Form 10-Q GOLUB CAPITAL DIRECT For: Mar 31

Article

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. HCP

6. BSX
7. SPY
8. NOW
9. PI
10. ORCL

Top News Most Read Special Reports

May 16, 2022 6:27 PM EDT

E-mail

TABLE OF CONTENTS

______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________________

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 814-01412

Golub Capital Direct Lending Corporation

(Exact name of registrant as specified in its charter)


Maryland						87-1489837
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

200 Park Avenue, 25th Floor

New York, NY 10166

(Address of principal executive offices)

(212) 750-6060

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

TABLE OF CONTENTS


Large accelerated filer o			Accelerated filer o
Non-accelerated filer o			Smaller reporting company o
Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of May 16, 2022, the Registrant had 4,498,180.333 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS


Part I. Financial Information
Item 1.	Financial Statements	3
	Consolidated Statements of Financial Condition as of March 31, 2022 (unaudited) and September 30, 2021	3
	Consolidated Statements of Operations for the three and six months ended March 31, 2022 (unaudited)	4
	Consolidated Statements of Changes in Net Assets for the three and six months ended March 31, 2022 (unaudited)	5
	Consolidated Statement of Cash Flows for the six months ended March 31, 2022 (unaudited)	6
	Consolidated Schedules of Investments as of March 31, 2022 (unaudited) and September 30, 2021	17
	Notes to Consolidated Financial Statements (unaudited)	22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	81
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 4.	Controls and Procedures	61
Part II. Other Information
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	62

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Statements of Financial Condition


	March 31, 2022		September 30, 2021
	(unaudited)
Assets
Investments at fair value (amortized cost of $77,572,951 and $23,059,426, respectively)	$	78,490,803	$	22,990,132

Cash	11,223,176		29,432,086
Foreign currencies (cost of $125,210 and $160,153, respectively)	124,369		158,327




Interest receivable	410,062		58,781



Deferred offering costs	289,882		350,272
Other assets	7,333		—
Total Assets	$	90,545,625	$	52,989,598
Liabilities
Debt	$	29,996,118	$	16,350,000
Less unamortized debt issuance costs	393,205		—
Debt less unamortized debt issuance costs	29,602,913		16,350,000



Interest payable	31,692		1,466
Distributions payable	1,112,823		—

Management and incentive fees payable	141,760		—

Accounts payable and accrued expenses	689,149		345,271
Accrued trustee fees	15,003		5,001
Total Liabilities	31,593,340		16,701,738
Commitments and Contingencies (Note 8)
Net Assets

Common stock, par value $0.001 per share, 200,000,000 shares authorized, 3,930,152.333 and 2,424,742.000 shares issued and outstanding as of March 31, 2022 and September 30, 2021, respectively	3,930		2,425
Paid in capital in excess of par	58,948,355		36,368,705
Distributable earnings (losses)	—		(83,270)
Total Net Assets	58,952,285		36,287,860
Total Liabilities and Total Net Assets	$	90,545,625	$	52,989,598
Number of common shares outstanding	3,930,152.333		2,424,742.000
Net asset value per common share	$	15.00	$	14.97

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Statements of Operations (unaudited)


	Three months ended		Six months ended
	March 31, 2022			March 31, 2022
Investment income
Interest income	$	1,311,505		$	2,173,109

Fee income	651			17,589
Total investment income	1,312,156			2,190,698






Expenses
Interest expense	35,461			43,640
Base management fee	189,642			309,595
Incentive fee	107,286			236,219
Professional fees	144,219			285,091
Administrative service fee	19,457			25,252
General and administrative expenses	29,052			54,600
Total expenses	525,117			954,397
Base management fee waived (Note 4)	(189,642)			(309,595)
Incentive fee waived (Note 4)	(7,423)			(94,459)
Operating expenses reimbursement waived (Note 4)	—			(172,215)
Net expenses	328,052			378,128
Net investment income - before excise tax	984,104			1,812,570
Excise tax	7,734			7,734
Net investment income - after excise tax	976,370			1,804,836
Net gain (loss) on investment transactions
Net realized gain (loss) from:

Foreign currency transactions	(5,661)			(25,958)
Net realized gain (loss) on investment transactions	(5,661)			(25,958)
Net change in unrealized appreciation (depreciation) from:
Investments	396,706			987,147

Translation of assets and liabilities in foreign currencies	258,457			193,027
Net change in unrealized appreciation (depreciation) on investment transactions	655,163			1,180,174
Net gain on investment transactions	649,502			1,154,216
Net increase in net assets resulting from operations	$	1,625,872		$	2,959,052
Per Common Share Data
Basic and diluted earnings per common share (Note 10)	$	0.47		$	0.94
Basic and diluted weighted average common shares outstanding (Note 10)	3,426,305			3,160,509

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Statements of Changes in Net Assets (unaudited)



	Common Stock			Paid in Capital in Excess of Par		Distributable Earnings (Losses)		Total Net Assets
	Shares	Par Amount




























Balance at September 30, 2021	2,424,742.000	$	2,425	$	36,368,705	$	(83,270)	$	36,287,860
Issuance of common stock	1,505,410.333	1,505		22,579,650		—		22,581,155

Net increase (decrease) in net assets resulting from operations:
Net investment income	—	—		—		1,804,836		1,804,836
Net realized gain (loss) on investment transactions	—	—		—		(25,958)		(25,958)
Net change in unrealized appreciation (depreciation) on investment transactions	—	—		—		1,180,174		1,180,174
Distributions to stockholders:

Distributions from distributable earnings (losses)	—	—		—		(1,762,959)		(1,762,959)
Distributions declared and payable	—	—		—		(1,112,823)		(1,112,823)

Total increase (decrease) for the six months ended March 31, 2022	1,505,410.333	1,505		22,579,650		83,270		22,664,425
Balance at March 31, 2022	3,930,152.333	$	3,930	$	58,948,355	$	—	$	58,952,285
Balance at December 31, 2021	3,098,110.333	$	3,098	$	46,468,557	$	—	$	46,471,655
Issuance of common stock	832,042.000	832		12,479,798		—		12,480,630

Net increase (decrease) in net assets resulting from operations:
Net investment income	—	—		—		976,370		976,370
Net realized gain (loss) on investment transactions	—	—		—		(5,661)		(5,661)
Net change in unrealized appreciation (depreciation) on investment transactions	—	—		—		655,163		655,163
Distributions to stockholders:

Distributions from distributable earnings (losses)	—	—		—		(513,049)		(513,049)
Distributions declared and payable	—	—		—		(1,112,823)		(1,112,823)

Total increase (decrease) for the three months ended March 31, 2022	832,042.000	832		12,479,798		—		12,480,630
Balance at March 31, 2022	3,930,152.333	$	3,930	$	58,948,355	$	—	$	58,952,285

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Statement of Cash Flows (unaudited)


	Six months ended, March 31, 2022

Cash flows from operating activities
Net increase in net assets resulting from operations	$	2,959,052
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of deferred debt issuance costs	3,795
Accretion of discounts and amortization of premiums	(121,092)

Net realized (gain) loss on foreign currency transactions	25,958
Net change in unrealized (appreciation) depreciation on investments	(987,147)
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies	(193,027)

Proceeds from (fundings of) revolving loans, net	(464,396)
Fundings of investments	(56,578,609)
Proceeds from principal payments of portfolio investments	2,755,608
PIK interest	(105,035)
Changes in operating assets and liabilities:

Interest receivable	(351,281)


Deferred offering costs	60,390
Other assets	(7,333)

Interest payable	30,226
Management and incentive fees payable	141,760

Accounts payable and accrued expenses	343,878
Accrued trustee fees	10,002
Net cash provided by (used in) operating activities	(52,477,251)



Cash flows from financing activities
Borrowings on debt	44,939,985
Repayments of debt	(31,100,000)


Capitalized debt issuance costs	(397,000)

Proceeds from issuance of common shares	22,581,155

Distributions paid	(1,762,959)
Net cash provided by (used in) financing activities	34,261,181
Net change in cash and foreign currencies	(18,216,070)
Effect of foreign currency exchange rates	(26,798)
Cash and foreign currencies, beginning of period	29,590,413
Cash and foreign currencies, end of period	$	11,347,545
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	9,619

Distributions declared during the period	$	2,875,782
Supplemental disclosure of non-cash operating and financing activity:


Change in distributions payable	$	1,112,823

The following table provides a reconciliation of cash and foreign currencies within the Consolidated Statement of Financial Condition that sum to the total of the same such amounts in the Consolidated Statement of Cash Flows:


	As of March 31, 2022

Cash	$	11,223,176
Foreign currencies (cost of $125,210)	124,369


Total cash and foreign currencies shown in the Consolidated Statement of Cash Flows	$	11,347,545

See Note 2. Significant Accounting Policies and Recent Accounting Updates for a description of cash and foreign currencies.

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Investments
Non-controlled/non-affiliate company investments
Debt investments
Auto Components
Covercraft Parent III, Inc.	Senior loan	L + 4.50%	(b)	5.50%	08/2027	$	278,401	$	275,902	0.5	%	$	278,401
Covercraft Parent III, Inc.	Senior loan	L + 4.50%	(b)	5.51%	08/2027	56,327		55,013		0.1		56,327
Covercraft Parent III, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	08/2027	—		(834)		—		—
						334,728		330,081		0.6		334,728
Automobiles
CG Group Holdings, LLC	One stop	L + 5.25%	(b)	6.26%	07/2027	1,802,084		1,786,168		3.1		1,802,084
CG Group Holdings, LLC	One stop	L + 5.25%	(a)	6.25%	07/2026	336,000		332,389		0.6		336,000
Cobblestone Intermediate Holdco, LLC	One stop	L + 5.50%	(a)	6.25%	01/2026	549,514		544,483		0.9		549,514
Cobblestone Intermediate Holdco, LLC	One stop	L + 5.50%	(a)(b)	6.34%	01/2026	205,146		201,209		0.3		205,146
Denali Midco 2, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	1,730,962		1,714,442		2.9		1,730,962
Denali Midco 2, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	155,847		154,359		0.2		155,847
Denali Midco 2, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	124,677		123,487		0.2		124,677
Denali Midco 2, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	124,677		123,487		0.2		124,677
Denali Midco 2, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	102,859		101,877		0.2		102,859
Denali Midco 2, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	94,176		91,055		0.2		94,176
Denali Midco 2, LLC(5)	One stop	L + 5.50%		N/A(6)	12/2027	—		(17,461)		—		—
National Express Wash Parent JV, LLC	One stop	SF + 5.50%	(h)	6.25%	02/2028	572,200		566,632		1.0		566,478
National Express Wash Parent JV, LLC(5)	One stop	SF + 5.50%		N/A(6)	02/2028	—		(530)		—		(545)
National Express Wash Parent JV, LLC(5)	One stop	SF + 5.50%		N/A(6)	02/2028	—		(8,293)		—		(8,522)
POY Holdings, LLC	One stop	L + 5.50%	(b)	6.50%	11/2027	2,284,648		2,241,737		3.9		2,284,648
POY Holdings, LLC	One stop	L + 5.50%	(b)	6.50%	11/2027	53,750		49,717		0.1		53,750
POY Holdings, LLC(5)	One stop	L + 5.50%		N/A(6)	11/2027	—		(2,908)		—		—
						8,136,540		8,001,850		13.8		8,121,751
Building Products
BECO Holding Company, Inc.	One stop	L + 5.50%	(b)	6.51%	11/2028	3,773,443		3,737,922		6.4		3,773,443
BECO Holding Company, Inc.(5)	One stop	L + 5.50%		N/A(6)	11/2027	—		(4,658)		—		—
BECO Holding Company, Inc.(5)	One stop	L + 5.50%		N/A(6)	11/2028	—		(9,130)		—		—
						3,773,443		3,724,134		6.4		3,773,443
Chemicals
PHM NL SP Bidco B.V.(7)(8)(11)	One stop	E + 6.25%	(e)	6.25%	09/2028	2,106,519		2,072,282		3.4		2,013,103
PHM NL SP Bidco B.V.(7)(11)	One stop	L + 6.25%	(c)	6.75%	09/2028	790,419		777,575		1.3		790,419
PHM NL SP Bidco B.V.(7)(8)(11)	One stop	SN + 6.25%	(f)	6.94%	09/2028	456,007		454,293		0.8		453,433
PHM NL SP Bidco B.V.(7)(8)(11)	One stop	E + 6.25%	(e)	6.25%	09/2028	216,978		212,682		0.4		212,783


						3,569,923		3,516,832		5.9		3,469,738

See Notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Commercial Services and Supplies
CI (Quercus) Intermediate Holdings, LLC	One stop	L + 5.50%	(b)	6.51%	10/2028	$	887,416	$	875,262	1.5	%	$	887,416
CI (Quercus) Intermediate Holdings, LLC(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(2,799)		—		—
CI (Quercus) Intermediate Holdings, LLC(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(1,424)		—		—
EGD Security Systems, LLC	One stop	L + 5.75%	(b)	6.76%	12/2028	1,803,000		1,785,759		3.0		1,803,000
EGD Security Systems, LLC	One stop	L + 5.75%	(b)	6.50%	12/2028	511,280		506,391		0.9		511,280
EGD Security Systems, LLC	One stop	L + 5.75%	(b)	6.75%	12/2027	55,590		52,487		0.1		55,590
EGD Security Systems, LLC (5)	One stop	L + 5.75%		N/A(6)	12/2028	—		(5,587)		—		—
OVG Business Services, LLC	One stop	L + 6.25%	(b)	7.25%	11/2028	102,500		100,305		0.2		99,425
OVG Business Services, LLC(5)	One stop	L + 5.50%		N/A(6)	11/2026	—		(348)		—		(1,838)
Profile Products LLC	One stop	L + 5.50%	(b)	6.25%	11/2027	281,490		276,220		0.5		281,490
Profile Products LLC(7)	One stop	L + 5.50%	(b)	6.25%	11/2027	72,979		71,612		0.1		72,979
Profile Products LLC	One stop	P + 4.50%	(d)	8.00%	11/2027	5,586		4,726		—		5,586
Profile Products LLC(5)	One stop	L + 5.50%		N/A(6)	11/2027	—		(732)		—		—
Profile Products LLC(5)	One stop	L + 5.50%		N/A(6)	11/2027	—		(616)		—		—


						3,719,841		3,661,256		6.3		3,714,928




Containers and Packaging
Chase Intermediate	One stop	L + 5.50%	(b)(c)	6.25%	10/2028	1,588,348		1,576,598		2.7		1,588,348
Chase Intermediate(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(3,289)		—		—
Chase Intermediate(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(9,208)		—		—
Chase Intermediate	One stop	L + 5.50%		N/A(6)	10/2028	—		—		—		—
Fortis Solutions Group LLC	One stop	L + 5.50%	(b)	6.51%	10/2028	1,400,000		1,373,808		2.4		1,400,000
Fortis Solutions Group LLC(5)	One stop	L + 5.50%		N/A(6)	10/2027	—		(5,621)		—		—
Fortis Solutions Group LLC(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(5,358)		—		—
						2,988,348		2,926,930		5.1		2,988,348
Distributors
WSC Holdings Midco LLC	Senior loan	L + 4.50%	(a)	5.50%	07/2027	170,899		169,381		0.3		170,899
WSC Holdings Midco LLC	Senior loan	L + 4.50%	(b)	5.50%	07/2027	49,861		48,943		0.1		49,861
WSC Holdings Midco LLC(5)	Senior loan	L + 4.50%		N/A(6)	07/2027	—		(483)		—		—
						220,760		217,841		0.4		220,760
Diversified Consumer Services
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(a)(b)	5.50%	07/2027	146,000		143,932		0.2		146,000
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(b)	5.50%	07/2027	98,836		97,964		0.2		98,836
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(a)	5.50%	07/2027	96,301		94,994		0.2		96,301
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(a)(b)	5.50%	07/2027	63,112		62,375		0.1		63,112
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(b)	5.50%	07/2027	44,603		44,044		0.1		44,603
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(b)(d)	5.50%	07/2027	17,600		17,247		—		17,600
EMS LINQ, LLC	One stop	L + 6.25%	(b)	7.26%	12/2027	523,200		518,207		0.9		523,200
EMS LINQ, LLC(5)	One stop	L + 6.25%		N/A(6)	12/2027	—		(780)		—		—

