, and (2) a component that is paid in a subordinated position relative to other amounts distributed by the applicable Securitization Issuer equal to any amounts that exceed the aforementioned administrative expense cap.

(8)

All of our expenses, including all expenses of each of the Debt Securitizations, are disclosed in the appropriate line items under “Annual Expenses (as a percentage of net assets attributable to common stock).” “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and after taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been funded with borrowed monies. The reason for presenting expenses as a percentage of net assets attributable to common stockholders is that our common stockholders bear all of our fees and expenses.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses) may be greater or less than those shown. These amounts assume (1) a 1.25% sales load (Sales Agent discounts and commissions), (2) offering expenses totaling 0.10% and (3) total net annual expenses of 5.68% of net assets attributable to common shares as set forth in the table above (other than performance-based incentive fees). Transaction expenses are not included in the following example. For purposes of this table, we have assumed leverage of $2,086.2 million, which was our actual leverage as of March 31, 2021.

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You would pay the following expenses on a $1,000 investment	1 year			3 years			5 years			10 years
Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	67		$	174		$	279		$	540
Assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	77		$	201		$	322		$	609

The foregoing table is to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have an immaterial impact on the expense amounts shown above, is not included in the example. Under our Investment Advisory Agreement, no incentive fee would be payable if we have a 5% annual return. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. The example assumes that all dividends and other distributions are reinvested at net asset value. Under certain circumstances, reinvestment of dividends and other distributions under our dividend reinvestment plan may occur at a price per share that differs from net asset value. See “Dividend Reinvestment Plan” in the accompanying prospectus for more information.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying prospectus and any free writing prospectus prepared by or on behalf of us that relates to this offering of our common stock constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this prospectus supplement, the accompanying prospectus, including the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, and any related free writing prospectus, involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the coronavirus (“COVID-19”) pandemic;

•

the effect of investments that we expect to make and the competition for those investments;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with GC Advisors and other affiliates of Golub Capital;

•

the dependence of our future success on the general economy and its effect on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital and our use of borrowed funds to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

general economic and political trends and other external factors, including the COVID-19 pandemic;

•

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 our assets, including changes from the impact of the COVID-19 pandemic;

•

the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;

•

the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;

•

the ability of GC Advisors to continue to effectively manage our business due to the disruptions caused by the COVID-19 pandemic;

•

our ability to qualify and maintain our qualification as a RIC and as a business development company;

•

general price and volume fluctuations in the stock markets;

•

the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder and any actions toward repeal thereof; and

•

the effect of changes to tax legislation and our tax position.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including as a result of the factors set forth as “Risk Factors” in our most recent Annual

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Report on Form 10-K, incorporated by reference herein, in the accompanying prospectus, and under similar headings in the documents that are filed with the SEC on or after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus.

We have based the forward-looking statements included in this prospectus supplement or the accompanying prospectus, including the documents incorporated by reference, on information available to us on the date of this prospectus supplement. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed, or in the future will file, with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.

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FINANCIAL HIGHLIGHTS

The financial highlights of Golub Capital BDC for the fiscal years ended September 30, 2020, 2019, 2018, 2017, and 2016 and for the six months ended March 31, 2021 and 2020 are as follows:

	Six months ended March 31,						Years ended September 30,
Per share data:(1)	2021			2020			2020			2019			2018			2017			2016
Net asset value at beginning of period		$	14.33		$	16.76		$	16.76		$	16.10		$	16.08		$	15.96		$	15.80
Net increase in net assets as a result of issuance of DRIP shares(2)			—^			0.01			0.01			0.01			0.01			0.01			0.06
Net increase (decrease) in net assets as a result of issuance of shares(3)			—			—			(1.13)			3.17			—			—			—
Net increase in net assets as a result of public offering			—			—			—			—			—			0.19			0.05
Distributions declared:
From net investment income			(0.58)			(0.71)			(1.29)			(1.27)			(1.31)			(1.51)			(1.04)
From capital gains			—			(0.08)			(0.04)			(0.13)			(0.05)			(0.02)			(0.24)
From return of capital			—			—			(0.04)			—			—			—			—
Net investment income			0.47			0.48			0.94			1.36			1.27			1.23			1.25
Net realized gain (loss) on investments			(0.01)			(0.07)			(0.12)			(0.07)			0.29			0.16			0.12
Net change in unrealized appreciation (depreciation) on investments and foreign currency translation(4)			0.65			(1.77)			(0.76)			(2.41)			(0.19)			0.06			(0.04)
Net asset value at end of period		$	14.86		$	14.62		$	14.33		$	16.76		$	16.10		$	16.08		$	15.96
Per share market value at end of period		$	14.62		$	12.56		$	13.24		$	18.84		$	18.75		$	18.82		$	18.57
Total return based on market value(5)			14.90%			(29.80)%			(22.81)%			8.80%			7.65%			10.23%			25.36%
Number of common shares outstanding			168,231,707			133,807,609			167,259,511			132,658,200			60,165,454			59,577,293			55,059,067

Represents an amount less than $0.01

(1)

Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.

(2)

Net increase in net assets as a result of issuance of shares related to the dividend reinvestment plan, or the DRIP.

(3)

For the year ended September 30, 2020, net decrease in net assets as a result of the completion of a transferable rights offering in which the Company issued 33,451,902 shares at a subscription price of $9.17 per share. For the year ended September 30, 2019, net increase in net assets as a result of issuance of shares pursuant to the Merger.

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(4)

Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of the dividend record date.

(5)

Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.

The financial highlights of Golub Capital BDC for the fiscal years ended September 30, 2015, 2014, 2013, 2012, and 2011 are as follows:

	Years ended September 30,
Per share data(1):	2015			2014			2013			2012			2011
Net asset value at beginning of period		$	15.55		$	15.21		$	14.60		$	14.56		$	14.71
Net increase in net assets as a result of public offering			0.09			0.18			0.57			0.04			0.06
Costs related to public offering			—			—			(0.03)			(0.03)			(0.04)
Dividends and distributions
declared:
From net investment income			(1.18)			(1.22)			(1.15)			(1.24)			(1.18)
From capital gains			(0.10)			(0.06)			—			—			(0.09)
From return of capital			—			—			(0.13)			(0.04)			—
Net investment income			1.20			1.26			1.29			1.15			1.16
Net realized gain (loss) on investments			0.19			0.11			(0.04)			(0.23)			0.11
Net realized gain on derivative instruments			—			—			—			0.09			—
Net change in unrealized appreciation (depreciation) on investments			0.05			0.07			0.10			0.22			(0.08)
Net change in unrealized appreciation (depreciation) on derivative instruments			—			—			—			0.08			(0.09)
Net asset value at ending of period		$	15.80		$	15.55		$	15.21		$	14.60		$	14.56
Per share market value at end of period		$	15.98		$	15.95		$	17.32		$	15.90		$	14.85
Total return based on market value(2)			8.21%			(0.52)%			16.98%			15.69%			5.36%
Total return based on average net asset value/members’ equity			9.19%			9.39%			9.03%			8.86%			7.30%
Shares outstanding at end of period			51,300,193			47,119,498			43,282,932			25,688,101			21,733,903

(1)

Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.

(2)

Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.

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USE OF PROCEEDS

Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the market price of our common stock at the time of any such sale. As a result, the actual net proceeds we receive may be more or less than the amount of net proceeds estimated in this prospectus supplement. However, the sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the Equity Distribution Agreement, will not be less than the net asset value per share of our common stock at the time of such sale. If we sell shares of our common stock with an aggregate offering price of $250.0 million, we anticipate that our net proceeds, after deducting the Sales Agent’s commissions and estimated expenses payable by us, will be approximately $246.6 million.

We intend to use the net proceeds from the sale of our common stock to invest in portfolio companies in accordance with our investment objectives and strategies and for general corporate purposes. We expect that our new investments will consist primarily of one stop and other senior secured loans of U.S. middle-market companies. We may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in, U.S. middle-market companies. We will also pay operating expenses, including management and administrative fees, and may pay other expenses such as due diligence expenses relating to potential new investments, from the net proceeds of this offering. We may also use a portion of the net proceeds from this offering to repay amounts outstanding under our Revolving Credit Facilities. As of March 31, 2021, we did not have any outstanding debt under the JPM Credit Facility, although we have subsequently made borrowings under such facility. The JPM Credit Facility bears interest at a maximum annual interest rate of interest of one-month LIBOR plus 1.875% and matures on February 11, 2026. As of March 31, 2021, we had outstanding debt under the MS Credit Facility II of $50.2 million, which bore interest at an annual weighted average interest rate of 2.65% (the applicable base rate plus 2.45% per annum). On April 13, 2021, we entered into an amendment to the MS Credit Facility II to, among other things, reduce the interest rate for borrowings under the facility to the applicable base rate plus 2.05% during the revolving period and to the applicable base rate plus 2.55% thereafter, extend the revolving period from May 3, 2021 to April 12, 2024 and to extend the maturity date from May 1, 2024 to April 12, 2026. If we use net proceeds from this offering to repay amounts under the Revolving Credit Facilities, we may subsequently reborrow under the Revolving Credit Facilities for general corporate purposes, which may include investing in portfolio companies in accordance with our investment strategy.

Certain proceeds of this offering may be used to repay outstanding indebtedness under the JPM Credit Facility. Accordingly, an affiliate of the Sales Agent may receive more than 5% of the proceeds of this offering to the extent such proceeds are used to repay or repurchase outstanding indebtedness under the JPM Credit Facility. In addition, in the future, affiliates of the Sales Agent may be lenders under other credit facilities to which we are from time to time party.

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CAPITALIZATION

The following table sets forth our cash and capitalization as of March 31, 2021:

Dollar amounts are presented in thousands, except share data.

	As of March 31, 2021
	Actual
Assets:
Cash and cash equivalents, restricted cash and cash equivalents		$	184,082
Investments, at fair value			4,395,261
Other assets			25,945
Total assets		$	4,605,288
Liabilities:
Debt		$	2,086,204
Less unamortized debt issuance costs			18,437
Debt less unamortized debt issuance cost			2,067,767
Other liabilities			38,390
Total liabilities			2,106,157
Net assets:
Common stock, par value $0.001 per share; 200,000,000 shares authorized, 168,231,707 shares issued and outstanding as of March 31, 2021			168
Paid in capital in excess of par			2,638,801
Distributable earnings			(139,838)
Total net assets			2,499,131
Net asset value per common share		$	14.86
Total Capitalization		$	4,605,288

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PRICE RANGE OF COMMON STOCK

The information required by this item is contained in our Annual Report on Form 10-K for the year ended September 30, 2020, filed with the SEC on November 30, 2020 and incorporated by reference herein.

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PLAN OF DISTRIBUTION

SMBC Nikko Securities America, Inc. is acting as our Sales Agent in connection with the offer and sale of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Upon written instructions from us, SMBC Nikko will use its commercially reasonable efforts consistent with its normal sales and trading practices to sell, as our Sales Agent, our common stock under the terms and subject to the conditions set forth in the Equity Distribution Agreement dated May 28, 2021. We will instruct SMBC Nikko as to the amount of common stock to be sold by them. We may instruct SMBC Nikko not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the Equity Distribution Agreement and discounts, if any, will not be less than the net asset value per share of our common stock at the time of such sale. We or SMBC Nikko may suspend the offering of shares of our common stock upon proper notice and subject to other conditions.

The Sales Agent will provide written confirmation of a sale to us no later than the opening of the trading day on the Nasdaq Global Select Market following each trading day in which shares of our common stock are sold under the Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the net proceeds to us and the compensation payable by us to the Sales Agent, in connection with the sales.

Pursuant to the Equity Distribution Agreement, the Sales Agent will receive a commission from us of up to 1.25% of the gross sales price. We estimate that the total expenses for the offering, excluding compensation payable to SMBC Nikko under the terms of the Equity Distribution Agreement, will be approximately $250,000. Additionally, we may be required to reimburse up to $250,000 in fees and expenses of counsel to SMBC Nikko if we issue less than $50.0 million in common stock.

Settlement for sales of shares of common stock will occur on the second trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will report, through quarterly reports on Form 10-Q and annual reports on Form 10-K, at least quarterly the number of shares of our common stock sold through the Sales Agent under the Equity Distribution Agreement, the net proceeds to us and compensation payable by us to the Sales Agent with regard to shares sold pursuant to the Equity Distribution Agreement.

In connection with the sale of the common stock on our behalf, the Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agent may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Sales Agent against certain civil liabilities, including liabilities under the Securities Act.

The offering of our shares of common stock pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Equity Distribution Agreement or (ii) the termination of the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by us in our sole discretion under the circumstances specified in the Equity Distribution Agreement by giving notice to the Sales Agent. In addition, SMBC Nikko may terminate the Equity Distribution Agreement under the circumstances specified in the Equity Distribution Agreement by giving notice to us.

The principal business address of SMBC Nikko Securities America, Inc. is 277 Park Avenue, New York, New York 10172.

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Passive Market Making

In connection with this offering, the Sales Agent may engage in passive market making transactions in the common stock on The Nasdaq Global Select Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The Sales Agent is not required to engage in passive market making and may end passive market making activities at any time.

Nasdaq Global Select Market Listing

Our common stock is listed on The Nasdaq Global Select Market under the symbol “GBDC.”

Conflict of Interest

The Sales Agent, together with its affiliates, is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. The Sales Agent and its affiliates have provided in the past and may provide from time to time in the future in the ordinary course of business certain commercial banking, financial advisory, investment banking and other services to us or our affiliates, for which they have received or will be entitled to receive separate fees. In particular, the Sales Agent or its affiliates may execute transactions with us or on our behalf, or for any of our portfolio companies, affiliates and/or managed funds. In addition, the Sales Agent or its affiliates may act as arrangers, underwriters or placement agents for companies whose securities are sold to or whose loans are syndicated to us, our portfolio companies, affiliates, or managed funds.

Certain affiliates of the Sales Agent may be limited partners of private investment funds affiliated with our investment adviser, GC Advisors LLC.

The Sales Agent and its affiliates may also trade in our securities, securities of our portfolio companies, or other financial instruments related thereto, for their own accounts or for the account of others, and may extend loans or financing directly or through derivative transactions to us, our portfolio companies, or affiliates.

We may purchase securities of third parties from the Sales Agent or its affiliates. However, we have not entered into any agreement or arrangement regarding the acquisition of any such securities, and we may not purchase any such securities. We would only purchase any such securities if — among other things — we identified securities that satisfied our investment needs and completed our due diligence review of such securities.

After the date of this prospectus supplement, the Sales Agent and its affiliates may from time to time obtain information regarding specific portfolio companies or us that may not be available to the general public. Any such information is obtained by the Sales Agent and its affiliates in the ordinary course of their business and not in connection with this offering. In addition, the Sales Agents or its affiliates may develop analyses or opinions related to us, our portfolio companies, or affiliates, and buy or sell interests in one or more of our portfolio companies on behalf of their proprietary or client accounts and may engage in competitive activities. There is no obligation on behalf of these parties to disclose their respective analyses, opinions or purchase and sale activities regarding any portfolio company or regarding us to our stockholders or any other persons.

In the ordinary course of their business activities, the Sales Agent and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours

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or our affiliates. The Sales Agent and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

LEGAL MATTERS

Certain legal matters regarding the common stock offered by this prospectus supplement will be passed upon for us by Dechert LLP, Washington, D.C. Certain legal matters in connection with the common stock offered hereby will be passed upon for the Sales Agent by Proskauer Rose LLP, Washington, D.C.

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INCORPORATION BY REFERENCE

This prospectus supplement is part of a registration statement that we have filed with the SEC (File No. 333-232387). We are allowed to “incorporate by reference” the information in documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information.

We incorporate by reference the documents listed below and any future filings (including those made after the date of the filing of this prospectus supplement) we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, subsequent to the date of this prospectus supplement until all of the common stock offered by this prospectus supplement and the accompanying prospectus has been sold or we otherwise terminate the offering of such common stock; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC, which is not deemed filed, is not incorporated by reference (unless specifically set forth in such filing):

This prospectus supplement incorporates by reference the documents set forth below that have been previously filed with the SEC:

•

our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on November 30, 2020;

•

our Quarterly Report on Form 10-Q for the quarter ended December 30, 2020, filed with the SEC on February 8, 2021;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 10, 2021;

•

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 18, 2020;

•

our Current Reports on Form 8-K (other than information furnished rather than filed in accordance with SEC rules) filed with the SEC on October 5, 2020, December 15, 2020, February 3, 2021, February 8, 2021, February 9, 2021, February 12, 2021, February 18, 2021 February 24, 2021, and April 19, 2021; and

•

the description of our common stock referenced in our Registration Statement on Form 8-A (File No. 001-34690), as filed with the SEC on April 13, 2010, including any amendment or report filed for the purpose of updating such description prior to the termination of this offering.

See “Available Information” for information on how to obtain a copy of these filings.

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AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form N-2 (File No. 333-232387), together with all amendments and related exhibits, under the Securities Act, with respect to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. The registration statement contains additional information about us and our common stock being offered by this prospectus supplement and the accompanying prospectus.

We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. The SEC maintains a website that provides access, free of charge, to reports, proxy and information statements and other information we file with the SEC at www.sec.gov. Copies of these reports, proxy and information statements and other information, as well as the registration statement and related exhibits and schedules, can be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102. We maintain a website at www.golubcapitalbdc.com and make all of our annual, quarterly, and current reports, proxy statements, and other publicly filed information available, free of charge, on or through our website.

Information contained on our website is not incorporated into this prospectus supplement, and you should not consider information on our website to be part of this prospectus supplement. You can also obtain such information by calling us collect at (212) 750-6060 or by contacting us at 200 Park Avenue, 25th Floor, New York, New York 10166, Attention: Investor Relations or investorrelations@golubcapital.com.

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Prospectus

$800,000,000

GOLUB CAPITAL BDC, INC.

Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to generate current income and capital appreciation by investing primarily in one stop and other senior secured loans of U.S. middle-market companies. We may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies.

GC Advisors LLC serves as our investment adviser. Golub Capital LLC serves as our administrator. GC Advisors LLC and Golub Capital LLC are affiliated with Golub Capital (as defined herein), a leading lender to middle-market companies that has over $30.0 billion of capital under management as of March 31, 2019.

We may offer, from time to time, in one or more offerings or series, together or separately, up to $800,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities.” We may sell our common stock through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus, or any free writing prospectuses that we have authorized to use in connection with a specific offering. In the event we offer common stock, the offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our board of directors or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. See “Risk Factors” included in, or incorporated by reference into, this prospectus, the applicable prospectus supplement and in the related free writing prospectuses that we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus for more information.

Our common stock is traded on The Nasdaq Global Select Market under the symbol “GBDC”. The last reported closing price for our common stock on June 25, 2019 was $17.63 per share. The net asset value of our common stock on March 31, 2019 (the last date prior to the date of this prospectus on which we determined net asset value) was $15.95 per share.

Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in this offering. Investing in our securities involves a high degree of risk. Before buying any securities, you should read the discussion of the material risks of investing in our securities, including the risk of leverage, included in “Risk Factors” beginning on page 8 of this prospectus or otherwise incorporated by reference herein, and included or incorporated by reference into the applicable prospectus supplement and in any related free writing prospectuses that we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus.

This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the documents incorporated by reference before you invest in our securities. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC. We maintain a website at http://www.golubcapitalbdc.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available on or through our website. Information on our website is not incorporated into or a part of this prospectus or any related prospectus supplement or free writing prospectus. You may also obtain such information, free of charge, and make shareholder inquiries by contacting us at 666 Fifth Avenue, 18th Floor, New York, New York 10103, Attention: Investor Relations, or by calling us collect at (212) 750-6060. The SEC also maintains a website at http://www.sec.gov that contains such information.

We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

The date of this prospectus is June 26, 2019.

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You should rely only on the information included or incorporated by reference in this prospectus, any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred to you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information included or incorporated by reference in this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations, cash flows and prospects may have changed since that date.

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	PROSPECTUS SUMMARY					1
	FEES AND EXPENSES					5
	RISK FACTORS					8
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					11
	USE OF PROCEEDS					13
	PRICE RANGE OF COMMON STOCK					14
	SENIOR SECURITIES					15
	PORTFOLIO COMPANIES					18
	PORTFOLIO MANAGEMENT					41
	DETERMINATION OF NET ASSET VALUE					42
	DIVIDEND REINVESTMENT PLAN					45
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					47
	DESCRIPTION OF OUR CAPITAL STOCK					56
	DESCRIPTION OF OUR PREFERRED STOCK					61
	DESCRIPTION OF OUR SUBSCRIPTION RIGHTS					62
	DESCRIPTION OF WARRANTS					64
	DESCRIPTION OF OUR DEBT SECURITIES					66
	CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR					77
	BROKERAGE ALLOCATION AND OTHER PRACTICES					78
	PLAN OF DISTRIBUTION					79
	LEGAL MATTERS					81
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					81
	AVAILABLE INFORMATION					81
	INCORPORATION BY REFERENCE					82

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ABOUT THIS PROSPECTUS

This prospectus is part of an automatic registration statement that we have filed with the SEC using the “shelf” registration process as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration process, we may offer from time to time in one or more offerings, up to $800,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell our securities through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus, or the free writing prospectuses that we have authorized for use in connection with a specific offering.

This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to that offering. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement will serve as the prospectus relating to the applicable offering. Before buying any of the securities being offered, please carefully read this prospectus, the applicable prospectus supplement, and any related free writing prospectus, together with the additional information described in the sections titled “Risk Factors” and “Available Information.”

This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information.”

