______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________________
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2021
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 814-01244
Golub Capital BDC 3, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Maryland | | 82-2375481 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
200 Park Avenue, 25th Floor
New York, NY 10166
(Address of principal executive offices)
(212) 750-6060
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
. | | | | | | | | |
Title of each class | Trading Symbol | Name of each exchange on which registered |
None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company o |
Emerging growth company þ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of February 11, 2022, the Registrant had 71,896,291.279 shares of common stock, $0.001 par value, outstanding.
| | | | | | | | |
Part I. Financial Information | |
Item 1. | Financial Statements | |
| Consolidated Statements of Financial Condition as of December 31, 2021 (unaudited) and September 30, 2021 | |
| Consolidated Statements of Operations for the three months ended December 31, 2021 (unaudited) and 2020 (unaudited) | |
| Consolidated Statements of Changes in Net Assets for the three months ended December 31, 2021 (unaudited) and 2020 (unaudited) | |
| Consolidated Statements of Cash Flows for the three months ended December 31, 2021 (unaudited) and 2020 (unaudited) | |
| Consolidated Schedules of Investments as of December 31, 2021 (unaudited) and September 30, 2021 | |
| Notes to Consolidated Financial Statements (unaudited) | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |
Item 4. | Controls and Procedures | |
Part II. Other Information | |
Item 1. | Legal Proceedings | |
Item 1A. | Risk Factors | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
Item 3. | Defaults Upon Senior Securities | |
Item 4. | Mine Safety Disclosures | |
Item 5. | Other Information | |
Item 6. | Exhibits | |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Statements of Financial Condition (unaudited)
(In thousands, except share and per share data)
| | | | | | | | | | | |
| December 31, 2021 | | September 30, 2021 |
| (unaudited) | | |
Assets | | | |
Investments at fair value (amortized cost of $1,896,775 and $1,421,537, respectively) | $ | 1,919,955 | | | $ | 1,438,643 | |
| | | |
Cash and cash equivalents | 16,336 | | | 51,954 | |
Foreign currencies (cost of $704 and $1,242, respectively) | 705 | | | 1,352 | |
Restricted cash and cash equivalents | 35,469 | | | 35,451 | |
Restricted foreign currencies (cost of $850 and $1,286, respectively) | 865 | | | 1,222 | |
Cash collateral held at broker for forward currency contracts | 1,450 | | | 1,450 | |
Unrealized appreciation on forward currency contracts | 247 | | | 313 | |
Interest receivable | 8,185 | | | 4,772 | |
Receivable from investments sold | 743 | | | — | |
| | | |
Capital call receivable | 30 | | | 154 | |
Other assets | 61 | | | — | |
Total Assets | $ | 1,984,046 | | | $ | 1,535,311 | |
Liabilities | | | |
Debt | $ | 884,808 | | | $ | 700,439 | |
Less unamortized debt issuance costs | 3,199 | | | 2,699 | |
Debt less unamortized debt issuance costs | 881,609 | | | 697,740 | |
Other short-term borrowings (proceeds of $52,538 and $0, respectively) | 52,140 | | | — | |
| | | |
Interest payable | 3,518 | | | 2,312 | |
Distributions payable | 8,259 | | | 11,897 | |
| | | |
Management and incentive fees payable | 10,605 | | | 7,742 | |
| | | |
Accounts payable and accrued expenses | 1,704 | | | 1,155 | |
| | | |
Total Liabilities | 957,835 | | | 720,846 | |
Commitments and Contingencies (Note 9) | | | |
Net Assets | | | |
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2021 and September 30, 2021 | — | | | — | |
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 68,414,116.228 and 54,297,683.237 shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively | 68 | | | 54 | |
Paid in capital in excess of par | 1,022,972 | | | 811,240 | |
Distributable earnings (losses) | 3,171 | | | 3,171 | |
Total Net Assets | 1,026,211 | | | 814,465 | |
Total Liabilities and Total Net Assets | $ | 1,984,046 | | | $ | 1,535,311 | |
Number of common shares outstanding | 68,414,116.228 | | | 54,297,683.237 | |
Net asset value per common share | $ | 15.00 | | | $ | 15.00 | |
See Notes to Consolidated Financial Statements
3
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Statement of Operations (unaudited)
(In thousands, except share and per share data)
| | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | |
| 2021 | | 2020 | | | | | | |
Investment income | | | | | | | | | |