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified Consumer Services - (continued)
FPG Intermediate Holdco, LLC	One stop	L + 6.00%	(a)	7.00%	03/2027	$	904,640	$	889,791	1.6	%	$	904,640
FPG Intermediate Holdco, LLC	One stop	L + 6.00%	(a)	7.00%	03/2027	417,636		395,561		0.7		417,636
FPG Intermediate Holdco, LLC	One stop	P + 5.00%	(a)(d)	8.39%	03/2027	22,193		21,387		—		22,193
FSS Buyer LLC	One stop	L + 5.75%	(b)	6.50%	08/2028	312,629		306,897		0.5		312,629
FSS Buyer LLC(5)	One stop	L + 5.75%		N/A(6)	08/2027	—		(722)		—		—
Mathnasium, LLC	One stop	L + 5.00%	(b)	5.75%	11/2027	524,546		519,629		0.9		524,546
Mathnasium, LLC	One stop	L + 5.00%	(b)	5.75%	11/2027	12,857		11,953		—		12,857
						3,184,153		3,122,479		5.4		3,184,153
Diversified Financial Services
Banker's Toolbox, Inc.	One stop	L + 5.25%	(c)	6.75%	07/2027	462,679		456,685		0.8		462,679
Banker's Toolbox, Inc.	One stop	L + 5.25%		N/A(6)	07/2027	—		—		—		—
Banker's Toolbox, Inc.	One stop	L + 5.25%		N/A(6)	07/2027	—		—		—		—
Flash Topco, Inc.	One stop	L + 5.75%	(a)	6.50%	10/2028	953,111		944,165		1.6		953,111
Flash Topco, Inc. (5)	One stop	L + 5.75%		N/A(6)	10/2028	—		(995)		—		—
						1,415,790		1,399,855		2.4		1,415,790
Food and Staples Retailing
Wineshipping.com LLC	One stop	L + 5.75%	(b)	6.75%	10/2027	384,804		381,226		0.7		384,804
Wineshipping.com LLC	One stop	L + 5.75%	(b)	6.75%	10/2027	23,333		22,558		—		23,333
Wineshipping.com LLC(5)	One stop	L + 5.75%		N/A(6)	10/2027	—		(512)		—		—
						408,137		403,272		0.7		408,137
Food Products
Louisiana Fish Fry Products, Ltd.	One stop	L + 5.75%	(b)	6.76%	07/2027	564,265		559,253		1.0		564,265
Louisiana Fish Fry Products, Ltd.	One stop	L + 5.75%	(a)(b)	6.76%	07/2027	50,750		49,462		0.1		50,750
Ultimate Baked Goods Midco LLC	One stop	L + 6.25%	(b)	7.26%	08/2027	379,836		376,438		0.6		372,239
Ultimate Baked Goods Midco LLC	One stop	L + 6.25%	(b)	7.25%	08/2027	42,229		39,620		—		40,878
Whitebridge Pet Brands, LLC	One stop	L + 5.00%	(a)	6.00%	07/2027	871,620		863,882		1.5		871,620
Whitebridge Pet Brands, LLC	One stop	L + 5.00%	(a)	6.00%	07/2027	40,000		38,668		0.1		40,000
Wizard Bidco Limited(7)(8)(9)	One stop	SN + 4.75%	(f)	5.44%	03/2029	398,575		392,613		0.6		392,354
Wizard Bidco Limited(5)(7)(8)(9)	One stop	SN + 4.75%		N/A(6)	03/2028	—		(936)		—		(780)
						2,347,275		2,319,000		3.9		2,331,326
Health Care Technology
Alegeus Technologies Holdings Corp.	Senior loan	L + 8.25%	(b)	9.25%	09/2024	20,797		20,720		—		20,719

Healthcare Providers and Services
AAH TOPCO, LLC	One stop	L + 5.50%	(a)	6.25%	12/2027	342,542		339,272		0.6		342,542
AAH TOPCO, LLC	Subordinated debt	N/A		11.50% PIK	12/2031	161,927		158,874		0.2		161,927
AAH TOPCO, LLC (5)	One stop	L + 5.50%		N/A(6)	12/2027	—		(390)		—		—
AAH TOPCO, LLC (5)	One stop	L + 5.50%		N/A(6)	12/2027	—		(10,021)		—		—

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Healthcare Providers and Services - (continued)
Datix Bidco Limited(7)(8)(9)	Senior loan	L + 4.50%	(f)	4.96%	04/2025	$	3,445,251	$	3,386,452	5.6	%	$	3,314,550
Datix Bidco Limited(7)(8)(9)	Second lien	L + 7.75%	(f)	8.21%	04/2026	1,222,575		1,200,932		2.0		1,176,194
ERC Topco Holdings, LLC	One stop	L + 5.50%	(a)	6.25%	11/2028	2,016,845		1,998,470		3.4		2,016,845
ERC Topco Holdings, LLC	One stop	L + 5.50%	(a)(d)	6.53%	11/2027	31,250		29,847		0.1		31,250
ERC Topco Holdings, LLC(5)	One stop	L + 5.50%		N/A(6)	11/2028	—		(6,457)		—		—
Heartland Veterinary Partners LLC	Senior loan	L + 4.75%	(a)(b)	5.75%	12/2026	61,366		58,566		0.1		61,366
Heartland Veterinary Partners LLC	Senior loan	L + 4.75%	(b)	5.75%	12/2026	47,818		47,373		0.1		47,818
Heartland Veterinary Partners LLC(5)	Senior loan	L + 4.75%		N/A(6)	12/2026	—		(134)		—		—
Suveto Buyer, LLC	One stop	L + 4.25%	(b)	5.26%	09/2027	1,042,075		1,028,297		1.8		1,042,075
Suveto Buyer, LLC	One stop	L + 4.25%	(b)	5.26%	09/2027	18,148		16,502		—		18,148
						8,389,797		8,247,583		13.9		8,212,715
Hotels, Restaurants and Leisure
Harri US LLC	One stop	L + 10.00%	(b)	7.00% cash/4.00% PIK	08/2026	45,260		38,992		0.1		45,682
Harri US LLC(5)	One stop	L + 6.00%		N/A(6)	08/2026	—		(87)		—		190
Harri US LLC(5)	One stop	L + 6.00%		N/A(6)	08/2026	—		(359)		—		783
						45,260		38,546		0.1		46,655
Industrial Conglomerates
Essential Services Holdings Corporation	One stop	L + 5.75%	(a)	6.75%	11/2026	98,388		85,626		0.2		98,388
Essential Services Holdings Corporation(5)	One stop	L + 5.75%		N/A(6)	11/2025	—		(596)		—		—
						98,388		85,030		0.2		98,388
Insurance
Alera Group, Inc.	One stop	L + 5.50%	(a)	6.25%	10/2028	1,444,504		1,431,092		2.4		1,444,504
Alera Group, Inc.	One stop	L + 5.50%	(a)	6.25%	10/2028	396,418		390,699		0.7		396,418
Alera Group, Inc.(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(2,229)		—		—
AMBA Buyer, Inc.	One stop	L + 5.75%	(b)	6.50%	07/2027	184,007		182,373		0.3		182,167
AMBA Buyer, Inc. (5)	One stop	L + 5.75%		N/A(6)	07/2027	—		(192)		—		(216)
AMBA Buyer, Inc. (5)	One stop	L + 5.75%		N/A(6)	07/2027	—		(243)		—		(548)
Keystone Agency Partners LLC	Senior loan	L + 5.50%	(b)	6.51%	05/2027	92,676		91,353		0.2		92,676
Keystone Agency Partners LLC(5)	Senior loan	L + 5.50%		N/A(6)	05/2027	—		(4,855)		—		—
Long Term Care Group, Inc.	One stop	L + 6.00%	(a)	6.75%	09/2027	169,926		166,846		0.3		166,528
Pareto Health Intermediate Holdings, Inc.	One stop	L + 5.75%	(b)(d)	6.76%	08/2025	418,000		414,508		0.7		418,000
Patriot Growth Insurance Services, LLC	One stop	L + 5.50%	(b)	6.25%	10/2028	470,524		466,126		0.8		470,524
Patriot Growth Insurance Services, LLC(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(617)		—		—
Patriot Growth Insurance Services, LLC(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(1,485)		—		—
						3,176,055		3,133,376		5.4		3,170,053

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
IT Services
CivicPlus, LLC	One stop	L + 6.00%	(b)	6.75%	08/2027	$	349,800	$	346,653	0.6	%	$	349,800
CivicPlus, LLC(5)	One stop	L + 6.00%		N/A(6)	08/2027	—		(432)		—		—
CivicPlus, LLC(5)	One stop	L + 6.00%		N/A(6)	08/2027	—		(1,474)		—		—
Cordeagle US Finco, Inc.	One stop	L + 6.75%	(b)	7.75%	07/2027	311,580		305,870		0.5		305,348
Cordeagle US Finco, Inc.(5)	One stop	L + 6.75%		N/A(6)	07/2027	—		(829)		—		(933)
						661,380		649,788		1.1		654,215
Life Sciences Tools & Services
Covaris Intermediate 3, LLC	One stop	L + 5.25%	(b)	6.00%	01/2028	236,200		233,913		0.4		236,200
Covaris Intermediate 3, LLC(5)	One stop	L + 5.25%		N/A(6)	01/2028	—		(343)		—		—
Covaris Intermediate 3, LLC(5)	One stop	L + 5.25%		N/A(6)	01/2028	—		(4,588)		—		—
PAS Parent Inc.	One stop	L + 5.50%	(b)	6.51%	12/2028	1,979,233		1,940,020		3.3		1,979,233
PAS Parent Inc.(5)	One stop	L + 5.50%		N/A(6)	12/2027	—		(5,854)		—		—
PAS Parent Inc.(5)	One stop	L + 5.50%	(b)	N/A(6)	12/2028	—		(9,339)		—		—
Reaction Biology Corporation	One stop	SF + 5.25%	(g)	6.00%	03/2029	329,300		326,029		0.6		326,007
Reaction Biology Corporation(5)	One stop	SF + 5.25%		N/A(6)	03/2029	—		(944)		—		(950)
Reaction Biology Corporation(5)	One stop	SF + 5.25%		N/A(6)	03/2029	—		(8,210)		—		(8,265)
Unchained Labs, LLC	Senior loan	L + 5.50%	(a)	6.50%	08/2027	48,682		47,813		0.1		48,682
Unchained Labs, LLC(5)	Senior loan	L + 5.50%		N/A(6)	08/2027	—		(518)		—		—
Unchained Labs, LLC(5)	Senior loan	L + 5.50%		N/A(6)	08/2027	—		(1,095)		—		—
						2,593,415		2,516,884		4.4		2,580,907
Paper and Forest Products
Messenger, LLC	One stop	L + 5.75%	(b)	6.76%	12/2027	480,795		476,193		0.9		480,795
Messenger, LLC	One stop	L + 5.75%	(b)	6.75%	12/2027	182,600		180,853		0.3		182,600
Messenger, LLC	One stop	P + 4.75%	(a)(d)	7.89%	12/2027	20,253		19,878		—		20,253
Messenger, LLC(5)	One stop	L + 5.75%		N/A(6)	12/2027	—		(874)		—		—
						683,648		676,050		1.2		683,648
Pharmaceuticals
Cobalt Buyer Sub, Inc.	One stop	L + 5.25%	(a)	6.00%	10/2028	605,084		593,843		1.0		605,084
Cobalt Buyer Sub, Inc.	One stop	L + 5.25%	(a)(b)	6.00%	10/2027	21,000		19,350		—		21,000
Cobalt Buyer Sub, Inc.(5)	One stop	L + 5.25%		N/A(6)	10/2028	—		(1,878)		—		—
Spark Bidco Limited(7)(8)(9)	Senior loan	SN + 4.75%	(f)	5.44%	08/2028	1,548,731		1,527,489		2.6		1,478,889
Spark Bidco Limited(5)(7)(8)(9)	Senior loan	SN + 4.75%		N/A(6)	02/2028	—		(1,931)		—		—
Spark Bidco Limited(5)(7)(8)(9)	Senior loan	SN + 4.75%		N/A(6)	08/2028	—		(4,023)		—		—
						2,174,815		2,132,850		3.6		2,104,973
Professional Services
IG Investments Holdings, LLC	One stop	L + 6.00%	(b)	7.01%	09/2028	407,256		400,023		0.7		407,256
IG Investments Holdings, LLC	One stop	P + 5.00%	(d)	8.50%	09/2027	8,526		7,748		—		8,526
NBG Acquisition Corp. and NBG-P Acquisition Corp.	One stop	L + 5.25%	(b)	6.00%	11/2028	3,237,255		3,214,381		5.5		3,237,255
NBG Acquisition Corp. and NBG-P Acquisition Corp.	One stop	L + 5.25%	(b)	6.00%	11/2028	33,333		32,156		0.1		33,333
NBG Acquisition Corp. and NBG-P Acquisition Corp.(5)	One stop	L + 5.25%		N/A(6)	11/2028	—		(7,038)		—		—
ProcessMAP Corporation	One stop	L + 6.25%	(b)	3.51% cash/3.75% PIK	12/2027	211,306		209,302		0.3		211,306
ProcessMAP Corporation(5)	One stop	L + 6.00%		N/A(6)	12/2027	—		(313)		—		(377)
Procure Acquireco, Inc.	One stop	L + 5.50%	(b)	6.25%	12/2028	966,732		957,450		1.6		966,732
Procure Acquireco, Inc.(5)	One stop	L + 5.50%		N/A(6)	12/2028	—		(568)		—		—
Procure Acquireco, Inc.(5)	One stop	L + 5.50%		N/A(6)	12/2028	—		(5,287)		—		—
						4,864,408		4,807,854		8.2		4,864,031

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Software
AgKnowledge Holdings Company, Inc.	Senior loan	L + 4.75%	(b)(c)	6.25%	07/2023	$	7,434	$	7,255	—	%	$	7,266
Auvik Networks Inc.(7)(10)	One stop	L + 5.75%	(b)	4.00% cash/2.75% PIK	07/2027	398,371		394,882		0.7		398,371
Auvik Networks Inc.(5)(7)(10)	One stop	L + 5.50%		N/A(6)	07/2027	—		(666)		—		—
Bayshore Intermediate #2, L.P.	One stop	L + 7.75%	(b)	8.50%	10/2028	3,408,102		3,338,438		5.8		3,408,102
Bayshore Intermediate #2, L.P.(5)	One stop	L + 6.75%		N/A(6)	10/2027	—		(3,438)		—		(7,403)
Cybergrants Holdings, LLC	One stop	L + 6.50%	(a)	7.25%	09/2027	3,366,600		3,320,649		5.6		3,332,934
Cybergrants Holdings, LLC	One stop	L + 6.50%	(a)(b)	7.39%	09/2027	140,000		137,281		0.2		138,000
Cybergrants Holdings, LLC(5)	One stop	L + 6.50%		N/A(6)	09/2027	—		(5,277)		—		(5,624)
Daxko Acquisition Corporation	One stop	L + 5.50%	(b)	6.25%	10/2028	1,569,566		1,554,901		2.6		1,569,566
Daxko Acquisition Corporation	One stop	L + 5.50%	(b)	6.25%	10/2028	34,974		33,159		0.1		34,974
Daxko Acquisition Corporation(5)	One stop	L + 5.50%		N/A(6)	10/2027	—		(1,656)		—		—
Dragon UK Bidco Limited(7)(8)(9)	One stop	SN + 6.00%	(f)	6.69%	02/2029	850,261		837,623		1.4		838,694
Dragon UK Bidco Limited(5)(7)(8)(9)	One stop	SN + 6.00%		N/A(6)	02/2029	—		—		—		(7,408)
Gainsight, Inc.	One stop	L + 6.75%	(b)	7.50%	07/2027	580,515		571,568		1.0		580,515
Gainsight, Inc.(5)	One stop	L + 6.75%		N/A(6)	07/2027	—		(1,769)		—		—
Ministry Brands Holdings LLC	One stop	L + 5.50%	(b)	6.51%	12/2028	1,205,100		1,193,483		2.0		1,205,100
Ministry Brands Holdings LLC(5)	One stop	L + 5.50%		N/A(6)	12/2027	—		(1,128)		—		—
Ministry Brands Holdings LLC(5)	One stop	L + 5.50%		N/A(6)	12/2028	—		(10,562)		—		—
Newscycle Solutions, Inc.	Senior loan	L + 7.00%	(b)	8.01%	12/2022	6,117		5,997		—		5,987
ProcessUnity Holdings, LLC	One stop	L + 6.00%	(b)	7.01%	09/2028	239,100		236,886		0.4		239,100
ProcessUnity Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	09/2028	—		(834)		—		—
ProcessUnity Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	09/2028	—		(443)		—		—
QAD, Inc.	One stop	L + 6.00%	(b)	7.01%	11/2027	3,935,714		3,898,998		6.6		3,935,714
QAD, Inc.(5)	One stop	L + 6.00%		N/A(6)	11/2027	—		(4,331)		—		—
Riskonnect Parent, LLC	One stop	L + 5.50%	(c)	6.30%	12/2028	2,743,690		2,717,487		4.7		2,743,690
Riskonnect Parent, LLC(5)	One stop	L + 5.50%		N/A(6)	12/2028	—		(2,337)		—		—
Riskonnect Parent, LLC(5)	One stop	L + 5.50%		N/A(6)	12/2028	—		(13,481)		—		—
Tahoe Bidco B.V.	One stop	L + 6.00%	(b)	6.75%	09/2028	683,100		676,756		1.2		683,100
Tahoe Bidco B.V. (5)	One stop	L + 6.00%		N/A(6)	10/2027	—		(688)		—		—
Vendavo, Inc.	One stop	L + 5.25%	(b)	6.00%	09/2027	1,116,589		1,107,724		1.9		1,116,589
Vendavo, Inc.(5)	One stop	L + 5.25%		N/A(6)	09/2027	—		(1,191)		—		—
WebPT, Inc.	Senior loan	L + 6.75%	(b)	7.75%	01/2028	34,800		34,280		0.1		34,278