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PROSPECTUS SUMMARY

This summary highlights information included elsewhere in this prospectus or incorporated by reference. It is not complete and may not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement, and any related free writing prospectus, including the risks of investing in our securities discussed in the section titled “Risk Factors” in this prospectus and the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Except as otherwise indicated, the terms:

•

“we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc., a Delaware corporation, and its consolidated subsidiaries;

•

“2014 Issuer” refers to Golub Capital BDC CLO 2014 LLC, a Delaware limited liability company, or LLC, our direct subsidiary;

•

“2018 Issuer” refers to Golub Capital BDC CLO III LLC, a Delaware LLC, our indirect subsidiary;

•

“2014 Debt Securitization” refers to the $402.6 million term debt securitization (also known as a collateralized loan obligation, or CLO) that we completed on June 5, 2014, as amended on March 23, 2018, in which the 2014 Issuer issued an aggregate of $402.6 million of notes, or the 2014 Notes, including $191.0 million of Class A-1-R 2014 Notes, which bear interest at a rate of three-month London Interbank Offered Rate, or LIBOR, plus 0.95%, $20.0 million of Class A-2-R 2014 Notes, which bear interest at a rate of three-month LIBOR plus 0.95%, $35.0 million of Class B-R 2014 Notes, which bear interest at a rate of three-month LIBOR plus 1.40%, $37.5 million of Class C-R 2014 Notes, which bear interest at a rate of three-month LIBOR plus 1.55%, and $119.1 million of LLC equity interests that do not bear interest. The 2014 Debt Securitization is a form of secured financing incurred by us, consolidated in our consolidated financial statements and subject to our overall asset coverage requirements;

•

“2018 Debt Securitization” refers to the $602.4 million term debt securitization that we completed on November 16, 2018, in which the 2018 Issuer issued an aggregate of $602.4 million of notes (the “2018 Notes”), including $327.0 million of Class A 2018 Notes, which bear interest at a rate of three-month LIBOR, plus 1.48%, $61.2 million of Class B 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.10%, $20.0 million of Class C-1 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.80%, $38.8 million of Class C-2 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.65%, $42.0 million of Class D 2018 Notes, which bear interest at a rate of three-month LIBOR plus 2.95%, and $113.4 million of Subordinated 2018 Notes that do not bear interest. The 2018 Debt Securitization is a form of secured financing incurred by us, consolidated in our consolidated financial statements and subject to our overall asset coverage requirements;

•

“Credit Facility” refers to the amended and restated senior secured revolving credit facility that Golub Capital BDC Funding LLC, a Delaware LLC and our direct subsidiary, originally entered into on July 21, 2011 and terminated on February 4, 2019, with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender and collateral agent, that allowed for borrowing up to $170 million and that bore interest at a rate of one-month LIBOR plus 2.15% per annum through the reinvestment period, which would have ended on September 20, 2019, and would have matured on September 21, 2023;

•

“MS Credit Facility” refers to the amended senior secured credit facility that Golub Capital BDC 2010-I LLC, a Delaware LLC and our indirect subsidiary, originally entered into on July 20, 2018 and terminated on November 16, 2018, with Morgan Stanley Bank, N.A., as lender, Morgan Stanley Senior Secured Funding, Inc. as administrative agent, and U.S. Bank National Association, as collateral agent for the administrative agent and the lenders, that allowed for borrowing up to $450 million and that bore interest at a rate of one-month LIBOR plus 1.90% per annum through the reinvestment period, which would have ended on January 18, 2019, and would have matured on March 20, 2019;

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•

“MS Credit Facility II” refers to the senior secured revolving credit facility that Golub Capital BDC Funding II LLC, a Delaware LLC and our direct, wholly-owned, consolidated subsidiary, entered into on February 1, 2019, with Morgan Stanley Senior Funding, Inc., as the administrative agent, each of the lenders from time to time party thereto, each of the securitization subsidiaries from time to time party thereto, and Wells Fargo Bank, N.A., as collateral agent, account bank, and collateral custodian, that currently allows borrowing up to $200 million. The revolving period under the MS Credit Facility II will continue through February 1, 2021 unless there is an earlier termination or event of default, and the MS Credit Facility II has a scheduled maturity date of February 1, 2024. During the revolving period, borrowings under the MS Credit Facility II and, after any ramp-up period (as defined in the MS Credit Facility II), any undrawn amount under the MS Credit Facility II in excess of 35% of the maximum principal amount of the MS Credit Facility II (up to 65% of the maximum principal amount), will bear interest at the applicable base rate plus 2.05%. Following expiration of the revolving period, the interest rate on outstanding borrowings under the MS Credit Facility II will reset to the applicable base rate plus 2.55% for the remaining term of the MS Credit Facility II. The base rate under the MS Credit Facility II is (i) the one-month LIBOR with respect to any advances denominated in U.S. dollars or U.K. pound sterling, (ii) the one-month Euro Interbank Offered Rate (“EURIBOR”) with respect to any advances denominated in euros, and (iii) the one-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars;

•

“Revolving Credit Facilities” refers collectively to, prior to its termination on February 4, 2019, the Credit Facility, prior to its termination on November 16, 2018, the MS Credit Facility and the MS Credit Facility II, and each a “Revolving Credit Facility”;

•

“SLF” refers to Senior Loan Fund LLC, an unconsolidated Delaware LLC, in which we co-invest with RGA Reinsurance Company, or RGA, primarily in senior secured loans. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect of SLF must be approved by representatives of each of the members (with unanimous approval required from either (i) one representative of each of us and RGA or (ii) both representatives of each of us and RGA). As of March 31, 2019, we owned 87.5% of the outstanding LLC equity interests of SLF. As of March 31, 2019, SLF had LLC equity interest subscriptions from its members totaling $200.0 million. We have committed to fund $175.0 million of LLC equity interest subscriptions to SLF;

•

“GC Advisors” refers to GC Advisors LLC, a Delaware LLC, our investment adviser;

•

“Administrator” refers to Golub Capital LLC, a Delaware LLC, an affiliate of GC Advisors and our administrator; and

•

Golub Capital BDC

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.

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company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.

In this prospectus, the term “middle-market” generally refers to companies having earnings before interest, taxes, depreciation and amortization, or EBITDA, of less than $100.0 million annually.

We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $5.0 million to $30.0 million of capital, on average, in the securities of U.S. middle-market companies. We may also selectively invest more than $30.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.

We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.

Our Adviser

Our investment activities are managed by our investment adviser, GC Advisors. GC Advisors is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. GC Advisors is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act. Under our amended and restated investment advisory agreement, or the Investment Advisory Agreement, with GC Advisors, we pay GC Advisors a base management fee and an incentive fee for its services. See “Business — Management Agreements — Investment Advisory Agreement — Management Fee” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC, for a discussion of the base management fee and incentive fee, including the cumulative income incentive fee and the income and capital gains incentive fee, payable by us to GC Advisors. Unlike most closed-end funds whose fees are based on assets net of leverage, our base management fee is based on our average-adjusted gross assets (including leverage but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and, therefore, GC Advisors benefits when we incur debt or use leverage. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within 270 days of purchase.

Additionally, under the incentive fee structure, GC Advisors benefits when capital gains are recognized and, because it determines when a holding is sold, GC Advisors controls the timing of the recognition of capital gains. Our board of directors is charged with protecting our interests by monitoring how GC Advisors addresses these and other conflicts of interest associated with its management services and compensation. While not expected to review or approve each borrowing, our independent directors periodically review GC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate. See “Business — Management Agreements — Board Approval of the Investment Advisory Agreement” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC.

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Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions” in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments reflected in subsequent filings with the SEC. However, there can be no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time. GC Advisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Golub Capital LLC’s investment professionals.

An affiliate of GC Advisors, the Administrator, provides the administrative services necessary for us to operate. See “Business — Management Agreements — Administration Agreement” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC, for a discussion of the fees and expenses (subject to the review and approval of our independent directors) we are required to reimburse to the Administrator.

About Golub Capital

Golub Capital, founded in 1994, is a leading lender to middle-market companies, with a long track record of investing in senior secured, one stop, second lien and subordinated loans. As of March 31, 2019, Golub Capital had over $30.0 billion of capital under management. Since its inception, Golub Capital has closed deals with over 260 middle-market sponsors and repeat transactions with over 180 sponsors.

Golub Capital’s middle-market lending group is managed by a four-member senior management team consisting of Lawrence E. Golub, David B. Golub, Andrew H. Steuerman and Gregory W. Cashman. As of March 31, 2019, Golub Capital’s more than 100 investment professionals had an average of over 12 years of investment experience and were supported by more than 250 administrative and back office personnel that focus on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.

Risks Associated with Our Business

Our business is subject to numerous risks, as described in the section titled “Risk Factors” in this prospectus, the applicable prospectus supplement and in the related free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments reflected in subsequent filings with the SEC.

Corporate Information

Our principal executive offices are located at 666 Fifth Avenue, 18th Floor, New York, NY 10103, and our telephone number is (212) 750-6060. Our corporate website is located at www.golubcapitalbdc.com. Information on our website is not incorporated into or a part of this prospectus or any related prospectus supplement.

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. Actual costs and expenses incurred by investors in shares of our common stock may be greater than the percentage estimates in the table below. The following table excludes one-time fees payable to third parties not affiliated with GC Advisors that were incurred in connection with each of the 2014 Debt Securitization and the 2018 Debt Securitization, or, collectively, the Debt Securitizations, but includes all of the applicable ongoing fees and expenses of the Debt Securitizations. Whenever this prospectus contains a reference to fees or expenses paid by “us” or “Golub Capital BDC,” or that “we” will pay fees or expenses, our common stockholders will indirectly bear such fees or expenses.

Stockholder transaction expenses:
Sales load (as a percentage of offering price)		—%(1)
Offering expenses (as a percentage of offering price)		—%(2)
Dividend reinvestment plan expenses	None(3)
Total stockholder transaction expenses (as a percentage of offering price)		—%
Annual expenses (as a percentage of net assets attributable to common stock):
Management fees		2.73%(4)
Incentive fees payable under the Investment Advisory Agreement		1.55%(5)
Interest payments on borrowed funds		4.40%(6)
Other expenses		0.60%(7)
Acquired fund fees and expenses		0.03%(8)
Total annual expenses		9.31%(9)

(1)

In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.

(2)

The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price.

(3)

The expenses associated with the dividend reinvestment plan are included in “Other expenses.” See “Dividend Reinvestment Plan.”

(4)

Our management fee is calculated at an annual rate equal to 1.375% and is based on the average adjusted gross assets (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) at the end of the two most recently completed calendar quarters and is payable quarterly in arrears. See “Business — Management Agreements — Investment Advisory Agreement — Management Fee” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. The management fee referenced in the table above is annualized and based on actual amounts incurred by us during the three months ended March 31, 2019. The estimate of our annualized base management fees based on actual expenses for the quarter ended March 31, 2019 assumes net assets of $966.2 million and leverage of $1,051.2 million, which reflects our net assets and leverage as of March 31, 2019.

GC Advisors, as collateral manager for the 2018 Issuer, under a collateral management agreement, or the 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid

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directly by the 2018 Issuer to GC Advisors and offset against such management fee. Accordingly, the 1.375% base management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the 2018 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.25% fee paid to GC Advisors by the 2018 Issuer. Under the 2018 Collateral Management Agreement, the term “collection period” refers to the quarterly period running from the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The 2018 Collateral Management Agreement does not include any incentive fee payable to GC Advisors.

GC Advisors, as collateral manager for the 2014 Issuer, under a collateral management agreement, or the 2014 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2014 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid directly by the 2014 Issuer to GC Advisors and offset against such management fee. Accordingly, the 1.375% base management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the 2014 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.25% fee paid to GC Advisors by the 2014 Issuer. Under the 2014 Collateral Management Agreement, the term “collection period” refers to a quarterly period running from the day after the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The 2014 Collateral Management Agreement does not include any incentive fee payable to GC Advisors.

For purposes of this table, the SEC requires that the “Management fees” percentage be calculated as a percentage of net assets attributable to common stock, rather than total assets, including assets that have been funded with borrowed monies, because common stockholders bear all of this cost. If the base management fee portion of the “Management fees” percentage were calculated instead as a percentage of our total assets, our base management fee portion of the “Management fees” percentage would be approximately 1.29% of total assets.

(5)

The incentive fee referenced in the table above is based on actual amounts of the income component of the incentive fee incurred during the three months ended March 31, 2019, annualized for a full year, and the capital gains component payable under the Investment Advisory Agreement as of March 31, 2019. We have structured the calculation of the incentive fee to include a fee limitation such that no incentive fee will be paid to GC Advisors for any quarter if, after such payment, the cumulative incentive fees paid to GC Advisors since the effective date of our election to become a business development company would be greater than 20.0% of our cumulative pre-incentive fee net income. For a more detailed discussion of the calculation of the incentive fee, see “Business — Management Agreements — Income and Capital Gains Incentive Fee Calculation” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC.

(6)

Interest payments on borrowed funds is based on our cost of funds on our outstanding indebtedness for the three months ended March 31, 2019, which consisted of $176.5 million of indebtedness outstanding under Revolving Credit Facilities, $287.0 million of debentures issued through our SBIC subsidiaries, and $587.6 million in notes issued through the Debt Securitizations. For the three months ended March 31, 2019, the annualized cost of funds for our total debt outstanding, which includes all interest and amortization of debt issuance costs on the Debt Securitizations, was 4.2%. Debt issuance costs represent fees and other direct incremental costs incurred in connection with our Debt Securitizations. These fees include a structuring and placement fee paid to Wells Fargo Securities, LLC for its services in connection with the initial structuring of the 2014 Debt Securitization of $1.81 million, certain fees in an aggregate amount of $0.35 million paid to J.P. Morgan Securities Inc. in connection with subsequent amendments and legal fees, accounting fees, rating agency fees and all other costs associated with the 2014 Debt Securitization. These fees also include a structuring and placement fee paid to Morgan Stanley & Co. LLC for its services in connection with the initial structuring of the 2018 Debt Securitization and legal fees, accounting fees, rating agency fees and all other costs associated with the 2018 Debt Securitization.

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(7)

(8)

Our stockholders indirectly bear the expenses of our investment in SLF. No management fee is charged by the Administrator in connection with the administrative services it provides to SLF. However, SLF does reimburse the Administrator for its costs related to providing accounting, bookkeeping, treasury, loan operations, reporting and administrative services for SLF. Future expenses for SLF may be substantially higher or lower because certain expenses may fluctuate over time.

(9)

“Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been funded with borrowed monies. The reason for presenting expenses as a percentage of net assets attributable to common stockholders is that our common stockholders bear all of our fees and expenses.

Example

You would pay the following expenses on a $1,000 investment	1 year			3 years			5 years			10 years
Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)		$	78		$	226		$	367		$	686
Assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee)		$	88		$	253		$	406		$	742

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RISK FACTORS

Investing in our securities involves a number of significant risks. Before you invest in our securities, you should carefully consider various risks described in the section titled “Risk Factors” below, in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference, and any free writing prospectus that we may authorize for use in connection with this offering. The risks set out in these documents are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of these risks occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described in these documents are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

Risks Relating to Our Investments

The market price of our securities may fluctuate significantly.

The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

•

significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of the companies;

•

changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and business development companies;

•

loss of our qualification as a RIC or business development company;

•

changes in market interest rates and decline in the prices of debt;

•

changes in earnings or variations in operating results;

•

changes in the value of our portfolio investments;

•

changes in accounting guidelines governing valuation of our investments;

•

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

•

departure of GC Advisors’ or any of its affiliates’ key personnel;

•

operating performance of companies comparable to us;

•

general economic trends and other external factors; and

•

loss of a major funding source.

If we issue preferred stock, debt securities or convertible debt securities, the net asset value and market value of our common stock may become more volatile.

We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock, debt securities or convertible debt would likely cause the net asset value and market value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced. If the dividend rate on the preferred stock, or the interest rate on the debt

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securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or debt securities. Any decline in the net asset value of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of our common stock than if we were not leveraged through the issuance of preferred stock. This decline in net asset value would also tend to cause a greater decline in the market price for our common stock.

There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios which may be required by the preferred stock, debt securities, convertible debt or units or of a downgrade in the ratings of the preferred stock, debt securities, convertible debt or units or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund redemption of some or all of the preferred stock, debt securities or convertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, convertible debt or any combination of these securities. Holders of preferred stock, debt securities or convertible debt may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.

We are a holding company and depend on payments from our subsidiaries in order to make payments on any debt securities that we may issue as well as to pay dividends on our common stock. Any debt securities that we issue will be structurally subordinated to the obligations of our subsidiaries.

We are a holding company and fund a majority of our investments through wholly-owned subsidiaries, and a majority of the assets that we hold directly are the equity interests in such subsidiaries, including any subordinated notes issued as part of our debt securitization transactions, which notes represent the residual claimant on distributions by the applicable securitization subsidiary. We depend upon the cash flow from our subsidiaries and the receipt of funds from them in the form of payments on any subordinated notes, dividends, and other distributions, any of which may be subject to restriction or limitations based on the organizational documents of the subsidiaries and the agreements governing the debt of any such subsidiary. In addition, because we are a holding company, any debt securities that we issue will be structurally subordinated to the obligations of our subsidiaries. In the event that one of our subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, its assets will be used first to satisfy the claims of its creditors. Consequently, any claim by us or our creditors, including holders of any debt securities that we may issue, against any subsidiary will be structurally subordinated to all of the claims of the creditors of such subsidiary. We cannot assure security holders that they will receive any payments required to be made under the terms of any debt securities that we may issue, dividends or other distributions.

Holders of any preferred stock that we may issue will have the right to elect members of the board of directors and have class voting rights on certain matters.

The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock, including changes in fundamental investment restrictions and conversion to open-end status and, accordingly, preferred stockholders could veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes.

Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition, if the subscription price is less than our net asset value per share, then you will experience an immediate dilution of the aggregate net asset value of your shares.

In the event we issue subscription rights, stockholders who do not fully exercise their subscription rights should expect that they will, at the completion of a rights offering pursuant to this prospectus, own a

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smaller proportional interest in us than would otherwise be the case if they fully exercised their rights. We cannot state precisely the amount of any such dilution in share ownership because we do not know at this time what proportion of the shares will be purchased as a result of such rights offering.

In addition, if the subscription price is less than the net asset value per share of our common stock, then our stockholders would experience an immediate dilution of the aggregate net asset value of their shares as a result of the offering. The amount of any decrease in net asset value is not predictable because it is not known at this time what the subscription price and net asset value per share will be on the expiration date of a rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such dilution could be substantial.

These dilutive effects may be exacerbated if we were to conduct multiple subscription rights offerings, particularly if such offerings were to occur over a short period of time. In addition, subscription rights offerings and the prospect of future subscription rights offerings may create downward pressure on the secondary market price of our common stock due to the potential for the issuance of shares at a price below our net asset value, without a corresponding change to our net asset value.

The trading market or market value of our publicly issued debt securities may fluctuate.

Our publicly issued debt securities may or may not have an established trading market. We cannot assure you that a trading market for our publicly issued debt securities will ever develop or be maintained if developed. In addition to our creditworthiness, many factors may materially adversely affect the trading market for, and market value of, our publicly issued debt securities. These factors include, but are not limited to, the following:

•

the time remaining to the maturity of these debt securities;

•

the outstanding principal amount of debt securities with terms identical to these debt securities;

•

the ratings assigned by national statistical ratings agencies;

•

the general economic environment;

•

the supply of debt securities trading in the secondary market, if any;

•

the redemption or repayment features, if any, of these debt securities;

•

the level, direction and volatility of market interest rates generally; and

•

market rates of interest higher or lower than rates borne by the debt securities.

You should also be aware that there may be a limited number of buyers when you decide to sell your debt securities. This too may materially adversely affect the market value of the debt securities or the trading market for the debt securities.

Terms relating to redemption may materially adversely affect your return on any debt securities that we may issue.

If your debt securities are redeemable at our option, we may choose to redeem your debt securities at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In addition, if your debt securities are subject to mandatory redemption, we may be required to redeem your debt securities also at times when prevailing interest rates are lower than the interest rate paid on your debt securities. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed.

Our credit ratings may not reflect all risks of an investment in our debt securities.

Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our debt securities. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of or trading market for the publicly issued debt securities.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, may contain forward-looking statements, which relate to future events or our future performance or financial condition. All statements other than statements of historical facts, including statements regarding our future events or future performance or financial condition, are forward-looking statements. The forward-looking statements contained or incorporated by reference in this prospectus and any applicable prospectus supplement or free writing prospectus may involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

��

the effect of investments that we expect to make and the competition for those investments;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with GC Advisors and other affiliates of Golub Capital;

•

the dependence of our future success on the general economy and its effect on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

general economic and political trends and other external factors;

•

the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;

•

the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;

•

our ability to qualify and maintain our qualification as a RIC and as a business development company;

•

general price and volume fluctuations in the stock markets;

•

the impact on our business of Dodd-Frank and the rules and regulations issued thereunder and any actions toward repeal thereof;

•

the effect of changes to tax legislation and our tax position; and

•

the transactions contemplated by the Agreement and Plan of Merger, dated as of November 27, 2018, that we entered into with Golub Capital Investment Corporation, GC Advisors, Fifth Ave Subsidiary Inc., our wholly-owned subsidiary, and, for certain limited purposes, the Administrator, or the Merger, the likelihood the Merger is completed and the anticipated timing of its completion.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward-looking statements contained in this prospectus and any applicable prospectus supplement or free writing prospectus 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 as “Risk Factors” in our most recent Annual Report on Form 10-K and elsewhere contained or incorporated by reference in this prospectus and any applicable prospectus supplement or free writing prospectus.

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Discussions containing forward-looking statements may be found in the sections titled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties in the sections titled “Risk Factors” in the applicable prospectus supplement, in the free writing prospectus we may authorize for use in connection with a specific offering, and in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC.

We base the forward-looking statements included in this prospectus, any prospectus supplement, free writing prospectus and documents incorporated by reference into this prospectus on information available to us on the applicable date of the relevant document. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or 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. This prospectus, any prospectus supplement, free writing prospectus and documents incorporated by reference into this prospectus contains or may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.

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USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement or a free writing prospectus we have authorized for use in connection with a specific offering, we intend to use all or substantially all of the net proceeds from the sale of our securities to invest in portfolio companies in accordance with our investment objective and strategies and for general corporate purposes. We expect that our new investments will consist primarily of one stop and other senior secured loans. We will also pay operating expenses, including management and administrative fees, and may pay other expenses such as due diligence expenses relating to potential new investments, from the net proceeds of any offering of our securities. We may also use a portion of the net proceeds from the sale of our securities to repay amounts outstanding under our Revolving Credit Facilities.

We anticipate that we will use substantially all of the net proceeds of an offering for the above purposes within approximately six months after the completion of any offering of our securities, depending on the availability of appropriate investment opportunities consistent with our investment objective and market conditions. We cannot assure you that we will achieve our targeted investment pace.

Until appropriate investment opportunities can be found, we may also invest the net proceeds of any offering of our securities primarily in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our targeted investment types and, accordingly, may result in lower distributions, if any, during such period. Our ability to achieve our investment objective may be limited to the extent that the net proceeds from an offering, pending full investment, are held in lower yielding interest-bearing deposits or other short-term instruments. See “Business — Regulation — Temporary Investments” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC, for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

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PRICE RANGE OF COMMON STOCK

Our common stock is currently traded on The Nasdaq Global Select Market under the symbol “GBDC”. The following table sets forth: (i) the net asset value per share of our common stock as of the applicable period end, (ii) the range of high and low closing sales prices of our common stock as reported on the Nasdaq during the applicable period, (iii) the closing high and low sales prices as a premium (discount) to net asset value during the relevant period, and (iv) the dividends and distributions per share of our common stock declared during the applicable period.

Period	NAV(1)			Closing Sales Price						Premium of High Sales Price		Premium (Discount) of Low Sales Price to NAV(2)		Dividends and Distributions Declared
Period	NAV(1)			High			Low			Premium of High Sales Price		Premium (Discount) of Low Sales Price to NAV(2)		Dividends and Distributions Declared
Fiscal year ending September 30, 3019
Third quarter (through June 25, 2019)			N/A		$	18.43		$	17.34		N/A		N/A		$	0.32(3)
Second quarter		$	15.95		$	18.65		$	16.62		16.9%		4.2%		$	0.32
First quarter		$	15.97		$	19.01		$	16.38		19.0%		2.6%		$	0.44(4)
Fiscal year ending September 30, 2018
Fourth quarter		$	16.10		$	19.14		$	18.40		18.9%		14.3%		$	0.32
Third quarter		$	16.15		$	18.67		$	17.83		15.6%		10.4%		$	0.32
Second quarter		$	16.11		$	18.44		$	17.62		14.5%		9.4%		$	0.32
First quarter		$	16.04		$	19.41		$	18.20		21.0%		13.5%		$	0.40(5)
Fiscal year ended September 30, 2017
Fourth quarter		$	16.08		$	19.71		$	18.24		22.6%		13.4%		$	0.32
Third quarter		$	16.01		$	20.44		$	19.10		27.7%		19.3%		$	0.32
Second quarter		$	15.88		$	19.88		$	18.38		25.2%		15.7%		$	0.32
First quarter		$	15.74		$	18.76		$	17.55		19.2%		11.5%		$	0.57(6)

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)

Calculated as of the respective high or low closing sales price divided by the quarter-end NAV.

