Document and Entity Information
Document and Entity Information | Oct. 06, 2023 |
Cover [Abstract] | |
Document Type | 424B3 |
Entity Registrant Name | GOLUB CAPITAL BDC, INC. |
Entity Central Index Key | 0001476765 |
Amendment Flag | false |
N-2
N-2 - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 06, 2023 | Mar. 31, 2023 | Jun. 09, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2022 | Sep. 30, 2021 | Oct. 05, 2023 | Jun. 30, 2023 | Jun. 07, 2022 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | |
Cover [Abstract] | |||||||||||||||||||||||||||||
Entity Central Index Key | 0001476765 | ||||||||||||||||||||||||||||
Amendment Flag | false | ||||||||||||||||||||||||||||
Document Type | 424B3 | ||||||||||||||||||||||||||||
Entity Registrant Name | GOLUB CAPITAL BDC, INC. | ||||||||||||||||||||||||||||
Fee Table [Abstract] | |||||||||||||||||||||||||||||
Shareholder Transaction Expenses [Table Text Block] | Stockholder transaction expenses: Sales load (as a percentage of offering price) 1.50 % (1) Offering expenses (as a percentage of offering price) 0.10 % (2) Dividend reinvestment plan expenses None (3) Total stockholder transaction expenses (as a percentage of offering price) 1.60 % Annual expenses (as a percentage of net assets attributable to common stock): Management fees 2.19 % (4) Incentive fees payable under the Investment Advisory Agreement (20%) 2.96 % (5) Interest payments on borrowed funds 5.83 % (6) Other expenses 0.68 % (7) Acquired fund fees and expenses — % Total annual expenses 11.66 % (8) (1) Amount reflects the maximum commission with respect to the shares of our common stock being sold in this offering, which we will pay to the Sales Agents in connection with sales of shares of our common stock effected by the Sales Agents in this offering. There is no guarantee that we will sell any shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. (2) Amount reflects estimated offering expenses of approximately $250,000 and assumes we sell $250,000,000 of common stock under the Equity Distribution Agreement. (3) The expenses associated with the dividend reinvestment plan are included in “Other expenses.” See “Dividend Reinvestment Plan” in the accompanying prospectus. | Stockholder transaction expenses: Sales load (as a percentage of offering price) — % (1) Offering expenses (as a percentage of offering price) — % (2) Dividend reinvestment plan expenses None (3) Total stockholder transaction expenses (as a percentage of offering price) — % Annual expenses (as a percentage of net assets attributable to common stock): Management fees 2.75 % (4) Incentive fees payable under the Investment Advisory Agreement 0.00 % (5) Interest payments on borrowed funds 2.94 % (6) Other expenses 0.42 % (7) Acquired fund fees and expenses — % Total annual expenses 6.11 % (8) (1) In the event that the securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load. (2) The related prospectus supplement will disclose the estimated amount of total offering expenses (which may include offering expenses borne by third parties on our behalf), the offering price and the offering expenses borne by us as a percentage of the offering price. | |||||||||||||||||||||||||||
Sales Load [Percent] | 1.50% | ||||||||||||||||||||||||||||
Dividend Reinvestment and Cash Purchase Fees | $ 0 | $ 0 | |||||||||||||||||||||||||||
Other Transaction Expenses [Abstract] | |||||||||||||||||||||||||||||
Other Transaction Expense 1 [Percent] | 0.10% | ||||||||||||||||||||||||||||
Other Transaction Expenses [Percent] | 1.60% | ||||||||||||||||||||||||||||
Annual Expenses [Table Text Block] | Stockholder transaction expenses: Sales load (as a percentage of offering price) 1.50 % (1) Offering expenses (as a percentage of offering price) 0.10 % (2) Dividend reinvestment plan expenses None (3) Total stockholder transaction expenses (as a percentage of offering price) 1.60 % Annual expenses (as a percentage of net assets attributable to common stock): Management fees 2.19 % (4) Incentive fees payable under the Investment Advisory Agreement (20%) 2.96 % (5) Interest payments on borrowed funds 5.83 % (6) Other expenses 0.68 % (7) Acquired fund fees and expenses — % Total annual expenses 11.66 % (8) (4) Effective as of July 1, 2023, our management fee is calculated at an annual rate equal to 1.0% and is based on the average adjusted gross assets (including assets purchased with borrowed funds and securitization-related assets, leverage, 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 on such assets) at the end of the two most recently completed calendar quarters and is payable quarterly in arrears. See “ Item 1. Business — Management Agreements ” in our most recent Annual Report on Form 10-K and “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments ” in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, each of which is incorporated by reference herein. The management fee referenced in the table above is based on actual amounts incurred during the nine months ended June 30, 2023 by GC Advisors in its capacity as investment adviser to us and collateral manager to the 2018 Issuer and the GCIC 2018 Issuer, collectively the Securitization Issuers, annualized for a full year and adjusted on a retroactive basis for the reduction in our base management fee from 1.375% to 1.0%, effective as of July 1, 2023. The adjusted estimate of our annualized base management fees based on actual expenses for the nine months ended June 30, 2023 assumes net assets of $2.5159 billion and leverage of $3.1689 billion, which reflects our net assets and leverage as of June 30, 2023. GC Advisors, as collateral manager for the 2018 Issuer under a collateral management agreement, or the 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid directly by the 2018 Issuer to GC Advisors and offset against such management fee. Accordingly, the base management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the 2018 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.35% fee paid to GC Advisors by the 2018 Issuer. Under the 2018 Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The 2018 Collateral Management Agreement does not include any incentive fee payable to GC Advisors. GC Advisors, as collateral manager for the GCIC 2018 Issuer under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. This fee, which is less than the management fee payable under the Investment Advisory Agreement, is paid directly by the GCIC 2018 Issuer to GC Advisors and offset against such management fee. Accordingly, the base management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through the GCIC 2018 Issuer, is reduced, on a dollar-for-dollar basis, by an amount equal to such 0.35% fee paid to GC Advisors by the GCIC 2018 Issuer. Under the GCIC 2018 Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date. This fee may be waived by the collateral manager. The GCIC 2018 Collateral Management Agreement does not include any incentive fee payable to GC Advisors. For purposes of this table, the SEC requires that the “Management fees” percentage be calculated as a percentage of net assets attributable to common stock, rather than total assets, including assets that have been funded with borrowed monies because common stockholders bear all of this cost. If the base management fee portion of the “Management fees” percentage were calculated instead as a percentage of our total assets, our base management fee portion of the “Management fees” percentage would be approximately 0.96% of total assets. (5) The incentive fee referenced in the table above is based on actual amounts of the income component of the incentive fee incurred during the nine months ended June 30, 2023, annualized