Golub Capital BDC (GBDC) Announces Transferable Rights Offering

Golub Capital BDC, Inc. (NASDAQ: GBDC) announced today that its Board of Directors has approved the terms of a transferable rights offering to purchase shares of its common stock. Wells Fargo Securities, LLC will act as the Dealer Manager for the offering.

David B. Golub, Chief Executive Officer of GBDC, described the Company's strategic rationale for the rights offering in a letter to shareholders issued concurrently with this press release:

"GBDC is undertaking this rights offering in order to raise capital that will both fortify GBDC's balance sheet now and create opportunities in the future. Fortifying GBDC's balance sheet is important so that we can navigate through the uncharted waters of a COVID-19 world. Creating opportunities in the future is important so that when this period ends, GBDC is well positioned to play offense on new transactions that we believe are likely to be particularly attractive. We believe recent market events will likely create a sustained lender friendly environment, much like we saw after the last recession."

The Company will issue to stockholders of record as of 5:00 p.m., New York City time, on April 8, 2020 transferable rights to subscribe for an aggregate of up to 33,451,902 shares of the Company's common stock. Each record date stockholder will be issued one transferable right for every four shares of the Company's common stock owned on the record date. The rights entitle each holder to acquire at the subscription price one share of our common stock for every right held (the "Primary Subscription"). An application has been submitted for the rights to be listed for trading on the Nasdaq Global Select Market under the symbol "GBDCR" with trading anticipated to begin on or around April 9, 2020. Rights may be exercised at any time during the subscription period, which commences on April 9, 2020, and ends at 5:00 p.m., New York City time, on May 6, 2020, the expiration date, unless the subscription period is extended by the Company (the "Expiration Date"). Record date stockholders who fully exercise all rights issued to them are entitled to subscribe for additional shares of the Company's common stock that were not subscribed for by other holders (in the Primary Subscription, on the terms and subject to the conditions set forth in the prospectus for the offering, including as to pro-ration. In addition, any rights holders who were not record date stockholders who exercise rights are entitled to subscribe for such additional shares that are not otherwise subscribed for by record date stockholders pursuant to their over-subscription privilege, on the terms and subject to the conditions set forth in the prospectus for the offering, including as to pro-ration. These over-subscription privileges are referred to as the "Over-Subscription Privilege").

Certain affiliates of Golub Capital LLC, an affiliate of our investment adviser, GC Advisors LLC (collectively, "Golub Capital"), have indicated that they intend to over-subscribe and to make a total investment of up to $125 million in shares of our common stock pursuant to exercise of the primary subscription and/or the Over Subscription Privilege. Any over-subscription by affiliates of Golub Capital will be effected only after the pro rata allocation of shares pursuant to the Over-Subscription Privilege to (1) record date stockholders of the Company (other than affiliates of Golub Capital) who fully exercise all rights issued to them and (2) any rights holder who was not a record date stockholder of the Company (other than an affiliate of Golub Capital) who exercises rights.

The subscription price for the shares to be issued pursuant to the rights will be 92.5% of the volume-weighted average of the sales prices of the Company's shares of common stock on the Nasdaq Global Select Market for the five consecutive trading days ending on the Expiration Date. Because the subscription price will be determined on the Expiration Date, rights holders will generally not know the subscription price at the time of exercise and will be required initially to pay for both the shares subscribed for pursuant to their Primary Subscription rights and, if eligible, any additional shares subscribed for pursuant to the Over-Subscription Privilege at the estimated subscription price disclosed in the prospectus for this offering (and may be required to pay an additional amount or receive a partial refund, depending on the final subscription price). The Company has the ability to terminate the rights offering at any time prior to delivery of the rights and the shares of our common stock offered thereby. If this rights offering is terminated, all rights will expire without value, and no amounts paid to acquire rights on the Nasdaq Global Select Market or otherwise would be returned.

* All end dates subject to extension if the Company extends the Expiration Date.

The Company intends to use the net proceeds from the sale of shares of its common stock pursuant to the exercise of rights issued in this offering primarily (i) to initially repay outstanding indebtedness and otherwise support its financing subsidiaries, (ii) to make additional investments to support its existing portfolio companies, (iii) to position its balance sheet in order to be in position to fund new investments in accordance with its investment objectives and strategies and (iv) for general corporate purposes.

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