(3)

On May 7, 2019, our Board declared a quarterly distribution of $0.32 per share payable on June 28, 2019 to holders of record of common stock as of June 7, 2019.

(4)

Includes a special distribution of $0.12 per share.

(5)

Includes a special distribution of $0.08 per share.

(6)

Includes a special distribution of $0.25 per share.

The last reported price for our common stock on June 25, 2019 was $17.63 per share. As of June 21, 2019, we had 439 stockholders of record.

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SENIOR SECURITIES

Information about our senior securities is shown as of the dates indicated in the below table which is derived from our consolidated financial statements and related notes. This information about our senior securities should be read in conjunction with our audited and unaudited consolidated financial statements and related notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments reflected in subsequent filings with the SEC.

Class and Year	Total Amount Outstanding Exclusive of Treasury Securities(1)			Asset Coverage per Unit(2)			Involuntary Liquidating Preference per Unit(3)		Average Market Value per Unit(4)
	(In thousands)
Retired Credit Facility
September 30, 2008		$	123,083		$	1,137		—		N/A
September 30, 2009		$	315,306		$	1,294		—		N/A
TRS
September 30, 2011		$	77,986		$	2,240		—		N/A
2010 Debt Securitization
September 30, 2010		$	174,000		$	2,487		—		N/A
September 30, 2011		$	174,000		$	2,240		—		N/A
September 30, 2012		$	174,000		$	2,632		—		N/A
September 30, 2013		$	203,000		$	3,717		—		N/A
September 30, 2014		$	215,000		$	2,491		—		N/A
September 30, 2015		$	215,000		$	2,373		—		N/A
September 30, 2016		$	215,000		$	2,488		—		N/A
September 30, 2017		$	205,000		$	2,852		—		N/A
2014 Debt Securitization
September 30, 2014		$	246,000		$	2,491		—		N/A
September 30, 2015		$	246,000		$	2,373		—		N/A
September 30, 2016		$	246,000		$	2,488		—		N/A
September 30, 2017		$	246,000		$	2,852		—		N/A
September 30, 2018		$	197,483		$	2,695		—		N/A
March 31, 2019 (unaudited)		$	179,443		$	2,250		—		N/A
2018 Debt Securitization
March 31, 2019 (unaudited)		$	408,200		$	2,250		—		N/A
Credit Facility
September 30, 2011		$	2,383		$	2,240		—		N/A
September 30, 2012		$	54,800		$	2,632		—		N/A
September 30, 2013		$	29,600		$	3,717		—		N/A
September 30, 2014		$	27,400		$	2,491		—		N/A
September 30, 2015		$	127,250		$	2,373		—		N/A
September 30, 2016		$	126,700		$	2,488		—		N/A
September 30, 2017		$	63,100		$	2,852		—		N/A
September 30, 2018		$	136,000		$	2,695		—		N/A

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Class and Year	Total Amount Outstanding Exclusive of Treasury Securities(1)			Asset Coverage per Unit(2)			Involuntary Liquidating Preference per Unit(3)		Average Market Value per Unit(4)
	(In thousands)
MS Credit Facility
September 30, 2018		$	234,700		$	2,695		—		N/A
MS Credit Facility II
March 31, 2019 (unaudited)		$	176,530		$	2,250		—		N/A
Revolver
September 30, 2014		$	0			N/A		—		N/A
September 30, 2015		$	0			N/A		—		N/A
Adviser Revolver
September 30, 2016		$	0			N/A		—		N/A
September 30, 2017		$	0			N/A		—		N/A
September 30, 2018		$	0			N/A		—		N/A
March 31, 2019 (unaudited)		$	0			N/A		—		N/A
SBA Debentures
September 30, 2011		$	61,300		$	2,240		—		N/A
September 30, 2012		$	123,500		$	2,632		—		N/A
September 30, 2013		$	179,500		$	3,717		—		N/A
September 30, 2014		$	208,750		$	2,491		—		N/A
September 30, 2015		$	225,000		$	2,373		—		N/A
September 30, 2016		$	277,000		$	2,488		—		N/A
September 30, 2017		$	267,000		$	2,852		—		N/A
September 30, 2018		$	277,500		$	2,695		—		N/A
March 31, 2019 (unaudited)		$	287,000		$	2,250		—		N/A
Total Debt(5)
September 30, 2008		$	123,083		$	1,137		—		N/A
September 30, 2009		$	315,306		$	1,294		—		N/A
September 30, 2010		$	174,000		$	2,487		—		N/A
September 30, 2011		$	254,369		$	2,240		—		N/A
September 30, 2012		$	228,800		$	2,632		—		N/A
September 30, 2013		$	232,600		$	3,717		—		N/A
September 30, 2014		$	488,400		$	2,491		—		N/A
September 30, 2015		$	588,250		$	2,373		—		N/A
September 30, 2016		$	587,700		$	2,488		—		N/A
September 30, 2017		$	514,100		$	2,852		—		N/A
September 30, 2018		$	568,183		$	2,695		—		N/A
March 31, 2019 (unaudited)		$	764,173		$	2,250		—		N/A

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

TABLE OF CONTENTS

(2)

Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

Not applicable because such senior securities are not registered for public trading.

(5)

These amounts exclude the SBA debentures pursuant to exemptive relief we received from the SEC on September 13, 2011.

TABLE OF CONTENTS

PORTFOLIO COMPANIES

The following table sets forth certain information as of March 31, 2019 for each portfolio company in which we had an investment. The general terms of each type of investment, including information on our security interests in the assets of the portfolio companies and the expected interest rates on such investments, are described in “Business — General — Investment Structure” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. Other than our equity investments and our investment in SLF, our only formal relationships with our portfolio companies are the managerial assistance that we may provide upon request and the board observer or participation rights we may receive in connection with our investment. As indicated by footnote to the following table, we are deemed to “control”, as defined in the 1940 Act, SLF because we own more than 25% of SLF’s outstanding voting securities. As of March 31, 2019, other than our investment in SLF, we do not “control”, as defined in the 1940 Act, any of our portfolio companies. As of March 31, 2019, we were an “affiliated person”, as defined in the 1940 Act, of two portfolio companies. In general, under the 1940 Act, we would “control” a portfolio company if we owned, directly or indirectly, more than 25.0% of its voting securities and would be an “affiliate” of a portfolio company if we owned, directly or indirectly, five percent or more of its voting securities. The loans in our current portfolio were either originated or purchased in the secondary market by Golub Capital and its affiliates. As of March 31, 2019, there were 76 portfolio companies with a total fair value of $321.5 million securing the notes issued as part of the 2014 Debt Securitization and 96 portfolio companies with a total fair value of $590.9 million securing the notes issued as part of the 2018 Debt Securitization. The pool of loans in the Debt Securitizations must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

1A Smart Start LLC

500 E Dallas Rd
Suite 100
Grapevine, TX 76051

Home and Office
Furnishings,
Housewares, and
Durable Consumer

Senior loan~

L + 4.50%(a)

7.00%

02/2022

$846

—

Abita Brewing Co., L.L.C.

21084 Highway 36
Covington, LA 70433

Beverage, Food and
Tobacco

One stop

L + 5.75%(a)

8.25%

04/2021

6,939

—

One stop

L + 5.75%

N/A(7)

04/2021

—

Accela, Inc.

2633 Camino Ramon,
Suite 500
San Ramo, CA 94583

Diversified/
Conglomerate Service

One stop*

L + 6.25%(c)

8.85%

09/2023

5,050

—

One stop

L + 6.25%(c)

8.85%

09/2023

—

LLC units

N/A

167

0.1%

Active Day, Inc.

6 Neshaminy Interplex
Suite 401
Trevose, PA 19053

Healthcare, Education
and Childcare

One stop

L + 6.00%(c)

8.60%

12/2021

12,801

—

One stop^

L + 6.00%(c)

8.60%

12/2021

988

—

One stop*

L + 6.00%(c)

8.60%

12/2021

637

—

One stop*

L + 6.00%(c)

8.60%

12/2021

440

—

One stop

L + 6.00%(c)

8.60%

12/2021

—

LLC interest

N/A

370

0.5%

Acuity Eyecare Holdings, LLC

211 East Broadway
Alton, IL 62002

Healthcare, Education
and Childcare

One stop

L + 6.25%(c)

8.92%

03/2022

2,564

—

One stop

L + 6.25%(c)

8.88%

03/2022

202

—

One stop^

L + 6.25%(c)

8.91%

03/2022

149

—

One stop

L + 6.25%

N/A(7)

03/2022

—

One stop

L + 6.25%

N/A(7)

12/2020

—

��

—

LLC interest

N/A

424

0.2%

ADCS Clinics Intermediate
Holdings, LLC

151 Southhall Lane,
Suite 300
Maitland, FL 32751

Healthcare, Education
and Childcare

One stop~

L + 5.75%(a)

8.25%

05/2022

20,957

—

One stop*

L + 5.75%(a)

8.25%

05/2022

107

—

One stop*

L + 5.75%(a)

8.25%

05/2022

—

One stop*

L + 5.75%(a)

8.25%

05/2022

—

One stop

P + 4.75%(f)

10.25%

05/2022

—

Preferred stock

N/A

455

0.0%(17)

Common stock

N/A

—

0.2%

Agilitas USA, Inc.

2001 Mallory Lane,
Suite 201
Franklin, TN 37067

Healthcare, Education
and Childcare

One stop*

L + 5.50%(c)

8.30%

04/2022

8,312

—

One stop

L + 5.50%(c)

8.30%

04/2022

—

One stop

L + 5.50%

N/A(7)

04/2022

—

Agility Recovery Solutions
Inc.

2101 Rexford Road,
Suite 350E
Charlotte, NC 28211

Diversified/
Conglomerate Service

One stop^*

L + 6.00%(a)

8.50%

03/2023

15,789

—

One stop

L + 6.00%(a)

8.49%

03/2023

139

—

Preferred stock

N/A

436

0.4%

Anaqua, Inc.

31 St. James Ave,
11th FL
Boston, MA 02116

Diversified/
Conglomerate Service

One stop^*

L + 6.50%(c)

9.26%

07/2022

6,913

—

One stop

L + 6.50%

N/A(7)

07/2022

—

Appriss Holdings, Inc.

10401 Linn Station Road
Louisville, KY 40223

Electronics

One stop^*~

L + 5.75%(c)

8.35%

05/2022

36,306

—

One stop

L + 5.75%(c)

8.38%

05/2022

732

—

Apptio, Inc.

11100 NE 8th St.
Suite 600
Bellevue, WA 98004

Diversified/��
Conglomerate Service

One stop~

L + 7.25%(a)

9.74%

01/2025

21,780

—

One stop(6)

L + 7.25%

N/A(7)

01/2025

(2)

—

Arcos, LLC

445 Hutchinson Ave,
Suite 600
Columbus OH 43235

Utilities

One stop~

L + 5.75%(c)

8.35%

02/2021

8,663

—

One stop

L + 5.75%

N/A(7)

02/2021

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Aris Teleradiology Company,
LLC

5655 Hudson Drive,
Ste 210
Hudson, OH 44236

Healthcare, Education
and Childcare

Senior loan(8)

L + 5.50%(c)

8.10%

03/2021

$709

—

Senior loan(8)

L + 5.50%(c)

8.29%

03/2021

—

AutoQuotes, LLC

8800 Baymeadows Way West,
Suite 500
Jacksonville, FL 32256

Diversified/
Conglomerate Service

One stop~

L + 6.00%(c)

8.63%

11/2024

4,635

—

One stop

L + 6.00%

N/A(7)

11/2024

—

Batteries Plus Holding
Corporation

1325 Walnut Ridge Dr.
Hartland, WI 53029

Retail Stores

One stop

L + 6.75%(a)

9.25%

07/2022

11,872

—

One stop

P + 5.75%(f)

0.1125

07/2022

—

LP interest

N/A

800

0.2%

Bazaarvoice, Inc.

3900 N. Capital of TX Hwy,
Suite 300
Austin, TX 78746

Diversified/
Conglomerate Service

One stop*~

L + 5.75%(a)

8.25%

02/2024

19,319

—

One stop

L + 5.75%(a)

8.25%

02/2024

—

Benetech, Inc.

2245 Sequoia Dr.,
Suite 300
Aurora, IL 60506

Mining, Steel, Iron and
Non-Precious Metals

One stop(9)(14)

L + 10.00%(a)

10.50% cash/
2.00% PIK

05/2019

4,164

—

One stop(9)(14)

P + 8.75%(a)(f)

11.91% cash/
2.00% PIK

05/2019

209

—

LLC interest(9)(14)

N/A

—

10.2%

LLC interest(9)(14)

N/A

10.2%

Benihana, Inc.

8685 NW 53rd Terrace
#201
Miami, FL 33166

Beverage, Food and
Tobacco

Equity

N/A

1,039

0.7%

BIO18 Borrower, LLC

2300 Englert Dr
Durham, NC, 27713

Healthcare, Education
and Childcare

One stop~

L + 5.50%(c)

8.13%

11/2024

7,224

—

One stop

L + 5.50%(b)

8.06%

11/2024

—

One stop

L + 5.50%

N/A(7)

11/2024

—

Equity

N/A

484

0.1%

BIOVT, LLC

123 Frost Street,
Suite 115
Westbury, NY 11590

Healthcare, Education
and Childcare

One stop^*

L + 5.75%(a)

8.25%

01/2021

18,394

—

One stop~

L + 5.75%(a)

8.25%

01/2021

161

—

One stop

L + 5.75%

N/A(7)

01/2021

—

One stop

L + 5.75%

N/A(7)

01/2021

—

LLC units

N/A

722

0.2%

Boot Barn, Inc.

15776 Laguna Canyon Rd.
Irvine, CA 92618

Retail Stores

Senior loan

L + 4.50%(c)

7.10%

06/2021

393

—

Brandmuscle, Inc.

233 S. Wacker Drive,
Suite 4400
Chicago, IL 60606

Printing and
Publishing

Senior loan^

L + 5.00%(c)

7.60%

12/2021

618

—

LLC interest

N/A

107

0.3%

Brooks Equipment Company,
LLC

10926 David Taylor Drive,
Suite 300
Charlotte, NC 28262

Buildings and Real
Estate

One stop^*

L + 5.00%(c)

7.63%

08/2020

21,096

—

One stop*

L + 5.00%(c)

7.66%

08/2020

2,107

—

One stop

P + 3.75%(f)

9.25%

08/2020

178

—

Common stock

N/A

2,393

0.7%

C. J. Foods, Inc.

21 Main Street
Bern, KS 66408

Beverage, Food and
Tobacco

One stop^*~

L + 6.25%(c)

8.85%

05/2020

8,539

—

One stop^

L + 6.25%(c)

8.85%

05/2020

646

—

One stop

L + 6.25%(c)

8.86%

05/2020

560

—

Preferred stock

N/A

580

0.2%

Cafe Rio Holding, Inc.

215 North Admiral Byrd Road,
Suite 100
Salt Lake City, UT 84116

Beverage, Food and
Tobacco

One stop^

L + 5.50%(a)

8.00%

09/2023

10,318

—

One stop

L + 5.50%(a)

8.00%

09/2023

125

—

One stop*

L + 5.50%(a)

8.00%

09/2023

—

One stop

L + 5.50%(a)

8.00%

09/2023

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

One stop

P + 4.50%(f)

10.00%

09/2023

—

One stop

L + 5.50%

N/A(7)

09/2023

—

Common stock

N/A

271

0.1%

Caliper Software, Inc.

315 Capitol Street,
Suite 100
Houston, TX 77090

Diversified/
Conglomerate Service

One stop~

L + 5.50%(a)

8.00%

11/2025

6,185

—

One stop

L + 5.50%(a)

8.00%

11/2023

—

Preferred stock

N/A

1,280

0.4%

Common stock

N/A

100

0.0%(17)

Captain D’s, LLC

624 Grassmere Drive,
Suite 30
Nashville, TN 37211

Personal, Food and
Miscellaneous Services

Senior loan^

L + 4.50%(a)

6.99%

12/2023

3,881

—

Senior loan

P + 3.50%(a)(f)

8.18%

12/2023

—

��

LLC interest

N/A

0.1%

Captive Resources Midco,
LLC

201 East Commerce Drive
Schaumburg, IL 60173

Insurance

One stop^*~

L + 5.75%(a)

8.25%

12/2021

33,443

—

One stop

L + 5.75%

N/A(7)

12/2021

—

One stop

L + 5.75%

N/A(7)

12/2021

—

LLC units(13)

N/A

534

0.1%

Centrify Corporation

3300 Tannery Way
Santa Clara, CA 95054

Diversified/
Conglomerate Service

One stop*

L + 6.25%(c)

8.86%

08/2024

10,701

—

One stop

P + 5.25%(f)

10.75%

08/2024

147

—

LP interest

N/A

300

0.1%

LP interest

N/A

—

0.1%

Chase Industries, Inc.

10021 Commerce Park Dr.
Cincinnati, OH 45246

Diversified/
Conglomerate
Manufacturing

Senior loan~

L + 4.00%(c)(f)

6.61%

05/2025

6,836

—

Senior loan

L + 4.00%(c)(f)

6.65%

05/2023

—

Senior loan

L + 4.00%(c)(f)

6.60%

05/2025

—

Clarkson Eyecare LLC

15933 Clayton Road,
Suite 210
Ballwin, MO 63011

Personal, Food and
Miscellaneous Services

One stop

L + 6.25%(c)

8.96%

04/2021

—

One stop

L + 6.25%(a)(c)

8.75%

04/2021

—

Clearwater Analytics, LLC

777 W. Maine St.
Suite 900
Boise, ID 83702

Diversified/
Conglomerate Service

One stop^*

L + 5.00%(a)

7.50%

09/2022

8,532

—

One stop

L + 5.00%

N/A(7)

09/2022

—

Cloudbees, Inc.

2001 Gateway Place,
Suite 670W
San Jose, CA 95110

Diversified/
Conglomerate Service

One stop

L + 9.00%(a)

10.99% cash/
0.50% PIK

05/2023

1,903

—

One stop

L + 9.00%

N/A(7)

05/2023

—

Preferred stock

N/A

��

N/A

205

—

Warrant

N/A

—

CLP Healthcare Services,
Inc.

Creekside Crossing IV,
12 Cadillac Dr.,
Ste 360
Brentwood, TN 37027

Healthcare, Education
and Childcare

Senior loan^

L + 5.25%(a)

7.75%

12/2020

3,865

—

Community Veterinary
Partners, LLC

100 N. 20th Street,
Suite 302
Phiadelphia, PA 19103

Personal, Food and
Miscellaneous Services

One stop^

L + 5.50%(c)

8.10%

10/2021

281

—

One stop~

L + 5.50%(c)

8.10%

10/2021

111

—

One stop*

L + 5.50%(c)

8.10%

10/2021

—

One stop

L + 5.50%(c)

8.10%

10/2021

—

One stop~

L + 5.50%(c)

8.10%

10/2021

—

One stop~

L + 5.50%(c)

8.10%

10/2021

—

One stop

L + 5.50%(c)

8.10%

10/2021

—

One stop

L + 5.50%

N/A(7)

10/2021

—

Common stock

N/A

352

0.2%

Compusearch Software
Holdings, Inc.

21251 Ridgetop Circle,
Suite 100
Dulles, VA 20166

Electronics

Senior loan^~

L + 4.25%(c)

6.75%

05/2021

2,057

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Confluence Technologies,
Inc.

Nova Tower One
One Allegheny Square,
Suite 800
Pittsburgh, PA 15212

Diversified/
Conglomerate Service

One stop

L + 7.50%(a)

9.99%

03/2024

$6,998

—

One stop

L + 7.50%

N/A(7)

03/2024

—

LLC interest

N/A

133

0.1%

Connexin Software, Inc.

602 W. Office Center Drive,
Suite 350
Fort Washington, PA 19034

Diversified/
Conglomerate Service

One stop

L + 8.50%(a)

11.00%

02/2024

2,401

—

One stop

L + 8.50%

N/A(7)

02/2024

—

LLC interest

N/A

—

Conservice, LLC

99 East 700 South
Logan, UT 84321

Diversified/
Conglomerate Service

One stop~

L + 5.25%(a)

7.75%

12/2024

1,788

—

One stop

L + 5.25%

N/A(7)

12/2024

—

CRH Healthcare Purchaser,
Inc.

2675 Paces Ferry Road SE,
Suite 2000
Atlanta, GA 30339

Healthcare, Education
and Childcare

Senior loan~

L + 4.50%(c)

7.10%

12/2024

8,245

—

Senior loan

L + 4.50%

N/A(7)

12/2024

—

Senior loan

L + 4.50%

N/A(7)

12/2024

—

LP interest

N/A

201

0.1%

CST Buyer Company

11035 Aurora Ave
Urbandale, IA 50322

Home and Office
Furnishings,
Housewares, and
Durable Consumer

One stop^

L + 5.00%(a)

7.50%

03/2023

2,357

—

One stop

L + 5.00%

N/A(7)

03/2023

—

Cycle Gear, Inc.

4705 Industrial Way
Benicia, CA 94510

Retail Stores

One stop^

L + 5.00%(c)

7.80%

01/2021

10,357

—

One stop^

L + 5.00%(c)

7.80%

01/2021

600

—

LLC units

N/A

426

0.2%

Datto, Inc.

101 Merrott 7,
7th Floor
Norwalk, CT 06851

Diversified/
Conglomerate Service

One stop*~

L + 8.00%(c)

10.49%

12/2022

11,156

—

One stop

L + 8.00%

N/A(7)

12/2022

—

Daxko Acquisition
Corporation

600 University Park Place,
Suite 500
Birmingham, AL 35209

Diversified/
Conglomerate Service

One stop^*

L + 4.75%(a)

7.25%

09/2023

11,190

—

One stop

L + 4.75%

N/A(7)

09/2023

—

DCA Investment Holding,
LLC

6240 Lake
Osprey Dr
Sarasota, FL 34240

Healthcare, Education
and Childcare

One stop^*

L + 5.25%(c)

7.85%

07/2021

18,488

—

One stop^*~

L + 5.25%(c)

7.85%

07/2021

13,261

—

One stop*

L + 5.25%(c)

7.85%

07/2021

2,437

—

One stop

L + 5.25%(c)

7.85%

07/2021

216

—

One stop*

L + 5.25%(c)

7.85%

07/2021

151

—

One stop*

L + 5.25%(c)

7.85%

07/2021

148

—

One stop*

L + 5.25%(c)

7.85%

07/2021

—

One stop

P + 4.25%(f)

9.75%

07/2021

—

One stop

L + 5.25%

N/A(7)

07/2021

—

LLC units

N/A

1,142

0.2%

LLC units

N/A

259

0.2%

Deca Dental Management
LLC

14285 Midway Road,
Suite 160
Addison, Texas 75001

Healthcare, Education
and Childcare

One stop^*

L + 6.00%(c)

8.60%

12/2021

4,042

—

One stop~

L + 6.00%(a)(c)

8.55%

12/2021

492

—

One stop~

L + 6.00%(c)

8.60%

12/2021

356

—

One stop

L + 6.00%(c)

8.70%

12/2021

—

One stop

L + 6.00%(a)

8.50%

12/2021

—

LLC units

N/A

436

0.4%

Dent Wizard International
Corporation

4710 Earth City Expressway
Bridgeton, MO 63044

Automobile

Senior loan~

L + 4.00%(a)

6.50%

04/2020

4,454

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Dental Holdings
Corporation

775 Wayzata Boulevard,
Suite 890
Minneapolis, MN 55416-1232

Healthcare, Education
and Childcare

One stop

L + 6.00%(c)

8.63%

02/2020

$7,113

—

One stop

L + 6.00%(c)

8.63%

02/2020

1,132

—

One stop

L + 6.00%(a)(b)(f)

9.18%

02/2020

573

—

LLC units

N/A

465

0.6%

Digital Guardian, Inc.

