Golub Capital announces merger agreement with Golub Capital BDC 3

Golub Capital announced that it entered into a definitive merger agreement with Golub Capital BDC 3, with GBDC as the surviving company, subject to certain stockholder approvals and customary closing conditions. Following the merger, GBDC is expected to have $8.5 billion of total assets at fair value and investments in over 340 portfolio companies, on a pro forma basis as of September 30, 2023. The Boards of Directors of both GBDC and GBDC 3 have approved the transaction with the participation throughout by, and the unanimous support of, their respective independent directors. Under the terms of the proposed merger, stockholders of GBDC 3 will receive newly issued shares of GBDC based on a ratio determined shortly before merger close . GBDC 3 stockholders will receive GBDC shares based on a ratio that is the greater of: a NAV-for-NAV exchange of shares with GBDC; or if GBDC shares are trading at a premium to NAV at the closing of the merger, a number of shares of GBDC equal in value to GBDC 3’s NAV per share, plus a premium of up to 50% of any premium to NAV in the trading price of GBDC shares at merger close, with a maximum premium equal to 3% of GBDC 3’s NAV per share. The process for determining the Exchange Ratio is described more fully in the section below under the title “Exchange Ratio.”