Interest income | $ | 30,071 | | | $ | 17,370 | | | | | | | |
Dividend income | 53 | | | 39 | | | | | | | |
Fee income | 699 | | | 361 | | | | | | | |
| | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Total investment income | 30,823 | | | 17,770 | | | | | | | |
Expenses | | | | | | | | | |
Interest and other debt financing expenses | 5,173 | | | 2,674 | | | | | | | |
Base management fee | 5,823 | | | 3,330 | | | | | | | |
Incentive fee | 4,736 | | | 1,936 | | | | | | | |
Professional fees | 267 | | | 307 | | | | | | | |
Administrative service fee | 485 | | | 344 | | | | | | | |
General and administrative expenses | 75 | | | 60 | | | | | | | |
Total expenses | 16,559 | | | 8,651 | | | | | | | |
Base management fee waived (Note 4) | (1,588) | | | (908) | | | | | | | |
Incentive fee waived (Note 4) | (507) | | | (142) | | | | | | | |
| | | | | | | | | |
Net expenses | 14,464 | | | 7,601 | | | | | | | |
Net investment income | 16,359 | | | 10,169 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Net gain (loss) on investment transactions | | | | | | | | | |
Net realized gain (loss) from: | | | | | | | | | |
Investments | 1,833 | | | 289 | | | | | | | |
Foreign currency transactions | 267 | | | 10 | | | | | | | |
Net realized gain (loss) on investment transactions | 2,100 | | | 299 | | | | | | | |
Net change in unrealized appreciation (depreciation) from: | | | | | | | | | |
Investments | 6,074 | | | 6,729 | | | | | | | |
Forward currency contracts | (66) | | | (692) | | | | | | | |
Translation of assets and liabilities in foreign currencies | 268 | | | (94) | | | | | | | |
Net change in unrealized appreciation (depreciation) on investment transactions | 6,276 | | | 5,943 | | | | | | | |
Net gain (loss) on investment transactions | 8,376 | | | 6,242 | | | | | | | |
Net increase in net assets resulting from operations | $ | 24,735 | | | $ | 16,411 | | | | | | | |
Per Common Share Data | | | | | | | | | |
Basic and diluted earnings per common share (Note 11) | $ | 0.39 | | | $ | 0.46 | | | | | | | |
Basic and diluted weighted average common shares outstanding (Note 11) | 62,979,848 | | | 35,454,475 | | | | | | | |
See Notes to Consolidated Financial Statements
4
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Statements of Changes in Net Assets (unaudited)
(In thousands, except share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| Common Stock | | Paid in Capital in Excess of Par | | Distributable Earnings (Losses) | | Total Net Assets |
| Shares | | Par Amount | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
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| | | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
Balance at September 30, 2020 | 35,388,849.466 | | | $ | 35 | | | $ | 529,938 | | | $ | (356) | | | $ | 529,617 | |
| | | | | | | | | |
| | | | | | | | | |
Net increase (decrease) in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 10,169 | | | 10,169 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | 299 | | | 299 | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | 5,943 | | | 5,943 | |
Distributions to stockholders: | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | 431,254.910 | | | 1 | | | 6,454 | | | — | | | 6,455 | |
Distributions from distributable earnings (losses) | — | | | — | | | — | | | (14,864) | | | (14,864) | |
| | | | | | | | | |
| | | | | | | | | |
Total increase for the three months ended December 31, 2020 | 431,254.910 | | | 1 | | | 6,454 | | | 1,547 | | | 8,002 | |
Balance at December 31, 2020 | 35,820,104.376 | | | $ | 36 | | | $ | 536,392 | | | $ | 1,191 | | | $ | 537,619 | |
Balance at September 30, 2021 | 54,297,683.237 | | | $ | 54 | | | $ | 811,240 | | | $ | 3,171 | | | $ | 814,465 | |
Issuance of common stock | 13,392,692.716 | | | 13 | | 200,877 | | | — | | | 200,890 | |
| | | | | | | | | |
Net increase (decrease) in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | — | | | 16,359 | | | 16,359 | |
Net realized gain (loss) on investment transactions | — | | | — | | — | | | 2,100 | | | 2,100 | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | — | | | 6,276 | | | 6,276 | |
Distributions to stockholders: | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | 723,740.275 | | | 1 | | 10,855 | | | — | | | 10,856 | |
Distributions from distributable earnings (losses) | — | | | — | | — | | | (16,476) | | | (16,476) | |
Distributions declared and payable | — | | | — | | | — | | | (8,259) | | | (8,259) | |
| | | | | | | | | |
| | | | | | | | | |
Total increase for the three months ended December 31, 2021 | 14,116,432.991 | | | 14 | | | 211,732 | | | — | | | 211,746 | |