860 Winter Street,
Suite 3
Waltham, MA 02451

Diversified/
Conglomerate Service

One stop

L + 9.00%(c)

10.80% cash/
1.00% PIK

06/2023

4,228

—

Subordinated debt

N/A

8.00% PIK

01/2020

202

—

Subordinated debt

N/A

8.00% PIK

04/2019

—

Subordinated debt

N/A

8.00% PIK

06/2023

—

One stop(6)

L + 5.00%

N/A(7)

06/2023

(1)

—

One stop

L + 9.00%

N/A(7)

06/2023

—

Warrant

N/A

—

Diligent Corporation

1385 Broadway,
19th Floor
New York, NY 10018

Electronics

One stop*~

L + 5.50%(c)

8.10%

04/2022

26,001

—

One stop~

L + 5.50%(c)

8.10%

04/2022

4,854

—

One stop*~

L + 5.50%(c)

8.10%

04/2022

4,766

—

One stop^*

L + 5.50%(c)

8.10%

04/2022

2,609

—

One stop

L + 5.50%(c)(d)

8.23%

04/2022

172

—

One stop~

L + 5.50%(c)

8.39%

04/2022

101

—

One stop~

L + 5.50%(d)

8.19%

04/2022

—

One stop

L + 5.50%(d)

8.35%

04/2022

—

One stop

L + 5.50%(d)

8.35%

04/2022

—

One stop~

L + 5.50%(d)

8.19%

04/2022

—

One stop

L + 5.50%

N/A(7)

04/2022

—

Preferred stock

N/A

216

0.0%(17)

DISA Holdings Acquisition
Subsidiary Corp.

12600 Northborough Dr.
Suite 300
Houston, TX 77067

Diversified/
Conglomerate Service

Senior loan~

L + 4.00%(c)(f)

6.69%

06/2022

2,079

—

Senior loan

L + 4.00%(c)(f)

6.69%

06/2022

—

Senior loan

L + 4.00%

N/A(7)

06/2022

—

Common stock

N/A

286

0.1%

Drilling Info Holdings, Inc.

2901 Via Fortuna,
Suite 200
Austin, TX 78746

Oil and Gas

Senior loan*~

L + 4.25%(a)

6.75%

07/2025

14,548

—

Senior loan

L + 4.25%

N/A(7)

07/2025

—

Senior loan

L + 4.25%

N/A(7)

07/2023

—

DTLR, Inc.

7455 N North Ridge Rd
Hanover, MD 21076

Retail Stores

One stop^*

L + 6.50%(c)

9.24%

08/2022

22,616

—

Common stock

N/A

830

0.3%

E2open, LLC

4100 East Third Ave,
Suite 400
Foster City, CA 94404

Diversified/
Conglomerate Service

One stop*~

L + 5.00%(c)

7.63%

11/2024

36,857

—

One stop

L + 5.00%(c)

7.66%

11/2024

625

—

One stop

L + 5.00%

N/A(7)

11/2024

—

EGD Security Systems, LLC

121 Executive Center Drive,
Suite 230
Columbia, SC 29210

Diversified/
Conglomerate Service

One stop

L + 6.25%(c)

8.85%

06/2022

11,113

—

One stop

L + 6.25%(c)

8.85%

06/2022

100

—

One stop^

L + 6.25%(c)

8.88%

06/2022

—

One stop^

L + 6.25%(c)

8.99%

06/2022

—

One stop

L + 6.25%(c)

8.86%

06/2022

—

One stop

L + 6.25%

N/A(7)

06/2022

—

Elite Dental Partners LLC

1 East Wacker Drive,
Suite 2520
Chicago, IL 60601

Healthcare, Education
and Childcare

One stop*

L + 5.25%(a)

7.75%

06/2023

12,212

—

One stop

L + 5.25%(a)

7.75%

06/2023

128

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

One stop

L + 5.25%(a)

7.75%

06/2023

$120

—

One stop~

L + 5.25%(a)

7.75%

06/2023

114

—

One stop~

L + 5.25%(a)

7.75%

06/2023

110

—

One stop

L + 5.25%(a)

7.75%

06/2023

—

LLC units

N/A

456

0.3%

Elite Sportswear, L.P.

2136 N.
13th Street
Reading, PA 19604

Retail Stores

Senior loan

L + 5.75%(c)

8.35%

06/2020

6,185

—

Senior loan

L + 5.75%(c)

8.35%

06/2020

2,487

—

Senior loan

L + 5.75%(c)

8.35%

06/2020

1,280

—

Senior loan

L + 5.75%(c)(d)

8.51%

06/2020

745

—

Senior loan*

L + 5.75%(c)

8.35%

06/2020

420

—

Senior loan

L + 5.75%(c)

8.35%

06/2020

194

—

Senior loan*

L + 5.75%(c)

8.35%

06/2020

185

—

Senior loan

L + 5.75%(c)(d)

8.51%

06/2020

—

LLC units

N/A

—

0.2%

Encore GC Acquisition,
LLC

30230 Orchard Lake Road,
Suite 140
Farmington Hills, MI 48334

Healthcare, Education
and Childcare

LLC units

N/A

249

0.1%

LLC units

N/A

0.1%

EOS Fitness Opco Holdings,
LLC

1 East Washington Street
Phoenix, AZ 85004

Leisure, Amusement,
Motion Pictures,
Entertainment

One stop~

L + 4.75%(a)

7.25%

01/2025

4,784

—

One stop

P + 3.75%(f)

9.25%

01/2025

—

One stop

L + 4.75%

N/A(7)

01/2025

—

Episerver, Inc.

Cargo Works – Enterprise
House 1-2 Hatfields
London, SE1 9PG
United Kingdom

Electronics

One stop~(9)(10)

L + 6.00%(a)

6.00%

10/2024

9,724

—

One stop*

L + 5.75%(a)

8.25%

10/2024

5,775

—

One stop

L + 5.75%

N/A(7)

10/2024

—

Equity

N/A

383

0.0%(17)

ERG Buyer, LLC

12 New Providence Road
Watchung, NJ 07069

Healthcare, Education
and Childcare

One stop*

L + 5.50%(c)

8.10%

05/2024

12,330

—

One stop(6)

L + 5.50%

N/A(7)

05/2024

(9)

—

One stop(6)

L + 5.50%

N/A(7)

05/2024

(45)

—

LLC units

N/A

194

0.3%

LLC units

N/A

—

0.3%

eSolutions, Inc.

8215 W 108th Terrace
Overland Park, KS 66210

Healthcare, Education
and Childcare

One stop^*~

L + 6.50%(a)

9.00%

03/2022

31,557

—

One stop

L + 6.50%(a)

8.99%

03/2022

—

Excelligence Learning
Corporation

2 Lower Ragsdale Drive
Monterey, CA 93940
California, CA 93940

Healthcare, Education
and Childcare

One stop^

L + 6.00%(a)

8.50%

04/2023

4,042

—

Eyecare Services Partners
Holdings LLC

2727 N. Harwood,
Suite 250
Dallas, TX 75201

Healthcare, Education
and Childcare

One stop

L + 6.25%(c)

8.85%

05/2023

7,728

—

One stop*

L + 6.25%(c)

8.85%

05/2023

561

—

One stop*

L + 6.25%(c)

8.85%

05/2023

346

—

One stop

L + 6.25%(c)

9.00%

05/2023

196

—

One stop*

L + 6.25%(c)

8.85%

05/2023

168

—

One stop*

L + 6.25%(c)

8.85%

05/2023

—

One stop*

L + 6.25%(c)

8.85%

05/2023

—

One stop*

L + 6.25%(c)

8.85%

05/2023

—

One stop*

L + 6.25%(c)

8.85%

05/2023

—

One stop

L + 6.25%(c)

8.85%

05/2023

—

LLC units

N/A

0.0%(17)

LLC units

N/A

—

0.0%(17)

Feeders Supply Company,
LLC

315 Baxter Ave.
Louisville, KY 40204

Retail Stores

One stop

L + 5.75%(a)

8.25%

04/2021

4,754

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Subordinated debt

N/A

12.50% cash/
7.00% PIK

04/2021

$69

—

One stop

L + 5.75%

N/A(7)

04/2021

—

Preferred stock

N/A

201

0.5%

Common stock

N/A

—

0.5%

Fintech Midco, LLC

3109 W. Dr.
Martin Luther King Jr. Blvd,
Suite 200
Tampa, FL 33607

Beverage, Food and
Tobacco

One stop*~

L + 5.25%(a)

7.75%

08/2024

12,930

—

One stop

L + 5.25%(a)

7.75%

08/2024

—

One stop

L + 5.25%

N/A(7)

08/2024

—

One stop

L + 5.25%

N/A(7)

08/2024

—

Flavor Producers, LLC

8521 Fallbrook Ave
#380
West Hills, CA 91304

Beverage, Food and
Tobacco

Senior loan~

L + 4.75%(c)

7.35%

12/2023

2,235

—

Senior loan

L + 4.75%

N/A(7)

12/2022

—

Flexan, LLC

6626 W. Dakin Street
Chicago, IL 60634

Chemicals, Plastics and
Rubber

One stop*

L + 5.75%(c)

8.35%

02/2020

2,298

—

One stop^

L + 5.75%(c)

8.35%

02/2020

1,080

—

One stop

P + 4.50%(f)

10.00%

02/2020

—

Preferred stock

N/A

0.1%

Common stock

N/A

—

0.1%

FWR Holding Corporation

8027 Cooper Creek Blvd.
#103
University Park, FL 34201

Beverage, Food and
Tobacco

One stop^

L + 5.50%(a)

8.00%

08/2023

5,232

—

One stop

L + 5.50%(a)

8.00%

08/2023

102

—

One stop

L + 5.50%(a)

8.00%

08/2023

—

One stop

L + 5.50%(a)

7.99%

08/2023

—

One stop

L + 5.50%(a)

8.00%

08/2023

—

One stop

L + 5.50%

N/A(7)

08/2023

—

G & H Wire Company, Inc.

2165 Earlywood Drive
Franklin, IN 46131

Healthcare, Education
and Childcare

One stop^

L + 5.75%(b)

8.33%

09/2023

5,397

—

One stop

L + 5.75%

N/A(7)

09/2022

—

LLC interest

N/A

0.2%

Gamma Technologies, LLC

601 Oakmont Lane,
Suite 220
Westmont, IL 60559

Electronics

One stop^*~

L + 5.50%(a)

8.00%

06/2024

21,372

—

One stop

L + 5.50%

N/A(7)

06/2024

—

Georgica Pine Clothiers,
LLC

236 – 250 Greenpoint Ave
Bldg 6, 2nd Floor
Brooklyn, NY 11222

Personal and Non
Durable Consumer
Products
(Mfg. Only)

One stop

L + 5.50%(c)

8.10%

11/2022

5,592

—

One stop*

L + 5.50%(c)

8.10%

11/2022

3,501

—

One stop^

L + 5.50%(c)

8.10%

11/2022

487

—

One stop*

L + 5.50%(c)

8.10%

11/2022

342

—

One stop

L + 5.50%(c)(f)

8.91%

11/2022

—

LLC units(13)

N/A

153

0.1%

Global ID Corporation

504 N 4th Street,
Suite 204
Fairfield, IA 52556

Beverage, Food and
Tobacco

One stop*

L + 6.50%(c)

9.13%

11/2021

5,118

—

One stop*

L + 6.50%(c)

9.13%

11/2021

—

One stop

L + 6.50%(c)

9.13%

11/2021

—

One stop

L + 6.50%

N/A(7)

11/2021

—

LLC interest

N/A

359

0.2%

Grease Monkey International,
LLC

5575 DTC Pkwy
Suite 100
Greenwood Village, CO 80111

Automobile

Senior loan^*

L + 5.00%(a)

7.50%

11/2022

4,838

—

Senior loan~

L + 5.00%(a)

7.50%

11/2022

149

—

Senior loan~

L + 5.00%(a)

7.50%

11/2022

105

—

Senior loan~

L + 5.00%(a)

7.50%

11/2022

—

Senior loan

L + 5.00%(a)

7.50%

11/2022

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Senior loan

L + 5.00%(a)

7.50%

11/2022

$12

—

LLC units

N/A

701

0.5%

GS Acquisitionco, Inc.

3301 Benson Drive,
#201
Releigh, NC 27609

Diversified/
Conglomerate Service

One stop*~

L + 5.25%(a)

7.75%

05/2024

22,725

—

One stop*

L + 5.25%(a)

7.75%

05/2024

873

—

One stop

L + 5.25%(c)

7.86%

05/2024

200

—

One stop~

L + 5.25%(a)

7.75%

05/2024

185

—

One stop

L + 5.00%

N/A(7)

05/2024

—

LP interest

N/A

160

0.1%

HealthcareSource HR, Inc.

100 Sylvan Road,
Suite 100
Woburn, MA 01801

Diversified/
Conglomerate Service

One stop*

L + 6.75%(c)

9.35%

05/2020

23,269

—

One stop

L + 6.75%

N/A(7)

05/2020

—

LLC interest

N/A

484

0.0%(17)

Hopdoddy Holdings, LLC

14850 N. Scottsdale Road,
Suite 265
Scottsdale, AZ 85254

Beverage, Food and
Tobacco

Equity

N/A

0.5%

Equity

N/A

0.4%

Hydraulic Authority III
Limited

199 The Vale Acton
London W3 7QS
United Kingdon

Diversified/
Conglomerate Service

One stop(9)(10)(11)

L + 6.00%(h)(i)

7.00%

11/2025

6,049

—

One stop(9)(10)(11)

N/A

11.00% PIK

11/2028

—

One stop(9)(10)(11)

L + 6.00%(h)

7.00%

11/2025

—

Preferred stock(9)(10)(11)

N/A

173

0.4%

Common stock(9)(10)(11)

N/A

—

0.3%

ICIMS, Inc.

90 Matawan Road Parkway,
5th Floor
Matawan, NJ 07747

Diversified/
Conglomerate Service

One stop~

L + 6.50%(a)

8.99%

09/2024

5,413

—

One stop

L + 6.50%

N/A(7)

09/2024

—

III US Holdings, LLC

5850 Shellmound Way
Emeryville, CA 94608

Diversified/
Conglomerate Service

One stop

L + 6.00%

N/A(7)

09/2022

—

ILC Dover, LP

One Moonwalker Road
Frederica, DE 19946

Aerospace and Defense

Senior loan~

L + 4.75%(c)

7.63%

12/2023

9,878

—

Immucor, Inc.

3130 Gateway Drive,
PO Box 5625
Norcross, GA 30091

Healthcare, Education
and Childcare

Senior loan

L + 5.00%(c)

7.60%

06/2021

1,588

—

Imperial Optical Midco Inc.

1602 Tullamore Ave
Bloomington, IL 61704

Personal, Food and
Miscellaneous Services

One stop

L + 4.75%(b)

7.31%

08/2023

2,711

—

One stop

L + 4.75%(b)

7.33%

08/2023

—

One stop

L + 4.75%

N/A(7)

08/2023

—

IMPLUS Footcare, LLC

9221 Globe Center Drive,
Suite 120
Morrisvilee, NC 27560

Personal and Non
Durable Consumer
Products
(Mfg. Only)

One stop

L + 6.75%(c)

9.35%

04/2021

—

One stop

L + 6.75%(c)

9.35%

04/2021

9,959

—

One stop

L + 6.75%(c)

9.38%

04/2021

1,754

—

Imprivata, Inc.

10 Maguire Road,
Building 1, Suite 125
Lexinton, MA 02421

Diversified/
Conglomerate Service

Senior loan*~

L + 4.00%(c)

6.60%

10/2023

8,181

—

Senior loan

L + 4.00%

N/A(7)

10/2023

—

Infogix, Inc.

1240 East Diehl Road,
Suite 400
Naperville, IL 60563

Diversified/
Conglomerate Service

One stop~

L + 6.00%(c)

8.60%

04/2024

3,313

—

One stop~

L + 6.00%(c)

8.60%

04/2024

512

—

One stop

L + 6.00%

N/A(7)

04/2024

—

Inhance Technologies Holdings
LLC

16223 Park Row,
Suite 100
Houston, TX 77084

Chemicals, Plastics and
Rubber

One stop

L + 5.25%(c)

7.84%

07/2024

6,863

—

One stop

L + 5.25%

N/A(7)

07/2024

—

One stop

L + 5.25%

N/A(7)

07/2024

—

LLC units

N/A

0.1%

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Institutional Shareholder
Services

702 King Farm Blvd,
Suite 400
Rockville, MD 02850

Finance

Senior loan~

L + 4.50%(c)

7.10%

03/2026

$4,776

—

Senior loan

L + 4.50%(c)

7.10%

03/2024

—

Integral Ad Science, Inc.

95 Morton Street,
8th Floor
New York, NY 10014

Diversified/
Conglomerate Service

One stop~

L + 7.25%(a)

8.50% cash/
1.25% PIK

07/2024

5,032

—

One stop(6)

L + 7.25%

N/A(7)

07/2023

(2)

—

IntegraMed America, Inc.

2 Manhattanville Road
Purchase, NY 10577

Healthcare, Education
and Childcare

LLC interest

N/A

122

0.1%

Integration Appliance, Inc.

200 Portage Ave.
Palo Alto, CA 94306

Diversified/
Conglomerate Service

One stop^*~

L + 7.25%(a)

9.74%

08/2023

34,762

—

One stop

L + 7.25%(a)

9.74%

08/2023

749

—

Integrity Marketing
Acquisition, LLC

9111 Cypress Waters Blvd.
Suite 450
Dallas, TX 75019

Insurance

Senior loan~

L + 4.25%(c)

6.85%

11/2025

1,733

—

Senior loan

L + 4.25%(c)

7.05%

11/2025

—

Internet Pipeline, Inc.

222 Valley Creek Boulevard,
Suite 300
Exton, PA 19341

Insurance

One stop

L + 4.75%(a)

7.25%

08/2022

4,786

—

One stop*

L + 4.75%(a)

7.25%

��

08/2022

2,066

—

One stop*

L + 4.75%(a)

7.25%

08/2022

782

—

One stop

L + 4.75%

N/A(7)

08/2021

—

Preferred stock

N/A

105

0.0%(17)

Common stock

N/A

221

0.0%(17)

Inventus Power, Inc.

4 Westbrook Corporate Center,
Suite 900
Westchester, IL 60154

Diversified/
Conglomerate
Manufacturing

One stop^*

L + 6.50%(a)

9.00%

04/2020

6,518

—

One stop

L + 6.50%(a)(c)

9.04%

04/2020

236

—

Equity

N/A

—

0.0%(17)

Preferred stock

N/A

0.3%

Common stock

N/A

—

0.3%

Invoice Cloud, Inc.

30 Braintree Hill Office Park,
Suite 303
Braintree, MA 02184

Diversified/
Conglomerate Service

One stop~

L + 6.50%(c)

5.95% cash/
3.25% PIK

02/2024

3,807

—

One stop

L + 6.00%

N/A(7)

02/2024

—

One stop(6)

L + 6.00%

N/A(7)

02/2024

(2)

—

JAMF Holdings, Inc.

100 Washington Ave South,
Suite 1100
Minneapolis, MN 55401

Diversified/
Conglomerate Service

One stop~

L + 8.00%(c)

10.69%

11/2022

5,276

—

One stop

L + 8.00%(a)

10.50%

11/2022

—

Jensen Hughes, Inc.

3610 Commerce Drive
Suite 817
Baltimore, MD 21227

Buildings and Real
Estate

Senior loan

L + 4.25%(c)(f)

6.86%

03/2024

499

—

Senior loan

L + 4.25%(c)(f)

6.86%

03/2024

153

—

Senior loan

L + 4.25%(c)(f)

6.86%

03/2024

—

Senior loan

L + 4.25%(a)(c)(f)

6.86%

03/2024

—

Jet Equipment & Tools Ltd.

49 Schooner Street
Coquitlam,
BC V3K 0B3

Retail Stores

One stop~(9)(10)(12)

L + 5.75%(a)

7.72%

11/2024

8,357

—

One stop*(9)(12)

L + 5.75%(c)

8.38%

11/2024

4,950

—

One stop~(9)(12)

L + 5.75%(a)

8.25%

11/2024

2,030

—

One stop(6)(9)(10)(12)

L + 5.75%

N/A(7)

11/2024

(1)

—

LLC units(9)(10)(12)

N/A

555

0.3%

Joerns Healthcare, LLC

2430 Whitehall Park Drive,
Suite 100
Charlotte, NC 28273

Healthcare, Education
and Childcare

One stop^*

L + 6.00%(c)

8.63%

05/2020

2,938

—

Kareo, Inc.

3353 Michelson,
Suite 400
Irvine, CA 92612

Diversified/
Conglomerate Service

One stop

L + 9.00%(a)

11.50%

06/2022

4,550

—

One stop~

L + 9.00%(a)

11.50%

06/2022

417

—

One stop

L + 9.00%(a)

11.50%

06/2022

334

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

One stop

L + 9.00%

N/A(7)

06/2022

$—

—

Preferred stock

N/A

—

Warrants

N/A

—

Warrants

N/A

—

Katena Holdings, Inc.

4 Stewart Court
Denville, NJ 07834

Healthcare, Education
and Childcare

One stop^

L + 5.50%(c)

8.10%

06/2021

8,479

—

One stop^

L + 5.50%(c)

8.10%

06/2021

828

—

One stop

L + 5.50%(c)

8.10%

06/2021

565

—

One stop

P + 4.50%(f)

10.00%

06/2021

—

LLC units

N/A

389

0.5%

Keais Records Service,
LLC

1010 Lamar Street,
18th Floor
Houston, TX 77002

Diversified/
Conglomerate Service

One stop~

L + 4.50%(a)

7.00%

10/2024

8,790

—

One stop

L + 4.50%

N/A(7)

10/2024

—

One stop

L + 4.50%

N/A(7)

10/2024

—

Learn-it Systems, LLC

3600 Clipper Mill Road,
Suite 330
Baltimore, MD 21211

Diversified/
Conglomerate Service

Senior loan~

L + 4.50%(c)

7.11%

03/2025

867

—

Senior loan

L + 4.50%(a)(c)

7.05%

03/2025

—

Senior loan(6)

L + 4.50%

N/A(7)

03/2025

(2)

—

LMP TR Holdings, LLC

1516 Demonbreun Street
Nashville, TN 37203

Leisure, Amusement,
Motion Pictures,
Entertainment

LLC units

N/A

1,019

3.0%

Lombart Brothers, Inc.