for a full year and adjusted on a retroactive basis for the reduction in our base management fee from 1.375% to 1.0%, effective as of July 1, 2023. As of June 30, 2023, no amount was payable for the capital gains component under the Investment Advisory Agreement. We have structured the calculation of the incentive fee to include a fee limitation such that no incentive fee will be paid to GC Advisors for any quarter if, after such payment, the cumulative incentive fees paid to GC Advisors since the effective date of our election to become a business development company would be greater than 20.0% of our cumulative pre-incentive fee net income. (6) Interest payments on borrowed funds is based on our cost of funds on our outstanding indebtedness for the nine months ended June 30, 2023, which, as of June 30, 2023, consisted of $780.9 million of indebtedness outstanding under JPM Credit Facility, $941.3 million in notes issued through the Debt Securitizations, $500.0 million of 2024 Notes, $600.0 million of 2026 Notes, and $350.0 million of 2027 Notes. For the nine months ended June 30, 2023, the annualized cost of funds for our total debt outstanding, which includes all interest, accretion of discounts, and amortization of debt issuance costs on the Debt Securitizations, was 4.79%. Debt issuance costs represent fees and other direct incremental costs incurred in connection with our Debt Securitizations. These fees include a structuring and placement fee paid to Morgan Stanley & Co. LLC for its services in connection with the initial structuring of the 2018 Debt Securitization and legal fees, accounting fees, rating agency fees and all other costs associated with the 2018 Debt Securitization. (7) Includes our overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by the Administrator, and any acquired fund fees and expenses that are not required to be disclosed separately. “Other expenses” also includes the ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports and providing required services in connection with the administration of each of the Debt Securitizations. Additionally, “Other expenses” includes the actual amount incurred for U.S. federal excise tax. With the exception of the U.S. federal excise tax, “Other expenses” are based on actual amounts incurred during the nine months ended June 30, 2023, annualized for a full year. The U.S. federal excise tax is not annualized as the expense incurred during the nine months ended June 30, 2023 was calculated for a twelve-month period. The administrative expenses of each of the Securitization Issuers are paid on each payment date in two parts: (1) a component that is paid in a priority to other amounts distributed by the applicable Securitization Issuer, subject to a cap equal to the sum of 0.04% per annum of the adjusted principal balance of the portfolio loans and other assets held by the applicable Securitization Issuer on the last day of the collection period relating to such payment date, plus $150,000 per annum, and (2) a component that is paid in a subordinated position relative to other amounts distributed by the applicable Securitization Issuer equal to any amounts that exceed the aforementioned administrative expense cap. (8) All of our expenses, including all expenses of each of the Debt Securitizations, are disclosed in the appropriate line items under “Annual Expenses (as a percentage of net assets attributable to common stock).” “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and after taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been funded with borrowed monies. The reason for presenting expenses as a percentage of net assets attributable to common stockholders is that our common stockholders bear all of our fees and expenses. | Stockholder transaction expenses: Sales load (as a percentage of offering price) — % (1) Offering expenses (as a percentage of offering price) — % (2) Dividend reinvestment plan expenses None (3) Total stockholder transaction expenses (as a percentage of offering price) — % Annual expenses (as a percentage of net assets attributable to common stock): Management fees 2.75 % (4) Incentive fees payable under the Investment Advisory Agreement 0.00 % (5) Interest payments on borrowed funds 2.94 % (6) Other expenses 0.42 % (7) Acquired fund fees and expenses — % Total annual expenses 6.11 % (8) (3) The expenses associated with the dividend reinvestment plan are included in “Other expenses.” See “Dividend Reinvestment Plan.” (4) Our management fee is calculated at an annual rate equal to 1.375% and is based on the average adjusted gross assets (including assets purchased with borrowed funds and securitization-related assets, leverage, 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 on such assets) at the end of the two most recently completed calendar quarters and is payable quarterly in arrears. See “Business — Management Agreements — Investment Advisory Agreement — Management Fee” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. The management fee referenced in the table above is annualized and based on actual amounts incurred by us during the three months ended March 31, 2022, excluding the one-time waiver recognized during the three months ended March 31, 2022 of $1.9 million. The estimate of our annualized base management fees based on actual expenses for the quarter ended March 31, 2022 assumes net assets of $2,624 million and leverage of $2,981 million, which reflects our net assets and leverage as of March 31, 2022. GC Advisors, as collateral manager for Golub Capital BDC CLO III LLC, a Delaware LLC and our indirect subsidiary, or the 2018 Issuer, under a collateral management agreement, or the 2018 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2018 Collateral Management Agreement, the term “collection period” refers to the period commencing on the third business day prior to the preceding payment date and ending on (but excluding) the third business day prior to such payment date. GC Advisors, as collateral manager for GCIC CLO II LLC, a Delaware LLC and our indirect subsidiary, or the GCIC 2018 Issuer, under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2018 GCIC Collateral Management Agreement, the term “collection period” generally refers to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date. The collateral management fees described above are less than the management fee payable under the Investment Advisory Agreement and are paid directly by the 2018 Issuer and GCIC 2018 Issuer, as applicable, to GC Advisors and are offset against the management fees payable under the Investment Advisory Agreement. Accordingly, the 1.375% base management fee paid by us to GC Advisors under the Investment Advisory Agreement on all of our assets, including those indirectly held through each of the 2018 Issuer and the GCIC 2018 Issuer, is reduced, on a dollar for dollar basis, by an amount equal to the 0.25% and 0.35% fees paid to GC Advisors by the 2018 Issuer and GCIC 2018 Issuer, respectively. For purposes of this table, the SEC requires that the “Management fees” percentage be calculated as a percentage of net assets attributable to common stock, rather than total assets, including assets that have been funded with borrowed monies, because common stockholders bear all of this cost. If the base management fee portion of the “Management fees” percentage were calculated instead as a percentage of our total assets, our base management fee portion of the “Management fees” percentage would be approximately 1.28% of total assets. (5) The incentive fee referenced in the table above is based on actual amounts of the income component of the incentive fee incurred during the three months ended March 