Balance at December 31, 2021 | 68,414,116.228 | | | $ | 68 | | | $ | 1,022,972 | | | $ | 3,171 | | | $ | 1,026,211 | |
See Notes to Consolidated Financial Statements
5
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
| | | | | | | | | | | | | |
| Three months ended December 31, |
| 2021 | | 2020 | | |
Cash flows from operating activities | | | | | |
Net increase in net assets resulting from operations | $ | 24,735 | | | $ | 16,411 | | | |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | |
Amortization of deferred debt issuance costs | 687 | | | 455 | | | |
Accretion of discounts and amortization of premiums | (2,160) | | | (1,256) | | | |
Net realized (gain) loss on investments | (1,833) | | | (289) | | | |
Net realized (gain) loss on foreign currency transactions | (267) | | | (10) | | | |
Net change in unrealized (appreciation) depreciation on investments | (6,074) | | | (6,729) | | | |
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies | (268) | | | 94 | | | |
Net change in unrealized (appreciation) depreciation on forward currency contracts | 66 | | | 692 | | | |
Proceeds from (fundings of) revolving loans, net | (502) | | | 483 | | | |
Fundings of investments | (579,462) | | | (167,743) | | | |
Proceeds from principal payments and sales of portfolio investments | 109,418 | | | 35,455 | | | |
PIK interest | (699) | | | (572) | | | |
Changes in operating assets and liabilities: | | | | | |
| | | | | |
Interest receivable | (3,413) | | | (452) | | | |
Receivable from investments sold | (743) | | | 64 | | | |
| | | | | |
Other assets | (61) | | | 19 | | | |
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Interest payable | 1,206 | | | 97 | | | |
Management and incentive fees payable | 2,863 | | | 327 | | | |
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Accounts payable and accrued expenses | 549 | | | 83 | | | |
| | | | | |
Net cash provided by (used in) operating activities | (455,958) | | | (122,871) | | | |
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Cash flows from financing activities | | | | | |
Borrowings on debt | 381,009 | | | 160,183 | | | |
Repayments of debt | (196,759) | | | (25,800) | | | |
Proceeds from other short-term borrowings | 52,538 | | | — | | | |
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Capitalized debt issuance costs | (1,187) | | | (1,033) | | | |
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Proceeds from issuance of common shares | 201,014 | | | 10 | | | |
| | | | | |
Distributions paid | (17,517) | | | (8,409) | | | |
Net cash provided by (used in) financing activities | 419,098 | | | 124,951 | | | |
Net change in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies | (36,860) | | | 2,080 | | | |
Effect of foreign currency exchange rates | 256 | | | 10 | | |
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies, beginning of period | 89,979 | | | 24,513 | | |
Cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies, end of period | $ | 53,375 | | | $ | 26,603 | | | |
Supplemental disclosure of cash flow information: | | | | | |
Cash paid during the period for interest | $ | 3,280 | | | $ | 2,122 | | | |
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Distributions declared during the period | 24,735 | | | 14,864 | | | |
Supplemental disclosure of non-cash operating and financing activity: | | | | | |
Change in capital call receivable | $ | (124) | | | $ | (10) | | | |
Stock issued in connection with dividend reinvestment plan | 10,856 | | | 6,455 | | | |
Change in distributions payable | (3,638) | | | — | | | |
See Notes to Consolidated Financial Statements
6
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited) - (continued)
(In thousands)
The following table provides a reconciliation of cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies reported within the Consolidated Statements of Financial Condition that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows: | | | | | | | | | | | | | |
| As of December 31, | | |
| 2021 | | 2020 | | |
Cash and cash equivalents | $ | 16,336 | | | $ | 9,095 | | | |
Foreign currencies (cost of $704 and $136, respectively) | 705 | | | 136 | | | |
Restricted cash and cash equivalents | 35,469 | | | 17,193 | | | |
Restricted foreign currencies (cost of $850 and $173, respectively) | 865 | | | 179 | | | |
Total cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies shown in the Consolidated Statements of Cash Flows | $ | 53,375 | | | $ | 26,603 | | | |
See Note 2. Significant Accounting Policies and Recent Accounting Updates for a description of cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies.