5358 Robin
Hood Rd.
Norfolk, VA 23513

Healthcare, Education
and Childcare

One stop^*

L + 6.25%(c)

8.85%

04/2023

13,419

—

One stop^(9)

L + 6.25%(c)

8.85%

04/2023

1,619

—

One stop

P + 5.00%(f)

10.50%

04/2023

—

One stop(9)

P + 5.00%(f)

10.50%

04/2023

—

Common stock

N/A

242

0.1%

Marshall Retail Group
LLC, The

5385 Wynn Road
Las Vegas, NV 89118

Retail Stores

One stop^*

L + 6.00%(c)

8.80%

08/2020

11,896

—

One stop

P + 4.75%(f)

10.25%

08/2019

658

—

LLC units

N/A

119

0.1%

Massage Envy, LLC

14350 N 87th St,
Suite 200
Scottsdale, AZ 85260

Personal and Non
Durable Consumer
Products
(Mfg. Only)

One stop^*~

L + 6.75%(b)

9.31%

09/2020

34,657

—

One stop^

L + 6.75%(a)

9.24%

09/2020

—

One stop

L + 6.75%(a)(c)(f)

9.51%

09/2020

—

One stop*

L + 6.75%(a)(b)

9.26%

09/2020

—

One stop^

L + 6.75%(a)(f)

9.25%

09/2020

—

One stop*

L + 6.75%(a)(f)

9.26%

09/2020

—

One stop^

L + 6.75%(a)(f)

9.25%

09/2020

—

One stop^

L + 6.75%(b)

9.31%

09/2020

—

One stop^

L + 6.75%(a)(f)

9.24%

09/2020

—

One stop

L + 6.75%(a)(b)

9.25%

09/2020

—

One stop^

L + 6.75%(b)

9.31%

09/2020

—

One stop^

L + 6.75%(a)(b)

9.26%

09/2020

—

One stop

L + 6.75%

N/A(7)

09/2020

—

One stop

L + 6.75%

N/A(7)

09/2020

—

LLC interest

N/A

1,684

0.4%

Maverick Bidco Inc.

5001 Plaza on the Lake,
Suite 111
Austin, TX 78746

Diversified/
Conglomerate Service

One stop*~

L + 6.25%(c)

8.85%

04/2023

17,032

—

One stop*

L + 6.25%(c)

8.85%

04/2023

163

—

One stop

L + 6.25%(c)

9.01%

04/2023

—

LLC units

N/A

253

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

MD Now Holdings, Inc.

2007 Palm Beach Lakes Blvd.
West Palm Beach, FL 33409

Healthcare, Education
and Childcare

One stop~

L + 5.00%(c)

7.60%

08/2024

$7,731

—

One stop

L + 5.00%

N/A(7)

08/2024

—

One stop

L + 5.00%

N/A(7)

08/2024

—

LLC units

N/A

0.0%(17)

Mendocino Farms, LLC

13103 Ventura Blvd.,
Suite 100
Studio City, CA 91604

Beverage, Food and
Tobacco

One stop

L + 8.50%(a)

3.50% cash/
7.50% PIK

06/2023

—

One stop

L + 1.00%

N/A(7)

06/2023

—

Common stock

N/A

0.0%(17)

Messenger, LLC

318 East 7th Street
Auburn, IN 46706

Printing and
Publishing

One stop

L + 6.00%(a)(f)

8.52%

08/2023

3,393

—

One stop

L + 6.00%

N/A(7)

08/2023

—

Mid-America Pet Food,
L.L.C.

2024 N. Frontage Road
Mt. Pleasant, Texas 75455

Beverage, Food and
Tobacco

One stop^*

L + 6.00%(c)

8.60%

12/2021

10,698

—

One stop

L + 6.00%

N/A(7)

12/2021

—

Mills Fleet Farm Group
LLC

512 Laurel Street,
PO Box 5055
Brainerd, MN 56401

Retail Stores

One stop^*~

L + 6.25%(a)

8.75%

10/2024

6,685

—

Mindbody, Inc.

4051 Broad Street,
Suite 220
San Luis Obispo, CA 93401

Diversified/
Conglomerate Service

One stop~

L + 7.00%(a)

9.48%

02/2025

22,383

—

One stop(6)

L + 7.00%

N/A(7)

02/2025

(1)

—

Ministry Brands, LLC

9620 Executive Center
Drive North,
Suite 200
St. Petersburg, FL 33702

Diversified/
Conglomerate Service

Senior loan

L + 4.00%(a)

6.50%

12/2022

862

—

Senior loan

L + 4.00%(a)

6.50%

12/2022

493

—

Senior loan

L + 4.00%(a)

6.50%

12/2022

—

MMan Acquisition Co.

22 Crosby Drive,
Suite 100
Bedford, MA 01730

Diversified/
Conglomerate Service

One stop^*

L + 3.00%(c)

5.74%

08/2023

8,197

—

Common stock

N/A

0.0%(17)

Preferred stock

N/A

757

0.0%(17)

MRI Software LLC

28925 Fountain Parkway
Solon, OH 44139

Buildings and Real
Estate

One stop^

L + 5.50%(a)

8.00%

06/2023

23,564

—

One stop^*~

L + 5.50%(a)

8.00%

06/2023

13,674

—

One stop^

L + 5.50%(a)

8.00%

06/2023

355

—

One stop

L + 5.50%(c)

8.30%

06/2023

333

—

One stop~

L + 5.50%(a)

8.00%

06/2023

294

—

One stop*

L + 5.50%(a)

8.00%

06/2023

294

—

One stop*

L + 5.50%(a)

8.00%

06/2023

193

—

One stop^

L + 5.50%(a)

8.00%

06/2023

164

—

One stop~

L + 5.50%(c)

8.30%

06/2023

105

—

One stop~

L + 5.50%(a)

8.00%

06/2023

—

One stop

L + 5.50%(c)

8.10%

06/2023

—

One stop

L + 5.50%(a)(c)

8.00%

06/2023

—

MWD Management, LLC &
MWD Services, Inc.

320 Seven Springs Way,
Suite 250
Brentwood, TN 37027

Healthcare, Education
and Childcare

One stop*

L + 5.25%(c)

7.85%

06/2023

5,836

—

One stop^

L + 5.25%(c)

7.85%

06/2023

228

—

One stop

L + 5.25%

N/A(7)

06/2022

—

One stop

L + 5.25%

N/A(7)

06/2023

—

LLC interest

N/A

119

0.2%

NBC Intermediate, LLC

4560 Belt Line Road,
Ste 350
Addison, TX 75001

Beverage, Food and
Tobacco

Senior loan^

L + 4.25%(a)

6.75%

09/2023

2,024

—

Senior loan

L + 4.25%

N/A(7)

09/2023

—

Senior loan*

L + 4.25%(a)

6.75%

09/2023

1,091

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Net Health Acquisition
Corp.

40 24th Street,
5th Floor
Pittsburgh, PA 15222

Diversified/
Conglomerate Service

One stop*

L + 5.50%(c)

8.10%

12/2023

$3,838

—

One stop*

L + 5.50%(c)

8.10%

12/2023

537

—

One stop

L + 5.50%

N/A(7)

12/2023

—

LP interest

N/A

421

0.2%

NetMotion Wireless Holdings,
Inc.

701 N 34th Street,
Suite 250
Seattle, WA 98103

Telecommunications

One stop^*

L + 6.25%(c)

8.85%

10/2021

6,360

—

One stop

L + 6.25%

N/A(7)

10/2021

—

Netsmart Technologies, Inc.

4950 College Blvd
Overland Park, KS 66211

Diversified/
Conglomerate Service

Senior loan

L + 3.75%(a)

6.25%

04/2023

1,719

—

Senior loan(6)

L + 4.75%

N/A(7)

04/2023

(1)

—

Nextech Systems, LLC

5550 Executive Drive,
#350
Tampa, FL 33609

Diversified/
Conglomerate Service

One stop*~

L + 6.00%(a)

8.50%

03/2024

10,202

—

One stop~

L + 6.00%(a)

8.50%

03/2024

5,579

—

One stop(6)

L + 6.00%

N/A(7)

03/2024

(1)

—

Nexus Brands Group, Inc.

168 E Freedom Ave
Anaheim, CA 92801

Diversified/
Conglomerate Service

One stop*

L + 6.00%(c)

8.59%

11/2023

5,721

—

One stop(9)(10)

L + 6.00%(c)

6.84%

11/2023

3,323

—

��

One stop

L + 6.00%(c)(f)

8.60%

11/2023

124

—

One stop~

L + 6.00%(c)

8.60%

11/2023

—

One stop

L + 6.00%(a)(c)

8.54%

11/2023

—

One stop(9)(10)

L + 6.00%

N/A(7)

11/2023

—

One stop(9)(10)

L + 6.00%

N/A(7)

11/2023

—

LP interest

N/A

222

0.2%

NTS Technical Systems

24007 Ventura Blvd,
Suite 200
Calabasas, CA 91302

Aerospace and Defense

One stop^*~

L + 6.25%(a)

8.74%

06/2021

22,299

—

One stop~

L + 6.25%(a)

8.74%

06/2021

3,682

—

One stop

L + 6.25%

N/A(7)

06/2021

—

Common stock

N/A

573

0.6%

Preferred stock

N/A

350

0.6%

Preferred stock

N/A

193

0.6%

Oliver Street Dermatology
Holdings, LLC

5310 Harvest Hill Road,
Suite 290
Dallas, TX 75230

Healthcare, Education
and Childcare

One stop~

L + 6.25%(c)

8.85%

05/2022

8,383

—

One stop~

L + 6.25%(c)

8.85%

05/2022

846

—

One stop*

L + 6.25%(c)

8.85%

05/2022

188

—

One stop^

L + 6.25%(c)

8.85%

05/2022

135

—

One stop

L + 6.25%(c)

8.90%

05/2022

123

—

One stop*

L + 6.25%(c)

8.85%

05/2022

119

—

One stop*

L + 6.25%(c)

8.85%

05/2022

104

—

One stop^

L + 6.25%(c)

8.85%

05/2022

—

One stop*

L + 6.25%(c)

8.85%

05/2022

—

One stop~

L + 6.25%(c)

8.85%

05/2022

—

One stop^

L + 6.25%(c)

8.85%

05/2022

—

One stop*

L + 6.25%(c)

8.85%

05/2022

—

One stop^

L + 6.25%(c)

8.85%

05/2022

—

One stop^

L + 6.25%(c)

8.85%

05/2022

—

One stop

L + 6.25%

N/A(7)

05/2022

—

LLC units

N/A

121

0.1%

Onicon Incorporated

1500 N. Belcher Road
Clearwater, FL 33764

Diversified/
Conglomerate
Manufacturing

One stop^~

P + 4.50%(f)

10.00%

04/2022

22,118

—

One stop(9)(10)

L + 5.50%(a)

6.50%

04/2022

4,291

—

One stop

P + 4.50%(f)

10.00%

04/2022

135

—

ONsite Mammography,
LLC

815 North Road
Westfield, MA 01085

Healthcare, Education
and Childcare

One stop

L + 6.75%(a)

9.25%

11/2023

3,048

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

One stop

L + 6.75%(a)(d)

9.45%

11/2023

$39

—

One stop

L + 6.75%(d)

9.62%

11/2023

—

Orchid Underwriters Agency,
LLC

1201 19th place,
Suite A-110
Vero Beach, FL 32960

Insurance

Senior loan~

L + 4.50%(c)

7.38%

12/2024

2,385

—

Senior loan

L + 4.50%

N/A(7)

12/2024

—

Senior loan

L + 4.50%

N/A(7)

12/2024

—

Preferred stock

N/A

0.0%(17)

Orthotics Holdings, Inc.

2905 Veterans Memorial Hwy
Ronkonkoma, NY 11779

Personal and Non
Durable Consumer
Products
(Mfg. Only)

One stop*

L + 5.50%(a)

8.00%

02/2020

8,162

—

One stop*(9)

L + 5.50%(a)

8.00%

02/2020

1,338

—

One stop(9)

L + 5.50%

N/A(7)

02/2020

—

One stop

L + 5.50%

N/A(7)

02/2020

—

Pace Analytical Services,
LLC

1800 Elm Street SE
Minneapolis, MN 55414

Ecological

One stop~

L + 5.50%(a)

8.00%

09/2022

15,113

—

One stop^

L + 5.50%(a)

8.00%

09/2022

1,405

—

One stop*

L + 5.50%(a)

8.00%

09/2022

713

—

One stop*

L + 5.50%(a)

8.00%

09/2022

344

—

One stop

L + 5.50%(a)

8.00%

09/2022

159

—

One stop^

L + 5.50%(a)

8.00%

09/2022

118

—

One stop

L + 5.50%(a)

8.00%

09/2022

—

One stop

L + 5.50%(a)

8.00%

09/2022

—

One stop

L + 5.50%

N/A(7)

09/2022

—

One stop

L + 5.50%

N/A(7)

09/2022

—

Common stock

N/A

350

0.1%

PADI Holdco, Inc.

30151 Tomas St.
Rancho Santa Margarita,
CA 92688

Leisure, Amusement,
Motion Pictures,
Entertainment

One stop~(9)(10)

E + 5.75%(g)

5.75%

04/2023

8,958

—

One stop*

L + 5.75%(c)

8.50%

04/2023

9,628

—

One stop

L + 5.75%(b)(c)

8.39%

04/2022

—

LLC units

N/A

457

0.1%

Paper Source, Inc.

410 Milwaukee Ave
Chicago, IL 60654

Retail Stores

One stop^*~

L + 6.25%(c)

8.85%

09/2019

12,255

—

One stop*

L + 6.25%(c)

8.85%

09/2019

1,628

—

One stop

P + 5.00%(f)

0.105

09/2019

339

—

Common stock

N/A

430

0.8%

Pasternack Enterprises, Inc.
and Fairview Microwave,
Inc

17802 Fitch Drive
Irvine, CA 92614

Diversified/
Conglomerate
Manufacturing

Senior loan~

L + 4.00%(a)

6.50%

07/2025

5,606

—

Senior loan

L + 4.00%

N/A(7)

07/2023

—

Pentec Acquisition Sub, Inc.

4 Creek Parkway
Boothwyn, PA 19061

Healthcare, Education
and Childcare

Preferred stock

N/A

167

0.1%

Personify, Inc.

6500 River Place Blvd.,
Bldg III, Ste 250
Austin, TX 78730

Diversified/
Conglomerate Service

One stop~

L + 5.75%(c)

8.35%

09/2024

7,296

—

One stop

L + 5.75%

N/A(7)

09/2024

—

LLC units

N/A

272

0.3%

Pet Holdings ULC

130 Royal Crest Court
Markham, Ontario, L3R 0A1

Retail Stores

One stop^*~(9)(12)

L + 5.50%(c)

8.30%

07/2022

14,703

—

One stop^*(9)(12)

L + 5.50%(c)

0.08297

07/2022

—

One stop(9)(12)

L + 5.50%

N/A(7)

07/2022

—

LP interest(12)

N/A

330

0.1%

Pet Supplies Plus, LLC

17197 N. Laurel Park Dr.
402
Livonia, MI 48152

Retail Stores

Senior loan*

L + 4.50%(c)

7.10%

12/2024

6,739

—

Senior loan

L + 4.50%

N/A(7)

12/2023

—

LLC units

N/A

0.0%(17)

PetPeople Enterprises, LLC

4390 Reynolds Dr.
Hilliard, OH 43026

Retail Stores

One stop^

L + 5.00%(a)

7.50%

09/2023

3,098

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

One stop

L + 5.00%(a)

7.50%

09/2023

$60

—

One stop

L + 5.00%(a)

7.50%

09/2023

—

PetroChoice Holdings, Inc.

1300 Virginia Dr,
Suite 405
Fort Washington, PA 19034

Diversified/
Conglomerate
Manufacturing

Senior loan^

L + 5.00%(c)

7.74%

08/2022

1,723

—

Pinnacle Treatment Centers,
Inc.

1317 Route 73,
Suite 200
Mt. Laurel, NJ 08054

Healthcare, Education
and Childcare

One stop

L + 5.75%(c)

8.49%

08/2021

9,829

—

One stop~

L + 5.75%(c)

8.49%

08/2021

364

—

One stop^

L + 5.75%(c)

8.49%

08/2021

—

One stop

L + 5.75%(c)

8.49%

08/2021

—

One stop

L + 5.75%(c)(f)

8.95%

08/2021

—

One stop

L + 5.75%

N/A(7)

08/2021

—

Preferred stock

N/A

279

0.2%

Common stock

N/A

0.2%

Plano Molding Company,
LLC

31 E. South Street
Plano, IL 60545

Home and Office
Furnishings,
Housewares, and
Durable Consumer

One stop^

L + 7.50%(a)

9.99%

05/2021

9,198

—

Polk Acquisition Corp.

2727 Interstate Drive
Lakeland, FL 33805

Automobile

Senior loan*

L + 5.25%(c)

7.85%

06/2022

124

—

LP interest

N/A

0.1%

Power Stop, LLC

6112 W. 73rd Street
Bedford Park, IL 60638

Automobile

Senior loan~

L + 4.75%(c)(f)

7.35%

10/2025

1,352

—

PPT Management Holdings,
LLC

333 Earle Ovington Blvd.,
Suite 225
Uniondale, NY 11553

Healthcare, Education
and Childcare

One stop

L + 7.50%(a)

3.49% cash/
6.50% PIK

12/2022

9,443

—

One stop

L + 7.50%(a)

3.49% cash/
6.50% PIK

12/2022

125

—

One stop

L + 7.50%(a)

3.49% cash/
6.50% PIK

12/2022

—

One stop

L + 7.50%(a)

3.49% cash/
6.50% PIK

12/2022

—

One stop(6)

L + 7.50%(a)

3.49% cash/
6.50% PIK

12/2022

(24)

—

PPV Intermediate Holdings II,
LLC

6541 Sexton Drive NW,
Building G
Oiympia, WA 98502

Personal, Food and
Miscellaneous Services

One stop

P + 4.00%(f)

9.50%

05/2023

—

One stop

N/A

7.90% PIK

05/2023

—

One stop

L + 5.00%

N/A(7)

05/2020

—

LLC interest

N/A

0.0%(17)

Pride Midco, Inc.

4811 Montgomery Rd
Cincinnati, OH 45212

Diversified/
Conglomerate Service

Preferred stock

N/A

1,184

0.6%

Project Alpha Intermediate
Holding, Inc.

150 N Radnor Chester Road,
Suite E-220
Radnor PA 19087

Diversified/
Conglomerate Service

Common stock

N/A

521

0.0%(17)

Common stock

N/A

183

0.0%(17)

Project Silverback Holdings
Corp.

2000 Waterview Drive,
Suite 300
Hamilton, NJ 08691

Electronics

Preferred stock

N/A

—

0.1%

Property Brands, Inc.

11121 Kingston Pike,
Suite E
Knoxville, TN 37934

Diversified/
Conglomerate Service

One stop

L + 6.00%(a)

8.50%

01/2024

10,709

—

One stop*

L + 6.00%(a)

8.49%

01/2024

3,018

—

One stop^

L + 6.00%(a)

8.50%

01/2024

216

—

One stop

L + 6.00%(a)

8.50%

01/2024

141

—

One stop

L + 6.00%(a)

8.50%

01/2024

—

One stop

L + 6.00%(c)

8.49%

01/2024

—

One stop(6)

L + 6.00%

N/A(7)

01/2024

(1)

—

One stop(6)

L + 6.00%

N/A(7)

01/2024

(6)

—

Preferred stock

N/A

342

0.1%

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Purfoods, LLC

3210 SE Corporate Woods Dr.
Ankeny, IA 50021

Beverage, Food and
Tobacco

One stop

L + 5.50%(c)

8.13%

05/2021

$8,379

—

One stop

N/A

7.00% PIK

05/2026

116

—

One stop

L + 5.50%(c)

8.10%

05/2021

—

One stop

L + 5.50%(a)(c)

8.05%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop~

L + 5.50%(c)

8.10%

05/2021

—

One stop~

L + 5.50%(c)

8.10%

05/2021

—

One stop*

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop^

L + 5.50%(c)

8.10%

05/2021

—

One stop

L + 5.50%

N/A(7)

05/2021

—

��

One stop

L + 5.50%

N/A(7)

05/2021

—

LLC interest

N/A

662

0.3%

Pyramid Healthcare, Inc.

270 Lakemont Park Blvd.
Altoona, PA 16602

Healthcare, Education
and Childcare

One stop*

L + 6.50%(c)

9.10%

08/2020

1,142

—

One stop

L + 6.50%(a)(c)

9.02%

08/2020

—

One stop

L + 6.50%

N/A(7)

08/2020

—

Quick Quack Car Wash
Holdings, LLC

1380 Lead Hill Blvd,
#260
Roseville, CA 95661

Automobile

One stop*

L + 6.50%(a)

9.00%

04/2023

8,707

—

One stop*

L + 6.50%(a)

9.00%

04/2023

149

—

One stop*

L + 6.50%(a)

9.00%

04/2023

100

—

One stop

L + 6.50%(a)

9.00%

04/2023

—

One stop

L + 6.50%

N/A(7)

04/2023

—

LLC units

N/A

207

0.0%(17)

R.G. Barry Corporation

13405 Yarmouth Road
Pickerington, OH 43147

Personal, Food and
Miscellaneous Services

Preferred stock

N/A

120

0.2%

Radiology Partners, Inc.

1600 Rosecrans Avenue,
4th Floor
Manhattan Beach, CA 90266

Healthcare, Education
and Childcare

LLC units

N/A

213

0.1%

LLC units

N/A

0.1%

RegEd Aquireco, LLC

2100 Gateway Centre Blvd.,
Suite 200
Morrisville, NC 27560

Diversified/
Conglomerate Service

Senior loan

L + 4.25%(a)

6.74%

12/2024

8,772

—

Senior loan

P + 3.25%(f)

8.75%

12/2024

—

Senior loan

L + 4.25%

N/A(7)

12/2024

—

Preferred stock

N/A

138

0.1%

Common stock

N/A

—

0.1%

Reladyne, Inc.

9395 Kenwood Rd,
Suite 104
Blue Ash, OH 45242

Diversified/
Conglomerate
Manufacturing

Senior loan^*

L + 5.00%(c)

7.80%

07/2022

16,793

—

Senior loan

L + 5.00%(b)(c)

7.63%

07/2022

303

—

Senior loan^

L + 5.00%(c)

7.80%

07/2022

172

—

Senior loan~

L + 5.00%(c)

7.80%

07/2022

142

—

Senior loan

L + 5.00%(a)

7.63%

07/2022

100

—

Senior loan~

L + 5.00%(c)

7.80%

07/2022

—

Senior loan

L + 5.00%

N/A(7)

07/2022

—

LP interest

N/A

614

0.2%

Riverchase MSO, LLC

15051 South Tamiami Trail
Fort Myers, Florida 33908

Healthcare, Education
and Childcare

Senior loan*

L + 5.75%(c)

8.35%

10/2022

4,905

—

Senior loan

L + 5.75%(a)(c)

8.34%

10/2022

—

RSC Acquisition, Inc.