31, 2022, annualized for a full year, and the capital gains component payable under the Investment Advisory Agreement as of March 31, 2022. For the three months ended March 31, 2022, there was no amount incurred of the income component of the incentive fee and as of March 31, 2022, there was no capital gains component payable under the Investment Advisory Agreement. We have structured the calculation of the incentive fee to include a fee limitation such that no incentive fee will be paid to GC Advisors for any quarter if, after such payment, the cumulative incentive fees paid to GC Advisors since the effective date of our election to become a business development company would be greater than 20.0% of our cumulative pre-incentive fee net income. For a more detailed discussion of the calculation of the incentive fee, see “Business — Management Agreements — Income and Capital Gains Incentive Fee Calculation” included in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. (6) Interest payments on borrowed funds is based on our cost of funds on our outstanding indebtedness for the three months ended March 31, 2022, which consisted of $580.8 million of indebtedness outstanding under Revolving Credit Facilities, $1,446.9 million of principal outstanding less unamortized premium and / or unaccreted original issue discount on our unsecured notes and $953.3 million of principal outstanding less unaccreted discount recognized on the assumption of the GCIC 2018 Debt Securitization in the Merger in notes issued through the Debt Securitizations. For the three months ended March 31, 2022, the annualized cost of funds for our total debt outstanding, which includes all interest and amortization of debt issuance costs on the Debt Securitizations, was 2.8%. Debt issuance costs represent fees and other direct incremental costs incurred in connection with our Debt Securitizations. These fees also include a structuring and placement fee paid to Morgan Stanley & Co. LLC for its services in connection with the initial structuring of the 2018 Debt Securitization and legal fees, accounting fees, rating agency fees and all other costs associated with the 2018 Debt Securitization and GCIC 2018 Debt Securitization. (7) Includes our overhead expenses, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by the Administrator, and any acquired fund fees and expenses that are not required to be disclosed separately. See “Business — Management Agreements — Administration Agreement” included in our most Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. “Other expenses” are estimated based on the annualized amounts incurred for the three months ended March 31, 2022. (8) “Total annual expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “Total annual expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been funded with borrowed monies. The reason for presenting expenses as a percentage of net assets attributable to common stockholders is that our common stockholders bear all of our fees and expenses. | |||||||||||||||||||||||||||
Management Fees [Percent] | 2.19% | 2.75% | |||||||||||||||||||||||||||
Interest Expenses on Borrowings [Percent] | 5.83% | 2.94% | |||||||||||||||||||||||||||
Incentive Fees [Percent] | 2.96% | 0% | |||||||||||||||||||||||||||
Other Annual Expenses [Abstract] | |||||||||||||||||||||||||||||
Other Annual Expenses [Percent] | 0.68% | 0.42% | |||||||||||||||||||||||||||
Total Annual Expenses [Percent] | 11.66% | 6.11% | |||||||||||||||||||||||||||
Expense Example [Table Text Block] | You would pay the following expenses on a $1,000 investment 1 year 3 years 5 years 10 years Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation) $ 61 $ 181 $ 299 $ 581 Assuming a 5% annual return (assumes return entirely from realized capital gains and thus subject to the capital gain incentive fee) $ 71 $ 209 $ 341 $ 647 | ||||||||||||||||||||||||||||
Expense Example, Year 01 | $ 71 | ||||||||||||||||||||||||||||
Expense Example, Years 1 to 3 | 209 | ||||||||||||||||||||||||||||
Expense Example, Years 1 to 5 | 341 | ||||||||||||||||||||||||||||
Expense Example, Years 1 to 10 | $ 647 | ||||||||||||||||||||||||||||
Purpose of Fee Table , Note [Text Block] | The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. Actual costs and expenses incurred by investors in shares of our common stock may be greater than the percentage estimates in the table below. The following table excludes one-time fees payable to third parties not affiliated with GC Advisors that were incurred in connection with each of the 2018 Debt Securitization (as defined below) and the GCIC 2018 Debt Securitization (as defined below), or, collectively, the Debt Securitizations, but includes all of the applicable ongoing fees and expenses of the Debt Securitizations. Whenever this prospectus contains a reference to fees or expenses paid by “us” or “Golub Capital BDC,” or that “we” will pay fees or expenses, our common stockholders will indirectly bear such fees or expenses. | ||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities [Table Text Block] | SENIOR SECURITIES Information about our senior securities is shown as of the dates indicated in the below table which is derived from our consolidated financial statements and related notes. This information about our senior securities should be read in conjunction with our audited and unaudited consolidated financial statements and related notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments reflected in subsequent filings with the SEC. Total Amount Outstanding Involuntary Exclusive of Liquidating Average Treasury Asset Coverage Preference per Market Value Class and Year Securities (1) per Unit (2) Unit (3) per Unit (4) (In thousands) TRS September 30, 2011 $ 77,986 $ 2,240 — N/A 2010 Debt Securitization September 30, 2011 $ 174,000 $ 2,240 — N/A September 30, 2012 $ 174,000 $ 2,632 — N/A September 30, 2013 $ 203,000 $ 3,717 — N/A September 30, 2014 $ 215,000 $ 2,491 — N/A September 30, 2015 $ 215,000 $ 2,373 — N/A September 30, 2016 $ 215,000 $ 2,488 — N/A September 30, 2017 $ 205,000 $ 2,852 — N/A 2014 Debt Securitization September 30, 2014 $ 246,000 $ 2,491 — N/A September 30, 2015 $ 246,000 $ 2,373 — N/A September 30, 2016 $ 246,000 $ 2,488 — N/A September 30, 2017 $ 246,000 $ 2,852 — N/A September 30, 2018 $ 197,483 $ 2,695 — N/A September 30, 2019 $ 126,344 $ 2,203 — N/A 2018 Debt Securitization September 30, 2019 $ 408,200 $ 2,203 — N/A September 30, 2020 $ 408,200 $ 2,321 — N/A September 30, 2021 $ 408,200 $ 2,000 — N/A March 31, 2022 (unaudited) $ 408,200 $ 1,876 — N/A GCIC 2018 Debt Securitization (5) September 30, 2019 $ 541.023 $ 2,203 — N/A September 30, 2020 $ 542,378 $ 2,321 — N/A September 30, 2021 $ 544,167 $ 2,000 — N/A March 31, 2022 (unaudited) $ 545,059 $ 1,876 — N/A 2020 Debt Securitization September 30, 2020 $ 189,000 $ 2,321 — N/A Credit Facility September 30, 2011 $ 2,383 $ 2,240 — N/A September 30, 2012 $ 54,800 $ 2,632 — N/A Total Amount Outstanding Involuntary Exclusive of Liquidating Average Treasury Asset Coverage Preference per Market Value Class and Year Securities (1) per Unit (2) Unit (3) per Unit (4) (In thousands) September 30, 2013 $ 29,600 $ 3,717 — N/A September 30, 2014 $ 27,400 $ 2,491 — N/A September 30, 2015 $ 127,250 $ 2,373 — N/A September 30, 2016 $ 126,700 $ 2,488 — N/A September 30, 2017 $ 63,100 $ 2,852 — N/A September 30, 2018 $ 136,000 $ 2,695 — N/A MS Credit Facility September 30, 2018 $ 234,700 $ 2,695 — N/A MS Credit Facility II September 30, 2019 $ 259,946 $ 2,203 — N/A September 30, 2020 $ 313,292 $ 2,321 — N/A September 30, 2021 $ 0 $ 2,000 — N/A March 31, 2022 (unaudited) $ 0 $ 1,876 — N/A JPM Credit Facility September 30, 2021 $ 472,102 $ 2,000 — N/A March 31, 2022 (unaudited) $ 580,788 $ 1,876 — N/A WF Credit Facility September 30, 2019 $ 253,847 $ 2,203 — N/A September 30, 2020 $ 199,554 $ 2,321 — N/A DB Credit Facility September 30, 2019 $ 248,042 $ 2,203 — N/A September 30, 2020 $ 153,524 $ 2,321 — N/A Revolver September 30, 2014 $ 0 $ 2,491 — N/A September 30, 2015 $ 0 $ 2,373 — N/A Adviser Revolver September 30, 2016 $ 0 $ 2,488 — N/A September 30, 2017 $ 0 $ 2,852 — N/A September 30, 2018 $ 0 $ 2,695 — N/A September 30, 2019 $ 0 $ 2,203 — N/A September 30, 2020 $ 0 $ 2,321 — N/A September 30, 2021 $ 0 $ 2,000 — N/A March 31, 2022 (unaudited) $ 0 $ 1,876 — N/A SBA Debentures September 30, 2011 $ 61,300 $ 2,240 — N/A September 30, 2012 $ 123,500 $ 2,632 — N/A September 30, 2013 $ 179,500 $ 3,717 — N/A Total Amount Outstanding Involuntary Exclusive of Liquidating Average Treasury Asset Coverage Preference per Market Value Class and Year Securities (1) per Unit (2) Unit (3) per Unit (4) (In thousands) September 30, 2014 $ 208,750 $ 2,491 — N/A September 30, 2015 $ 225,000 $ 2,373 — N/A September 30, 2016 $ 277,000 $ 2,488 — N/A September 30, 2017 $ 267,000 $ 2,852 — N/A September 30, 2018 $ 277,500 $ 2,695 — N/A September 30, 2019 $ 287,000 $ 2,203 — N/A September 30, 2020 $ 217,750 $ 2,321 — N/A 2024 Notes (6) September 30, 2021 $ 399,770 $ 2,000 — $ 1,034 March 31, 2022 (unaudited) $ 502,824 $ 1,876 — $ 1,017 2026 Notes (7) September 30, 2021 $ 398,927 $ 2,000 — $ 1,004 March 31, 2022 (unaudited) $ 597,664 $ 1,876 — $ 965 2027 Notes (8) September 30, 2021 $ 346,062 $ 2,000 — $ 990 March 31, 2022 (unaudited) $ 346,427 $ 1,876 — $ 943 Total Debt (9) September 30, 2011 $ 254,369 $ 2,240 — N/A September 30, 2012 $ 228,800 $ 2,632 — N/A September 30, 2013 $ 232,600 $ 3,717 — N/A September 30, 2014 $ 488,400 $ 2,491 — N/A September 30, 2015 $ 588,250 $ 2,373 — N/A September 30, 2016 $ 587,700 $ 2,488 — N/A September 30, 2017 $ 514,100 $ 2,852 — N/A September 30, 2018 $ 568,183 $ 2,695 — N/A September 30, 2019 $ 1,837,392 $ 2,203 — N/A September 30, 2020 $ 1,805,948 $ 2,321 — N/A September 30, 2021 $ 2,569,228 $ 2,000 — N/A March 31, 2022 (unaudited) $ 2,980,962 $ 1,876 — N/A (1) Total amount of each class of senior securities outstanding at the end of the period presented. (2) Asset coverage 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 per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. (3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “ — ” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities. (4) Not applicable because such senior securities are not registered for public trading, with the exception of the 2024 Notes, the 2026 Notes and the 2027 Notes. The average market value per unit calculated for the 2024 Notes, the 2026 Notes and the 2027 Notes is based on the average monthly prices of such notes and is expressed per $1,000 of indebtedness. (5) Represents $546,500,000 of outstanding GCIC 2018 Notes less the unamortized discount recognized on the assumption of the GCIC 2018 Debt Securitization in the Merger. (6) As of September 30, 2021, represents $400,000,000 outstanding of 2024 Notes less the unamortized discount recognized upon origination and as of March 31, 2022 (unaudited), represents $500,000,000 outstanding of 2024 Notes less the unamortized net discount recognized upon origination. (7) As of September 30, 2021, represents $400,000,000 outstanding of 2026 Notes less the unamortized discount recognized upon origination and as of March 31, 2022 (unaudited), represents $600,000,000 outstanding of 2026 Notes less the unamortized net discount recognized upon origination. (8) Represents $400,000,000 outstanding of 2027 Notes less the unamortized discount recognized upon origination. (9) These amounts exclude the SBA Debentures pursuant to exemptive relief we received from the SEC on September 13, 2011. There were no SBA Debentures outstanding as of and subsequent to September 30, 2021. | ||||||||||||||||||||||||||||
Senior Securities Amount | $ 2,980,962 | $ 2,980,962 | $ 2,569,228 | $ 1,805,948 | $ 2,980,962 | $ 2,569,228 | $ 1,837,392 | $ 568,183 | $ 514,100 | $ 587,700 | $ 588,250 | $ 488,400 | $ 232,600 | $ 228,800 | $ 254,369 | ||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 2,321 | $ 1,876 | $ 2,000 | $ 2,203 | $ 2,695 | $ 2,852 | $ 2,488 | $ 2,373 | $ 2,491 | $ 3,717 | $ 2,632 | $ 2,240 | ||||||||||||||
General Description of Registrant [Abstract] | |||||||||||||||||||||||||||||
Risk Factors [Table Text Block] | RISK FACTORS Investing in our securities involves a number of significant risks. Before you invest in our securities, you should carefully consider various risks described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as well as in subsequent filings with the SEC that are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference, and any prospectus supplement and free writing prospectus that we may authorize for use in connection with this offering. The risks set out in these documents are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of these risks occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described in these documents 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. | ||||||||||||||||||||||||||||
Share Price [Table Text Block] | Premium Premium (Discount) of Dividends of High Low Sales and Closing Sales Price (2) Sales Price to Distributions Period NAV (1) High Low Price (3) NAV (3) Declared Fiscal year ending September 30, 2022 Third quarter (through June 7, 2022) N/A $ 15.48 $ 13.60 N/A N/A $ 0.30 (4) Second quarter $ 15.35 $ 16.10 $ 14.70 4.9 % (4.2) % $ 0.30 First quarter $ 15.26 $ 15.99 $ 14.86 4.8 % (2.6) % $ 0.30 Fiscal year ending September 30, 2021 Fourth quarter $ 15.19 $ 16.01 $ 15.17 5.4 % (0.1) % $ 0.29 Third quarter $ 15.06 $ 16.10 $ 14.72 6.9 % (2.3) % $ 0.29 Second quarter $ 14.86 $ 15.36 $ 14.08 3.4 % (5.2) % $ 0.29 First quarter $ 14.60 $ 14.15 $ 12.66 (3.1) % (13.3) % $ 0.29 Fiscal year ended September 30, 2020 Fourth quarter $ 14.33 $ 13.44 $ 11.31 (6.2) % (21.1) % $ 0.29 Third quarter $ 14.05 $ 12.65 $ 9.58 (10.0) % (31.8) % $ 0.29 Second quarter $ 14.62 $ 18.14 $ 9.55 24.1 % (34.7) % $ 0.33 First quarter $ 16.66 $ 18.56 $ 17.70 11.4 % 6.2 % $ 0.46 (5) (1) Net Asset Value, or NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of the each period. (2) On May 15, 2020, we completed a transferable rights offering. The Closing Sales Prices shown have not been adjusted to account for the bonus element associated with the rights issued detailed in Note 11 of the consolidated notes to the financial statements in our most recent Annual Report on Form 10-K. (3) Calculated as of the respective high or low closing sales price divided by the quarter-end NAV. (4) On May 6, 2022, our board of directors declared a quarterly distribution of $0.30 per share payable on June 29, 2022 to holders of record of common stock as of June 3, 2022. (5) Includes a special distribution of $0.13 per share. | ||||||||||||||||||||||||||||
Lowest Price or Bid | $ 13.60 | 14.70 | $ 14.86 | 15.17 | $ 14.72 | $ 14.08 | $ 12.66 | 11.31 | $ 9.58 | $ 9.55 | $ 17.70 | ||||||||||||||||||
Highest Price or Bid | $ 15.48 | $ 16.10 | $ 15.99 | $ 16.01 | $ 16.10 | $ 15.36 | $ 14.15 | $ 13.44 | $ 12.65 | $ 18.14 | $ 18.56 | ||||||||||||||||||
Highest Price or Bid, Premium (Discount) to NAV [Percent] | 4.90% | 4.80% | 5.40% | 6.90% | 3.40% | (3.10%) | (6.20%) | (10.00%) | 24.10% | 11.40% | |||||||||||||||||||
Lowest Price or Bid, Premium (Discount) to NAV [Percent] | (4.20%) | (2.60%) | (0.10%) | (2.30%) | (5.20%) | (13.30%) | (21.10%) | (31.80%) | (34.70%) | 6.20% | |||||||||||||||||||
Share Price | $ 14.12 | $ 13.85 | |||||||||||||||||||||||||||