See Notes to Consolidated Financial Statements
7
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited)
December 31, 2021
(In thousands)
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| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Investments | | | | | | | | | | | | �� | | | | | | | |
| Non-controlled/non-affiliate company investments | | | | | | | | | | | | | | | | | | | |
| Debt investments | | | | | | | | | | | | | | | | | | | |
| Airlines | | | | | | | | | | | | | | | | | | | |
| Aurora Lux Finco S.A.R.L.#(7)(12) | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | $ | 7,702 | | | $ | 7,565 | | | 0.7 | | % | $ | 7,317 | | | | |
| Auto Components | | | | | | | | | | | | | | | | | | | |
| Covercraft Parent III, Inc.# | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 08/2027 | | 2,093 | | | 2,073 | | | 0.2 | | | 2,093 | | | | |
| Covercraft Parent III, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 08/2027 | | 422 | | | 412 | | | — | | | 422 | | | | |
| Covercraft Parent III, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2027 | | — | | | (1) | | | — | | | — | | | | |
| North Haven Falcon Buyer, LLC# | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2027 | | 2,382 | | | 2,360 | | | 0.2 | | | 2,382 | | | | |
| North Haven Falcon Buyer, LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2027 | | 46 | | | 40 | | | — | | | 46 | | | | |
| Power Stop, LLC# | Senior loan | | L + 4.50% | (a) | | 4.60% | | 10/2025 | | 660 | | | 658 | | | 0.1 | | | 660 | | | | |
| | | | | | | | | | | 5,603 | | | 5,542 | | | 0.5 | | | 5,603 | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC#~ | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2027 | | 13,536 | | | 13,411 | | | 1.3 | | | 13,536 | | | | |
| CG Group Holdings, LLC | One stop | | L + 5.25% | (a)(c) | | 6.25% | | 07/2026 | | 336 | | | 331 | | | — | | | 336 | | | | |
| Cobblestone Intermediate Holdco, LLC# | One stop | | L + 5.50% | (a) | | 6.25% | | 01/2026 | | 4,430 | | | 4,387 | | | 0.4 | | | 4,386 | | | | |
| Cobblestone Intermediate Holdco, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 01/2026 | | 550 | | | 517 | | | 0.1 | | | 516 | | | | |
| Denali Midco 2, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2027 | | 2,700 | | | 2,673 | | | 0.3 | | | 2,673 | | | | |
| Denali Midco 2, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2027 | | 100 | | | 95 | | | — | | | 95 | | | | |
| Denali Midco 2, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (225) | | | — | | | (226) | | | | |
| JHCC Holdings LLC | One stop | | L + 5.75% | (c)(f) | | 7.14% | | 09/2025 | | 5,029 | | | 4,993 | | | 0.5 | | | 5,021 | | | | |
| JHCC Holdings LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2025 | | 2,967 | | | 2,945 | | | 0.3 | | | 2,962 | | | | |
| JHCC Holdings LLC# | One stop | | P + 4.75% | (f) | | 8.00% | | 08/2027 | | 255 | | | 253 | | | — | | | 258 | | | | |
| JHCC Holdings LLC | One stop | | P + 4.75% | (c)(f) | | 7.95% | | 09/2025 | | 32 | | | 31 | | | — | | | 31 | | | | |
| JHCC Holdings LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2027 | | — | | | (16) | | | — | | | 15 | | | | |
| MOP GM Holding, LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2026 | | 9,668 | | | 9,569 | | | 0.9 | | | 9,668 | | | | |
| MOP GM Holding, LLC | One stop | | L + 5.75% | (b) | | 6.75% | | 11/2026 | | 1,071 | | | 1,061 | | | 0.1 | | | 1,071 | | | | |
| MOP GM Holding, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2026 | | 1,042 | | | 1,031 | | | 0.1 | | | 1,042 | | | | |
| MOP GM Holding, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2026 | | 770 | | | 762 | | | 0.1 | | | 770 | | | | |
| MOP GM Holding, LLC | One stop | | L + 5.75% | (d)(f) | | 7.04% | | 11/2026 | | 129 | | | 127 | | | — | | | 129 | | | | |
| MOP GM Holding, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2026 | | — | | | (20) | | | — | | | — | | | | |
| POY Holdings, LLC# | One stop | | L + 5.50% | (c) | | 6.50% | | 11/2027 | | 18,418 | | | 18,058 | | | 1.8 | | | 18,234 | | | | |
| POY Holdings, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 11/2027 | | 54 | | | 50 | | | — | | | 52 | | | | |
| POY Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (24) | | | — | | | (25) | | | | |
| Quick Quack Car Wash Holdings, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 1,896 | | | 1,885 | | | 0.2 | | | 1,896 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 1,656 | | | 1,643 | | | 0.2 | | | 1,656 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 805 | | | 799 | | | 0.1 | | | 805 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 704 | | | 698 | | | 0.1 | | | 704 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 470 | | | 467 | | | — | | | 470 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 383 | | | 380 | | | — | | | 383 | | | | |
| Quick Quack Car Wash Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2024 | | — | | | (1) | | | — | | | — | | | | |
| TWAS Holdings, LLC#~ | One stop | | L + 6.75% | (a) | | 7.75% | | 12/2026 | | 12,203 | | | 12,076 | | | 1.2 | | | 12,081 | | | | |
| TWAS Holdings, LLC# | One stop | | L + 6.75% | (c) | | 7.75% | | 12/2026 | | 7,362 | | | 7,289 | | | 0.7 | | | 7,289 | | | | |
| TWAS Holdings, LLC | One stop | | L + 6.75% | (a) | | 7.75% | | 12/2026 | | 3,167 | | | 3,135 | | | 0.3 | | | 3,136 | | | | |
| TWAS Holdings, LLC(5) | One stop | | L + 6.75% | | | N/A(6) | | 12/2026 | | — | | | (4) | | | — | | | (4) | | | | |
| TWAS Holdings, LLC(5) | One stop | | L + 6.75% | | | N/A(6) | | 12/2026 | | — | | | (128) | | | — | | | (129) | | | | |
| | | | | | | | | | | 89,733 | | | 88,248 | | | 8.7 | | | 88,831 | | | | |
See Notes to Consolidated Financial Statements.