160 Federal Street
Boston, MA 02110

Insurance

Senior loan~

L + 4.25%(c)

6.85%

11/2022

4,465

—

Senior loan

L + 4.25%(c)

6.93%

11/2022

2,291

—

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Senior loan

L + 4.25%

N/A(7)

11/2021

$—

—

Senior loan

L + 4.25%

N/A(7)

11/2022

—

Rubio’s Restaurants, Inc.

1902 Wright Place,
Suite 300
Carlsbad, CA 92008

Beverage, Food and
Tobacco

Senior loan^*

L + 5.25%(c)

7.85%

10/2019

10,560

—

Senior loan

P + 3.50%(f)

9.00%

10/2019

—

Preferred stock

N/A

905

1.8%

Ruby Slipper Cafe LLC, The

315 S Broad Ave
New Orleans, LA 70119

Personal, Food and
Miscellaneous Services

One stop

L + 7.50%(c)

10.27%

01/2023

1,030

—

One stop

L + 7.50%(c)

10.19%

01/2023

—

One stop

L + 7.50%(c)

10.18%

01/2023

—

LLC units

N/A

155

0.3%

RXH Buyer Corporation

155 White Plains Road
Tarrytown, NY 10591

Healthcare, Education
and Childcare

One stop^*~

L + 5.75%(c)

8.35%

09/2021

16,995

—

One stop*

L + 5.75%(c)

8.35%

09/2021

1,923

—

One stop

L + 5.75%(c)(f)

9.02%

09/2021

—

LP interest

N/A

397

0.4%

Saba Software, Inc.

2400 Bridge Parkway
Redwood Shores, CA 94065

Diversified/
Conglomerate Service

Senior loan^*~

L + 4.50%(a)

7.00%

05/2023

21,448

—

Senior loan~

L + 4.50%(a)

7.00%

05/2023

6,910

—

Senior loan

L + 4.50%

N/A(7)

05/2023

—

Sage Dental Management,
LLC

951 Broken Sound Pkw NW,
Suite 185
Boca Raton, FL 33487

Healthcare, Education
and Childcare

LLC units

N/A

0.5%

LLC units

N/A

—

0.5%

SEI, Inc.

3854 Broadmoor Avenue
Grand Rapids, MI 49512

Electronics

Senior loan*

L + 5.00%(a)

7.50%

07/2023

5,036

—

LLC units

N/A

699

0.3%

Self Esteem Brands, LLC

12181 Margo
Ave S, #100
Hastings, MN 55033

Leisure, Amusement,
Motion Pictures,
Entertainment

Senior loan^*~

L + 4.25%(a)

6.75%

02/2022

16,143

—

Senior loan(6)

L + 4.25%

N/A(7)

02/2022

(8)

—

Senior Loan Fund LLC

150 South Wacker Drive,
Suite 800
Chicago, IL 60606

Investment Funds and
Vehicles

LLC interest(9)(15)(16)

N/A

71,742

87.5%

SHO Holding I Corporation

250 S Australian Ave
West Palm Beach, FL 33401

Textiles and Leather

Senior loan~

L + 5.00%(c)

7.74%

10/2022

2,111

—

Senior loan

L + 4.00%(c)

6.79%

10/2021

—

SLMP, LLC

2090 Commerce Drive
McKenney, TX 75069

Healthcare, Education
and Childcare

One stop^

L + 6.00%(a)

8.50%

05/2023

7,506

—

One stop^

L + 6.00%(a)

8.50%

05/2023

296

—

Subordinated debt

N/A

7.50% PIK

05/2027

—

One stop

L + 6.00%

N/A(7)

05/2023

—

One stop

L + 6.00%

N/A(7)

05/2023

—

LLC interest

N/A

350

0.3%

Sloan Company, Inc., The

5725 Olivas Park Drive
Ventura, CA 93003

Electronics

One stop

L + 8.50%(c)

11.10%

04/2020

4,276

—

One stop

L + 8.50%(c)

11.10%

04/2020

286

—

One stop

L + 8.50%(c)

11.10%

04/2020

—

LLC units

N/A

—

0.6%

LLC units

N/A

—

0.5%

Sola Franchise, LLC and Sola
Salon Studios, LLC

50 South Steele Street,
Suite 1050
Denver, CO 80209

Retail Stores

One stop

L + 5.50%(c)

8.10%

10/2024

4,843

—

One stop

L + 5.50%(c)

0.08101

10/2024

120

—

One stop

L + 5.50%(a)

8.00%

10/2024

—

One stop

L + 5.50%

N/A(7)

10/2024

—

LLC units

N/A

199

0.4%

LLC units

N/A

1.8%

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Southern Veterinary Partners,
LLC

800 Shades Creek Pkwy,
Suite 625
Birmingham, AL 35209-4532

Personal, Food and
Miscellaneous Services

One stop*

L + 5.50%(a)

8.00%

05/2025

$3,851

—

One stop*

L + 5.50%(a)

0.0799863

05/2025

230

—

One stop~

L + 5.50%(a)

8.00%

05/2025

204

—

One stop*

L + 5.50%(a)

8.00%

05/2025

172

—

One stop

L + 5.50%(a)

8.00%

05/2025

131

—

One stop~

L + 5.50%(a)

8.00%

05/2025

112

—

One stop*

L + 5.50%(a)

8.00%

05/2025

—

One stop*

L + 5.50%(a)

8.00%

05/2025

—

One stop

L + 5.50%(a)

8.00%

05/2023

—

One stop*

L + 5.50%(a)

8.00%

05/2025

—

One stop*

L + 5.50%(a)

8.00%

05/2025

—

One stop

L + 5.50%

N/A(7)

05/2025

—

LLC units

N/A

349

—

LLC units

N/A

0.1%

Sovos Compliance

4th, 200 Ballardvale St.
Wilmington, MA 01887

Electronics

One stop^*~

L + 6.00%(a)

8.50%

03/2022

9,186

—

One stop^

L + 6.00%(a)

8.50%

03/2022

1,545

—

One stop~

L + 6.00%(a)

8.50%

03/2022

172

—

One stop

L + 6.00%

N/A(7)

03/2022

—

One stop

L + 6.00%

N/A(7)

03/2022

—

Spear Education, LLC

7201 E. Princess Boulevard
Scottsdale, AZ 85255

Healthcare, Education
and Childcare

One stop^

L + 5.75%(c)

8.55%

08/2019

4,573

—

One stop*

L + 5.75%(c)

8.55%

08/2019

—

One stop

L + 5.75%

N/A(7)

08/2019

—

LLC units

N/A

0.0%(17)

LLC units

N/A

0.1%

SSH Corporation

23824 Highway 59 N.
Kingwood, TX 77339

Healthcare, Education
and Childcare

Equity

N/A

201

0.7%

Summit Behavioral Healthcare,
LLC

8115 Isabella Ln,
Suite 4
Brentwood, TN 37027

Healthcare, Education
and Childcare

Senior loan^

L + 4.75%(d)

7.44%

10/2023

8,733

—

Senior loan

L + 4.75%(c)(d)

7.45%

10/2023

115

—

Senior loan

L + 4.75%(d)

7.43%

10/2023

—

LLC interest

N/A

0.0%(17)

LLC interest

N/A

—

0.0%(17)

Sunless Merger Sub, Inc.

8909 South Freeway Drive
Macedonia, OH 44056

Diversified/
Conglomerate
Manufacturing

Senior loan

L + 5.00%(a)(f)

7.54%

07/2019

1,321

—

Senior loan

P + 3.75%(f)

9.25%

07/2019

237

—

LP interest

N/A

—

0.0%(17)

Sunshine Sub, LLC

4776 New Broad Street,
Suite 195
Orlando, FL 32814

Leisure, Amusement,
Motion Pictures,
Entertainment

One stop~

L + 4.75%(a)

7.25%

05/2024

7,682

—

One stop

L + 4.75%(a)

7.25%

05/2024

425

—

One stop

L + 4.75%

N/A(7)

05/2024

—

Surgical Information Systems,
LLC

3650 Mansell Rd,
Suite 500
Alpharetta, GA 30009

Healthcare, Education
and Childcare

LLC units

N/A

492

0.4%

Switchfly LLC

601 Montgomery Street,
17th Floor
San Francisco, CA 94111

Diversified/
Conglomerate Service

One stop(9)(14)

L + 3.00%(c)

5.80%

10/2023

2,066

—

One stop(9)(14)

L + 3.00%(c)

0.05797

10/2023

173

—

One stop(9)(14)

L + 3.00%(c)

5.80%

10/2023

—

One stop(9)(14)

L + 8.50%

N/A(7)

10/2023

—

LLC units(9)(14)

N/A

1,099

1.1%

TABLE OF CONTENTS

Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Teaching Company, The

4840 Westfields Blvd.,
Suite 500
Chantilly, VA 20151

Leisure, Amusement,
Motion Pictures,
Entertainment

One stop*

L + 4.75%(c)

7.45%

07/2023

$10,855

—

One stop

L + 4.75%

N/A(7)

07/2023

—

Teasdale Quality Foods, Inc.

901 Packers Street
Atwater, CA 95301

Grocery

Senior loan

L + 5.75%(c)

8.55%

10/2020

268

—

Telesoft, LLC

1611 E Camelback Rd.
Suite 300
Phoenix, AZ 85016

Diversified/
Conglomerate Service

One stop*

L + 5.00%(c)

7.80%

07/2022

4,139

—

One stop

L + 5.00%

N/A(7)

07/2022

—

TI Intermediate Holdings, LLC

310 Main
Avenue Way SE
Hickory, NC 28602

Diversified/
Conglomerate Service

Senior loan

L + 4.50%(a)(f)

7.00%

12/2024

1,675

—

Senior loan

L + 4.50%(a)

7.00%

12/2024

—

Titan Fitness, LLC

8200 Greensboro Drive,
Suite 900
McLean, VA 22102

Leisure, Amusement,
Motion Pictures,
Entertainment

One stop*

L + 4.75%(a)

7.24%

02/2025

15,529

—

One stop(6)

L + 4.75%

N/A(7)

02/2025

(3)

—

One stop(6)

L + 4.75%

N/A(7)

02/2025

(3)

—

Togetherwork Holdings, LLC

55 Washington Street,
Suite 626
Brooklyn, NY 11201

Diversified/
Conglomerate
Manufacturing

One stop~

L + 6.50%(a)

9.00%

03/2025

9,112

—

One stop*

L + 6.50%(a)

9.00%

03/2025

554

—

One stop

L + 6.50%(a)

9.00%

03/2025

150

—

One stop~

L + 6.50%(a)

9.00%

03/2025

122

—

One stop*~

L + 6.50%(a)

9.00%

03/2025

115

—

One stop*

L + 6.50%(a)

9.00%

03/2025

107

—

One stop

L + 6.50%(a)

8.99%

03/2024

—

One stop

L + 6.50%(a)

9.00%

03/2025

—

One stop~

L + 6.50%(a)

9.00%

03/2025

—

TouchTunes Interactive
Networks, Inc.

850 Third Avenue,
Suite 15C
New York, NY 10022

Broadcasting and
Entertainment

Senior loan^

L + 4.75%(a)

7.25%

05/2021

1,440

—

Transaction Data Systems, Inc.

788 Montgomery Avenue
Ocoee, FL 34761

Diversified/
Conglomerate Service

One stop*~

L + 5.25%(a)

7.75%

06/2021

38,856

—

One stop

L + 5.25%(a)

7.75%

06/2021

—

Tresys Technology Holdings,
Inc.

8840 Stanford Blvd,
Suite 2100
Columbia, MD 21045

Aerospace and Defense

One stop(8)

L + 6.75%(a)

9.25%

12/2019

1,170

—

One stop(8)

L + 6.75%(a)

9.25%

12/2019

659

—

Common stock

N/A

—

0.4%

Trintech, Inc.

15851 Dallas Pkwy,
Suite 900
Addison, TX 75001

Diversified/
Conglomerate Service

One stop^~

L + 6.00%(c)

8.75%

12/2023

10,821

—

One stop^~

L + 6.00%(c)

��

8.75%

12/2023

3,395

—

One stop

L + 6.00%(c)

8.68%

12/2023

—

Tronair Parent, Inc.

1740 Eber Road
Holland, OH 43528

Aerospace and Defense

Senior loan^

L + 4.75%(a)(c)

7.56%

09/2023

350

—

Senior loan

L + 4.50%(a)(c)(f)

7.47%

09/2021

—

True Commerce, Inc.

90 S Cascade Ave.,
Suite 1200
Colorado Springs, CO 90803

Diversified/
Conglomerate Service

One stop^

L + 5.75%(c)

8.35%

11/2023

5,581

—

One stop

L + 5.75%

N/A(7)

11/2023

—

U.S. Renal Care, Inc.

2400 Dallas Parkway,
Suite 350
Plano, TX 75093

Healthcare, Education
and Childcare

LP interest

N/A

1,699

0.2%

Uinta Brewing Company

1722 Fremont Dr
Salt Lake City, Utah, 84104

Beverage, Food and
Tobacco

One stop^(8)(9)(14)

L + 4.00%(a)

6.48%

08/2021

670

—

One stop(8)(9)(14)

L + 4.00%(a)

0.0648375

08/2021

131

—

Common stock(9)(14)

N/A

135

0.0%(17)

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Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Upserve, Inc.

10 Dorrance Street
Providence, RI 02903

Diversified/
Conglomerate Service

One stop~

L + 5.50%(a)

8.00%

07/2023

$2,969

—

One stop

L + 5.50%(a)

8.00%

07/2023

100

—

One stop

L + 5.50%

N/A(7)

07/2023

—

Valant Medical Solutions, Inc.

2033 6th Ave,
Suite 500
Seattle, WA 98121

Diversified/
Conglomerate Service

One stop

L + 11.00%(c)

11.55% cash/
2.25% PIK

10/2020

866

—

Subordinated debt

N/A

6.00%

02/2020

224

—

One stop

L + 11.00%(c)

11.55% cash/
2.25% PIK

10/2020

—

Equity

N/A

—

Velocity Technology Solutions,
Inc.

1901 Roxborough Road
Charlotte, NC 28211

Diversified/
Conglomerate Service

One stop*

L + 6.00%(c)

8.60%

12/2023

8,186

—

One stop

L + 6.00%

N/A(7)

12/2023

—

Vendavo, Inc.

401 E. Middlefield Road
Mountain View, CA 94043

Diversified/
Conglomerate Service

One stop*~

L + 8.50%(c)

11.13%

10/2022

28,935

—

One stop

L + 8.50%

N/A(7)

10/2022

—

Preferred stock

N/A

1,496

0.4%

Verisys Corporation

1001 N. Fairfax St.,
Suite 640
Alexandria, VA 22314

Diversified/
Conglomerate Service

One stop*

L + 6.75%(c)

9.35%

01/2023

3,866

—

One stop

L + 6.75%

N/A(7)

01/2023

—

LLC interest

N/A

246

0.3%

Veterinary Specialists of North
America, LLC

106 Apple St.,
Suite 207
Trinton Falls, NJ 07724

Personal, Food and
Miscellaneous Services

One stop^

P + 4.50%(a)(f)

9.53%

07/2021

7,293

—

One stop^

P + 4.50%(f)

10.00%

07/2021

760

—

One stop*

P + 4.50%(f)

10.00%

07/2021

413

—

One stop*

P + 4.50%(f)

0.1

07/2021

160

—

One stop~

P + 4.50%(f)

10.00%

07/2021

132

—

One stop

L + 5.50%(a)(f)

8.91%

07/2021

127

—

One stop^

P + 4.50%(f)

10.00%

07/2021

122

—

One stop*

P + 4.50%(f)

10.00%

07/2021

—

One stop

L + 5.50%(a)

7.99%

07/2021

—

LLC units

N/A

375

—

Vitalyst, LLC

One Bala Plaza,
Suite 434
Bala Cynwyd, PA 19004

Diversified/
Conglomerate Service

Preferred stock

N/A

0.1%

Common stock

N/A

—

0.1%

Watchfire Enterprises, Inc.

1015 Maple Street
Danville, IL 61832

Electronics

Second lien

L + 8.00%(c)

10.60%

10/2021

9,434

—

WBZ Investment LLC

9780 Meridian Blvd,
Suite 400
Englewood, CO 80112

Leisure, Amusement,
Motion Pictures,
Entertainment

One stop

L + 5.50%(a)

8.00%

09/2024

5,123

—

One stop

L + 5.50%(a)

7.98%

09/2024

—

One stop

L + 5.50%

N/A(7)

09/2024

—

LLC interest

N/A

0.2%

LLC interest

N/A

0.2%

LLC interest

N/A

0.2%

LLC interest

N/A

0.2%

LLC interest

N/A

0.2%

LLC interest

N/A

0.2%

Wetzel’s Pretzels, LLC

35 Hugus Alley #300
Pasadena, CA 91103

Personal, Food and
Miscellaneous Services

One stop*

L + 6.75%(a)

9.25%

09/2021

8,873

—

One stop

L + 6.75%(a)

0.0924863

09/2021

—

Common stock

N/A

218

0.2%

WHCG Management, LLC

227 Laurel Road,
Suite 300
Voorhees, NJ 08043

Healthcare, Education
and Childcare

Senior loan*

L + 5.00%(c)

7.60%

03/2023

2,217

—

Senior loan

L + 5.00%(c)

7.61%

03/2023

—

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Name of Portfolio Company

Address

Industry

Type of
Investment(1)

Spread
Above
LIBOR(2)

Interest
Rate(3)

Maturity

Fair Value
(Dollars in
Thousands)(4)

Percentage
of Class
Held(5)

Senior loan

L + 5.00%

N/A(7)

03/2023

$—

—

LLC interest

N/A

0.2%

Whitcraft LLC

76 Country Road
Eastford, CT 06242

Aerospace and Defense

One stop^*

L + 6.25%(c)

8.85%

04/2023

12,376

—

One stop^

L + 6.25%(c)

8.85%

04/2023

193

—

One stop

L + 6.25%

N/A(7)

04/2023

—

Common stock

N/A

600

0.3%

WIRB-Copernicus Group, Inc.

212 Carnegie Center,
Suite 301
Princeton, NJ 08540

Healthcare, Education
and Childcare

Senior loan^*~

L + 4.25%(a)

6.75%

08/2022

10,890

—

Senior loan

L + 4.25%

N/A(7)

08/2022

—

Senior loan

L + 4.25%

N/A(7)

08/2022

—

Wood Fired Holding Corp.

13850 Ballantyne Corporate
Place,
Suite 450
Charlotte, NC 28277

Beverage, Food and
Tobacco

One stop*

L + 5.75%(c)

8.65%

12/2023

6,953

—

One stop

L + 5.75%

N/A(7)

12/2023

—

One stop

L + 5.75%

N/A(7)

12/2023

—

Preferred units

N/A

205

—

Common units

N/A

—

0.4%

Workforce Software, LLC

38705 Seven Mile Road
Livonia, MI 48152

Diversified/
Conglomerate Service

One stop^

L + 6.50%(c)

9.28%

06/2021

5,848

—

One stop~

L + 6.50%(c)

9.13%

06/2021

577

—

One stop

L + 6.50%

N/A(7)

06/2021

—

LLC units

N/A

354

0.1%

WRE Holding Corp.

577 Main Street,
Suite 110
Hudson, MA 01749

Ecological

Senior loan*

L + 5.00%(a)

7.49%

01/2023

1,006

—

Senior loan~

L + 5.00%(a)

7.49%

01/2023

—

Senior loan

L + 5.00%(a)

7.49%

01/2023

—

Senior loan

L + 5.00%(a)

7.49%

01/2023

—

WU Holdco, Inc.

705 Tri-State Parkway
Gurnee, IL 60031

Personal and Non
Durable Consumer
Products
(Mfg. Only)

One stop~

L + 5.50%(c)

8.11%

03/2026

952

—

One stop

L + 5.50%

N/A(7)

03/2026

—

One stop

L + 5.50%

N/A(7)

03/2025

—

Xmatters, Inc. and Alarmpoint,
Inc.

12647 Alcosta Blvd,
Suite 425
San Ramon, CA 94583

Diversified/
Conglomerate Service

Preferred stock

N/A

256

0.2%

Warrant

N/A

0.0%(17)

Preferred stock

N/A

0.0%(17)

Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization.

Denotes that all or a portion of the loan secures the notes offered in the 2018 Debt Securitization.

Denotes that all or a portion of the loan collateralizes the MS Credit Facility II.

(1)

Equity investments are non-income producing securities unless otherwise noted. Ownership of certain equity investments may occur through a holding company or partnership.

(2)

The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate (“LIBOR” or “L”), Euro Interbank Offered Rate (“EURIBOR” or “E”) or Prime (“P”) and which reset daily, monthly, quarterly, semiannually, or annually. For each, we have provided the spread over LIBOR, EURIBOR or Prime and the weighted average current interest rate in effect as of March 29, 2019. Certain investments are subject to a LIBOR, EURIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. Listed below

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are the index rates as of March 29, 2019, which was the last business day of the period on which LIBOR or EURIBOR was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of March 29, 2019, as the loan may have priced or repriced based on an index rate prior to March 29, 2019.

(a)

Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 2.49% as of March 29, 2019.

(b)

Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 2.56% as of March 29, 2019.

(c)

Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 2.60% as of March 29, 2019.

(d)

Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 2.66% as of March 29, 2019.

(e)

Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 2.71% as of March 29, 2019.

(f)

Denotes that all or a portion of the loan was indexed to the Prime rate, which was 5.50% as of March 29, 2019.

(g)

Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.31% as of March 29, 2019.

(h)

Denotes that all or a portion of the loan was indexed to the 30-day GBP LIBOR, which was 0.73% as of March 29, 2019.

(i)

Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.85% as of March 29, 2019.

(j)

Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.95% as of March 29, 2019.

(3)

For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of March 31, 2019.

(4)

The fair value of the investment was valued using significant unobservable inputs.

(5)

Percentage of class held refers only to equity held, if any, calculated on a fully diluted basis.

(6)

The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

(7)

The entire commitment was unfunded as of March 31, 2019. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

(8)

Loan was on non-accrual status as of March 31, 2019, meaning that we have ceased recognizing interest income on the loan.

(9)

The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. As of March 31, 2019, total nonqualifying assets at fair value represented 7.2% of our total assets calculated in accordance with the 1940 Act.

(10)

Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction.

(11)

The headquarters of this portfolio company is located in the United Kingdom.

(12)

The headquarters of this portfolio company is located in Canada.

(13)

We hold an equity investment that entitles it to receive preferential dividends.

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(14)

As defined in the 1940 Act, we are deemed to be an “affiliated person” of the portfolio company as we own five percent or more of the portfolio company’s voting securities (“non-controlled affiliate”).

(15)

As defined in the 1940 Act, we are deemed to be both an “affiliated person” of and “control” this portfolio company as we own more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”).

(16)

We generally receive quarterly profit distributions from its equity investment in SLF. For the three months ended March 31, 2019, we did not receive a profit distribution from its equity investment in SLF.

(17)

Percentage of class held is less than 0.1%.