NAV Per Share | $ 15.35 | $ 15.35 | $ 15.35 | $ 14.83 | |||||||||||||||||||||||||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |||||||||||||||||||||||||||||
Capital Stock [Table Text Block] | DESCRIPTION OF OUR CAPITAL STOCK The following description is based on relevant portions of the DGCL and on our certificate of incorporation and bylaws. This summary is not necessarily complete, and we refer you to the DGCL and our certificate of incorporation and bylaws for a more detailed description of the provisions summarized below. Capital Stock Our authorized stock currently consists of 350,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share. Our common stock is traded on The Nasdaq Global Select Market under the ticker symbol “GBDC”. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans. Under Delaware law, our stockholders generally are not personally liable for our debts or obligations. The following are our outstanding classes of securities as of March 31, 2022: (4) Amount (3) Outstanding (2) Amount held by Exclusive of Amount us or for Our Amounts shown Title of Class authorized Account Under (3) Common Stock 350,000,000 — 170,895,670 Preferred Stock 1,000,000 — — All shares of our common stock have equal rights as to earnings, assets, dividends and other distributions and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of funds legally available therefrom. Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except when their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will not be able to elect any directors. | ||||||||||||||||||||||||||||
TRS [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 77,986 | ||||||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,240 | ||||||||||||||||||||||||||||
Debt 2010 Securitization [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 205,000 | $ 215,000 | $ 215,000 | $ 215,000 | $ 203,000 | $ 174,000 | $ 174,000 | ||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,852 | $ 2,488 | $ 2,373 | $ 2,491 | $ 3,717 | $ 2,632 | $ 2,240 | ||||||||||||||||||||||
Debt 2014 Securitization [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 126,344 | $ 197,483 | $ 246,000 | $ 246,000 | $ 246,000 | $ 246,000 | |||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,203 | $ 2,695 | $ 2,852 | $ 2,488 | $ 2,373 | $ 2,491 | |||||||||||||||||||||||
Debt 2018 Securitization [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 408,200 | $ 408,200 | $ 408,200 | $ 408,200 | $ 408,200 | $ 408,200 | $ 408,200 | ||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 2,321 | $ 1,876 | $ 2,000 | $ 2,203 | ||||||||||||||||||||||
GCIC 2018 Debt Securitization [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 545,059 | $ 545,059 | $ 544,167 | $ 542,378 | $ 545,059 | $ 544,167 | $ 541.023 | ||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 2,321 | $ 1,876 | $ 2,000 | $ 2,203 | ||||||||||||||||||||||
Debt 2020 Securitization [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 189,000 | ||||||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,321 | ||||||||||||||||||||||||||||
Credit Facility [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 136,000 | $ 63,100 | $ 126,700 | $ 127,250 | $ 27,400 | $ 29,600 | $ 54,800 | $ 2,383 | |||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,695 | $ 2,852 | $ 2,488 | $ 2,373 | $ 2,491 | $ 3,717 | $ 2,632 | $ 2,240 | |||||||||||||||||||||
MS Credit Facility [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 234,700 | ||||||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,695 | ||||||||||||||||||||||||||||
MS Credit Facility II [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 0 | $ 0 | $ 0 | $ 313,292 | $ 0 | $ 0 | $ 259,946 | ||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 2,321 | $ 1,876 | $ 2,000 | $ 2,203 | ||||||||||||||||||||||
JPM Credit Facility [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 580,788 | $ 580,788 | $ 472,102 | $ 580,788 | $ 472,102 | ||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 1,876 | $ 2,000 | ||||||||||||||||||||||||
WF Credit Facility [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 199,554 | $ 253,847 | |||||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,321 | $ 2,203 | |||||||||||||||||||||||||||
DB Credit Facility [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 153,524 | $ 248,042 | |||||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,321 | $ 2,203 | |||||||||||||||||||||||||||
Revolver [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 0 | $ 0 | |||||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,373 | $ 2,491 | |||||||||||||||||||||||||||
Adviser Revolver [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 2,321 | $ 1,876 | $ 2,000 | $ 2,203 | $ 2,695 | $ 2,852 | $ 2,488 | |||||||||||||||||||
SBA Debentures [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 217,750 | $ 287,000 | $ 277,500 | $ 267,000 | $ 277,000 | $ 225,000 | $ 208,750 | $ 179,500 | $ 123,500 | $ 61,300 | |||||||||||||||||||
Senior Securities Coverage per Unit | $ 2,321 | $ 2,203 | $ 2,695 | $ 2,852 | $ 2,488 | $ 2,373 | $ 2,491 | $ 3,717 | $ 2,632 | $ 2,240 | |||||||||||||||||||
Notes 2024 [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 502,824 | $ 502,824 | $ 399,770 | $ 502,824 | $ 399,770 | ||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 1,876 | $ 2,000 | ||||||||||||||||||||||||
Senior Securities Average Market Value per Unit | $ 1,017 | $ 1,034 | |||||||||||||||||||||||||||
Notes 2026 [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 597,664 | $ 597,664 | $ 398,927 | $ 597,664 | $ 398,927 | ||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 1,876 | $ 2,000 | ||||||||||||||||||||||||
Senior Securities Average Market Value per Unit | $ 965 | $ 1,004 | |||||||||||||||||||||||||||
Notes 2027 [Member] | |||||||||||||||||||||||||||||
Financial Highlights [Abstract] | |||||||||||||||||||||||||||||
Senior Securities Amount | $ 346,427 | $ 346,427 | $ 346,062 | $ 346,427 | $ 346,062 | ||||||||||||||||||||||||
Senior Securities Coverage per Unit | $ 1,876 | $ 1,876 | $ 2,000 | $ 1,876 | $ 2,000 | ||||||||||||||||||||||||
Senior Securities Average Market Value per Unit | $ 943 | $ 990 | |||||||||||||||||||||||||||
Common Shares [Member] | |||||||||||||||||||||||||||||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |||||||||||||||||||||||||||||
Security Title [Text Block] | common stock | ||||||||||||||||||||||||||||
Security Dividends [Text Block] | Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of funds legally available therefrom | ||||||||||||||||||||||||||||
Security Voting Rights [Text Block] | Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will not be able to elect any directors | ||||||||||||||||||||||||||||
Security Liquidation Rights [Text Block] | In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time | ||||||||||||||||||||||||||||
Security Preemptive and Other Rights [Text Block] | Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except when their transfer is restricted by federal and state securities laws or by contract | ||||||||||||||||||||||||||||
Outstanding Securities [Table Text Block] | (4) Amount (3) Outstanding (2) Amount held by Exclusive of Amount us or for Our Amounts shown Title of Class authorized Account Under (3) Common Stock 350,000,000 — 170,895,670 Preferred Stock 1,000,000 — — | ||||||||||||||||||||||||||||
Outstanding Security, Authorized [Shares] | 350,000,000 | ||||||||||||||||||||||||||||
Outstanding Security, Not Held [Shares] | 170,895,670 | ||||||||||||||||||||||||||||
Preferred Shares [Member] | |||||||||||||||||||||||||||||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |||||||||||||||||||||||||||||
Security Title [Text Block] | preferred stock | ||||||||||||||||||||||||||||