8
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Beverages | | | | | | | | | | | | | | | | | | | |
| Fintech Midco, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 08/2024 | | $ | 4,822 | | | $ | 4,795 | | | 0.5 | | % | $ | 4,822 | | | | |
| Fintech Midco, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 08/2024 | | 3,224 | | | 3,195 | | | 0.3 | | | 3,224 | | | | |
| Fintech Midco, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 08/2024 | | 434 | | | 432 | | | — | | | 434 | | | | |
| Fintech Midco, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | — | | | | |
| Watermill Express, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 892 | | | 884 | | | 0.1 | | | 892 | | | | |
| Watermill Express, LLC | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | — | | | — | | | — | | | | |
| Watermill Express, LLC | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | — | | | — | | | — | | | | |
| Winebow Holdings, Inc.#~ | One stop | | L + 6.25% | (a) | | 7.25% | | 07/2025 | | 3,077 | | | 3,037 | | | 0.3 | | | 3,077 | | | | |
| | | | | | | | | | | 12,449 | | | 12,342 | | | 1.2 | | | 12,449 | | | | |
| Building Products | | | | | | | | | | | | | | | | | | | |
| BECO Holding Company, Inc.#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2028 | | 32,920 | | | 32,598 | | | 3.2 | | | 32,591 | | | | |
| BECO Holding Company, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (5) | | | — | | | (5) | | | | |
| BECO Holding Company, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2028 | | — | | | (82) | | | — | | | (84) | | | | |
| | | | | | | | | | | 32,920 | | | 32,511 | | | 3.2 | | | 32,502 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Chemicals | | | | | | | | | | | | | | | | | | | |
| Inhance Technologies Holdings LLC# | One stop | | L + 6.00% | (a) | | 7.00% | | 07/2024 | | 3,620 | | | 3,585 | | | 0.3 | | | 3,584 | | | | |
| Inhance Technologies Holdings LLC# | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2024 | | 2,454 | | | 2,441 | | | 0.2 | | | 2,429 | | | | |
| Inhance Technologies Holdings LLC# | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2024 | | 742 | | | 739 | | | 0.1 | | | 734 | | | | |
| Inhance Technologies Holdings LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2024 | | 15 | | | 14 | | | — | | | 14 | | | | |
| PHM NL SP Bidco B.V.(7)(8)(13) | One stop | | E + 6.25% | (g) | | 6.25% | | 10/2028 | | 15,784 | | | 15,512 | | | 1.5 | | | 15,499 | | | | |
| PHM NL SP Bidco B.V.(7)(13) | One stop | | L + 6.25% | (d) | | 6.75% | | 10/2028 | | 5,922 | | | 5,823 | | | 0.6 | | | 5,922 | | | | |
| PHM NL SP Bidco B.V.(7)(8)(13) | One stop | | SN + 6.25% | (o) | | 6.44% | | 10/2028 | | 3,417 | | | 3,417 | | | 0.3 | | | 3,499 | | | | |
| PHM NL SP Bidco B.V.(7)(8)(13) | One stop | | E + 6.25% | (h) | | 6.25% | | 10/2028 | | 1626 | | 1598 | | 0.2 | | | 1638 | | | |
| | | | | | | | | | | 33,580 | | | 33,129 | | | 3.2 | | | 33,319 | | | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | |
| Amarok LLC# | One stop | | L + 5.75% | (c) | | 6.50% | | 12/2028 | | 14,626 | | | 14,481 | | | 1.4 | | | 14,479 | | | | |
| Amarok LLC | One stop | | L + 5.75% | (c) | | 6.50% | | 12/2027 | | 150 | | | 145 | | | — | | | 145 | | | | |
| Amarok LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 12/2028 | | — | | | (88) | | | — | | | (89) | | | | |
| CI (Quercus) Intermediate Holdings, LLC#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2028 | | 6,368 | | | 6,275 | | | 0.6 | | | 6,321 | | | | |
| CI (Quercus) Intermediate Holdings, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2028 | | 303 | | | 290 | | | — | | | 292 | | | | |
| CI (Quercus) Intermediate Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (3) | | | — | | | (2) | | | | |
| FFPLS Holdings, LLC(17) | One stop | | L + 5.75% | (c)(d) | | 6.50% | | 10/2027 | | 19,742 | | | 19,525 | | | 1.9 | | | 19,545 | | | | |
| FFPLS Holdings, LLC | One stop | | L + 5.75% | (c) | | 6.50% | | 10/2027 | | 56 | | | 54 | | | — | | | 54 | | | | |
| FFPLS Holdings, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2027 | | — | | | (25) | | | — | | | (26) | | | | |
| North Haven Stack Buyer, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2027 | | 3,800 | | | 3,765 | | | 0.4 | | | 3,800 | | | | |
| North Haven Stack Buyer, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2027 | | 112 | | | 86 | | | — | | | 112 | | | | |
| North Haven Stack Buyer, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | | | | |
| OVG Business Services, LLC# | One stop | | L + 6.25% | (c) | | 7.25% | | 11/2028 | | 768 | | | 751 | | | 0.1 | | | 761 | | | | |
| OVG Business Services, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2026 | | — | | | — | | | — | | | (1) | | | | |
| Profile Products LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2027 | | 2,264 | | | 2,219 | | | 0.2 | | | 2,218 | | | | |
| Profile Products LLC#(7) | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2027 | | 587 | | | 575 | | | 0.1 | | | 575 | | | | |
| Profile Products LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (1) | | | — | | | (1) | | | | |
| Profile Products LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (6) | | | — | | | (6) | | | | |
| Profile Products LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (1) | | | — | | | (1) | | | | |
| PT Intermediate Holdings III, LLC#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2028 | | 24,616 | | | 24,121 | | | 2.4 | | | 24,370 | | | | |
| PT Intermediate Holdings III, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2028 | | 15,666 | | | 15,443 | | | 1.5 | | | 15,509 | | | | |
| Radwell International, LLC# | One stop | | L + 5.25% | (c) | | 6.00% | | 07/2027 | | 1,586 | | | 1,581 | | | 0.2 | | | 1,586 | | | | |
See Notes to Consolidated Financial Statements.