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PORTFOLIO MANAGEMENT

Each investment opportunity requires the consensus and generally receives the unanimous approval of GC Advisors’ investment committee. Follow-on investments in existing portfolio companies may require the investment committee’s approval beyond that obtained when the initial investment in the company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the investment committee. The day-to-day management of investments approved by the investment committee is overseen by Messrs. Lawrence Golub and David Golub. Biographical information with respect to Messrs. Lawrence Golub and David Golub is set out under “Information about Each Director’s Experience, Qualifications, Attributes or Skills — Interested Directors” included in our most recent Definitive Proxy Statement on Schedule 14A, as may be updated from time to time in subsequent filings with the SEC.

Each of Lawrence Golub and David Golub has ownership and financial interests in, and may receive compensation and/or profit distributions from, GC Advisors. Neither Lawrence Golub nor David Golub receives any direct compensation from us. As of March 31, 2019, David Golub beneficially owned more than $1 million of our common stock. Lawrence Golub and David Golub are also primarily responsible for the day-to-day management of approximately 22 other pooled investment vehicles, with over $26.4 billion of capital under management, and approximately 17 other accounts, with over $2.9 billion of capital under management, in which their affiliates receive incentive fees.

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DETERMINATION OF NET ASSET VALUE

The net asset value per share of our outstanding shares of common stock is determined quarterly by dividing the value of total assets minus liabilities by the total number of shares outstanding.

In calculating the value of our total assets, investment transactions are recorded on the trade date. Realized gains or losses are computed using the specific identification method. Investments for which market quotations are readily available are valued at such market quotations. Debt and equity securities that are not publicly traded or whose market price is not readily available are valued at fair value as determined in good faith by our board of directors based on the input of management and the audit committee. In addition, the board of directors has retained independent valuation firms to review the valuation of each portfolio investment for which a market quotation is not available at least once during each 12-month period.

The valuation process is conducted at the end of each fiscal quarter, with a portion of our valuations of portfolio companies without market quotations subject to review by the independent valuation firms each quarter. When an external event with respect to one of our portfolio companies, such as a purchase transaction, public offering or subsequent equity sale occurs, we expect to use the pricing indicated by the external event to corroborate our valuation.

We value investments for which market quotations are readily available at their market quotations. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith by our board of directors under our valuation policy and process. Valuation methods may include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. The factors that are taken into account in fair value pricing investments include: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from values that may ultimately be received or settled.

Our board of directors is ultimately and solely responsible for determining, in good faith, the fair value of investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value determination.

With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:

•

Our quarterly valuation process begins with each portfolio company investment being initially valued by the investment professionals of GC Advisors responsible for credit monitoring.

•

Preliminary valuation conclusions are then documented and discussed with our senior management and GC Advisors. The audit committee of our board of directors reviews these preliminary valuations.

•

At least once annually the valuation for each portfolio investment, subject to a de minimis threshold, is reviewed by an independent valuation firm.

•

The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.

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In connection with each sale of shares of our common stock, we make a determination that we are not selling shares of our common stock at a price below the then-current net asset value per share of common stock at the time at which the sale is made or otherwise in violation of the 1940 Act. GC Advisors will consider the following factors, among others, in making such determination:

•

The net asset value of our common stock disclosed in the most recent periodic report filed with the SEC;

•

Its assessment of whether any change in the net asset value per share of our common stock has occurred (including through the realization of gains on the sale of portfolio securities) during the period beginning on the date of the most recently disclosed net asset value per share of our common stock and ending two days prior to the date of the sale; and

•

The magnitude of the difference between the sale price of the shares of common stock and management’s assessment of any change in the net asset value per share of our common stock during the period discussed above.

Determination of fair values involves subjective judgments and estimates. Under current accounting standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

We follow ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.

Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or liability. We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during three and six months ended March 31, 2019 and 2018. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.

Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by our board

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of directors, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. As of March 31, 2019 and 2018, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments) and investments measured at fair value using the NAV, all investments were valued using Level 3 inputs of the fair value hierarchy.

When determining fair value of Level 3 debt and equity investments, we may take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. A portfolio company’s EBITDA may include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.

In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.

Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize significantly less than the value at which such investment had previously been recorded.

Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.

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DIVIDEND REINVESTMENT PLAN

We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash as provided below. As a result, if our board of directors authorizes, and we declare, a cash dividend or other distribution, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of our common stock, rather than receiving the cash distribution.

No action is required on the part of a registered stockholder to have their cash dividend or other distribution reinvested in shares of our common stock. A registered stockholder may elect to receive an entire distribution in cash by notifying American Stock Transfer & Trust Company, LLC, the plan administrator and our transfer agent and registrar, in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in non-certificated form. Upon request by a stockholder participating in the plan, received in writing not less than three days prior to the record date, the plan administrator will, instead of crediting shares to the participant’s account, issue a certificate registered in the participant’s name for the number of whole shares of our common stock and a check for any fractional share.

Those stockholders whose shares are held by a broker or other financial intermediary may receive dividends and other distributions in cash by notifying their broker or other financial intermediary of their election.

We may use primarily newly issued shares to implement the plan, whether our shares are trading at a premium or at a discount to net asset value. However, we reserve the right to purchase shares in the open market in connection with our implementation of the plan. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable to such stockholder by the market price per share of our common stock at the close of regular trading on The Nasdaq Global Select Market on the date of such distribution, provided that in the event the market price per share on the date of such distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of the most recently computed net asset value per share or 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share). The market price per share on that date will be the closing price for such shares on The Nasdaq Global Select Market or, if no sale is reported for such day, at the average of their reported bid and asked prices. The number of shares of our common stock to be outstanding after giving effect to payment of the dividend or other distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated.

There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees are paid by us. If a participant elects by written notice to the plan administrator prior to termination of his or her account to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a $0.10 per share brokerage commission from the proceeds.

Stockholders who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash; however, since their cash dividends will be reinvested, such stockholders will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from us generally will be equal to the total dollar value of the distribution paid to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the stockholder’s account. To the extent a stockholder is subject to U.S. federal withholding tax on a distribution, we will withhold the applicable tax and the balance will be reinvested in our common stock (or paid to such stockholder in cash if the stockholder has opted out of our dividend reinvestment plan).

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Participants may terminate their accounts under the plan by notifying the plan administrator via its website at www.amstock.com or by filling out the transaction request form located at the bottom of the participant’s statement and sending it to the plan administrator at the address below.

The plan may be terminated by us upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend or other distribution by us. All correspondence concerning the plan should be directed to the plan administrator by mail at American Stock Transfer & Trust Company, LLC, P.O. Box 922, Wall Street Station, New York, New York 10269, or by the Plan Administrator’s Interactive Voice Response System at (877) 276-7499.

If you withdraw or the plan is terminated, you will receive the number of whole shares in your account under the plan and a cash payment for any fraction of a share in your account.

If you hold your common stock with a brokerage firm that does not participate in the plan, you will not be able to participate in the plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial advisor for more information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares of common stock. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, traders in securities that elect to mark-to-market their securities holdings, pension plans and trusts, persons that have a functional currency (as defined in Section 985 of the Code) other than the U.S. dollar and financial institutions. This summary assumes that investors hold our common stock as capital assets (within the meaning of Section 1221 of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of the filing of this Registration Statement and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service, or the IRS, regarding any offering of our securities. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets. For purposes of this discussion, references to “dividends” are to dividends within the meaning of the U.S. federal income tax laws and associated regulations and may include amounts subject to treatment as a return of capital under section 19(a) of the 1940 Act.

A “U.S. stockholder” is a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

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a citizen or individual resident of the United States;

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a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision thereof;

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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

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a trust if either a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust was in existence on August 20, 1996, was treated as a U.S. person prior to that date, and has made a valid election to be treated as a U.S. person.

A “Non-U.S. stockholder” is a beneficial owner of shares of our common stock that is not a U.S. stockholder.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective investor that is a partner in a partnership that holding shares of our common stock should consult his, her or its tax advisers with respect to the purchase, ownership and disposition of shares of our common stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in our shares of common stock will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisers regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any possible changes in the tax laws.

Election to Be Taxed as a RIC

As a business development company, we have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute as dividends for U.S. federal income tax purposes to our stockholders. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our stockholders,

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for each taxable year, dividends for U.S. federal income tax purposes of an amount at least equal to 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid, or the Annual Distribution Requirement.

Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we did not incur any liability to pay federal income tax, or the Excise Tax Avoidance Requirement.

We have previously incurred, and may incur in the future, such excise tax on a portion of our income and capital gains. While we intend to distribute income and capital gains to minimize exposure to the 4% excise tax, we may not be able to, or may choose not to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we generally will be liable for the excise tax only on the amount by which we do not meet the Excise Tax Avoidance Requirement. Under certain circumstances, however, we may, in our sole discretion, determine that it is in our best interests to retain a portion of our income or capital gains rather than distribute such amount as dividends and accordingly cause us to bear the excise tax burden associated therewith.

Taxation as a RIC

If we:

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qualify as a RIC; and

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satisfy the Annual Distribution Requirement;

then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute as dividends for U.S. federal income tax purposes to our stockholders. We will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed as dividends to our stockholders.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

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qualify to be treated as a business development company under the 1940 Act at all times during each taxable year;

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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, net income from certain “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income) or other income derived with respect to our business of investing in such stock or securities, or the 90% Income Test; and

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diversify our holdings so that at the end of each quarter of the tax year:

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at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of such issuer; and

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no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, or of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships, or the Diversification Tests,.

We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities.

In addition, we are subject to ordinary income and capital gain distribution requirements under U.S. federal excise tax rules for each calendar year, or the Excise Tax Avoidance Requirement. If we do not meet the required distributions we will be subject to a 4% nondeductible federal excise tax on the undistributed amount. The failure to meet the Excise Tax Avoidance Requirement will not cause us to lose our RIC status.

A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our deductible expenses in a given tax year exceed our investment company taxable income, we may incur a net operating loss for that tax year. However, a RIC is not permitted to carry forward net operating losses to subsequent tax years and such net operating losses do not pass through to its stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, the excess of realized capital losses over realized capital gains) to offset its investment company taxable income, but may carry forward such net capital losses, and use them to offset future capital gains, indefinitely. Due to these limits on deductibility of expenses and net capital losses, we may for tax purposes have aggregate taxable income for several tax years that we are required to distribute and that is taxable to our stockholders even if such taxable income is greater than the net income we actually earn during those tax years.

Any underwriting fees paid by us are not deductible in computing our investment company taxable income. For U.S. federal income purposes, we may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt instruments that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same tax year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Also, recent tax legislation requires that certain income be recognized for tax purposes no later than when recognized for financial reporting purposes. Further, we have elected to amortize market discount and include such amounts in our taxable income in the current tax year, instead of upon their disposition.

We invest a portion of our net assets in below investment grade instruments. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt instruments in a bankruptcy or workout context are taxable. We will address these and other issues to the extent necessary in order to seek to ensure that we distributes sufficient income to avoid any material U.S. federal income or excise tax.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the tax year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under Subchapter M of the Code. We may have to sell or otherwise dispose of some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this

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purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax. Furthermore, a portfolio company in which we hold equity or debt instruments may face financial difficulty that requires us to work out, modify, or otherwise restructure such equity or debt instruments. Any such restructuring could, depending upon the terms of the restructuring, cause us to incur unusable or nondeductible losses or recognize future non-cash taxable income.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) treat dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability to be subject to tax as a RIC.

Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant.

Income received by us from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to us. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. We generally intend to conduct our investment activities to minimize the impact of foreign taxation, but there is no guarantee that we will be successful in this regard.

If we acquire the equity securities of certain non-U.S. entities classified as a corporation for U.S. federal income tax purposes that earn at least 75% of their annual gross income from passive sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments producing such passive income, we could be subject to federal income tax and additional interest charges on “excess distributions” received from such passive foreign investment companies, or PFICs, or gain from the sale of stock in such PFICs, even if all income or gain actually received by us is timely distributed to our stockholders. We would not be able to pass through to our stockholders any credit or deduction for such a tax. Certain elections may, if available, ameliorate these adverse tax consequences, but any such election could require us to recognize taxable income or gain without the concurrent receipt of cash. We intend to limit and/or manage our holdings in PFICs to minimize our liability for any such taxes and related interest charges.

Although we do not presently expect to do so, we are authorized to borrow funds and to sell or otherwise dispose of assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Business — Regulation — Senior Securities” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. Moreover, our ability to sell or otherwise dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we sell or otherwise dispose of assets in order to meet the annual distribution requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized for in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, will not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us

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as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such corporations will be subject to U.S. corporate income tax as well as state and local tax on their earnings, which ultimately will reduce the yield to our stockholders on such fees and income.

Under the Code, gains or losses attributable to fluctuations in foreign currency exchange rates that occur between the time we accrue interest income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time we actually collect such receivables or pay such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as “section 988” gains and losses, may increase or decrease the amount of our investment company taxable income to be distributed to stockholders as ordinary income. For example, fluctuations in exchange rates may increase the amount of income that we must distribute in order to qualify for treatment as a RIC and to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate income available for distribution. If section 988 losses exceed other investment company taxable income during a taxable year, we would not be able to make ordinary distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to stockholders for U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each stockholder’s basis in shares.

Failure to Qualify as a RIC

If we fail to satisfy the 90% Income Test or any Diversification Test in any tax year, we may be eligible to avail ourselves of certain relief provisions under the Code if the failures are due to reasonable cause and not willful neglect, and if a penalty tax is paid with respect to each failure in satisfaction of the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Diversification Tests where we correct a failure within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income will be subject to U.S. federal corporate-level income tax as described below. We cannot provide assurance that it would qualify for any such relief should it fail either the 90% Income Test or any Diversification Test.

If we were unable to qualify for treatment as a RIC, it would be subject to tax on all of our taxable income at regular corporate rates, regardless of whether we makes any distributions to our stockholders. Distributions would not be required, and any distributions would generally be taxable to our stockholders as ordinary dividend income. Subject to certain additional limitations in the Code, such distributions would be eligible for the preferential maximum rate applicable to individual stockholders with respect to qualifying dividends. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. Moreover, if we fail to qualify as a RIC in any tax year, to qualify again to be subject to tax as a RIC in a subsequent tax year, we would be required to distribute our earnings and profits attributable to any of our non-RIC tax years as dividends to our stockholders. In addition, if we fail to qualify as a RIC for a period greater than two consecutive tax years, to qualify as a RIC in a subsequent year we may be subject to regular corporate income tax on any net built-in gains with respect to certain of our assets (that is, the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market value at the end of the tax year) that we elect to recognize on requalification or when recognized over the next five tax years.

The remainder of this discussion assumes that we maintain our qualification as a RIC and have satisfied the Annual Distribution Requirement.

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Taxation of U.S. Stockholders

Distributions by us generally are taxable to U.S. stockholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally, our net ordinary income plus net short-term capital gains in excess of realized net long-term capital losses) will be taxable as ordinary income to U.S. stockholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested in additional shares of our common stock. To the extent such distributions paid by us to non-corporate stockholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations and if certain holding period requirements are met, such distributions generally will be treated as qualified dividend income and generally eligible for a maximum U.S. federal tax rate of either 15% or 20%, depending on whether the individual shareholder’s income exceeds certain threshold amounts, and if other applicable requirements are met, such distributions generally will be eligible for the corporate dividends-received deduction to the extent such dividends have been paid by a U.S. corporation. In this regard, it is anticipated that distributions paid by us will generally not be attributable to dividends and, therefore, generally will not qualify for the preferential maximum U.S. federal tax rate applicable to non-corporate stockholders as well as will not be eligible for the corporate dividends-received deduction.

Distributions of our net capital gains (which is generally our realized net long-term capital gains in excess of realized net short-term capital losses) properly designated by us as “capital gain dividends” will be taxable to a U.S. stockholder as long-term capital gains (currently generally at a maximum rate of either 15% or 20%, depending on whether the individual stockholder’s income exceeds certain threshold amounts) in the case of individuals, trusts or estates, regardless of the U.S. stockholder’s holding period for his, her or its common stock and regardless of whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce a U.S. stockholder’s adjusted tax basis in such stockholder’s common stock and, after the adjusted basis is reduced to zero, will constitute capital gains to such U.S. stockholder. Stockholders receiving dividends or distributions in the form of additional shares of our common stock purchased in the market should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the stockholders receiving cash dividends or distributions will receive, and should have a cost basis in the shares received equal to such amount. Stockholders receiving dividends in newly issued shares of our common stock will be treated as receiving a distribution equal to the value of the shares received, and should have a cost basis of such amount.

Although we currently intend to distribute any net capital gains at least annually, we may in the future decide to retain some or all of our net capital gains but designate the retained amount as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. stockholder will be required to include their share of the deemed distribution in income as if it had been distributed to the U.S. stockholder, and the U.S. stockholder will be entitled to claim a credit equal their allocable share of the tax paid on the deemed distribution by us. The amount of the deemed distribution net of such tax will be added to the U.S. stockholder’s tax basis for their common stock. Since we expect to pay tax on any retained net capital gains at our regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. stockholder’s other U.S. federal income tax obligations or may be refunded to the extent it exceeds a stockholder’s liability for U.S. federal income tax. A stockholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable income as a “deemed distribution.”

For purposes of determining (1) whether the annual distribution requirement is satisfied for any tax year and (2) the amount of capital gain dividends paid for that tax year, we may, under certain circumstances, elect to treat a dividend that is paid during the following tax year as if it had been paid during the tax year in question. If we make such an election, the U.S. stockholder will still be treated as

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receiving the dividend in the tax year in which the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been received by our U.S. stockholders on December 31 of the calendar year in which the dividend was declared.

If an investor purchases shares of our common stock shortly before the record date of a distribution, the price of the shares of our common stock will include the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return of their investment.

A stockholder generally will recognize taxable gain or loss if the stockholder sells or otherwise disposes of their shares of our common stock. The amount of gain or loss will be measured by the difference between such stockholder’s adjusted tax basis in our common stock sold and the amount of the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the stockholder has held their shares of common stock for more than one year. Otherwise, it would be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. In such a case, the basis of the common stock acquired will be increased to reflect the disallowed loss.

In general, individual U.S. stockholders are subject to a maximum U.S. federal income tax rate of either 15% or 20% (depending on whether the individual U.S. stockholder’s income exceeds certain threshold amounts) on their net capital gain, i.e., the excess of realized net long-term capital gain over realized net short-term capital loss for a taxable year, including a long-term capital gain derived from an investment in our shares of common stock. Such rate is lower than the maximum federal income tax rate on ordinary taxable income currently payable by individuals. Corporate U.S. stockholders currently are subject to U.S. federal income tax on net capital gain at the maximum rate also applied to ordinary income (currently 21%). Non-corporate stockholders incurring net capital losses for a tax year (i.e., net capital losses in excess of net capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each tax year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used in subsequent tax years as provided in the Code. Corporate stockholders generally may not deduct any net capital losses for a tax year, but may carry back such losses for three tax years or carry forward such losses for five tax years.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from us and net gains from redemptions or other taxable dispositions of our shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold amounts.

We (or if a U.S. stockholder holds shares through an intermediary, such intermediary) will send to each of our U.S. stockholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such U.S. stockholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S. federal tax status of each calendar year’s distributions generally will be reported to the IRS (including the amount of distributions, if any, eligible for the preferential maximum rate). Distributions paid by us generally will not be eligible for the corporate dividends received deduction or the preferential tax rate applicable to qualifying dividends because our income generally will not consist of qualifying dividends. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. stockholder’s particular situation.

The Code requires reporting of adjusted cost basis information for covered securities, which generally include shares of a RIC acquired after January 1, 2012, to the IRS and to taxpayers. Stockholders should contact their financial intermediaries with respect to reporting of cost basis and available elections for their accounts.

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We may be required to withhold U.S. federal income tax (“backup withholding”) currently at a rate of 24% from all taxable distributions to any non-corporate U.S. stockholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder’s U.S. federal income tax liability and provided that proper information is provided to the IRS.

Under U.S. Treasuary regulations, if a U.S. stockholder recognizes a loss with respect to shares of our common stock of $2 million or more in the case of an individual stockholder or $10 million or more in the case of a corporate stockholder in any single tax year (or a greater loss over a combination of tax years), such U.S. stockholder must file with the IRS a disclosure statement on Form 8886. Direct U.S. stockholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, U.S. stockholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to stockholders of most or all RICs. The fact that a loss is reportable by a taxpayer under these U.S. Treasury regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. stockholders should consult their tax advisers to determine the applicability of these U.S. Treasury regulations in light of their individual circumstances.

Taxation of Non-U.S. Stockholders

Whether an investment in the shares of our common stock is appropriate for a Non-U.S. stockholder will depend upon that person’s particular circumstances. An investment in the shares of our common stock by a Non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders should consult their tax advisers before investing in our common stock.

Certain properly designated dividends received by a Non-U.S. stockholder generally are exempt from U.S. federal withholding tax when they (1) are paid in respect of our “qualified net interest income” (generally, our U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which we are at least a 10% stockholder, reduced by expenses that are allocable to such income), or (2) are paid in connection with our “qualified short-term capital gains” (generally, the excess of our net short-term capital gain over our long-term capital loss for a tax year) as well as if certain other requirements are satisfied. Nevertheless, it should be noted that in the case of shares of our stock held through an intermediary, the intermediary may have withheld U.S. federal income tax even if we designated the payment as having been derived from qualified net interest income or from qualified short-term capital gains. Moreover, depending on the circumstances, we may designate all, some or none of our potentially eligible dividends as derived from such qualified net interest income or as qualified short-term capital gains, or treat such dividends, in whole or in part, as ineligible for this exemption from withholding.

Actual or deemed distributions of our net capital gains to a Non-U.S. stockholder, and gains realized by a Non-U.S. stockholder upon the sale of our common stock, will not be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless (i) the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. stockholder and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. stockholder in the United States, or (ii) in the case of an individual stockholder, the stockholder is present in the United States for 183 days or more during the year of the sale or capital gain dividend and certain other conditions are met.

If we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a Non-U.S. stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder’s allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the Non-U.S. stockholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the Non-U.S. stockholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax

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return. For a corporate Non-U.S. stockholder, distributions (both actual and deemed), and gains realized upon the sale of our common stock that are effectively connected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

A Non-U.S. stockholder who is a non-resident alien individual, and who is otherwise subject to withholding of U.S. federal income tax, may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the Non-U.S. stockholder provides us or the dividend paying agent with a U.S. nonresident withholding tax certification (e.g., an IRS Form W-8BEN, an IRS Form W-8BEN-E, or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. stockholder or otherwise establishes an exemption from backup withholding.

Withholding of U.S. tax (at a 30% rate) is required by the Foreign Account Tax Compliance Act, or FATCA, provisions of the Code with respect to payments of dividends paid to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to enable the applicable withholding agent to determine whether withholding is required.

An investment in shares by a non-U.S. person may also be subject to U.S. federal estate tax. Non-U.S. persons should consult their own tax advisors with respect to the U.S. federal income tax, U.S. federal estate tax, withholding tax, and state, local and foreign tax consequences of acquiring, owning or disposing of our common stock.

State and Local Taxes

We may be subject to state or local taxes in jurisdictions in which we are deemed to be doing business. In those states or localities, our entity-level tax treatment and the treatment of distributions made to stockholders under those jurisdictions’ tax laws may differ from the treatment under the Code. Accordingly, an investment in shares of our common stock may have tax consequences for stockholders that are different from those of a direct investment in our portfolio investments. Stockholders are urged to consult their own tax advisers concerning state and local tax matters.

