Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated January 29, 2024
Relating to Preliminary Prospectus Supplement dated January 29, 2024 and
Prospectus dated June 9, 2022
Registration No. 333-265509
Golub Capital BDC, Inc.
$600,000,000
6.000% Notes due 2029
PRICING TERM SHEET
January 29, 2024
The following sets forth the final terms of the 6.000% Notes due 2029 (the “Notes”) being offered pursuant to the preliminary prospectus supplement dated January 29, 2024, together with the accompanying prospectus dated June 9, 2022, relating to these securities (the “Preliminary Prospectus”), should be read together with the Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.
| Issuer: | Golub Capital BDC, Inc. (the “Company”) |
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| Security: | 6.000% Notes due 2029 |
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| Expected Ratings (Fitch/Moody’s/S&P)*: | BBB (rating watch negative) / Baa3 (positive) / BBB- (stable) |
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| Aggregate Principal Amount Offered: | $600,000,000 |
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| Trade Date: | January 29, 2024 |
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| Settlement Date**: | February 1, 2024 (T+3) |
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| Maturity Date: | July 15, 2029, unless earlier repurchased or redeemed |
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| Interest Payment Dates: | January 15 and July 15, commencing July 15, 2024 |
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| Record Dates: | June 30 and December 30, as the case may be, immediately preceding the relevant interest payment date |
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| Price to Public (Issue Price): | 98.872% of the aggregate principal amount |
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| Coupon (Interest Rate): | 6.000% |
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| Yield to Maturity: | 6.248% |
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| Spread to Benchmark Treasury: | + 225 basis points |
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| Benchmark Treasury: | 4.000% due January 31, 2029 |
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| Benchmark Treasury Price and Yield: | 100-00 ¼ / 3.998% |
| Optional Redemption: | Prior to June 15, 2029 (one month prior to the maturity date of the Notes), or the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of: |
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| | · 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date, or |
| | · (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points less (b) interest accrued to the date of redemption. |
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| | On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. |
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| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof |
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| CUSIP / ISIN: | 38173M AE2 / US38173MAE21 |
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| Joint Book-Running Managers: | Wells Fargo Securities, LLC |
| | J.P. Morgan Securities LLC |
| | SMBC Nikko Securities America, Inc. |
| | Goldman Sachs & Co. LLC |
| | Morgan Stanley & Co. LLC |
| | MUFG Securities Americas Inc. |
| | Regions Securities LLC |
| | Santander US Capital Markets LLC |
| | SG Americas Securities, LLC |
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| Co-Managers: | Academy Securities, Inc. |
| | Capital One Securities, Inc. |
| | CIBC World Markets Corp. |
| | Comerica Securities, Inc. |
| | Oppenheimer & Co. Inc. |
| | WauBank Securities LLC |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** The Company expects that delivery of the Notes will be made against payment therefor on or about February 1, 2024, which will be the third business day following the date of the pricing of the Notes (such settlement being herein referred to as “T+3”). Under Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the second business day before the date of delivery hereunder will be required, by virtue of the fact that the Notes initially will settle in T+3 business days, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement.
Investors are advised to carefully consider the investment objective, risks, charges and expenses of the Company before investing. The Preliminary Prospectus, which has been filed with the Securities and Exchange Commission (the “SEC”), contains this and other information about the Company and should be read carefully before investing.
The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of the Company and is not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.
A shelf registration statement relating to these securities is on file with, and has been declared effective by, the SEC. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus. The Company has filed the Preliminary Prospectus for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus and other documents the Company has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering can arrange to send you the Preliminary Prospectus if you request them by calling Wells Fargo Securities, LLC at 1-800-645- 3751, J.P. Morgan Securities LLC at 212-834-4533 or SMBC Nikko Securities America, Inc. at 1-888-868-6856.
ABOUT GOLUB CAPITAL BDC, INC.
The Company is an externally-managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. The Company invests primarily in one stop and other senior secured loans of U.S. middle-market companies that are often sponsored by private equity investors. The Company’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital LLC group of companies (“Golub Capital”).
ABOUT GOLUB CAPITAL
Golub Capital is a market-leading, award-winning direct lender and credit asset manager. The firm specializes in delivering reliable, creative and compelling financing solutions to companies backed by private equity sponsors. Golub Capital’s sponsor finance expertise also forms the foundation of its Broadly Syndicated Loan and Credit Opportunities investment programs. Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from private equity sponsors and investors.
As of January 1, 2024, Golub Capital had over 875 employees and over $65 billion of capital under management, a gross measure of invested capital including leverage. The firm has lending offices in New York, Chicago, Miami, San Francisco and London.