						20,320,033		20,019,566		34.3		20,251,545
Specialty Retail
Ave Holdings III, Corp	One stop	SF + 5.50%	(h)	6.30%	02/2028	1,037,066		1,016,624		1.7		1,026,695
Ave Holdings III, Corp(5)	One stop	SF + 5.50%		N/A(6)	02/2028	—		(1,834)		—		(930)
Ave Holdings III, Corp(5)	One stop	L + 5.50%		N/A(6)	02/2028	—		(19,143)		—		(19,454)
						1,037,066		995,647		1.7		1,006,311
Textiles, Apparel and Luxury Goods
QF Holdings, Inc.	Senior loan	L + 6.25%	(c)	7.54%	12/2027	34,800		34,281		0.1		34,278

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Water Utilities
Vessco Midco Holdings, LLC	Senior loan	L + 4.50%	(b)	5.50%	11/2026	$	19,100	$	17,174	—	%	$	16,123
Vessco Midco Holdings, LLC	Senior loan	L + 4.50%	(c)(d)	6.00%	11/2026	11,825		11,721		—		11,589
Vessco Midco Holdings, LLC	Senior loan	P + 3.50%	(d)	7.00%	10/2026	1,938		1,809		—		1,647
						32,863		30,704		—		29,359

Total debt investments						$	74,231,663	$	73,012,409	125.1	%	$	73,720,899

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)	Amortized Cost		Percentage of Net Assets		Fair Value (4)
Equity investments(13)(14)
Automobiles
CG Group Holdings, LLC	LP units	N/A	N/A	N/A	—	$	51,000	0.1	%	$	51,593
POY Holdings, LLC	LLC units	N/A	N/A	N/A	41	40,600		0.1		45,230
						91,600		0.2		96,823
Building Products
BECO Holding Company, Inc.	Preferred stock	N/A	N/A	N/A	15	1,455,000		2.7		1,572,774
BECO Holding Company, Inc.	LP Interest	N/A	N/A	N/A	1	103,000		0.1		103,000
						1,558,000		2.8		1,675,774
Commercial Services and Supplies
CI (Quercus) Intermediate Holdings, LLC	LP Interest	N/A	N/A	N/A	36	36,042		0.1		37,604
EGD Security Systems, LLC	Common Stock	N/A	N/A	N/A	376	376,100		0.6		376,100
Radwell Parent, LLC	LP units	N/A	N/A	N/A	1	71,742		0.1		71,742
						483,884		0.8		485,446
Diversified Consumer Services
EMS LINQ, LLC	LP Interest	N/A	N/A	N/A	33	32,700		0.1		29,890

Food Products
Louisiana Fish Fry Products, Ltd.	Common Stock	N/A	N/A	N/A	—	34,302		0.1		33,018

Healthcare Providers and Services
Suveto Buyer, LLC	Common Stock	N/A	N/A	N/A	—	35,406		0.1		36,255

Hotels, Restaurants and Leisure
Harri US LLC	LLC units	N/A	N/A	N/A	5	43,375		0.1		43,375
Harri US LLC	Preferred stock	N/A	N/A	N/A	5	30,026		—		33,445
Harri US LLC	Warrant	N/A	N/A	N/A	1	6,968		—		8,433
						80,369		0.1		85,253
IT Services
Kentik Technologies, Inc.	Preferred stock	N/A	N/A	N/A	11	63,399		0.1		69,187

Life Sciences Tools & Services
PAS Parent Inc.	LP Interest	N/A	N/A	N/A	1	82,433		0.1		79,901
Reaction Biology Corporation	LLC units	N/A	N/A	N/A	—	38,496		0.1		38,496
						120,929		0.2		118,397

Paper and Forest Products
Messenger, LLC	LLC units	N/A	N/A	N/A	—	27,396		—		26,715
Messenger, LLC	LLC units	N/A	N/A	N/A	—	—		—		—
						27,396		—		26,715

Pharmaceuticals
Cobalt Buyer Sub, Inc.	Preferred stock	N/A	N/A	N/A	—	478,183		0.9		519,826
Cobalt Buyer Sub, Inc.	Preferred stock	N/A	N/A	N/A	—	10,472		—		9,662
Cobalt Buyer Sub, Inc.	Common Stock	N/A	N/A	N/A	—	106		—		—
						488,761		0.9		529,488
Professional Services
Enboarder, Inc.(7)(12)	Preferred stock	N/A	N/A	N/A	3	32,090		—		32,090
Procure Acquireco, Inc.	LP Interest	N/A	N/A	N/A	—	42,290		0.1		42,290
						74,380		0.1		74,380

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022


	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Software
Auvik Networks Inc.(7)(10)	Preferred stock	N/A	N/A	N/A	2		$	16,590	—	%	$	19,201
Bayshore Intermediate #2, L.P.	Common Stock	N/A	N/A	N/A	243		242,867		0.4		242,867
Ministry Brands Holdings LLC	LP Interest	N/A	N/A	N/A	46		46,355		0.1		46,355
QAD, Inc.	Preferred stock	N/A	N/A	N/A	—		54,909		0.1		54,909
QAD, Inc.	Common Stock	N/A	N/A	N/A	4		—		—		—
Riskonnect Parent, LLC	LP Interest	N/A	N/A	N/A	47		46,784		0.1		43,346
							407,505		0.7		406,678
Specialty Retail
Ave Holdings III, Corp	Preferred stock	N/A	N/A	N/A	1		956,845		1.7		997,530
Ave Holdings III, Corp	LP units	N/A	N/A	N/A	—		105,066		0.1		105,070
							1,061,911		1.8		1,102,600

Total equity investments							$	4,560,542	8.0	%	$	4,769,904

Total investments					$	74,231,663	$	77,572,951	133.1	%	$	78,490,803

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments (unaudited) - (continued)

March 31, 2022

(1) The majority of the investments bear interest at a rate that is permitted to be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’) denominated in U.S. dollars or U.K. pound sterling (‘‘GBP’’), Euro Interbank Offered Rate (‘‘EURIBOR’’ or ‘‘E’’), Prime (‘‘P’’), Sterling Overnight Index Average (‘‘SONIA’’ or ‘‘SN’’) or Secured Overnight Financing Rate (‘‘SOFR’’ or ‘‘SF’’) which reset daily, monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over the applicable index and the weighted average current interest rate in effect as of March 31, 2022. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. For positions with multiple outstanding contracts, the spread for the largest outstanding contract is shown. Listed below are the index rates as of March 31, 2022, which was the last business day of the period on which the applicable index was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of March 31, 2022, as the loan may have priced or repriced based on an index rate prior to March 31, 2022.

(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 0.45% as of March 31, 2022.

(b) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 0.96% as of March 31, 2022.

(d) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.50% as of March 31, 2022.

(e) Denotes that all or a portion of the loan was indexed to the 180-day EURIBOR, which was -0.37% as of March 31, 2022.

(f) Denotes that all or a portion of the loan was indexed to SONIA, which was 0.69% as of March 31, 2022.

(g) Denotes that all or a portion of the loan was indexed to the 30-day Term SOFR Rate which was 0.30% as of March 31, 2022.

(h) Denotes that all or a portion of the loan was indexed to the 90-day Term SOFR Rate which was 0.68% as of March 31, 2022.

(2)For positions with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of March 31, 2022.

(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.

(4)The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.

(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

(6)The entire commitment was unfunded as of March 31, 2022. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

(7)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, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2022, total non-qualifying assets at fair value represented 12.4% of the Company’s total assets calculated in accordance with the 1940 Act.

(8)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Translation.

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

(10)The headquarters of this portfolio company is located in Canada.

(11)The headquarters of this portfolio company is located in Netherlands.

(12)The headquarters of this portfolio company is located in Australia.

(13)Equity investments are non-income producing securities.

(14)Ownership of certain equity investments occurs through a holding company or partnership.

See Notes to Consolidated Financial Statements

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments

September 30, 2021


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Investments
Non-controlled/non-affiliate company investments
Debt investments
Auto Components
Covercraft Parent III, Inc.	Senior loan	L + 4.50%	(b)	5.50%	08/2027	$	279,099	$	276,362	0.8	%	$	276,308
Covercraft Parent III, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	08/2027	—		(911)		—		(929)
Covercraft Parent III, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	08/2027	—		(995)		—		(1,015)
						279,099		274,456		0.8		274,364
Automobiles
CG Group Holdings, LLC	One stop	L + 5.25%	(b)	6.25%	07/2027	1,806,600		1,789,144		4.9		1,788,534
CG Group Holdings, LLC	One stop	L + 5.25%	(a)(b)	6.25%	07/2026	168,000		163,970		0.5		163,800
						1,974,600		1,953,114		5.4		1,952,334
Chemicals
PHM NL SP Bidco B.V.(7)(8)(11)	One stop	E + 6.25%	(e)	6.25%	10/2028	2,106,520		2,077,566		5.7		2,077,555
PHM NL SP Bidco B.V.(7)(11)	One stop	L + 6.25%	(c)	6.75%	10/2028	790,419		779,555		2.1		779,551
PHM NL SP Bidco B.V.(5)(7)(8)(11)	One stop	E + 6.25%		N/A(6)	10/2028	—		(10,197)		—		(10,201)
						2,896,939		2,846,924		7.8		2,846,905
Distributors
WSC Holdings Midco LLC	Senior loan	L + 4.50%	(b)	5.50%	07/2027	171,757		170,089		0.5		170,040
WSC Holdings Midco LLC(5)	Senior loan	L + 4.50%		N/A(6)	07/2027	—		(528)		—		(544)
WSC Holdings Midco LLC(5)	Senior loan	L + 4.50%		N/A(6)	07/2027	—		(1,003)		—		(1,033)
						171,757		168,558		0.5		168,463
Diversified Consumer Services
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(b)	5.50%	07/2027	98,836		97,882		0.3		97,848
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(b)	5.50%	07/2027	96,301		94,871		0.3		94,856
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%	(b)	5.50%	07/2027	34,212		33,568		0.1		33,262
COP Hometown Acquisitions, Inc.(5)	Senior loan	L + 4.50%		N/A(6)	07/2027	—		(386)		—		(400)
COP Hometown Acquisitions, Inc.	Senior loan	L + 4.50%		N/A(6)	07/2027	—		—		—		—
FSS Buyer LLC	One stop	L + 5.75%	(b)	6.50%	08/2028	314,200		307,992		0.8		307,916
FSS Buyer LLC	One stop	L + 5.75%	(b)	6.50%	08/2027	17,143		16,354		—		16,343
						560,692		550,281		1.5		549,825

See Notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments - (continued)

September 30, 2021


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Diversified Financial Services
Banker's Toolbox, Inc.	One stop	L + 5.50%	(b)	6.25%	07/2027	$	465,004	$	458,449	1.3	%	$	465,004
Banker's Toolbox, Inc.	One stop	L + 5.50%		N/A(6)	07/2027	—		—		—		—
Banker's Toolbox, Inc.	One stop	L + 5.50%		N/A(6)	07/2027	—		—		—		—
						465,004		458,449		1.3		465,004
Food Products
Louisiana Fish Fry Products, Ltd.	One stop	L + 5.75%	(b)	6.75%	07/2027	567,100		561,592		1.5		561,429
Louisiana Fish Fry Products, Ltd.	One stop	L + 5.75%	(b)	6.75%	07/2027	36,250		34,842		0.1		34,800
Ultimate Baked Goods Midco LLC	One stop	L + 6.25%	(a)	7.25%	08/2027	380,788		377,065		1.0		376,980
Ultimate Baked Goods Midco LLC	One stop	L + 6.25%	(b)	7.25%	08/2027	10,980		8,128		—		10,304
Whitebridge Pet Brands, LLC	One stop	L + 5.00%	(a)	6.00%	07/2027	876,000		867,496		2.4		867,240
Whitebridge Pet Brands, LLC	One stop	L + 5.00%	(a)	6.00%	07/2027	10,000		8,544		—		8,500
						1,881,118		1,857,667		5.0		1,859,253
Healthcare Providers and Services
Datix Bidco Limited(7)(8)(9)	Senior loan	L + 4.50%	(f)	4.55%	04/2025	3,445,251		3,376,922		9.2		3,331,055
Datix Bidco Limited(7)(8)(9)	Second lien	L + 7.75%	(f)	7.80%	04/2026	1,222,575		1,198,283		3.3		1,182,051
Suveto Buyer, LLC	One stop	L + 4.25%	(b)	5.00%	09/2027	245,606		230,542		0.6		230,389
Suveto Buyer, LLC(5)	One stop	L + 4.25%		N/A(6)	09/2027	—		(1,797)		—		(1,815)
						4,913,432		4,803,950		13.1		4,741,680
Hotels, Restaurants and Leisure
Harri US LLC	One stop	L + 10.00%	(b)	7.00% cash/4.00% PIK	08/2026	44,349		37,364		0.1		40,685
Harri US LLC(5)	One stop	L + 6.00%		N/A(6)	08/2026	—		(97)		—		81
Harri US LLC(5)	One stop	L + 6.00%		N/A(6)	08/2026	—		(400)		—		(2,443)
						44,349		36,867		0.1		38,323
Insurance
Alera Group, Inc.	One stop	L + 5.50%	(a)	6.25%	10/2028	1,451,763		1,437,251		4.0		1,437,246
Alera Group, Inc.(5)	One stop	L + 5.50%		N/A(6)	10/2028	—		(2,061)		—		(4,124)
AMBA Buyer, Inc.	One stop	L + 5.75%	(b)	6.50%	07/2027	184,931		183,135		0.5		183,082
AMBA Buyer, Inc. (5)	One stop	L + 5.75%		N/A(6)	07/2027	—		(210)		—		(216)
AMBA Buyer, Inc. (5)	One stop	L + 5.75%		N/A(6)	07/2027	—		(266)		—		(274)
Long Term Care Group, Inc.	One stop	L + 6.00%	(b)	6.75%	09/2027	170,780		167,400		0.5		167,364
Pareto Health Intermediate Holdings, Inc.	One stop	L + 5.75%	(c)	6.75%	08/2025	419,050		415,037		1.1		414,859
						2,226,524		2,200,286		6.1		2,197,937
IT Services
CivicPlus, LLC	One stop	L + 6.25%	(b)	7.00%	08/2027	349,800		346,363		1.0		346,302
CivicPlus, LLC(5)	One stop	L + 6.25%		N/A(6)	08/2027	—		(472)		—		(480)
CivicPlus, LLC(5)	One stop	L + 6.25%		N/A(6)	08/2027	—		(1,611)		—		(1,639)
Cordeagle US Finco, Inc.	One stop	L + 6.75%	(b)	7.75%	07/2027	192,180		188,447		0.5		188,336
Cordeagle US Finco, Inc.(5)	One stop	L + 6.75%		N/A(6)	07/2027	—		(906)		—		(933)
						541,980		531,821		1.5		531,586

See Notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments - (continued)

September 30, 2021


	Investment Type	Spread Above Index(1)		Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Life Sciences Tools & Services
Unchained Labs, LLC	Senior loan	L + 5.50%	(a)	6.50%	08/2027	$	48,928	$	47,973	0.1	%	$	47,949
Unchained Labs, LLC(5)	Senior loan	L + 5.50%		N/A(6)	08/2027	—		(567)		—		(581)
Unchained Labs, LLC(5)	Senior loan	L + 5.50%		N/A(6)	08/2027	—		(1,197)		—		(1,226)
						48,928		46,209		0.1		46,142
Pharmaceuticals
Spark Bidco Limited(7)(8)(9)	Senior loan	SN + 4.75%	(g)	4.80%	08/2028	1,548,731		1,525,836		4.1		1,497,627
Spark Bidco Limited(7)(8)(9)	Senior loan	SN + 4.75%		N/A(6)	02/2028	—		—		—		—
Spark Bidco Limited(5)(7)(8)(9)	Senior loan	SN + 4.75%		N/A(6)	08/2028	—		(4,336)		—		(4,308)
						1,548,731		1,521,500		4.1		1,493,319
Professional Services
IG Investments Holdings, LLC	One stop	L + 6.00%	(b)	6.75%	09/2028	373,914		366,462		1.0		366,436
IG Investments Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	09/2027	—		(849)		—		(853)
						373,914		365,613		1.0		365,583
Software
Auvik Networks Inc.(7)(10)	One stop	L + 5.75%	(b)	4.00% cash/2.75% PIK	07/2027	392,800		388,985		1.1		388,872
Auvik Networks Inc.(5)(7)(10)	One stop	L + 5.50%		N/A(6)	07/2027	—		(728)		—		(750)
Cybergrants Holdings, LLC	One stop	L + 6.50%	(b)	7.25%	09/2027	3,156,700		3,109,846		8.6		3,125,133
Cybergrants Holdings, LLC(5)	One stop	L + 6.50%		N/A(6)	09/2027	—		(2,969)		—		(2,000)
Cybergrants Holdings, LLC(5)	One stop	L + 5.75%		N/A(6)	09/2027	—		(2,400)		—		(2,426)
Gainsight, Inc.	One stop	L + 6.25%	(b)	7.00%	07/2027	411,800		404,801		1.1		404,593
Gainsight, Inc.(5)	One stop	L + 6.25%		N/A(6)	07/2027	—		(1,934)		—		(1,992)
ProcessUnity Holdings, LLC	One stop	L + 6.00%	(c)	6.75%	09/2028	239,100		236,716		0.7		236,709
ProcessUnity Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	09/2028	—		(898)		—		(900)
ProcessUnity Holdings, LLC(5)	One stop	L + 6.00%		N/A(6)	09/2028	—		(477)		—		(478)
Vendavo, Inc.	One stop	L + 5.75%	(b)	6.50%	09/2027	1,122,200		1,112,475		3.1		1,112,381
Vendavo, Inc.(5)	One stop	L + 5.75%		N/A(6)	09/2027	—		(1,300)		—		(1,313)
						5,322,600		5,242,117		14.6		5,257,829
Water Utilities
Vessco Midco Holdings, LLC	Senior loan	L + 4.50%	(b)	5.50%	11/2026	19,196		17,730		—		17,707
Vessco Midco Holdings, LLC	Senior loan	L + 4.50%	(b)	5.50%	11/2026	11,885		11,768		—		11,766
Vessco Midco Holdings, LLC(5)	Senior loan	L + 4.50%		N/A(6)	10/2026	—		(143)		—		(145)
						31,081		29,355		—		29,328

Total debt investments						$	23,280,748	$	22,887,167	62.9	%	$	22,817,875

See Notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments - (continued)

September 30, 2021


	Investment Type	Spread Above Index(1)	Interest Rate(2)	Maturity Date	Principal ($) / Shares(3)		Amortized Cost		Percentage of Net Assets		Fair Value (4)
Equity investments(12)(13)
Automobiles
CG Group Holdings, LLC	LP units	N/A	N/A	N/A	51		$	51,000	0.2	%	$	51,000
Food Products
Louisiana Fish Fry Products, Ltd.	Common stock	N/A	N/A	N/A	34		34,302		0.1		34,300
Hotels, Restaurants and Leisure
Harri US LLC	Warrant	N/A	N/A	N/A	1,181		6,968		—		6,968
IT Services
Kentik Technologies, Inc.	Preferred stock	N/A	N/A	N/A	11,035		63,399		0.2		63,399
Software
Auvik Networks Inc.(7)(10)	Preferred stock	N/A	N/A	N/A	1,657		16,590		—		16,590

Total equity investments							$	172,259	0.5	%	$	172,257

Total investments					$	23,280,748	$	23,059,426	63.4	%	$	22,990,132

See Notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Consolidated Schedule of Investments - (continued)

September 30, 2021

(1)The majority of the investments bear interest at a rate that is permitted to be determined by reference to LIBOR denominated in U.S. dollars or GBP, EURIBOR, Prime, or SONIA which reset daily, monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over the applicable index and the weighted average current interest rate in effect as of September 30, 2021. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. For positions with multiple outstanding contracts, the spread for the largest outstanding contract is shown. Listed below are the index rates as of September 30, 2021, which was the last business day of the period on which the applicable index was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of September 30, 2021, as the loan may have priced or repriced based on an index rate prior to September 30, 2021.

(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 0.08% as of September 30, 2021.

(b) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 0.13% as of September 30, 2021.

(c) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 0.16% as of September 30, 2021.

(d) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.25% as of September 30, 2021.

(e) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.56% as of September 30, 2021.

(f) Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.08% as of September 30, 2021.

(g) Denotes that all or a portion of the loan was indexed to SONIA, which was 0.05% as of September 30, 2021.

(2)For positions with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2021.

(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.

(4)The fair value of the investment was valued using significant unobservable inputs. See Note 6. Fair Value Measurements.

(6)The entire commitment was unfunded as of September 30, 2021. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.

(7)The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2021, total non-qualifying assets at fair value represented 17.6% of the Company’s total assets calculated in accordance with the 1940 Act.

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

(10)The headquarters of this portfolio company is located in Canada.

(11)The headquarters of this portfolio company is located in Netherlands.

(12)Equity investments are non-income producing securities.

(13)Ownership of certain equity investments occurs through a holding company or partnership.

See Notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 1. Organization

Golub Capital Direct Lending Corporation (“GDLC” and, collectively with its subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company that elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), on June 30, 2021. On July 1, 2021, the date of commencement of operations, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) to sell shares of GDLC's common stock in private placements. In addition, for U.S. federal income tax purposes, GDLC intends to elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) beginning with the fiscal year ending September 30, 2021.

The Company’s investment strategy is to invest 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 that are, in most cases, sponsored by private equity firms. The Company also selectively invests in second lien and subordinated (a loan that ranks senior only to a borrower’s equity securities and ranks junior to all of such borrower’s other indebtedness in priority of payment) loans of, and warrants and minority equity securities in, primarily U.S. middle-market companies. The Company has entered into an investment advisory agreement (the “Investment Advisory Agreement”) with GC Advisors LLC (the “Investment Adviser”), under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator (the “Administrator”), which is currently Golub Capital LLC.

Note 2. Significant Accounting Policies and Recent Accounting Updates

Basis of presentation: The Company is an investment company as defined in the accounting and reporting guidance under Accounting Standards Codification (“ASC”) Topic 946 - Financial Services - Investment Companies (“ASC Topic 946”).

The accompanying unaudited interim consolidated financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. All intercompany balances and transactions have been eliminated. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Company’s Form 10-K for the period ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”).

Fair value of financial instruments: The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820 - Fair Value Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.

The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.

Any changes to the valuation methodology are reviewed by management and the Company’s board of directors (the “Board”) to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, the Company will continue to refine its valuation methodologies. See further description of fair value methodology in Note 6. Fair Value Measurements.

Use of estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Consolidation: As provided under ASC Topic 946 and Regulation S-X, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries, GDLC Holdings LLC and GDLC Funding LLC (“GDLC Funding”), in its consolidated financial statements.

Cash and foreign currencies: The Company deposits its cash in financial institutions and, at times, such balances exceed the Federal Deposit Insurance Corporation insurance limits.

Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1)cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities—at the spot exchange rate on the last business day of the period; and

(2)purchases and sales of investments, income and expenses—at the exchange rates prevailing on the respective dates of such transactions.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Foreign security and currency transactions involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

Revenue recognition:

Investments and related investment income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments.

Loan origination fees, original issue discount and market discount or premium are capitalized, and the Company accretes or amortizes such amounts over the life of the loan as interest income. For the three and six months ended March 31, 2022, interest income included $83,209 and $121,092, respectively, of accretion of discounts. For the three and six months ended March 31, 2022, the Company received loan origination fees of $135,564 and $947,374, respectively.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

For investments with contractual payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, the Company will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. For the three and six months ended March 31, 2022, the Company capitalized PIK interest of $94,044 and $105,035, respectively, into the principal balance of certain debt investments.

In addition, the Company generates revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans. The Company records these fees as fee income when earned. All other income is recorded into income when earned. For the three and six months ended March 31, 2022, fee income included no prepayment premiums.

For the three and six months ended March 31, 2022, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $1,266,568 and $1,711,832, respectively.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the amortized cost basis of the investment.

Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments and foreign currency translation in the Consolidated Statements of Operations.

Non-accrual loans: A loan can be left on accrual status during the period the Company is pursuing repayment of the loan. Management reviews all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans are recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid, and, in management’s judgment, payments are likely to remain current. As of March 31, 2022 and September 30, 2021, the Company had no portfolio company investments on non-accrual status.

Income taxes: The Company intends to elect to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify and be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax purposes to its stockholders of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes with respect to all income distributed to its stockholders.

Depending on the level of taxable income earned in a tax year, the Company can determine to retain taxable income in excess of current year dividend distributions and distribute such taxable income in the next tax year. The Company may then be required to incur a 4% excise tax on such income. To the extent that the Company determines

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the three and six months ended March 31, 2022, $7,734 and $7,734, respectively, was incurred for U.S. federal excise tax.

The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through March 31, 2022.

Distributions: Distributions to common stockholders are recorded on the record date. Subject to the discretion of and as determined by the Board, the Company intends to authorize and declare ordinary cash distributions based on a formula approved by the Board on a quarterly basis. The amount to be paid out as a dividend or distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company can retain such capital gains for investment in its discretion.

The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who have not “opted out” of the DRIP will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. Shares issued under the DRIP will be issued at a price per share equal to the most recent net asset value (“NAV”) per share as determined by the Board (subject to adjustment to the extent required by Section 23 of the 1940 Act).

Deferred debt issuance costs: Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of March 31, 2022, the Company had deferred debt issuance costs of $393,205. These amounts are amortized and included in interest expense in the Consolidated Statements of Operations over the estimated average life of the borrowings. Amortization expense for deferred debt issuance costs for the three and six months ended March 31, 2022 was $3,795 and $3,795, respectively.

Deferred offering costs: Deferred offering costs consist of fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of equity offerings. Deferred offering costs are amortized on a straight-line basis over three years.

Note 3. Stockholders’ Equity

GDLC is authorized to issue 1,000,000 shares of preferred stock at a par value of $0.001 per share and 200,000,000 shares of common stock at a par value of $0.001 per share. Since the commencement of operations on July 1, 2021, GDLC has entered into Subscription Agreements with several investors, including with affiliates of the Investment Adviser, providing for the private placement of GDLC’s common stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase GDLC’s common stock at a price per share equal to the most recent NAV per share as determined by the Board (subject to adjustment to the extent required by Section 23 of the 1940 Act) up to the amount of their respective capital subscriptions on an as-needed basis as determined by GDLC with a minimum of 10 calendar days prior notice.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

As of March 31, 2022 and September 30, 2021, the Company had the following subscriptions, pursuant to the Subscription Agreements, and contributions from its stockholders:


	As of March 31, 2022				As of September 30, 2021
	Subscriptions		Contributions		Subscriptions		Contributions
GDLC Stockholders	$	208,010,500	$	58,952,285	$	202,010,500	$	36,371,130

As of March 31, 2022 and September 30, 2021, the ratio of total contributed capital to total capital subscriptions was 28.3% and 18.0%, respectively, and the Company had uncalled capital commitments of $149,058,215 and $165,639,370, respectively.

The following table summarizes the shares of GDLC common stock issued for the six months ended March 31, 2022:


	Date	Shares Issued	NAV ($) per share	Proceeds


























Shares issued for the six months ended March 31, 2022
Issuance of shares	10/28/21	673,368.333	15.00	$	10,100,525
Issuance of shares	01/28/22	416,021.000	15.00	6,240,315
Issuance of shares	03/24/22	416,021.000	15.00	6,240,315




Shares issued for capital drawdowns		1,505,410.333		$	22,581,155

Note 4. Related Party Transactions

Investment Advisory Agreement: Under the Investment Advisory Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. The Investment Adviser is a registered investment adviser with the SEC. The Investment Adviser receives fees for providing services, consisting of two components, a base management fee and an Incentive Fee (as defined below).

The base management fee is calculated at an annual rate equal to 1.00% of the fair value of the average adjusted gross assets of the Company at the end of the two most recently completed calendar quarters (including assets purchased with borrowed funds, securitization-related assets, 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 for such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser voluntarily excludes any assets funded with secured borrowing proceeds from the base management fee calculation. The base management fee is adjusted, based on the actual number of days elapsed relative to the total number of days in such calendar quarter, for any share issuances or repurchases during such calendar quarter. For purposes of the Investment Advisory Agreement, cash equivalents mean U.S. government securities and commercial paper instruments maturing within 270 days of purchase (which is different than the GAAP definition, which defines cash equivalents as U.S. government securities and commercial paper instruments maturing within 90 days of purchase). To the extent that the Investment Adviser or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of GDLC, the base management fee will be reduced by an amount equal to the product of (1) the total fees paid to the Investment Adviser by such subsidiary for such services and (2) the percentage of such subsidiary’s total equity, including membership interests and any class of notes not exclusively held by one or more third parties, that is owned, directly or indirectly, by the Company. The Investment Adviser has agreed to certain waivers with respect to the base management fee for the periods following July 1, 2021, the initial closing date for the private placement of shares of the Company's common stock (the “Initial Closing”), and will irrevocably waive 100% of the base management fee payable pursuant to the Investment Advisory Agreement for the period from July 1, 2021 to June 30, 2022; 66.7% of the base management fee payable pursuant to the Investment Advisory Agreement for the period from July 1, 2022 to June 30, 2023; and 33.3% of the base management fee payable pursuant to the Investment Advisory Agreement for the period from July 1, 2023 to June 30, 2024.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

For the three and six months ended March 31, 2022, the base management fees incurred by the Company were $189,642 and $309,595, respectively, and the base management fees irrevocably waived by the Investment Adviser were $189,642 and $309,595, respectively.

The Incentive Fee consists of three parts: the income component (the “Income Incentive Fee”), the capital gains component (the “Capital Gain Incentive Fee”) and the subordinated liquidation incentive component (the “Subordinated Liquidation Incentive Fee” and, together with the Income Incentive Fee and the Capital Gain Incentive Fee, the “Incentive Fee”).

The Income Incentive Fee is calculated quarterly in arrears based on Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement, any expenses of securitizations and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash.

Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the Income Incentive Fee, it is possible that an Incentive Fee is calculated under this formula with respect to a period in which the Company has incurred a loss. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the hurdle rate (as defined below) for a calendar quarter, the Income Incentive Fee will result in a positive value, and an Income Incentive Fee will be paid even if the Company has incurred a loss in such period due to realized and/or unrealized capital losses unless the payment of such Income Incentive Fee would cause the Company to pay Income Incentive Fees and Capital Gain Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap described below.

Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed ‘‘hurdle rate’’ of 1.5% quarterly. If market interest rates rise, it is possible that the Company will be able to invest funds in debt instruments that provide for a higher return, which would increase the Company’s Pre-Incentive Fee Net Investment Income and make it easier for the Investment Adviser to surpass the fixed hurdle rate and receive an Income Incentive Fee. Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of the Company’s total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds, securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the base management fee.

The Company calculates the Income Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income quarterly, in arrears, as follows:

•zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;

•100% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than the percentage at which amounts payable to the Investment Adviser pursuant to the Income Incentive Fee equal 10.0% of the Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate as if a hurdle rate did not apply. This portion of Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate is referred to as the ‘‘catch-up’’ provision; and

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

•10.0% of the amount of Pre-Incentive Fee Net Investment Income, if any, that exceeds the catch-up provision in any calendar quarter.

The sum of these calculations yields the Income Incentive Fee. This amount is appropriately adjusted for any share issuances or repurchases during the quarter.

For the three and six months ended March 31, 2022, the Income Incentive Fee incurred was $107,587 and $194,623, respectively. For the three and six months ended March 31, 2022, the Income Incentive Fee irrevocably waived by the Investment Adviser was $7,423 and $94,459, respectively. After taking into account the waivers by the Investment Adviser, the Income Incentive Fee incurred was $100,164 and $100,164 for the three and six months ended March 31, 2022, respectively.

The second part of the Incentive Fee, the Capital Gain Incentive Fee, equals (a) 10.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year (or, upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the calendar year ended December 31, 2021, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. The Company’s ‘‘Capital Gain Incentive Fee Base’’ equals (1) the sum of (A) realized capital gains, if any, on a cumulative positive basis, (B) all realized capital losses on a cumulative basis and (C) all unrealized capital depreciation on a cumulative basis, less (2) unamortized deferred debt issuance costs as of the date of calculation, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis from the date of the Company's election to be regulated as a business development company.

•The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.

•The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.

•The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.

The Capital Gain Incentive Fee is calculated on a cumulative basis from July 1, 2021 through the end of each calendar year or termination of the Investment Advisory Agreement. In accordance with GAAP, the Company is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis, as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 10.0% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period results in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future.

For the three months ended March 31, 2022, the Company recorded a reversal of the accrual of capital gain incentive fee under GAAP of $301. For the six months ended March 31, 2022, the accrual for the capital gain incentive fee under GAAP was $41,596.

There was no Capital Gain Incentive Fee as calculated under the Investment Advisory Agreement (as described above) payable as of both March 31, 2022 and September 30, 2021.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

As of March 31, 2022, there was $41,596 accrued of capital gain incentive fee under GAAP included in management and incentive fees payable on the Consolidated Statement of Financial Condition. As of September 30, 2021, there was no accrual for the capital gain incentive fee under GAAP included in management and incentive fees payable on the Consolidated Statement of Financial Condition.

The third part of the Incentive Fee, the Subordinated Liquidation Incentive Fee, equals 10.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as calculated immediately prior to liquidation. For purposes of this calculation, (a) ‘‘liquidation’’ includes the sale of all or substantially all of the Company's assets or the acquisition of all or substantially all of the shares of the Company’s common stock in a single or series of related transactions and (b) ‘‘adjusted capital’’ means the net asset value of the Company calculated immediately prior to liquidation in accordance with GAAP less unrealized capital appreciation that would have been subject to the Capital Gain Incentive Fee had capital gain been recognized on the transfer of such assets in the liquidation.

The Company has structured the calculation of the Incentive Fee to include a fee limitation such that the Income Incentive Fee and the Capital Gain Incentive Fee will not be paid at any time if, after such payment, the cumulative Income Incentive Fees and Capital Gain Incentive Fees paid to date would exceed an incentive fee cap (the ‘‘Incentive Fee Cap’’). The Incentive Fee Cap in any quarter is equal to the difference between (a) 10% of Cumulative Pre-Incentive Fee Net Income and (b) cumulative incentive fees of any kind paid to the Investment Adviser by the Company since June 30, 2021.

To the extent the Incentive Fee Cap is zero or a negative value in any quarter, no incentive fee would be payable in that quarter. ‘‘Cumulative Pre-Incentive Fee Net Income’’ is equal to the sum of (a) Pre-Incentive Fee Net Investment Income for each period since June 30, 2021 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since June 30, 2021. “Cumulative Pre-Incentive Fee Net Income” is equal to the sum of (a) Pre-Incentive Fee Net Investment Income (as defined above) for each period since June 30, 2021 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation, in each case, since June 30, 2021.

Administration Agreement: Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment and provides clerical, bookkeeping, and record-keeping services at such facilities and provides the Company with other administrative services as the Administrator, subject to review by the Board, determines necessary to conduct the Company's day-to-day operations. The Company reimburses the Administrator for the allocable portion (subject to the review and approval of the Board) of the Administrator’s overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. The Board reviews such expenses to determine that these expenses, including any allocation of expenses among the Company and other entities for which the Administrator provides similar services, are reasonable and comparable to administrative services charged by unaffiliated third-party asset managers. In addition, under the Administration Agreement, the Administrator also provides, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance and will be paid an additional amount based on the cost of the services provided, which amount shall not exceed the amount the Company receives from such portfolio companies.

As of March 31, 2022, included in accounts payable and accrued expenses is $19,457 for accrued allocated shared services under the Administration Agreement. As of September 30, 2021, there were no amounts included in accounts payable and accrued expenses for accrued allocated shared services under the Administration Agreement, as a result of the Operating Expenses Reimbursement Waiver as defined in the Other related party transactions section below.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Other related party transactions: The Investment Adviser elected to incur the organizational costs associated with the Company’s formation and professional fees through June 30, 2021 and incurred $185,272 of organization costs and professional fees on behalf of the Company since the Company’s formation in September 2020.

The Company agreed to reimburse the Investment Adviser for formation and costs associated with the initial closing of the Subscription Agreements incurred on its behalf up to an aggregate amount of $700,000. Any costs in excess of $700,000 will be borne by the Investment Adviser. As of March 31, 2022, the formation and initial closing costs paid by the Investment Adviser on behalf of the Company subject to reimbursement by the Company totaled $373,109.

The Administrator and Investment Adviser voluntarily agreed to irrevocably waive reimbursement from the Company for operating expenses, including but not limited to, audit fees, fees related to professional tax services, administrative fees payable under the Administration Agreement and trustee fees, for the three months ended December 31, 2021 (the “Operating Expenses Reimbursement Waiver”). During the six months ended March 31, 2022, the Administrator and Investment Adviser waived the reimbursement of $172,215 in operating expenses.

The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash. There were no expenses reimbursed to the Administrator for the three and six months ended March 31, 2022. As of March 31, 2022 and September 30, 2021, accounts payable and accrued expenses included $454,219 and $211,571, respectively, for reimbursable expenses, net of the Operating Expenses Reimbursement Waiver, that were paid by the Administrator on behalf of the Company.

On June 30, 2021, GGP Holdings LP, an affiliate of the Investment Adviser, acquired 700.000 shares of common stock of the Company as part of the Company's conversion to a Maryland corporation, in respect of GGP Holdings LP's capital contribution to the Company prior to such date of $10,500. On July 1, 2021, GGP Holdings LP entered into a Subscription Agreement. As of March 31, 2022, GGP Holdings LP has an aggregate commitment of $102,010,500. As of March 31, 2022, the Company has issued 1,972,819.000 shares of its common stock to GGP Holdings LP in exchange for aggregate capital contributions totaling $29,592,285. On April 1, 2022, GGP Holdings LP transferred its shares and capital commitments to its wholly-owned subsidiary, GGP Class B-P, LLC.

The Company is party to an unsecured revolving credit facility with the Investment Adviser (as amended, the “Adviser Revolver”) which, as of March 31, 2022, permits the Company to borrow a maximum of $70,000,000 and expires on July 1, 2024. Refer to Note 7. Borrowings for discussion of the Adviser Revolver.

Note 5. Investments

Investments as of March 31, 2022 and September 30, 2021 consisted of the following:


	As of March 31, 2022						As of September 30, 2021
	Principal		Amortized Cost		Fair Value		Principal		Amortized Cost		Fair Value
Senior secured	$	6,403,275	$	6,288,205	$	6,197,808	$	5,754,196	$	5,642,935	$	5,568,237
One stop	66,443,886		65,364,398		66,184,970		16,303,977		16,045,949		16,067,587
Second lien	1,222,575		1,200,932		1,176,194		1,222,575		1,198,283		1,182,051
Subordinated debt	161,927		158,874		161,927		—		—		—

Equity	N/A		4,560,542		4,769,904		N/A		172,259		172,257
Total	$	74,231,663	$	77,572,951	$	78,490,803	$	23,280,748	$	23,059,426	$	22,990,132

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

The following tables show the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company’s business.


	As of March 31, 2022				As of September 30, 2021
Amortized Cost:
United States
Mid-Atlantic	$	8,359,164	10.8	%	$	646,413	2.8	%
Midwest	9,783,810		12.6		3,394,404		14.7
Northeast	6,275,950		8.1		3,339,818		14.5
Southeast	18,735,463		24.2		534,171		2.3
Southwest	8,281,258		10.7		2,000,980		8.7
West	14,839,359		19.1		3,795,164		16.5
Canada	410,806		0.5		404,847		1.8
United Kingdom	7,338,219		9.5		6,096,705		26.4
Netherlands	3,516,832		4.5		2,846,924		12.3
Australia	32,090		0.0	*	—		—
Total	$	77,572,951	100.0	%	$	23,059,426	100.0	%
Fair Value:
United States
Mid-Atlantic	$	8,556,795	10.9	%	$	647,553	2.8	%
Midwest	9,926,708		12.7		3,393,916		14.8
Northeast	6,343,929		8.1		3,356,038		14.6
Southeast	19,129,257		24.4		534,046		2.3
Southwest	8,420,820		10.7		2,006,629		8.7
West	15,001,401		19.1		3,793,908		16.5
Canada	417,572		0.5		404,712		1.8
United Kingdom	7,192,493		9.2		6,006,425		26.1
Netherlands	3,469,738		4.4		2,846,905		12.4
Australia	32,090		0.0	*	—		—
Total	$	78,490,803	100.0	%	$	22,990,132	100.0	%

* Represents an amount less than 0.1%

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

The industry compositions of the portfolio at amortized cost and fair value as of March 31, 2022 and September 30, 2021 were as follows:


	As of March 31, 2022				As of September 30, 2021
Amortized Cost:
Auto Components	$	330,081	0.4	%	$	274,456	1.2	%
Automobiles	8,093,450		10.4		2,004,114		8.7
Building Products	5,282,134		6.8		—		—
Chemicals	3,516,832		4.6		2,846,924		12.4
Commercial Services and Supplies	4,145,140		5.3		—		—
Containers and Packaging	2,926,930		3.8		—		—
Distributors	217,841		0.3		168,558		0.7
Diversified Consumer Services	3,155,179		4.1		550,281		2.4
Diversified Financial Services	1,399,855		1.8		458,449		2.0
Food and Staples Retailing	403,272		0.5		—		—
Food Products	2,353,302		3.0		1,891,969		8.2
Health Care Technology	20,720		0.0	*	—		—
Healthcare Providers and Services	8,282,989		10.7		4,803,950		20.8
Hotels, Restaurants and Leisure	118,915		0.2		43,835		0.2
Industrial Conglomerates	85,030		0.1		—		—
Insurance	3,133,376		4.0		2,200,286		9.5
IT Services	713,187		0.9		595,220		2.6
Life Sciences Tools & Services	2,637,813		3.4		46,209		0.2
Paper and Forest Products	703,446		0.9		—		—
Pharmaceuticals	2,621,611		3.4		1,521,500		6.6
Professional Services	4,882,234		6.3		365,613		1.6
Software	20,427,071		26.4		5,258,707		22.8
Specialty Retail	2,057,558		2.7		—		—
Textiles, Apparel and Luxury Goods	34,281		0.0	*	—		—
Water Utilities	30,704		0.0	*	29,355		0.1
Total	$	77,572,951	100.0	%	$	23,059,426	100.0	%

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)


	As of March 31, 2022				As of September 30, 2021
Fair Value:
Auto Components	$	334,728	0.4	%	$	274,364	1.2	%
Automobiles	8,218,574		10.5		2,003,334		8.7
Building Products	5,449,217		6.9		—		—
Chemicals	3,469,738		4.4		2,846,905		12.4
Commercial Services and Supplies	4,200,374		5.4		—		—
Containers and Packaging	2,988,348		3.8		—		—
Distributors	220,760		0.3		168,463		0.7
Diversified Consumer Services	3,214,043		4.1		549,825		2.4
Diversified Financial Services	1,415,790		1.8		465,004		2.0
Food and Staples Retailing	408,137		0.6		—		—
Food Products	2,364,344		3.0		1,893,553		8.3
Health Care Technology	20,719		0.0	*	—		—
Healthcare Providers and Services	8,248,970		10.5		4,741,680		20.6
Hotels, Restaurants and Leisure	131,908		0.2		45,291		0.2
Industrial Conglomerates	98,388		0.1		—		—
Insurance	3,170,053		4.0		2,197,937		9.6
IT Services	723,402		0.9		594,985		2.6
Life Sciences Tools & Services	2,699,304		3.4		46,142		0.2
Paper and Forest Products	710,363		0.9		—		—
Pharmaceuticals	2,634,461		3.4		1,493,319		6.5
Professional Services	4,938,411		6.3		365,583		1.6
Software	20,658,223		26.4		5,274,419		22.9
Specialty Retail	2,108,911		2.7		—		—
Textiles, Apparel and Luxury Goods	34,278		0.0	*	—		—
Water Utilities	29,359		0.0	*	29,328		0.1
Total	$	78,490,803	100.0	%	$	22,990,132	100.0	%

* Represents an amount less than 0.1%

Note 6. Fair Value Measurements

The Company follows 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. The Company’s 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.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

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 require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value 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. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company assesses 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 for the three and six months ended March 31, 2022. The following section describes the valuation techniques used by the Company 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.

Investments

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 the Board, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of the Board 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 the Company’s valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm and each portfolio company subject to review at least once during a trailing twelve-month period. Investments originated during the three months ended September 30, 2021 were not subject to review by an independent valuation firm prior to October 1, 2021. All investments as of March 31, 2022 and September 30, 2021 were valued using Level 3 inputs of the fair value hierarchy.

When determining fair value of Level 3 debt and equity investments, the Company takes 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 affect the price at which similar investments are 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 net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA can 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, the Company 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, the Company uses a market interest rate yield analysis to determine fair value.

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

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

ultimately received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which such investment had previously been recorded.

The Company’s 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.

The following tables present fair value measurements of the Company’s investments and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of March 31, 2022 and September 30, 2021:


As of March 31, 2022	Fair Value Measurements Using
Description	Level 1		Level 2		Level 3		Total
Assets, at fair value:
Debt investments(1)	$	—	$	—	$	73,720,899	$	73,720,899
Equity investments(1)	—		—		4,769,904		4,769,904


Total assets, at fair value:	$	—	$	—	$	78,490,803	$	78,490,803




As of September 30, 2021	Fair Value Measurements Using
Description	Level 1		Level 2		Level 3		Total
Assets, at fair value:
Debt investments(1)	$	—	$	—	$	22,817,875	$	22,817,875
Equity investments(1)	—		—		172,257		172,257


Total assets, at fair value:	$	—	$	—	$	22,990,132	$	22,990,132

(1)Refer to the Consolidated Schedule of Investments for further details.

The net change in unrealized appreciation (depreciation) for the three and six months ended March 31, 2022, reported within the net change in unrealized appreciation (depreciation) on investments and foreign currency translation in the Company’s Consolidated Statements of Operations attributable to the Company's Level 3 assets held as of March 31, 2022 was $398,956 and $987,147, respectively.