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DESCRIPTION OF OUR CAPITAL STOCK

The following description is based on relevant portions of the DGCL and on our certificate of incorporation and bylaws. This summary is not necessarily complete, and we refer you to the DGCL and our certificate of incorporation and bylaws for a more detailed description of the provisions summarized below.

Capital Stock

Our authorized stock currently consists of 100,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Our common stock is traded on The Nasdaq Global Select Market under the ticker symbol “GBDC”. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans. Under Delaware law, our stockholders generally are not personally liable for our debts or obligations.

The following are our outstanding classes of securities as of June 21, 2019:

Title of Class	(2) Amount authorized		(3) Amount held by us or for Our Account		(4) Amount Outstanding Exclusive of Amounts shown Under (3)
Common Stock		100,000,000		—		60,587,403
Preferred Stock		1,000,000		—		—

All shares of our common stock have equal rights as to earnings, assets, dividends and other distributions and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of funds legally available therefrom. Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except when their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will not be able to elect any directors.

Provisions of the DGCL and Our Certificate of Incorporation and Bylaws

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

The indemnification of our officers and directors is governed by Section 145 of the DGCL, and our certificate of incorporation and bylaws. Subsection (a) of DGCL Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (1) such person acted in good faith, (2) in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and (3) with respect to any criminal action or proceeding, such person had no reasonable cause to believe the person’s conduct was unlawful.

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Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

DGCL Section 145 further provides that to the extent that a present or former director or officer is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding. In all cases in which indemnification is permitted under subsections (a) and (b) of Section 145 (unless ordered by a court), it will be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the applicable standard of conduct has been met by the party to be indemnified. Such determination must be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders. The statute authorizes the corporation to pay expenses incurred by an officer or director in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized. DGCL Section 145 also provides that indemnification and advancement of expenses permitted under such Section are not to be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. DGCL Section 145 also authorizes the corporation to purchase and maintain liability insurance on behalf of its directors, officers, employees and agents regardless of whether the corporation would have the statutory power to indemnify such persons against the liabilities insured.

Our certificate of incorporation provides that our directors will not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the current DGCL or as the DGCL may hereafter be amended. DGCL Section 102(b)(7) provides that the personal liability of a director to a corporation or its stockholders for breach of fiduciary duty as a director may be eliminated except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful stock purchases or redemption of stock or (4) for any transaction from which the director derives an improper personal benefit.

Our certificate of incorporation and bylaws provide for the indemnification of any person to the full extent permitted, and in the manner provided, by the current DGCL or as the DGCL may hereafter be amended. In addition, we have entered into indemnification agreements with each of our directors and officers in order to effect the foregoing except to the extent that such indemnification would exceed the limitations on indemnification under Section 17(h) of the 1940 Act.

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Delaware Anti-Takeover Law

The DGCL and our certificate of incorporation and bylaws contain provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer, proxy contest or otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of directors. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. We believe, however, that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because the negotiation of such proposals may improve their terms.

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, these provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

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prior to such time, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

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on or after the date the business combination is approved by the board of directors and authorized at a meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

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Section 203 defines “business combination” to include the following:

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any merger or consolidation involving the corporation and the interested stockholder;

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any sale, transfer, pledge or other disposition (in one transaction or a series of transactions) of

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10% or more of either the aggregate market value of all the assets of the corporation or the aggregate market value of all the outstanding stock of the corporation involving the interested stockholder;

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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation owned by the interested stockholder; or

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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us.

Election of Directors

Our certificate of incorporation and bylaws provide that the affirmative vote of the holders of a majority of the votes cast by stockholders present in person or by proxy at an annual or special meeting of stockholders and entitled to vote thereat will be required to elect a director. Under our certificate of incorporation, our board of directors may amend the bylaws to alter the vote required to elect directors.

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Classified Board of Directors

Our board of directors is divided into three classes of directors serving staggered three-year terms, with the term of office of only one of the three classes expiring each year. A classified board may render a change in control of us or removal of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified board of directors helps to ensure the continuity and stability of our management and policies.

Number of Directors; Removal; Vacancies

Our certificate of incorporation provides that the number of directors will be set only by the board of directors by resolution or amendment to our bylaw adopted by the affirmative vote of a majority of the directors. Our bylaws provide that a majority of our entire board of directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than four nor more than eight. Under the DGCL, unless the certificate of incorporation provides otherwise (which our certificate of incorporation does not), directors on a classified board such as our board of directors may be removed only for cause. Under our certificate of incorporation and bylaws, any vacancy on the board of directors, including a vacancy resulting from an enlargement of the board of directors, may be filled only by vote of a majority of the directors then in office. The limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third-party to acquire, or discourage a third-party from seeking to acquire, control of us.

Action by Stockholders

Under our certificate of incorporation stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. This may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

Our bylaws provide that with respect to an annual meeting of stockholders, nominations of persons for election to the board of directors and the proposal of business to be considered by stockholders may be made only (1) by or at the direction of the board of directors, (2) pursuant to our notice of meeting or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice procedures of the bylaws. Nominations of persons for election to the board of directors at a special meeting may be made only by or at the direction of the board of directors, and provided that the board of directors has determined that directors will be elected at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws.

The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our board of directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by our board of directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our board of directors any power to disapprove stockholder nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Stockholder Meetings

Our bylaws provide that any action required or permitted to be taken by stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting. In addition, in lieu of such a meeting, any such action may be taken by the unanimous written consent of our stockholders. Our certificate of incorporation and bylaws also provide that, except as otherwise

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required by law, special meetings of the stockholders can only be called by the chairman of the board, the chief executive officer or the board of directors. In addition, our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors, or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to the secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.

Calling of Special Meetings of Stockholders

Our certificate of incorporation and bylaws provide that special meetings of stockholders may be called by our board of directors, the chairman of the board and our chief executive officer.

Conflict with 1940 Act

Our bylaws provide that, if and to the extent that any provision of the DGCL or any provision of our certificate of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

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DESCRIPTION OF OUR PREFERRED STOCK

In addition to shares of common stock, our certificate of incorporation authorizes the issuance of preferred stock. We may issue preferred stock from time to time in one or more classes or series without stockholder approval. Prior to issuance of shares of each class or series, our board of directors is required by Delaware law and by our certificate of incorporation to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. You should note, however, that any such an issuance must adhere to the requirements of the 1940 Act, Delaware law and any other limitations imposed by law.

The 1940 Act currently requires that (i) immediately after issuance and before any dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 662∕3% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, (ii) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends or other distribution on the preferred stock are in arrears by two years or more. Some matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a business development company. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.

For any series of preferred stock that we may issue, our board of directors will determine and the articles supplementary and the prospectus supplement relating to such series will describe:

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the designation and number of shares of such series;

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the rate and time at which, and the preferences and conditions under which, any dividends or

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other distributions will be paid on shares of such series, as well as whether such dividends or other distributions are participating or non-participating;

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any provisions relating to convertibility or exchangeability of the shares of such series, including adjustments to the conversion price of such series;

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the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;

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the voting powers, if any, of the holders of shares of such series;

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any provisions relating to the redemption of the shares of such series;

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any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding;

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any conditions or restrictions on our ability to issue additional shares of such series or other securities;

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if applicable, a discussion of certain U.S. federal income tax considerations; and

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any other relative powers, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof.

All shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be fixed by our board of directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the dates from which dividends or other distributions, if any, thereon will be cumulative.

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DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

The following is a general description of the terms of the subscription rights we may issue from time to time. Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such subscription rights. We will not offer transferable subscription rights to our stockholders at a price equivalent to less than the then current net asset value per share of common stock, taking into account underwriting commissions, unless we first file a post-effective amendment that is declared effective by the SEC with respect to such issuance and the common stock to be purchased in connection with the rights represents no more than one-third of our outstanding common stock at the time such rights are issued.

We may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more persons pursuant to which such persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear all of the expenses incurred by us in connection with any subscription rights offerings, regardless of whether any common stockholder exercises any subscription rights.

A prospectus supplement will describe the particular terms of any subscription rights we may issue, including the following:

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the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days);

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the title and aggregate number of such subscription rights;

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the exercise price for such subscription rights (or method of calculation thereof);

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the currency or currencies, including composite currencies, in which the price of such subscription rights may be payable;

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if applicable, the designation and terms of the securities with which the subscription rights are issued and the number of subscription rights issued with each such security or each principal amount of such security;

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the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share);

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the number of such subscription rights issued to each stockholder;

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the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable;

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the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension);

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if applicable, the minimum or maximum number of subscription rights that may be exercised at one time;

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the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege;

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any termination right we may have in connection with such subscription rights offering;

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the terms of any rights to redeem, or call such subscription rights;

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information with respect to book-entry procedures, if any;

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the terms of the securities issuable upon exercise of the subscription rights;

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the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the subscription rights offering;

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if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; and

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any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights.

Each subscription right will entitle the holder of the subscription right to purchase for cash or other consideration such amount of shares of common stock at such subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.

Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. If less than all of the rights represented by such subscription rights certificate are exercised, a new subscription certificate will be issued for the remaining rights. Prior to exercising their subscription rights, holders of subscription rights will not have any of the rights of holders of the securities purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement.

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DESCRIPTION OF WARRANTS

The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

We may issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently or together with shares of common stock, preferred stock or debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

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the title and aggregate number of such warrants;

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the price or prices at which such warrants will be issued;

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the currency or currencies, including composite currencies, in which the price of such warrants may be payable;

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if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise;

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in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise;

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the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension);

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whether such warrants will be issued in registered form or bearer form;

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if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;

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if applicable, the date on and after which such warrants and the related securities will be separately transferable;

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the terms of any rights to redeem, or call such warrants;

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information with respect to book-entry procedures, if any;

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the terms of the securities issuable upon exercise of the warrants;

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if applicable, a discussion of certain U.S. federal income tax considerations; and

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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.

We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

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Each warrant will entitle the holder to purchase for cash such common stock or preferred stock at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

Under the 1940 Act, we may generally only offer warrants provided that (a) the warrants expire by their terms within ten years, (b) the exercise or conversion price is not less than the current market value at the date of issuance, (c) our stockholders authorize the proposal to issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in the best interests of Golub Capital BDC, Inc. and its stockholders and (d) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

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DESCRIPTION OF OUR DEBT SECURITIES

We may issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus, the prospectus supplement relating to that particular series and any related free writing prospectus.

As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an “indenture.” An indenture is a contract between us and U.S. Bank National Association, a financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles.

First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described in the second paragraph under “— Events of Default — Remedies if an Event of Default Occurs.” Second, the trustee performs certain administrative duties for us.

Because this section is a summary, it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. For example, in this section, we use capitalized words to signify terms that are specifically defined in the indenture. We have filed the form of the indenture with the SEC. See “Available Information” for information on how to obtain a copy of the indenture.

A prospectus supplement, which will accompany this prospectus, will describe the particular terms of any series of debt securities being offered, including the following:

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the designation or title of the series of debt securities;

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the total principal amount of the series of debt securities;

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the percentage of the principal amount at which the series of debt securities will be offered;

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the date or dates on which principal will be payable;

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the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;

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the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;

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the terms for redemption, extension or early repayment, if any;

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the currencies in which the series of debt securities are issued and payable;

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whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;

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the place or places, if any, other than or in addition to the City of New York, of payment, transfer, conversion and/or exchange of the debt securities;

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the denominations in which the offered debt securities will be issued;

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the provision for any sinking fund;

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any restrictive covenants;

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any Events of Default;

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whether the series of debt securities are issuable in certificated form;

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any provisions for defeasance or covenant defeasance;

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if applicable, U.S. federal income tax considerations relating to original issue discount;

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whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);

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any provisions for convertibility or exchangeability of the debt securities into or for any other securities;

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whether the debt securities are subject to subordination and the terms of such subordination;

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the listing, if any, on a securities exchange; and

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any other terms.

The debt securities may be secured or unsecured obligations. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds.

We are permitted, under specified conditions, to issue multiple classes of indebtedness if our asset coverage, as defined in the 1940 Act, is at least equal to 150% (subject to certain ongoing disclosure requirements) immediately after each such issuance. In addition, while any indebtedness and other senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital. As a business development company, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage” in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC.

General

The indenture provides that any debt securities proposed to be sold under this prospectus and the attached prospectus supplement (“offered debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered securities (“underlying debt securities”), may be issued under the indenture in one or more series.

For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities.

The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.” The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “Resignation of Trustee” section below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures.

We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created.

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We expect that we will usually issue debt securities in book-entry only form represented by global securities.

Conversion and Exchange

If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.

Payment and Paying Agents

We will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, often approximately two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.”

Payments on Global Securities

We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants.

Payments on Certificated Securities

We will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of the close of business on the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee in New York, New York and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender of the debt security.

Alternatively, if the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in New York City, on the due date. To request payment by wire, the holder must give the applicable trustee or other paying agent appropriate transfer instructions at least 15 business days before the requested wire payment is due. In the case of any interest payment due on an interest payment date, the instructions must be given by the person who is the holder on the relevant regular record date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above.

Payment when Offices are Closed

If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day.

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Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities.

Events of Default

You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

The term “Event of Default” in respect of the debt securities of your series means any of the following (unless the prospectus supplement relating to such debt securities states otherwise):

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we do not pay the principal of, or any premium on, a debt security of the series on its due date, and do not cure this default within five days;

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we do not pay interest on a debt security of the series when due, and such default is not cured within 30 days;

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we do not deposit any sinking fund payment in respect of debt securities of the series on its due date, and do not cure this default within five days;

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we remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series;

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we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 60 days;

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on the last business day of each of 24 consecutive calendar months, we have an asset coverage of less than 100%; and

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any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs.

An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium or interest or in the payment of any sinking or purchase fund installment, if it considers the withholding of notice to be in the best interests of the holders.

Remedies if an Event of Default Occurs

If an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series.

The trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability (called an “indemnity”). If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

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the holder must give your trustee written notice that an Event of Default has occurred and remains uncured;

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the holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must

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offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;

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the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and

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the holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60 day period.

However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

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the payment of principal, any premium or interest; or

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in respect of a covenant that cannot be modified or amended without the consent of each holder.

Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity.

Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default.

Merger or Consolidation

Under the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We may also be permitted to sell all or substantially all of our assets to another entity. However, unless the prospectus supplement relating to certain debt securities states otherwise, we may not take any of these actions unless all the following conditions are met:

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where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities;

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immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing;

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we must deliver certain certificates and documents to the trustee; and

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we must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.

Modification or Waiver

There are three types of changes we can make to the indenture and the debt securities issued thereunder.

Changes Requiring Approval

First, there are changes that we cannot make to debt securities without specific approval of all of the holders. The following is a list of those types of changes:

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change the stated maturity of the principal of or interest on a debt security;

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reduce any amounts due on a debt security;

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reduce the amount of principal payable upon acceleration of the maturity of a security following a default;

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adversely affect any right of repayment at the holder’s option;

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change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;

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impair your right to sue for payment;

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adversely affect any right to convert or exchange a debt security in accordance with its terms;

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modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities;

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reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;

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reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;

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modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and

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change any obligation we have to pay additional amounts.

Changes Not Requiring Approval

The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.

Changes Requiring Majority Approval

Any other change to the indenture and the debt securities would require the following approval:

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if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series; and

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if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

The holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “— Changes Requiring Your Approval.”

Further Details Concerning Voting

When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:

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for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default;

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for debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described in the prospectus supplement; and

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for debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent.

Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “Defeasance — Full Defeasance.”

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We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Defeasance

The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

Covenant Defeasance

Under current U.S. federal tax law, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If applicable, you also would be released from the subordination provisions as described under the “Indenture Provisions — Subordination” section below. In order to achieve covenant defeasance, we must do the following:

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if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates;

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we must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity; and

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we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.

If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

Full Defeasance

If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put in place the following other arrangements for you to be repaid:

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if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.

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we must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just

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repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; and

•

If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If applicable, you would also be released from the subordination provisions described later under “Indenture Provisions — Subordination.”

Form, Exchange and Transfer of Certificated Registered Securities

Holders may exchange their certificated securities, if any, for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed.

Holders may exchange or transfer their certificated securities, if any, at the office of their trustee. We have appointed the trustee to act as our agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves.

Holders will not be required to pay a service charge to transfer or exchange their certificated securities, if any, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership.

If we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

If any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

Resignation of Trustee

Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Indenture Provisions — Subordination

Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below), but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal

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(or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth.

In the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities.

By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities. The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture.

Senior Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:

•

our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the subordinated debt securities; and

•

renewals, extensions, modifications and refinancings of any of this indebtedness.

If this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt securities, the accompanying prospectus supplement will set forth the approximate amount of our Senior Indebtedness outstanding as of a recent date.

The Trustee under the Indenture

U.S. Bank National Association will serve as the trustee under the indenture.

Certain Considerations Relating to Foreign Currencies

Debt securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

Book-Entry Debt Securities

The Depository Trust Company, or DTC, will act as securities depository for the debt securities. The debt securities will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for the debt securities, in the aggregate principal amount of such issue, and will be deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants, or Direct

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Participants, deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC.

DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, or Indirect Participants. DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.

Purchases of debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of each security, or the Beneficial Owner, is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is discontinued.

To facilitate subsequent transfers, all debt securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such debt securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the debt securities unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the debt securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or

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registered in “street name,” and will be the responsibility of such Participant and not of DTC nor its nominee, the trustee, or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or the trustee, but disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the debt securities at any time by giving reasonable notice to us or to the trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

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CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

Our securities are held by U.S. Bank National Association pursuant to a custody agreement. The principal business address of U.S. Bank National Association Corporate Trust Services is One Federal Street, 3rd Floor, Boston, Massachusetts 02110, telephone: (617) 603-6538. American Stock Transfer & Trust Company, LLC serves as our transfer agent, distribution paying agent and registrar. The principal business address of American Stock Transfer & Trust Company, LLC is 6201 15th Avenue, Brooklyn, New York 11219, telephone: (800) 937-5449.

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BROKERAGE ALLOCATION AND OTHER PRACTICES

Since we will acquire and dispose of many of our investments in privately negotiated transactions, many of the transactions that we engage in will not require the use of brokers or the payment of brokerage commissions. Subject to policies established by our board of directors, GC Advisors will be primarily responsible for selecting brokers and dealers to execute transactions with respect to the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. GC Advisors does not expect to execute transactions through any particular broker or dealer but will seek to obtain the best net results for us under the circumstances, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. GC Advisors generally will seek reasonably competitive trade execution costs but will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements and consistent with Section 28(e) of the Exchange Act, GC Advisors may select a broker based upon brokerage or research services provided to GC Advisors and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if GC Advisors determines in good faith that such commission is reasonable in relation to the services provided.

We have not paid any brokerage commissions during the three most recent fiscal years.

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PLAN OF DISTRIBUTION

We may offer, from time to time, in one or more offerings or series, up to $800,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our common stock or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. We may sell the securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders in a rights offering, through agents or through a combination of any such methods of sale. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement or supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the proceeds, if any, we will receive from the sale; any over-allotment options under which underwriters may purchase additional securities from us; any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; the public offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on which the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.

The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that the offering price per share of our common stock, less any underwriting commissions or discounts, must equal or exceed the net asset value per share of our common stock at the time of the offering except (1) in connection with a rights offering to our existing stockholders, (2) offerings completed within one year of the receipt of consent of the majority of our common stockholders or (3) under such circumstances as the SEC may permit. The price at which securities may be distributed may represent a discount from prevailing market prices.

In connection with the sale of the securities, underwriters or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Our common stockholders will indirectly bear such fees and expenses as well as any other fees and expenses incurred by us in connection with any sale of securities. Underwriters may sell the securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement. We may also reimburse the underwriter or agent for certain fees and legal expenses incurred by it.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

Any underwriters that are qualified market makers on The Nasdaq Global Select Market may engage in passive market making transactions in our common stock on The Nasdaq Global Select Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers or sales of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the

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passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

Unless otherwise specified in the applicable prospectus supplement or free writing prospectus, each class or series of securities will be a new issue with no trading market, other than our common stock, which is traded on The Nasdaq Global Select Market. We may elect to list any other class or series of securities on any exchanges, but we are not obligated to do so. We cannot guarantee the liquidity of the trading markets for any securities.

Under agreements that we may enter, underwriters, dealers and agents who participate in the distribution of shares of our securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement.

In order to comply with the securities laws of certain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers.

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LEGAL MATTERS

Certain legal matters regarding the securities offered by this prospectus will be passed upon for us by Dechert LLP, Boston, MA. Dechert LLP has from time to time represented GC Advisors on unrelated matters.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The consolidated financial statements of Golub Capital BDC, Inc. and its consolidated subsidiaries at September 30, 2018 and 2017 and for each of the three years in the period ended September 30, 2018 and the effectiveness of Golub Capital BDC, Inc. and its consolidated subsidiaries’ internal control over financial reporting as of September 30, 2018 included in our most recent Annual Report on Form 10-K have been audited by Ernst & Young LLP, an independent registered public accounting firm located at 155 North Wacker Drive, Chicago, IL 60606, as set forth in their respective reports thereon in our Annual Report on Form 10-K, and are incorporated by reference in reliance upon such reports given on the authority of Ernst & Young LLP as experts in accounting and auditing.

AVAILABLE INFORMATION

This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or other document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. The SEC maintains a website that provides access, free of charge, to reports, proxy and information statements and other information we file with the SEC at www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102. We maintain a website at www.golubcapitalbdc.com and make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through our website. Information contained on our website is not incorporated into this prospectus or any prospectus supplement, and you should not consider information on our website to be part of this prospectus or any prospectus supplement. You may also obtain such information by contacting us in writing at 666 Fifth Avenue, 18th Floor, New York, New York 10103, Attention: Investor Relations.

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INCORPORATION BY REFERENCE

This prospectus is part of a registration statement that we have filed with the SEC. Pursuant to the Small Business Credit Availability Act, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.

We incorporate by reference the documents listed below and any future filings (including those made after the date of the filing of the registration statement of which this prospectus is a part) we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until the termination of the offering of the securities covered by this prospectus; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC, which is not deemed filed, is not incorporated by reference:

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our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, filed with the SEC on November 28, 2018;

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our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018, filed with the SEC on February 6, 2019;

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our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with the SEC on May 8, 2019;

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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 18, 2018;

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our Current Reports on Form 8-K (other than information furnished rather than filed in accordance with SEC rules) filed with the SEC on November 2, 2018, November 21, 2018, November 28, 2018, February 6, 2019, February 7, 2019 and June 25, 2019; and

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the description of our Common Stock referenced in our Registration Statement on Form 8-A (No. 001-34690), as filed with the SEC on April 13, 2010, including any amendment or report filed for the purpose of updating such description prior to the termination of the offering of the common stock registered hereby.

To obtain copies of these filings, see “Available Information.”

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$250,000,000

GOLUB CAPITAL BDC, INC.

Common Stock

PROSPECTUS SUPPLEMENT

SMBC Nikko

May 28, 2021

Golub Capital BDC (GBDC) 424B2Prospectus for primary offering