Security Liquidation Rights [Text Block] | For any series of preferred stock that we issue, our board of directors will determine and the articles supplementary and the prospectus supplement relating to such series will describe: ● the designation and number of shares of such series; ● the rate and time at which, and the preferences and conditions under which, any dividends or ● other distributions will be paid on shares of such series, as well as whether such dividends or other distributions are participating or non-participating; ● any provisions relating to convertibility or exchangeability of the shares of such series, including adjustments to the conversion price of such series; ● the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs; ● the voting powers, if any, of the holders of shares of such series; ● any provisions relating to the redemption of the shares of such series; | ||||||||||||||||||||||||||||
Security Liabilities [Text Block] | ● any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding; | ||||||||||||||||||||||||||||
Security Preemptive and Other Rights [Text Block] | ● any other relative powers, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof. | ||||||||||||||||||||||||||||
Preferred Stock Restrictions, Other [Text Block] | ● any conditions or restrictions on our ability to issue additional shares of such series or other securities; | ||||||||||||||||||||||||||||
Outstanding Security, Authorized [Shares] | 1,000,000 | ||||||||||||||||||||||||||||
Subscription Rights [Member] | |||||||||||||||||||||||||||||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |||||||||||||||||||||||||||||
Capital Stock [Table Text Block] | DESCRIPTION OF OUR SUBSCRIPTION RIGHTS The following is a general description of the terms of the subscription rights we could issue from time to time. Particular terms of any subscription rights we offer will be described in the prospectus supplement relating to such subscription rights. We could issue subscription rights to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more persons pursuant to which such persons would purchase any offered securities remaining unsubscribed for after such subscription rights offering. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering. Our common stockholders will indirectly bear all of the expenses incurred by us in connection with any subscription rights offerings, regardless of whether any common stockholder exercises any subscription rights. A prospectus supplement will describe the particular terms of any subscription rights we issue, including the following: ● the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days); ● the title and aggregate number of such subscription rights; ● the exercise price for such subscription rights (or method of calculation thereof); ● the currency or currencies, including composite currencies, in which the price of such subscription rights may be payable; ● if applicable, the designation and terms of the securities with which the subscription rights are issued and the number of subscription rights issued with each such security or each principal amount of such security; ● the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share); ● the number of such subscription rights issued to each stockholder; ● the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable; ● the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension); ● if applicable, the minimum or maximum number of subscription rights that may be exercised at one time; ● the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege; ● any termination right we may have in connection with such subscription rights offering; ● the terms of any rights to redeem, or call such subscription rights; ● information with respect to book-entry procedures, if any; ● the terms of the securities issuable upon exercise of the subscription rights; ● the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the subscription rights offering; ● if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; and ● any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights. Each subscription right will entitle the holder of the subscription right to purchase for cash or other consideration such amount of shares of common stock at such subscription price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. If less than all of the rights represented by such subscription rights certificate are exercised, a new subscription certificate will be issued for the remaining rights. Prior to exercising their subscription rights, holders of subscription rights will not have any of the rights of holders of the securities purchasable upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth in the applicable prospectus supplement. | ||||||||||||||||||||||||||||
Security Title [Text Block] | SUBSCRIPTION RIGHTS | ||||||||||||||||||||||||||||
Warrants or Rights, Called Title | subscription rights | ||||||||||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||||||||||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |||||||||||||||||||||||||||||
Capital Stock [Table Text Block] | DESCRIPTION OF WARRANTS The following is a general description of the terms of the warrants we could issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants. We could issue warrants to purchase shares of our common stock, preferred stock or debt securities. Such warrants may be issued independently or together with shares of common stock, preferred stock or debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. A prospectus supplement will describe the particular terms of any series of warrants we issue, including the following: ● the title and aggregate number of such warrants; ● the price or prices at which such warrants will be issued; ● the currency or currencies, including composite currencies, in which the price of such warrants may be payable; ● if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; ● in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise; ● in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise; ● the date on which the right to exercise such warrants shall commence and the date on which such right will expire (subject to any extension); ● whether such warrants will be issued in registered form or bearer form; ● if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time; ● if applicable, the date on and after which such warrants and the related securities will be separately transferable; ● the terms of any rights to redeem, or call such warrants; ● information with respect to book-entry procedures, if any; ● the terms of the securities issuable upon exercise of the warrants; ● if applicable, a discussion of certain U.S. federal income tax considerations; and ● any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. Each warrant will entitle the holder to purchase for cash such common stock or preferred stock at the exercise price or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. Upon receipt of payment and a warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants. Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights. Under the 1940 Act, we may generally only offer warrants provided that (a) the warrants expire by their terms within ten years, (b) the exercise or conversion price is not less than the current market value at the date of issuance, (c) our stockholders authorize the proposal to issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in the best interests of Golub Capital BDC, Inc. and its stockholders and (d) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities. | ||||||||||||||||||||||||||||
Security Title [Text Block] | WARRANTS | ||||||||||||||||||||||||||||