The following table presents the changes in investments measured at fair value using Level 3 inputs for the six months ended March 31, 2022:


	Six months ended March 31, 2022
	Debt Investments		Equity Investments		Total Investments
Fair value, beginning of period	$	22,817,875	$	172,257	$	22,990,132
Net change in unrealized appreciation (depreciation) on investments	777,783		209,364		987,147

Funding of (proceeds from) revolving loans, net	464,396		—		464,396
Fundings of investments	52,190,326		4,388,283		56,578,609
PIK interest	105,035		—		105,035
Proceeds from principal payments of portfolio investments	(2,755,608)		—		(2,755,608)
Accretion of discounts and amortization of premiums	121,092		—		121,092
Fair value, end of period	$	73,720,899	$	4,769,904	$	78,490,803

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of March 31, 2022 and September 30, 2021:

Quantitative information about Level 3 Fair Value Measurements

Fair Value as of March 31, 2022

Valuation Techniques

Unobservable Input

Range (Weighted Average)(1)

Assets, at fair value:

Senior secured loans

6,095,280

Market rate approach

Market interest rate

4.5% - 6.5% (5.2%)

Market comparable companies

EBITDA multiples

10.0x - 23.6x (20.2x)

102,528

Market comparable companies

Broker/ Dealer bids or quotes

N/A

One stop loans(2)

66,087,383

Market rate approach

Market interest rate

5.3% - 11.3% (6.7%)

Market comparable companies

EBITDA multiples

10.0x - 36.8x (17.9x)

Market comparable companies

Revenue multiples

6.0x - 22.0x (11.2x)

97,587

Market comparable companies

Broker/ Dealer bids or quotes

N/A

Subordinated debt and second lien loans

1,338,121

Market rate approach

Market interest rate

8.2% - 11.5% (8.6%)

Market comparable companies

EBITDA multiples

23.6x - 24.0x (23.6x)

Equity(3)

4,769,904

Market comparable companies

EBITDA multiples

10.0x - 26.8x (17.4x)

Revenue multiples

11.0x - 22.0x (15.7x)

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)The Company valued $55,885,289 and $10,202,094 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.

(3)The Company valued $4,291,416 and $478,488 of equity investments using EBITDA and revenue multiples, respectively.

Quantitative information about Level 3 Fair Value Measurements

Fair Value as of September 30, 2021

Valuation Techniques

Unobservable Input

Range (Weighted Average)(1)

Assets, at fair value:

Senior secured loans

5,568,237

Market rate approach

Market interest rate

2.5% - 7.3% (5.1%)

Market comparable companies

EBITDA multiples

10.6x - 24.2x (22.1x)

One stop loans(2)

16,067,587

Market rate approach

Market interest rate

5.8% - 15.5% (7.6%)

Market comparable companies

EBITDA multiples

9.7x - 24.0x (15.1x)

Market comparable companies

Revenue multiples

5.3x - 14.3x (10.7x)

Second lien loans

1,182,051

Market rate approach

Market interest rate

9.3%

Market comparable companies

EBITDA multiples

23.6x

Equity(3)

172,257

Market comparable companies

EBITDA multiples

13.4x - 20.3x (17.6x)

Revenue multiples

5.3x - 14.0x (12.9x)

(1)Unobservable inputs were weighted by the relative fair value of the instruments.

(2)The Company valued $14,471,624 and $1,595,963 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.

(3)The Company valued $85,300 and $86,957 of equity investments using EBITDA and revenue multiples, respectively.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

The above tables are not intended to be all-inclusive but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.

The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity investments are EBITDA multiples, revenue multiples and market interest rates. The Company uses EBITDA multiples and, to a lesser extent, revenue multiples on its debt and equity investments to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would have resulted in a significantly lower or higher fair value measurement. The Company uses market interest rates for loans to determine if the effective yield on a loan is commensurate with the market yields for that type of loan. If a loan’s effective yield was significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan may have been lower.

Other Financial Assets and Liabilities

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost, all assets and liabilities approximate fair value on the Consolidated Statements of Financial Condition due to their short maturity. Fair value of the Company’s debt is estimated using Level 3 inputs by discounting remaining payments using applicable implied market rates.

The following are the carrying values and fair values of the Company’s debt as of March 31, 2022 and September 30, 2021:


	As of March 31, 2022				As of September 30, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Debt	$	29,996,118	$	29,996,118	$	16,350,000	$	16,350,000

Note 7. Borrowings

In accordance with the 1940 Act, with certain limited exceptions, the Company is currently allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. The Company has not sought or obtained any approval necessary to be subject to the reduced asset coverage requirements available to BDCs pursuant to Section 61(a)(2) of the 1940 Act, which permits a BDC to have asset coverage of 150%, or a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement under the 1940 Act. As of March 31, 2022, the Company’s asset coverage for borrowed amounts was 296.3%.

PNC Facility: On March 21, 2022, the Company and GDLC Funding entered into a revolving credit and security agreement (the “PNC Facility”) with PNC Bank, National Association (“PNC Bank”), as administrative agent, collateral agent and a lender and PNC Capital Markets LLC, as structuring agent. Under the PNC Facility, the lender has agreed to extend credit to the Company in an aggregate amount of up to $34,000,000, subject to leverage and borrowing base restrictions, with a stated maturity date of March 21, 2025.

Borrowings under the PNC Facility bear interest, at the Company’s election and depending on the currency of the borrowing, of either Term SOFR, Daily Simple SOFR, CDOR, SONIA, or the Euro Short-Term Rate (“€STR”) plus a margin ranging from 1.75% to 2.15%, depending on the degree of uncalled capital commitments coverage of the PNC Facility’s borrowing base versus the assets of the Company. The Company will pay to PNC Bank, an unused commitment fee, payable quarterly, equal to 0.20% to 0.30% per annum of the average unused portion of available borrowings under the PNC Facility. The PNC Facility is secured by assets held by GDLC Funding and by the unfunded commitments of investors in the Company. As of March 31, 2022, the Company had outstanding debt of $20,500,000 under the PNC Facility.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

For the three and six months ended March 31, 2022, the stated interest expense, annualized average stated interest rates and average outstanding balances for the PNC Facility were as follows:


	Three months ended			Six months ended
	March 31, 2022				March 31, 2022
Stated interest expense	$	1,215			$	1,215
Facility fees	2,908				2,908
Amortization of debt issuance costs	3,795				3,795
Total interest expense	7,918				7,918

Annualized average stated interest rate	2.2		%		2.2		%
Average outstanding balance	$	227,778			$	112,637

Adviser Revolver: On July 1, 2021, the Company entered into the Adviser Revolver with the Investment Adviser, with a maximum credit limit of $40,000,000 and expiration date of July 1, 2024. On November 15, 2021, the Company and the Investment Adviser amended the Adviser Revolver to, among other things, increase the borrowing capacity under the Adviser Revolver to $70,000,000 and permit the Company to borrow under the Adviser Revolver in certain foreign currencies.

The Adviser Revolver bears interest at a rate equal to the short-term Applicable Federal Rate (“AFR”). The short-term AFR on the Adviser Revolver as of March 31, 2022 was 1.0%. As of March 31, 2022 and September 30, 2021, the Company had outstanding debt of $9,496,118 and $16,350,000, respectively, under the Adviser Revolver.

For the three and six months ended March 31, 2022, the stated interest expense, cash paid for interest expense, annualized average stated interest rates and average outstanding balances for the Adviser Revolver were as follows:


	Three months ended			Six months ended
	March 31, 2022				March 31, 2022
Stated interest expense	$	27,543			$	35,722



Cash paid for interest expense	8,153				9,619
Annualized average stated interest rate	0.4		%		0.3		%
Average outstanding balance	$	26,014,414			$	21,932,679

For the three and six months ended March 31, 2022, the average total debt outstanding was $26,242,192 and $22,045,317, respectively.

For the three and six months ended March 31, 2022, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company's total debt was 0.6% and 0.4%, respectively.

A summary of the Company’s maturity requirements for borrowings as of March 31, 2022 is as follows:


	Payments Due by Period
	Total		Less Than 1 Year		1 – 3 Years		3 – 5 Years		More Than 5 Years



Adviser Revolver	$	9,496,118	$	—	$	9,496,118	$	—	$	—
PNC Facility	20,500,000		—		20,500,000		—		—

Total borrowings	$	29,996,118	$	—	$	29,996,118	$	—	$	—

Note 8. Commitments and Contingencies

Commitments: As of March 31, 2022, the Company had outstanding commitments to fund investments totaling $33,037,662, including $6,541,507 of commitments on undrawn revolvers. As of September 30, 2021, the Company had outstanding commitments to fund investments totaling $6,196,567, including $2,015,644 on undrawn revolvers.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Indemnifications: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as these involve future claims against the Company that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.

Off-balance sheet risk: Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Financial Condition. The Company may enter into derivative instruments that contain elements of off-balance sheet market and credit risk. As of March 31, 2022 and September 30, 2021, there were no commitments outstanding for derivative contracts. Derivative instruments can be affected by market conditions, such as foreign currency volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it may not achieve the anticipated benefits of any derivative instruments and may realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.

Concentration of credit and counterparty risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company in the future may engage in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on derivative instruments is the value of the collateral for that respective derivative instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.

Legal proceedings: In the normal course of business, the Company is subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any disposition will have a material adverse effect on the Company’s consolidated financial statements.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 9. Financial Highlights

The financial highlights for the Company are as follows:




Per share data:(1)	Six months ended March 31, 2022
Net asset value at beginning of period	$	14.97
Distributions declared:(2)
From net investment income	(0.92)


Net investment income	0.57
Net realized gain (loss) on foreign currency transactions	(0.01)
Net change in unrealized appreciation (depreciation) on investment transactions(3)	0.39
Net asset value at end of period	$	15.00
Total return based on net asset value per share(4)	6.43		%
Number of common shares outstanding	3,930,152.333



Listed below are supplemental data and ratios to the financial highlights:	Six months ended March 31, 2022
Ratio of net investment income to average net assets*	7.66		%
Ratio of total expenses to average net assets*	3.55		%
Ratio of management fee waiver to average net assets*	(1.31)		%
Ratio of incentive fee waiver to average net assets	(0.20)		%
Ratio of operating expense waiver to average net assets	(0.36)		%
Ratio of net expenses to average net assets*	1.68		%
Ratio of incentive fees to average net assets	0.50		%
Ratio of total expenses (without incentive fees) to average net assets*	3.05		%
Total return based on average net asset value(5)*	12.56		%
Net assets at end of period	$	58,952,285
Average debt outstanding	$	22,045,317
Average debt outstanding per share	$	5.61
Portfolio Turnover *	9.19		%
Asset coverage ratio(6)	296.33		%
Asset coverage ratio per unit(7)	$	2,963
Average market value per unit (8):
Adviser Revolver	N/A
PNC Facility	N/A

* Annualized for a period less than one year.

(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)The per share data for distributions reflect the amount of distributions paid or payable with a record date during the applicable period.

(3)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 at the end of the period and as of the dividend record date.

(4)Total return based on net asset value per share assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.

(5)Total return based on average net asset value is calculated as (a) the net increase (decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.

(6)In accordance with the 1940 Act, with certain limited exceptions, the Company is currently allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing.

(7)Asset coverage ratio 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 ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

(8)Not applicable as both the Adviser Revolver and PNC Facility are not registered for public trading.

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

Note 10. Earnings Per Share

The following information sets forth the computation of the net increase in net assets per share resulting from operations for the three and six months ended March 31, 2022:


	Three months ended		Six months ended
	March 31, 2022			March 31, 2022

Earnings available to stockholders	$	1,625,872		$	2,959,052
Basic and diluted weighted average shares outstanding	3,426,305			3,160,509
Basic and diluted earnings per share	$	0.47		$	0.94

Note 11. Dividends and Distributions

The Company’s dividends and distributions are recorded on the record date. The following table summarizes the Company’s dividend declarations and distributions with a record date during the six months ended March 31, 2022:


Date Declared		Record Date	Payment Date	Shares Outstanding	Amount Per Share			Total Dividends Declared
For the six months ended March 31, 2022
10/05/2021		10/05/2021	11/22/2021	2,424,742.000	$	—	(1)	$	—
10/05/2021		10/18/2021	11/22/2021	2,424,742.000	0.1530			371,044
11/19/2021		11/29/2021	12/27/2021	3,098,110.333	0.0898			278,168
11/19/2021		12/20/2021	02/28/2022	3,098,110.333	0.1939			600,698
11/19/2021	Total dividends declared for	01/20/2022	03/23/2022	3,098,110.333	0.1656			513,049
02/04/2022		02/25/2022	05/23/2022	3,514,131.333	0.1461			513,385
02/04/2022		03/21/2022	05/23/2022	3,514,131.333	0.1706			599,438
Total dividends declared for the six months ended March 31, 2022								$	2,875,782

(1)On October 5, 2021, the Company’s board of directors declared a distribution in an amount equal to the net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period September 1, 2021 through September 30, 2021, per share payable on November 22, 2021, to stockholders of record on October 5, 2021. Due to a net decrease in net assets resulting from operations for the period September 1, 2021, through September 30, 2021, the distribution declared for the September 2021 earnings period was zero.

Note 12. Subsequent Events

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:

On April 1, 2022, the Company entered into subscription agreements with additional stockholders totaling $5,000,000 in the aggregate.

On April 5, 2022, the Company issued a capital call to stockholders that was due on April 15, 2022. The estimated shares and proceeds are summarized in the table below:


	Date	Shares Issued	NAV ($) per share		Proceeds
Issuance of Shares	4/15/2022	568,028.000	$	15.00	$	8,520,420

TABLE OF CONTENTS

Golub Capital Direct Lending Corporation and Subsidiaries

Notes to Consolidated Financial Statements (unaudited)

On February 4, 2022 and May 6, 2022, the Company’s board of directors declared distributions to holders of record as set forth in the table below:

Record Date

Payment Date

Amount Per Share

February 25, 2022

May 23, 2022

Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period February 1, 2022 through February 28, 2022 per share

March 21, 2022

May 23, 2022

Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period March 1, 2022 through March 31, 2022 per share

April 29, 2022

July 25, 2022

Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period April 1, 2022 through April 30, 2022 per share

May 20, 2022

July 25, 2022

Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period May 1, 2022 through May 31, 2022 per share

June 24, 2022

September 14, 2022

Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period June 1, 2022 through June 30, 2022 per share

July 19, 2022

September 14, 2022

Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period July 1, 2022 through July 31, 2022 per share

TABLE OF CONTENTS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our interim and unaudited consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In this report, “we,” “us,” “our” and “GDLC” refer to Golub Capital Direct Lending Corporation and its consolidated subsidiaries.

Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q 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 novel coronavirus, or 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 LLC, or GC Advisors, and other affiliates of Golub Capital LLC, or collectively, 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, 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;

•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;

•turmoil in Ukraine and Russia, including sanctions related to such turmoil, and the potential for volatility in energy prices and other supply chain issues and any impact on the industries in which we invest;

•our ability to qualify and maintain our qualification as a regulated investment company, or 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, or Dodd-Frank, 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 Quarterly Report on Form 10-Q 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 Annual Report on Form 10-K for the period ended September 30, 2021.

TABLE OF CONTENTS

We have based the forward-looking statements included in this report on information available to us on the date of this report. 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 file with the Securities and Exchange Commission, or the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K. This Quarterly Report on Form 10-Q contains 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.

Overview

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 intend to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a business development company, we are also subject to certain constraints, including limitations imposed by the 1940 Act and after our election to be treated as a RIC, limitations imposed by the Code. We were formed in September 2020 as a Delaware limited liability company and converted to a Maryland corporation effective July 1, 2021.

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, 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 $45.0 billion in capital under management as of March 31, 2022, (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.

Our investment activities are managed by GC Advisors and supervised by our board of directors of which a majority of the members are independent of us, GC Advisors and its affiliates.

Under an investment advisory agreement, or the Investment Advisory Agreement, dated as of July 1, 2021, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. Under an administration agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.

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 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 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.