9
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Commercial Services & Supplies - (continued) | | | | | | | | | | | | | | | | | |
| Radwell International, LLC | One stop | | L + 5.25% | (c) | | 6.00% | | 07/2027 | | $ | 108 | | | $ | 108 | | | — | | % | $ | 108 | | |
| Radwell International, LLC | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | |
| Trinity Air Consultants Holdings Corporation# | One stop | | L + 5.25% | (c) | | 6.00% | | 06/2027 | | 174 | | | 171 | | | — | | | 174 | | |
| Trinity Air Consultants Holdings Corporation | One stop | | L + 5.25% | (a) | | 6.25% | | 06/2027 | | 14 | | | 13 | | | — | | | 14 | | |
| Trinity Air Consultants Holdings Corporation(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2027 | | — | | | (8) | | | — | | | — | | |
| | | | | | | | | | | 90,940 | | | 89,470 | | | 8.8 | | | 89,937 | | |
| Communications Equipment | | | | | | | | | | | | | | | | | |
| Lightning Finco Limited(7)(9) | One stop | | L + 5.75% | (d) | | 6.50% | | 09/2028 | | 4,453 | | | 4,368 | | | 0.4 | | | 4,453 | | |
| Lightning Finco Limited(7)(8)(9) | One stop | | E + 5.75% | (h) | | 6.50% | | 09/2028 | | 543 | | | 532 | | | 0.1 | | | 520 | | |
| | | | | | | | | | | 4,996 | | | 4,900 | | | 0.5 | | | 4,973 | | |
| Containers and Packaging | | | | | | | | | | | | | | | | | |
| AmerCareRoyal LLC# | Senior loan | | L + 9.00% | (a) | | 6.00% cash/4.00% PIK | | 11/2025 | | 2,711 | | | 2,674 | | | 0.3 | | | 2,711 | | |
| AmerCareRoyal LLC# | Senior loan | | L + 9.00% | (a) | | 6.00% cash/4.00% PIK | | 11/2025 | | 579 | | | 570 | | | 0.1 | | | 579 | | |
| AmerCareRoyal LLC | Senior loan | | L + 9.00% | (a) | | 6.00% cash/4.00% PIK | | 11/2025 | | 562 | | | 554 | | | 0.1 | | | 562 | | |
| AmerCareRoyal LLC#(7) | Senior loan | | L + 9.00% | (a) | | 6.00% cash/4.00% PIK | | 11/2025 | | 503 | | | 496 | | | — | | | 503 | | |
| Berry Intermediate, LLC#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2028 | | 9,747 | | | 9,680 | | | 0.9 | | | 9,649 | | |
| Berry Intermediate, LLC | One stop | | L + 5.50% | (a) | | 6.25% | | 10/2028 | | 1,602 | | | 1,481 | | | 0.1 | | | 1,477 | | |
| Berry Intermediate, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (3) | | | — | | | (4) | | |
| Berry Intermediate, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | — | | | — | | | (128) | | |
| Fortis Solutions Group LLC#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2028 | | 11,286 | | | 11,068 | | | 1.1 | | | 11,174 | | |
| Fortis Solutions Group LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2027 | | 0 | | -6 | | — | | | -3 | |
| Fortis Solutions Group LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (45) | | | — | | | (46) | | |
| | | | | | | | | | | 26,990 | | | 26,469 | | | 2.6 | | | 26,474 | | |
| Distributors | | | | | | | | | | | | | | | | | |
| WSC Holdings Midco LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 1,284 | | | 1,272 | | | 0.1 | | | 1,284 | | |
| WSC Holdings Midco LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | | |
| WSC Holdings Midco LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (7) | | | — | | | — | | |
| | | | | | | | | | | 1,284 | | | 1,264 | | | 0.1 | | | 1,284 | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 627 | | | 615 | | | 0.1 | | | 627 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 598 | | | 579 | | | 0.1 | | | 598 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 423 | | | 420 | | | — | | | 423 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 297 | | | 291 | | | — | | | 297 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 262 | | | 248 | | | — | | | 262 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 02/2026 | | 151 | | | 147 | | | — | | | 151 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 94 | | | 87 | | | — | | | 94 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 52 | | | 39 | | | — | | | 52 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 02/2026 | | 22 | | | 19 | | | — | | | 22 | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 02/2026 | | — | | | — | | | — | | | — | | |
