Golub Capital BDC Inc美股招股说明书(2025-09-23版)

GOLUB CAPITAL BDC, INC.7.050% Notes due 2028 We are offering for sale $250,000,000 in aggregate principal amount of 7.050% notes due 2028, whichwe refer to as the Notes. The Notes will mature on December 5, 2028. We pay interest on the Notes semi-annually in arrears on June 5 and December 5 of each year. The Notes offered hereby are a further issuance of the7.050% notes due 2028 that we issued on December 5, 2023 in the aggregate principal amount of $450.0 million(the “Existing Notes”). The Notes offered hereby will be treated as a single series with the Existing Notes underthe indenture and will have the same terms as the Existing Notes (except the issue date, the offering price and theinitial interest payment date). The Notes offered hereby will have the same CUSIP number and will be fungibleand rank equally with the Existing Notes. Upon the issuance of the Notes offered hereby, the outstandingaggregate principal amount of our 7.050% notes due 2028 will be $700,000,000. Unless the context otherwiserequires, references herein to the “Notes” include the Notes offered hereby and the Existing Notes. We may redeem the Notes in whole or in part at any time, or from time to time, at the applicableredemption price discussed under the caption “Description of Notes — Optional Redemption” in this prospectussupplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchaseprice equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, therepurchase date upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Noteswill be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes are our general unsecured obligations that rank senior in right of payment to all of our futureindebtedness that is expressly subordinated in right of payment to the Notes, rankpari passuwith all existing andfuture unsecured unsubordinated indebtedness issued by us (including the 2026 Notes, the 2027 Notes, the 2029Notes and the Existing Notes, each as defined herein), rank effectively junior to all of our existing and futuresecured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of theassets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (includingtrade payables) incurred by our subsidiaries, financing vehicles or similar facilities. As of September 18, 2025, wehad approximately $4.9 billion of debt outstanding, $2.2 billion of which was unsecured senior indebtedness(represented by the 2026 Notes, the 2027 Notes, the 2029 Notes and the Existing Notes) that will rank equal tothe Notes, approximately $1.4 billion of which was indebtedness secured by substantially all of the assets of oursubsidiaries and that will be structurally senior to the Notes, and approximately $1.3 billion of which wasindebtedness secured by substantially all of our assets and that will be effectively senior to the Notes. We do notpresently expect to issue any subordinated debt. We are an externally managed, closed-end, non-diversified management investment company that haselected to be regulated as a business development company under the Investment Company Act of 1940, asamended, or the 1940 Act. Our investment objective is to generate current income and capital appreciation byinvesting primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loansand second lien or subordinated loans and that are often referred to by other middle-market lenders as unitrancheloans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lienand subordinated loans of, and warrants and minority equity securities in, U.S. middle-market companies. GC Advisors LLC serves as our investment adviser. Golub Capital LLC serves as our administrator. GCAdvisors LLC and Golub Capital LLC are affiliated with Golub Capital (as defined herein), a leading lender toU.S. middle-market companies with over $80.0 billion in capital under management as of July 1, 2025. Investing in our securities involves a high degree of risk. Before buying any securities, you should readthe discussion of the material risks of investing in our securities, including the risk of leverage, in “RiskFactors” beginning on page S-11of this prospectus supplement and on page8of the accompanyingprospectus or otherwise included in or incorporated by reference herein or the accompanying prospectusand in any free writing prospectuses we have authorized for use in connection with this offering, and undersimilar headings in the other documents that are incorporated by reference into this prospectussupplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus contain important information you shouldknow before investing in the Notes. Please read this