TABLE OF CONTENTS

As of March 31, 2022 and September 30, 2021, our portfolio at fair value was comprised of the following:


	As of March 31, 2022				As of September 30, 2021
Investment Type	Investments at Fair Value		Percentage of Total Investments		Investments at Fair Value		Percentage of Total Investments
Senior secured	$	6,197,808	8.0	%	$	5,568,237	24.2	%
One stop	66,184,970		84.0		16,067,587		70.0
Second lien	1,176,194		2.0		1,182,051		5.1
Subordinated debt	161,927		0.0	*	—		—
Equity	4,769,904		6.0		172,257		0.7
Total	$	78,490,803	100.0	%	$	22,990,132	100.0	%

*Represents an amount less than 0.1%

One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans or recurring revenue loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of March 31, 2022 and September 30, 2021, one stop loans included $10,202,094 and $1,595,963 of late stage lending loans at fair value, respectively.

As of March 31, 2022 and September 30, 2021, we had debt and equity investments in 75 and 29 portfolio companies, respectively.

The following table shows the weighted average income yield and weighted average investment income yield of our earning portfolio company investments, which represented 100% of our debt investments, as well as the total return based on our average net asset value, total return based on the change in the net asset value of our stock assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case, and our net investment income - return on equity for the three and six months ended March 31, 2022:


	Three months ended	Six months ended
	March 31, 2022	March 31, 2022
Weighted average income yield(1)*	6.9%	6.9%
Weighted average investment income yield(2)*	7.4%	7.3%
Total return based on average net asset value(3) *	12.9%	12.6%
Total return based on net asset value per share(4)	3.2%	6.4%
Net investment income - return on equity(5)*	7.7%	7.7%

* Annualized for periods less than one year.

(1)Represents income from interest and fees, excluding amortization of capitalized fees and discounts divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.

(2)Represents income from interest, fees and amortization of capitalized fees and discounts, divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.

(3)Total return based on average net asset value is calculated as (a) the net increase (decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.

(4)Total return based on net asset value per share assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.

(5)Net investment income - return on equity is calculated as (a) net investment income after excise tax divided by (b) the daily average of total net assets.

As of March 31, 2022, GDLC has earned an inception-to-date internal rate of return, or IRR, of 10.9% for stockholders taken as a whole. For the six months ended March 31, 2022, GDLC has earned a year-to-date IRR of 13.2% for stockholders taken as a whole. An individual stockholder’s IRR may vary based on the timing of their

TABLE OF CONTENTS

capital transactions. The IRR is the annualized effective compound rate of return that brings a series of cash flows to the current value of the cash invested. The IRR was computed based on the actual dates of cash inflows (share issuances, including share issuances through the DRIP), outflows (capital distributions), the stockholders’ net asset value, or NAV, at the end of the period and distributions declared and payable at the end of the period (residual value of the stockholders’ NAV and distributions payable as of each measurement date).

Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or payment-in-kind, or PIK, interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date. In addition, we generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. For additional details on revenues, see “Critical Accounting Policies - Revenue Recognition.”

We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments or derivative instruments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in the Consolidated Statements of Operations.

Expenses: Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions including:

•reimbursement to GC Advisors of organizational and offering expenses up to an aggregate amount of $0.7 million;

•calculating our NAV (including the cost and expenses of any independent valuation firm);

•fees and expenses incurred by GC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors and travel and lodging expenses, except reimbursement amounts waived by GC Advisors;

•expenses related to unsuccessful portfolio acquisition efforts;

•administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);

•fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;

•transfer agent, dividend agent and custodial fees and expenses;

•U.S. federal and state registration and franchise fees;

•U.S. federal, state and local taxes;

•independent directors’ fees and expenses;

•costs of preparing and filing reports or other documents required by the SEC or other regulators;

TABLE OF CONTENTS

•costs of any reports, proxy statements or other notices to stockholders, including printing costs;

•costs associated with individual or group stockholders;

•costs associated with compliance under the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

•our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;

•proxy voting expenses; and

•all other expenses incurred by us or the Administrator in connection with administering our business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.

COVID-19 Pandemic

The spread of COVID-19, which was identified as a global pandemic by the World Health Organization in 2020, resulted in governmental authorities imposing restrictions on travel and the temporary closure of many corporate offices, retail stores, restaurants, healthcare facilities, fitness clubs and manufacturing facilities and factories in affected jurisdictions. While restrictions, business closures and other quarantine measures have been lifted in certain states in the United States and other countries, COVID-19 outbreaks have led and could lead to the re-introduction of such restrictions. As a result, we are unable to predict the duration of business and supply chain disruptions, the extent to which COVID-19 will continue to affect our portfolio companies’ operating results or the impact COVID-19 may have on our results of operations and financial condition.

We and GC Advisors continue to monitor the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities, and future recommendations from such authorities may further impact our business operations and financial results. Due to certain resurgences of COVID-19 and the threat of new variants of COVID-19, we remain cautious and concerned about the on-going impacts to the U.S. economy from COVID-19.

LIBOR Transition

In July 2017, the Financial Conduct Authority, or the FCA, announced its intention to cease sustaining the London Inter-Bank Offered Rate, or LIBOR, by the end of 2021.

At the end of January 2021, LIBOR’s administrator, the ICE Benchmark Administration Limited, or the IBA, concluded a consultation on its intention to cease the publication of the one-week and two-month U.S. dollar LIBOR, settings immediately following the LIBOR publication on December 31, 2021, and the remaining U.S. dollar LIBOR settings, including one-month LIBOR, immediately following the LIBOR publication on June 30, 2023. On March 5, 2021, the FCA released an announcement confirming that such LIBOR settings would cease to be provided by any administrator or no longer be representative as of the dates specified in the IBA proposal, and confirmed that the FCA does not expect any LIBOR settings will become unrepresentative before such dates. Concurrent with the IBA’s proposal, the Federal Reserve Board, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation released a statement that (i) encouraged banks to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021, (ii) indicated that new contracts entered into before December 31, 2021 should either utilize a reference rate other than U.S. dollar LIBOR or have robust fallback language that includes a clearly defined alternative reference rate after U.S. dollar LIBOR’s discontinuation and (iii) explained that extending the publication of certain U.S. dollar LIBOR tenors until June 30, 2023 would allow most legacy U.S. dollar LIBOR contracts to mature before

TABLE OF CONTENTS

LIBOR experiences disruptions. On March 8, 2021, the Alternative Reference Rates Committee confirmed that in its opinion the March 5, 2021 announcements by the IBA and the FCA on the future cessation and loss of the representativeness of the LIBOR benchmark rates constitutes a “benchmark transition event” with respect to all U.S. dollar LIBOR settings. A “benchmark transition event” may cause, or allow for, certain contracts to replace LIBOR with an alternative reference rate and such replacement could have a material and adverse impact on the debt financing securitization (CLO) market, the leveraged loan market and/or us.

In April 2018, the New York Federal Reserve Bank began publishing its alternative rate, the Secured Overnight Financing Rate, or SOFR. The Bank of England followed suit in April 2018 by publishing its proposed alternative rate, the Sterling Overnight Index Average, or SONIA.

Each of SOFR and SONIA significantly differ from LIBOR, both in the actual rate and how it is calculated, and therefore it is unclear whether and when markets will adopt either of these rates as a widely accepted replacement for LIBOR.

As such, when LIBOR is discontinued, if a replacement rate is not widely agreed upon or if a replacement rate is significantly different from LIBOR, it could cause a disruption in the credit markets generally. Such a disruption could also negatively impact the market value and/or transferability of our portfolio company investments. Furthermore, disruptions related to loans and/or other debt financing securitizations (CLOs) in the marketplace could have a material adverse effect on the ability of GC Advisors or its affiliates to enter into loans in the future in accordance with our investment strategy and have a material adverse effect on us. We could also be materially and adversely impacted to the extent GC Advisors or its affiliates are unable to successfully implement an acceptable replacement rate in leverage utilized by us or if there is a prolonged period of mismatch on the interest rates payable on our leverage and our portfolio investments as a result of the discontinued publication of LIBOR results in a decrease in our net investment income and distributions we are able to pay to our stockholders.

As of January 1, 2022, USD LIBOR is available in five settings (overnight, one-month, three-month, six-month and 12-month). The IBA has stated that it will cease to publish all remaining USD LIBOR settings immediately following their publication on June 30, 2023. As of January 1, 2022, all non-USD LIBOR reference rates in all settings ceased to be published. The documents governing all of our portfolio company debt investments priced via reference to non-USD LIBOR included provisions to effectuate the transition to alternative reference rates, and GC Advisors has amended, or is in the process of amending, the documents governing our portfolio company debt investments priced via reference to USD LIBOR to an alternative reference rate, such as the forward-looking term SOFR based on prevailing market conditions and practice.

In anticipation of the discontinuation of LIBOR, we assessed our current debt facilities for our exposure to LIBOR. The PNC Facility (as defined in Note 7 of our consolidated financial statements) utilizes SOFR as a reference rate for USD borrowings and foreign alternative reference rates for foreign borrowings. The Adviser Revolver (as defined in Note 7 of our consolidated financial statements) currently utilizes a reference rate of short-term AFR. We expect any new debt facilities that we enter into subsequent to March 31, 2022 will reference a benchmark interest rate other than LIBOR, such as SOFR.

Recent Developments

On April 1, 2022, we entered into subscription agreements with additional stockholders totaling $5,000,000 in the aggregate.

On April 5, 2022, we issued a capital call to stockholders that was due on April 15, 2022. The estimated shares and proceeds are summarized in the table below:


	Date	Shares Issued	NAV ($) per share		Proceeds
Issuance of Shares	4/15/2022	568,028.000	$	15.00	$	8,520,420

TABLE OF CONTENTS

On February 4, 2022 and May 6, 2022, the Board declared distributions to holders of record as set forth in the table below:

Record Date

Payment Date

Amount Per Share

February 25, 2022

May 23, 2022

Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with generally accepted accounting principles, or GAAP, for the period February 1, 2022 through February 28, 2022 per share

March 21, 2022

May 23, 2022

Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period March 1, 2022 through March 31, 2022 per share

April 29, 2022

July 25, 2022

Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period April 1, 2022 through April 30, 2022 per share

May 20, 2022

July 25, 2022

Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period May 1, 2022 through May 31, 2022 per share

June 24, 2022

September 14, 2022

Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period June 1, 2022 through June 30, 2022 per share

July 19, 2022

September 14, 2022

Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period July 1, 2022 through July 31, 2022 per share

Consolidated Results of Operations

Consolidated operating results for the three and six months ended March 31, 2022 are as follows:


	Three months ended		Six months ended
	March 31, 2022		March 31, 2022
Interest income	$	1,228,296	$	2,052,017
Accretion of discounts and amortization of premiums	83,209		121,092

Fee income	651		17,589
Total investment income	1,312,156		2,190,698
Net expenses	328,052		378,128
Net investment income - before excise tax	984,104		1,812,570
Excise tax	7,734		7,734
Net investment income - after excise tax	976,370		1,804,836
Net realized gain (loss) on investment transactions	(5,661)		(25,958)
Net change in unrealized appreciation (depreciation) on investment transactions	655,163		1,180,174
Net increase in net assets resulting from operations	$	1,625,872	$	2,959,052
Average earning portfolio company investments, at fair value	$	72,156,708	$	59,800,463

As we commenced operations on July 1, 2021, no income was earned prior to July 1, 2021.

TABLE OF CONTENTS

Expenses

The following table summarizes our expenses for the three and six months ended March 31, 2022:


	Three months ended		Six months ended
	March 31, 2022		March 31, 2022
Interest expense	$	31,666	$	39,845
Amortization of debt issuance costs	3,795		3,795

Income incentive fee, net of waiver	100,164		100,164
Capital gain incentive fee accrued (reversed) under GAAP	(301)		41,596
Professional fees	144,219		285,091
Administrative service fee	19,457		25,252
General and administrative expenses	29,052		54,600
Operating expenses reimbursement waived	—		(172,215)
Net expenses	$	328,052	$	378,128
Average debt outstanding	$	26,242,192	$	22,045,317

Incentive Fees

The incentive fee payable under the Investment Advisory Agreement consists of two parts: (1) the income component, or the Income Incentive Fee, and (2) the capital gains component, or the Capital Gain Incentive Fee.

As we commenced operations on July 1, 2021, no expenses were incurred prior to July 1, 2021.

Effective April 1, 2022, GC Advisors changed its practice of retaining administrative agent fees earned in respect of co-investment transactions in which we participate. In connection with this change, for the three months ended March 31, 2022, GC Advisors voluntarily and irrevocably waived $7,423* of the Income Incentive Fee related to certain administrative agent fees received by GC Advisors prior to this change. The waiver had the net economic effect of providing us an amount equal to our pro rata portion of administrative agent fees earned by GC Advisors from our borrowers.

*The net economic effect represents $8,159 of GDLC’s pro rata portion of administrative agent fees retained by GC Advisors since GDLC commenced operations on July 1, 2021, reduced by $736 of the additional incentive fees GC Advisors would have earned on the pro rata portion of administrative agent fees.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three and six months ended March 31, 2022:


	Three months ended		Six months ended
	March 31, 2022		March 31, 2022
Net realized gain (loss) from investments	$	(5,661)	$	(25,958)
Net realized gain (loss) from investment transactions	$	(5,661)	$	(25,958)
Unrealized appreciation from investments	718,462		1,104,250
Unrealized (depreciation) from investments	(321,756)		(117,103)

Unrealized appreciation (depreciation) on foreign currency translation	258,457		193,027
Net change in unrealized appreciation (depreciation) on investment transactions	$	655,163	$	1,180,174

For three months ended March 31, 2022, we had $718,462 in unrealized appreciation on 42 portfolio company investments, which was offset by $321,756 in unrealized depreciation on 34 portfolio company investments. For the six months ended March 31, 2022, we had $1,104,250 in unrealized appreciation on 57 portfolio company investments, which was offset by $117,103 in unrealized depreciation on 19 portfolio company investments. Unrealized appreciation for the three and six months ended March 31, 2022 primarily resulted from an increase in fair value due to the rise in market prices of portfolio company investments. Unrealized depreciation for the three

TABLE OF CONTENTS

and six months ended March 31, 2022 primarily resulted from the amortization of discounts that resulted in an increase to the cost basis of portfolio company investments.

Liquidity and Capital Resources

For the six months ended March 31, 2022, we experienced a net decrease in cash and foreign currencies of $18,216,070. During the period, we used $52,477,251 in operating activities, primarily as a result of fundings of portfolio investments of $56,578,609, partially offset by proceeds from principal payments of portfolio investments of $2,755,608. During the same period, cash provided by financing activities was $34,261,181, primarily driven by borrowings on debt of $44,939,985 and proceeds from the issuance of common shares of $22,581,155, that were partially offset by repayments of debt of $31,100,000 and distributions paid of $1,762,959.

As of March 31, 2022 and September 30, 2021, we had $11,223,176 and $29,432,086 of cash, respectively. In addition, as of March 31, 2022 and September 30, 2021, we had $124,369 and $158,327 of foreign currencies, respectively. Cash and foreign currencies are available to fund new investments, pay operating expenses and pay distributions.

As of March 31, 2022 and September 30, 2021, we had investor capital subscriptions totaling $208,010,500 and $202,010,500, respectively, of which $58,952,285 and $36,371,130, respectively, had been called and contributed, leaving $149,058,215 and $165,639,370 of uncalled investor capital subscriptions, respectively.

Revolving Credit Facilities

PNC Facility - On March 21, 2022, we entered into a revolving credit and security agreement with PNC Bank (as defined in Note 7 of our consolidated financial statements). As of March 31, 2022, we were permitted to borrow up to $34,000,000 at any one time. As of March 31, 2022, we had outstanding debt of $20,500,000 under the PNC Facility.

Adviser Revolver - As of March 31, 2022 and September 30, 2021, we were permitted to borrow up to $70,000,000 and $40,000,000, respectively, at any one time outstanding under the Adviser Revolver. As of March 31, 2022 and September 30, 2021, we had outstanding debt of $9,496,118 and $16,350,000, respectively, under the Adviser Revolver. On November 15, 2021, we entered into an amendment to increase borrowing capacity under the Adviser Revolver from $40,000,000 to $70,000,000 and permit us to borrow in foreign currencies.