| Certus Pest, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 02/2026 | | — | | | (2) | | | — | | | — | | |
| Certus Pest, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 02/2026 | | — | | | — | | | — | | | — | | |
| CHHJ Franchising, LLC# | Senior loan | | P + 4.00% | (f) | | 7.25% | | 01/2026 | | 1,094 | | | 1,085 | | | 0.1 | | | 1,094 | | |
| CHHJ Franchising, LLC | Senior loan | | P + 4.00% | (f) | | 7.25% | | 01/2026 | | 4 | | | 4 | | | — | | | 4 | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 984 | | | 969 | | | 0.1 | | | 969 | | |
| COP Hometown Acquisitions, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 741 | | | 734 | | | 0.1 | | | 729 | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 722 | | | 711 | | | 0.1 | | | 711 | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (c)(f) | | 5.50% | | 07/2027 | | 474 | | | 468 | | | 0.1 | | | 467 | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 334 | | | 330 | | | — | | | 329 | | |
See Notes to Consolidated Financial Statements.
10
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified Consumer Services - (continued) | | | | | | | | | | | | | | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | P + 3.50% | (f) | | 6.75% | | 07/2027 | | $ | 7 | | | $ | 6 | | | — | | % | $ | 6 | | |
| EMS LINQ, LLC# | One stop | | L + 6.25% | (c) | | 7.25% | | 12/2027 | | 4,244 | | | 4,202 | | | 0.4 | | | 4,202 | | |
| EMS LINQ, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 12/2027 | | — | | | (1) | | | — | | | (1) | | |
| EWC Growth Partners LLC | One stop | | L + 7.50% | (c) | | 6.50% cash/2.00% PIK | | 03/2026 | | 447 | | | 432 | | | — | | | 425 | | |
| EWC Growth Partners LLC# | One stop | | L + 7.50% | (c) | | 6.50% cash/2.00% PIK | | 03/2026 | | 62 | | | 62 | | | — | | | 59 | | |
| EWC Growth Partners LLC | One stop | | L + 7.50% | (c) | | 6.50% cash/2.00% PIK | | 03/2026 | | 18 | | | 18 | | | — | | | 17 | | |
| Flores & Associates, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 04/2027 | | 1,486 | | | 1,470 | | | 0.1 | | | 1,471 | | |
| Flores & Associates, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 635 | | | 627 | | | 0.1 | | | 629 | | |
| Flores & Associates, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 04/2027 | | 331 | | | 328 | | | — | | | 328 | | |
| Flores & Associates, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 04/2027 | | 306 | | | 302 | | | — | | | 303 | | |
| Flores & Associates, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 04/2027 | | — | | | (1) | | | — | | | (1) | | |
| FPG Intermediate Holdco, LLC# | One stop | | L + 6.00% | (a) | | 7.00% | | 03/2027 | | 7,328 | | | 7,202 | | | 0.7 | | | 7,255 | | |
| FPG Intermediate Holdco, LLC | One stop | | L + 6.00% | (a) | | 7.00% | | 03/2027 | | 1,778 | | | 1,591 | | | 0.2 | | | 1,669 | | |
| FPG Intermediate Holdco, LLC | One stop | | L + 6.00% | (a)(f) | | 7.18% | | 03/2027 | | 32 | | | 31 | | | — | | | 31 | | |
| FSS Buyer LLC# | One stop | | L + 5.75% | (c) | | 6.50% | | 08/2028 | | 2,350 | | | 2,306 | | | 0.2 | | | 2,350 | | |
| FSS Buyer LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2027 | | — | | | (1) | | | — | | | — | | |
| Learn-it Systems, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 03/2025 | | 749 | | | 742 | | | 0.1 | | | 748 | | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 03/2025 | | 568 | | | 563 | | | 0.1 | | | 567 | | |
| Learn-it Systems, LLC | Senior loan | | L + 4.75% | (c) | | 5.75% | | 03/2025 | | 123 | | | 119 | | | — | | | 125 | | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (b)(c) | | 5.50% | | 03/2025 | | 21 | | | 21 | | | — | | | 21 | | |
| Liminex, Inc.# | One stop | | L + 7.25% | (c) | | 8.25% | | 11/2026 | | 19,521 | | | 19,345 | | | 1.9 | | | 19,521 | | |
| Liminex, Inc.# | One stop | | L + 7.25% | (c) | | 8.25% | | 11/2026 | | 10,188 | | | 10,106 | | | 1.0 | | | 10,188 | | |