Warrants or Rights, Called Title | warrants | ||||||||||||||||||||||||||||
Debt Security [Member] | |||||||||||||||||||||||||||||
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |||||||||||||||||||||||||||||
Capital Stock [Table Text Block] | DESCRIPTION OF OUR DEBT SECURITIES We could issue debt securities in one or more series. The specific terms of each series of debt securities will be described in the particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should read both this prospectus, the prospectus supplement relating to that particular series and any related free writing prospectus. As required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an “indenture.” An indenture is a contract between us and U.S. Bank National Association, a financial institution acting as trustee on your behalf, and is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described in the second paragraph under “— Events of Default — Remedies if an Event of Default Occurs.” Second, the trustee performs certain administrative duties for us. Because this section is a summary, it does not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description, defines your rights as a holder of debt securities. For example, in this section, we use capitalized words to signify terms that are specifically defined in the indenture. We have filed the indenture with the SEC. See “Available Information” for information on how to obtain a copy of the indenture. A prospectus supplement, which will accompany this prospectus, will describe the particular terms of any series of debt securities being offered, including the following: ● the designation or title of the series of debt securities; ● the total principal amount of the series of debt securities; ● the percentage of the principal amount at which the series of debt securities will be offered; ● the date or dates on which principal will be payable; ● the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any; ● the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable; ● the terms for redemption, extension or early repayment, if any; ● the currencies in which the series of debt securities are issued and payable; ● whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined; ● the place or places, if any, other than or in addition to the City of New York, of payment, transfer, conversion and/or exchange of the debt securities; ● the denominations in which the offered debt securities will be issued; ● the provision for any sinking fund; ● any restrictive covenants; ● any Events of Default; ● whether the series of debt securities are issuable in certificated form; ● any provisions for defeasance or covenant defeasance; ● if applicable, U.S. federal income tax considerations relating to original issue discount; ● whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option); ● any provisions for convertibility or exchangeability of the debt securities into or for any other securities; ● whether the debt securities are subject to subordination and the terms of such subordination; ● the listing, if any, on a securities exchange; and ● any other terms. The debt securities may be secured or unsecured obligations. Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available funds. We are permitted, under specified conditions, to issue multiple classes of indebtedness if our asset coverage, as defined in the 1940 Act, is at least equal to 150% (subject to certain ongoing disclosure requirements) immediately after each such issuance. In addition, while any indebtedness and other senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to Our Business and Structure — Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital. As a business development company, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage” in our most recent Annual Report on Form 10-K, as well as any amendments reflected in subsequent filings with the SEC. General The indenture provides that any debt securities proposed to be sold under this prospectus and the attached prospectus supplement (“offered debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered securities (“underlying debt securities”), may be issued under the indenture in one or more series. For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities. The indenture does not limit the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture, when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.” The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture securities. See “Resignation of Trustee” section below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under separate indentures. We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection. We have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening was restricted when that series was created. We expect that we will usually issue debt securities in book-entry only form represented by global securities. Conversion and Exchange If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement. Payment and Paying Agents We will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, often approximately two weeks in advance of the interest due date, is called the “record date.” Because we will pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called “accrued interest.” Payments on Global Securities We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary and its participants. Payments on Certificated Securities We will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of the close of business on the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee in New York, New York and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender of the debt security. Alternatively, if the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in New York City, on the due date. To request payment by wire, the holder must give the applicable trustee or other paying agent appropriate transfer instructions at least 15 business days before the requested wire payment is due. In the case of any interest payment due on an interest payment date, the instructions must be given by the person who is the holder on the relevant regular record date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above. Payment when Offices are Closed If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business day. Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities. Events of Default You will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection. The term “Event of Default” in respect of the debt securities of your series means any of the following (unless the prospectus supplement relating to such debt securities states otherwise): ● we do not pay the principal of, or any premium on, a debt security of the series on its due date, and do not cure this default within five days; ● we do not pay interest on a debt security of the series when due, and such default is not cured within 30 days; ● we do not deposit any sinking fund payment in respect of debt securities of the series on its due date, and do not cure this default within five days; ● we remain in breach of a covenant in respect of debt securities of the series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series; ● we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 60 days; ● on the last business day of each of 24 consecutive calendar months, we have an asset coverage of less than 100%; and ● any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs. An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal, premium or interest or in the payment of any sinking or purchase fund installment, if it considers the withholding of notice to be in the best interests of the holders. Remedies if an Event of Default Occurs If an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration of maturity may be canceled by the holders of a majority in principal amount of the debt securities of the affected series. The trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability (called an “indemnity”). If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default. Before you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur: ● the holder must give your trustee written notice that an Event of Default has occurred and remains uncured; ● the holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must ● offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action; ● the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and ● the holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that 60 day period. However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date. Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than: ● the payment of principal, any premium or interest; or ● in respect of a covenant that cannot be modified or amended without the consent of each holder. Book-entry and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of maturity. Each year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default. Merger or Consolidation Under the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We may also be permitted to sell all or substantially all of our assets to another entity. However, unless the prospectus supplement relating to certain debt securities states otherwise, we may not take any of these actions unless all the following conditions are met: ● where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities; ● immediately after giving effect to such transaction, no Default or Event of Default shall have happened and be continuing; ● we must deliver certain certificates and documents to the trustee; and ● we must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities. Modification or Waiver There are three types of changes we can make to the indenture and the debt securities issued thereunder. Changes Requiring Approval First, there are changes that we cannot make to debt securities without specific approval of all of the holders. The following is a list of those types of changes: ● change the stated maturity of the principal of or interest on a debt security; ● reduce any amounts due on a debt security; ● reduce the amount of principal payable upon acceleration of the maturity of a security following a default; ● adversely affect any right of repayment at the holder’s option; ● change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security; ● impair your right to sue for payment; ● adversely affect any right to convert or exchange a debt security in accordance with its terms; ● modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities; ● reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; ● reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; ● modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and ● change any obligation we have to pay additional amounts. Changes Not Requiring Approval The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect. Changes Requiring Majority Approval Any other change to the indenture and the debt securities would require the following approval: ● if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series; and ● if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose. The holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class for this purpose, may waive our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under “— Changes Requiring Your Approval.” Further Details Concerning Voting When taking a vote, we will use the following rules to decide how much principal to attribute to a debt security: ● for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default; ● for debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described in the prospectus supplement; and ● for debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent. Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “Defeasance — Full Defeasance.” We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of those series on the record date and must be taken within eleven months following the record date. Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver. Defeasance The following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series. Covenant Defeasance Under current U.S. federal tax law, we can make the deposit described below and be released from some of the restrictive covenants in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your debt securities. If applicable, you also would be released from the subordination provisions as described under the “Indenture Provisions — Subordination” section below. In order to achieve covenant defeasance, we must do the following: ● if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; ● we must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity; and ● we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with. If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall. Full Defeasance If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called “full defeasance”) if we put in place the following other arrangements for you to be repaid: ● if the debt securities of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. ● we must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; and ● we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with. If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever became bankrupt or insolvent. If applicable, you would also be released from the subordination provisions described later under “Indenture Provisions — Subordination.” Form, Exchange and Transfer of Certificated Registered Securities Holders may exchange their certificated securities, if any, for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. Holders may exchange or transfer their certificated securities, if any, at the office of their trustee. We have appointed the trustee to act as our agent for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves. Holders will not be required to pay a service charge to transfer or exchange their certificated securities, if any, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership. If we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. If any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed. Resignation of Trustee Each trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee. Indenture Provisions — Subordination Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium, if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below), but our obligation to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking fund and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth. In the event that, notwithstanding the foregoing, any payment by us is received by the trustee in respect of subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full, the payment or distribution must be paid over to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution by us, the holders of such subordinated debt securities will be subrogated to the rights of the holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share of such subordinated debt securities. By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover more, ratably, than holders of any subordinated debt securities. The indenture provides that these subordination provisions will not apply to money and securities held in trust under the defeasance provisions of the indenture. Senior Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on: ● our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to t | ||||||||||||||||||||||||||||
Security Title [Text Block] | DEBT SECURITIES | ||||||||||||||||||||||||||||
Warrants or Rights, Called Title | debt securities |