Asset Coverage, Contractual Obligations, Off-Balance Sheet Arrangements and Other Liquidity Considerations

In accordance with the 1940 Act, with certain limited exceptions, we are currently allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. We have not sought or obtained approval to reduce our asset coverage ratio as permitted by and subject to the requirements of Section 61(a)(2) of the 1940 Act and, as a result, remain subject to the 200% asset coverage requirement under Section 61(a)(1) of the 1940 Act. We currently intend to target a GAAP debt-to-equity ratio between 0.35x to 0.65x. As of March 31, 2022, our asset coverage for borrowed amounts was 296.3%.

As of March 31, 2022, we had outstanding commitments to fund investments totaling $33,037,662, including $6,541,507 of commitments on undrawn revolvers. As of September 30, 2021, we had outstanding commitments to fund investments totaling $6,196,567, including $2,015,644 of commitments on undrawn revolvers. There is no guarantee that these amounts will be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of March 31, 2022 subject to the terms of each loan’s respective credit agreement. A summary of maturity requirements for our principal borrowings under the PNC Facility and the Adviser Revolver as of March 31, 2022 is included in Note 7 of our consolidated financial statements. We did not have any other material contractual payment obligations as of March 31, 2022. As of March 31, 2022, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on the cash balances that we maintain, availability under our PNC Facility and Adviser Revolver, ongoing principal repayments on debt investment assets and uncalled investor capital subscriptions.

TABLE OF CONTENTS

Although we expect to fund the growth of our investment portfolio through net proceeds from capital calls on existing and future investor capital subscriptions and through our dividend reinvestment plan as well as future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our efforts to raise capital will be successful. In addition, we can amend, refinance, or enter into new leverage facilities. In addition to capital not being available, it also could not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we expect to receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy.

Portfolio Composition, Investment Activity and Yield

As of March 31, 2022 and September 30, 2021, we had investments in 75 and 29 portfolio companies, respectively, with a total fair value of $78,490,803 and $22,990,132, respectively.

The following table shows the asset mix of our new investment commitments the three and six months ended March 31, 2022:


	Three months ended					Six months ended
	March 31, 2022				March 31, 2022
	New Commitments		Percentage			New Commitments		Percentage
Senior secured	$	103,982	1.0	%		$	1,046,837	1.2	%
One stop	9,568,959		87.6			79,516,106		93.4

Subordinated debt	—		—			156,963		0.2
Equity	1,249,722		11.4			4,388,283		5.2
Total new investment commitments	$	10,922,663	100.0	%		$	85,108,189	100.0	%

For the six months ended March 31, 2022, we had approximately $2,755,608 in proceeds from principal payments of portfolio companies.

The following table shows the principal, amortized cost and fair value of our portfolio of investments by asset class:


	As of March 31, 2022 (1)						As of September 30, 2021(2)
	Principal		Amortized Cost		Fair Value		Principal		Amortized Cost		Fair Value

Senior secured:
Performing	$	6,403,275	$	6,288,205	$	6,197,808	$	5,754,196	$	5,642,935	$	5,568,237
Non-accrual(3)	—		—		—		—		—		—
One stop:
Performing	66,443,886		65,364,398		66,184,970		16,303,977		16,045,949		16,067,587
Non-accrual(3)	—		—		—		—		—		—
Second lien:
Performing	1,222,575		1,200,932		1,176,194		1,222,575		1,198,283		1,182,051
Non-accrual(3)	—		—		—		—		—		—
Subordinated debt:
Performing	161,927		158,874		161,927		—		—		—
Non-accrual(3)	—		—		—		—		—		—
Equity	N/A		4,560,542		4,769,904		N/A		172,259		172,257
Total	$	74,231,663	$	77,572,951	$	78,490,803	$	23,280,748	$	23,059,426	$	22,990,132

(1)As of March 31, 2022, $802,050 and $817,286 of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of interest due on such loan to be PIK interest.

(2)As of September 30, 2021, $426,349 and $429,557 of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of interest due on such loan to be PIK interest.

TABLE OF CONTENTS

(3)We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal and interest or our management has reasonable doubt that principal or interest will be collected. See “— Critical Accounting Policies — Revenue Recognition.”

As of March 31, 2022 and September 30, 2021, we had no loans on non-accrual status. As of March 31, 2022 and September 30, 2021, the fair value of our debt investments as a percentage of the outstanding principal value was 99.3% and 98.0%, respectively.

The following table shows the weighted average rate, spread over the applicable base rate of floating rate and fees of investments originated during the three and six months ended March 31, 2022:


	Three months ended	Six months ended
	March 31, 2022		March 31, 2022
Weighted average rate of new investment fundings	6.4%		6.5%
Weighted average spread over the applicable base rate of new floating rate investment fundings	5.7%		5.7%
Weighted average fees of new investment fundings	0.8%		1.1%
Weighted average rate of sales and payoffs of portfolio investments	6.5%		6.5%

As of March 31, 2022, 98.3% and 98.3% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of September 30, 2021, 73.7% and 73.4% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans.

As of March 31, 2022 and September 30, 2021, the portfolio median earnings before interest, taxes, depreciation and amortization, or EBITDA, for our portfolio companies was $48,998,000 and $30,394,000, respectively. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.

As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer

to as GC Advisors’ internal performance ratings:



Internal Performance Ratings
Rating						Definition
5						Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4						Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3						Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due.
2						Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due).
1						Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.

TABLE OF CONTENTS

GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.

The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of March 31, 2022 and September 30, 2021:


	As of March 31, 2022				As of September 30, 2021
Internal Performance Rating	Investments at Fair Value		Percentage of Total Investments		Investments at Fair Value		Percentage of Total Investments
5	$	—	—	%	$	—	—	%
4	78,077,686		99.5		22,990,132		100.0
3	413,117		0.5		—		—
2	—		—		—		—
1	—		—		—		—
Total	$	78,490,803	100.0	%	$	22,990,132	100.0	%

Distributions

We intend to make periodic distributions to our stockholders as determined by our board of directors. For additional information on distributions, see “Critical Accounting Policies - Income Taxes.”

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, the asset coverage requirements applicable to us as a business development company under the 1940 Act could limit our ability to make distributions. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations can differ from net investment income and realized gains recognized for financial reporting purposes. Differences are permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

To the extent our taxable earnings fall below the total amount of our distributions for any tax year, a portion of those distributions could be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders could be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be 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 will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.

TABLE OF CONTENTS

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•We entered into the Investment Advisory Agreement with GC Advisors. Each of Mr. Lawrence Golub, our chairman, and Mr. David Golub, our president and chief executive officer, is a manager of GC Advisors, and each of Messrs. Lawrence Golub and David Golub owns an indirect pecuniary interest in GC Advisors.

•GC Advisors voluntarily agreed to waive reimbursement from us for operating expenses during the quarters ended December 31, 2021.

•GC Advisors voluntarily agreed to waive any Income Incentive Fees due from us for the quarter ended December 31, 2021 and $7,423 of Income Incentive Fees for the quarter ended March 31, 2022.

•Golub Capital LLC provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.

•We have entered into a license agreement with Golub Capital LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.”

•Under a staffing agreement, or the Staffing Agreement, Golub Capital LLC has agreed to provide GC Advisors with the resources necessary to fulfill its obligations under the Investment Advisory Agreement. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee will serve in such capacity. Services under the Staffing Agreement are provided on a direct cost reimbursement basis. We are not a party to the Staffing Agreement.

•We have entered into the Adviser Revolver with GC Advisors in order to have the ability to borrow funds on a short-term basis.

•As of March 31, 2022, GGP Holdings LP, an affiliate of GC Advisors, had an aggregate commitment to us of $102,010,500. As of March 31, 2022, we have issued 1,972,819.000 shares of our common stock to GGP Holdings LP in exchange for aggregate capital contributions totaling $29,592,285. On April 1, 2022, GGP Holdings LP transferred its shares and capital commitments to its wholly-owned subsidiary, GGP Class B-P, LLC.

GC Advisors also sponsors or manages, and expects in the future to sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as “accounts”) that have investment mandates that are similar, in whole and in part, with ours. For example, GC Advisors presently serves as the investment adviser to Golub Capital BDC, Inc., a publicly-traded business development company (Nasdaq: GBDC) and Golub Capital BDC 3, Inc., both of which focus on investing primarily in one stop and other senior secured loans of U.S. middle-market companies. In addition, our officers and directors serve in similar capacities for Golub Capital BDC, Inc. and Golub Capital BDC 3, Inc. If GC Advisors and its affiliates determine that an investment is appropriate for us and for other such accounts, depending on the availability of such investment and other appropriate factors, and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates could determine that we should invest side-by-side with one or more other accounts. We do not intend to make any investments if they are not permitted by applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with GC Advisors’ allocation procedures.

In addition, we have adopted a formal code of ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the General Corporation Law of the State of Maryland.

TABLE OF CONTENTS

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.

Fair Value Measurements

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 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 can differ significantly from the values that would have been used had a readily available market value existed for such investments and differ materially from values that are ultimately 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.

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

TABLE OF CONTENTS

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 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 the three and six months ended March 31, 2022. 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.

Valuation of Investments

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 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 the Company’s valuations of debt and equity investments without readily available market quotations will be subject to review by an independent valuation firm and each portfolio company will be subject to review at least once on during a trailing twelve-month period. Investments originated during the three months ended September 30, 2021 were not subject to review by an independent valuation firm prior to October 1, 2022. As of March 31, 2022 and September 30, 2021, 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.

TABLE OF CONTENTS

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.

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.

Valuation of Other Financial Assets and Liabilities

Fair value of our debt is estimated using Level 3 inputs by discounting remaining payments using applicable implied market rates.

Revenue Recognition:

Our revenue recognition policies are as follows:

Investments and Related Investment Income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments. Premiums, discounts, and origination fees are amortized or accreted into interest income over the life of the respective debt investment. For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not likely to be collectible. In addition, we may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans and record these fees as fee income when earned. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from limited liability company, or LLC, and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

TABLE OF CONTENTS

We account for investment transactions on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in fair value of investments from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in our Consolidated Statements of Operations.

Non-accrual: Loans may be left on accrual status during the period we are pursuing repayment of the loan. Management reviews all loans that become past due 90 days or more on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. We restore non-accrual loans to accrual status when past due principal and interest are paid and, in our management’s judgment, are likely to remain current. As of March 31, 2022 and September 30, 2021, we had no portfolio company investments on non-accrual status.

Income taxes:

We intend to elect to be treated as a RIC under Subchapter M of the Code and will operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders, which will generally relieve us from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next tax year. We may then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For the three and six months ended March 31, 2022, we incurred $7,734 and $7,734, respectively, of U.S federal excise tax.

Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification may result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.

TABLE OF CONTENTS

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are subject to financial market risks, including changes in interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR, SOFR or another base rate and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a daily, monthly, quarterly, semi-annual or annual basis. The loans that are subject to floating LIBOR, SOFR or another base rate are also typically subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of March 31, 2022 and September 30, 2021, the weighted average floor on the loans subject to floating interest rates was 0.68% and 0.53%, respectively. In addition, the PNC Facility has a floating interest rate provision based on Term SOFR, Daily Simple SOFR, Canadian Bankers Acceptance Rate, Sterling Overnight Index Average, or the Euro Short-Term Rate plus a margin rate ranging from 1.75% and 2.15%. The Adviser Revolver has a floating interest rate provision equal to the short-term Applicable Federal Rate. We expect that other credit facilities into which we enter in the future may have floating interest rate provisions.

Assuming that the interim and unaudited Consolidated Statement of Financial Condition as of March 31, 2022 was to remain constant and that we took no actions to alter our interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.


Change in interest rates	Increase (decrease) in interest income		Increase (decrease) in interest expense		Net increase (decrease) in investment income

Down 25 basis points	$	(17,960)	$	(74,990)	$	57,030
Up 50 basis points	460,760		149,981		310,779
Up 100 basis points	815,843		299,961		515,882
Up 150 basis points	1,174,574		449,942		724,632
Up 200 basis points	1,533,305		599,922		933,383

Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of March 31, 2022, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowings under the Adviser Revolver, PNC Facility or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.

We could in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

TABLE OF CONTENTS

Item 4. Controls and Procedures.

As of March 31, 2022 (the end of the period covered by this report), management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Part II - Other Information

Item 1: Legal Proceedings.

We, GC Advisors and Golub Capital LLC may, from time to time, be involved in legal and regulatory proceedings arising out of our and their respective operations in the normal course of business or otherwise. While there can be no assurance of the ultimate disposition of any such proceedings, each of us, GC Advisors and Golub Capital LLC do not believe it is currently subject to any material legal proceedings.

Item 1A: Risk Factors.

You should carefully consider the risk factors set forth below and those described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, together with all of the other information included in this report. The risks set out below and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us could also impair our operations and performance. If any of these events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value could decline, and you could lose all or part of your investment. The risk factors described below and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 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.

Political uncertainty could adversely affect our business.

U.S. and non-U.S. markets could experience political uncertainty and/or change that subjects investments to heightened risks, including, for instance, risks related to the elections in the U.S., the large-scale invasion of Ukraine by Russia that began in February 2022, or the effect on world leaders and governments of the COVID-19 pandemic. These heightened risks could also include: increased risk of default (by both government and private issuers); greater social, trade, economic and political instability (including the risk of war or terrorist activity); greater governmental involvement in the economy; greater governmental supervision and regulation of the securities markets and market participants resulting in increased expenses related to compliance; greater fluctuations in currency exchange rates; controls or restrictions on foreign investment and/or trade, capital controls and limitations on repatriation of invested capital and on the ability to exchange currencies; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze); unavailability of currency hedging techniques; and slower

clearance. During times of political uncertainty and/or change, global markets often become more volatile. There could also be a lower level of monitoring and regulation of markets while a country is experiencing political uncertainty and/or change, and the activities of investors in such markets and enforcement of existing regulations could become more limited. Markets experiencing political uncertainty and/or change could have substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates typically have negative effects on such countries’ economies and markets. Tax laws could change materially, and any changes in tax laws could have an unpredictable effect on us, our investments and our investors. There can be no assurance that political changes will not cause us or our investors to suffer losses.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

Previously disclosed on Form 8-K filings.

Item 3: Defaults Upon Senior Securities.

None.

Item 4: Mine Safety Disclosures.

None.

Item 5: Other Information.

None.

10.1Item 6: Exhibits.

EXHIBIT INDEX



Number						Description

10.1						Articles of Amendment, effective as of March 14, 2022. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01412) filed on March 18, 2022).
10.2						Revolving Credit and Security Agreement, dated as of March 21, 2022, among Golub Capital Direct Lending Corporation and GDLC Funding LLC, as borrowers, PNC Bank, National Association, as administrative agent, collateral agent, and a Lender, and PNC Capital Markets LLC, as structuring agent. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01412) filed on March 24, 2022).



31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

_________________

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Golub Capital Direct Lending Corporation

Date: May 16, 2022	By	/s/ David B. Golub
		David B. Golub
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 16, 2022	By	/s/ Christopher C. Ericson
		Christopher C. Ericson
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

Exhibit 31.1

Certification of Chief Executive Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, David B. Golub, Chief Executive Officer, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Golub Capital Direct Lending Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022

/s/ David B. Golub

David B. Golub

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

Certification of Chief Financial Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Christopher C. Ericson, Chief Financial Officer, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of Golub Capital Direct Lending Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022

/s/ Christopher C. Ericson

Christopher C. Ericson

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Golub Capital Direct Lending Corporation and Subsidiaries (the “Company”), for the quarterly period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, David B. Golub and Christopher C. Ericson, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:


			(1)			The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


			(2)			The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	May 16, 2022	/s/ David B. Golub
		David B. Golub Chief Executive Officer

		/s/ Christopher C. Ericson
		Christopher C. Ericson Chief Financial Officer

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

Create E-mail Alert Related Categories

SEC Filings

Related Entities

Golub Capital

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 10-Q GOLUB CAPITAL DIRECT For: Mar 31

You May Also Be Interested In

Create E-mail Alert Related Categories

Related Entities

Sign up for StreetInsider Free!

Free News Feed