| Liminex, Inc.(5) | One stop | | L + 7.25% | | | N/A(6) | | 11/2026 | | — | | | (1) | | | — | | | — | | |
| Litera Bidco LLC# | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2026 | | 1,068 | | | 1,056 | | | 0.1 | | | 1,073 | | |
| Litera Bidco LLC# | One stop | | L + 5.75% | (a) | | 6.75% | | 05/2026 | | 613 | | | 608 | | | 0.1 | | | 610 | | |
| Litera Bidco LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 05/2026 | | 274 | | | 272 | | | — | | | 273 | | |
| Litera Bidco LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 05/2026 | | 274 | | | 274 | | | — | | | 273 | | |
| Litera Bidco LLC | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2026 | | 33 | | | 32 | | | — | | | 34 | | |
| Litera Bidco LLC | One stop | | L + 5.75% | | | N/A(6) | | 05/2025 | | — | | | — | | | — | | | — | | |
| Mathnasium, LLC# | One stop | | L + 5.00% | (c) | | 5.75% | | 11/2027 | | 4,218 | | | 4,177 | | | 0.4 | | | 4,176 | | |
| Mathnasium, LLC | One stop | | L + 5.00% | (c) | | 5.75% | | 11/2027 | | 13 | | | 12 | | | — | | | 12 | | |
| Provenance Buyer LLC#~ | One stop | | L + 5.00% | (c) | | 5.75% | | 06/2027 | | 2,971 | | | 2,915 | | | 0.3 | | | 2,971 | | |
| Provenance Buyer LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 06/2027 | | — | | | (2) | | | — | | | — | | |
| Provenance Buyer LLC(5) | Senior loan | | L + 5.00% | | | N/A(6) | | 06/2027 | | — | | | (40) | | | — | | | — | | |
| | | | | | | | | | | 66,537 | | | 65,517 | | | 6.4 | | | 66,164 | | |
| Diversified Financial Services | | | | | | | | | | | | | | | | | |
| AxiomSL Group, Inc.# | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2027 | | 1,257 | | | 1,234 | | | 0.1 | | | 1,259 | | |
| AxiomSL Group, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2027 | | — | | | (3) | | | — | | | — | | |
| AxiomSL Group, Inc. | One stop | | L + 6.00% | | | N/A(6) | | 12/2025 | | — | | | — | | | — | | | — | | |
| Banker's Toolbox, Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 07/2027 | | 3,475 | | | 3,443 | | | 0.4 | | | 3,475 | | |
| Banker's Toolbox, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | | |
| Banker's Toolbox, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (7) | | | — | | | — | | |
| Flash Topco, Inc. (17) | One stop | | L + 5.75% | (c) | | 6.50% | | 10/2028 | | 7,684 | | | 7,609 | | | 0.7 | | | 7,607 | | |
| Flash Topco, Inc. (5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2028 | | — | | | (1) | | | — | | | (1) | | |
| Higginbotham Insurance Agency, Inc.# | One stop | | L + 5.50% | (a) | | 6.25% | | 11/2026 | | 1,439 | | | 1,421 | | | 0.2 | | | 1,432 | | |
| Higginbotham Insurance Agency, Inc. | One stop | | L + 5.50% | (a) | | 6.25% | | 11/2026 | | 406 | | | 401 | | | — | | | 404 | | |
| Higginbotham Insurance Agency, Inc. | One stop | | L + 5.50% | (a) | | 6.25% | | 11/2026 | | 117 | | | 112 | | | — | | | 112 | | |
| | | | | | | | | | | 14,378 | | | 14,208 | | | 1.4 | | | 14,288 | | |
See Notes to Consolidated Financial Statements.
11
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Diversified Telecommunication Services | | | | | | | | | | | | | | | | | |
| NTI Connect, LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 12/2024 | | $ | 642 | | | $ | 632 | | | 0.1 | | % | $ | 642 | | |
| Electronic Equipment, Instruments and Components | | | | | | | | | | | | | | | | | |
| Electrical Source Holdings, LLC#~ | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 15,619 | | | 15,517 | | | 1.5 | | | 15,619 | | |
| Electrical Source Holdings, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 12,621 | | | 12,563 | | | 1.2 | | | 12,621 | | |
| Electrical Source Holdings, LLC~ | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 3,303 | | | 3,281 | | | 0.3 | | | 3,303 | | |
| Electrical Source Holdings, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 3,286 | | | 3,266 | | | 0.3 | | | 3,286 | | |
| Electrical Source Holdings, LLC~ | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 1,899 | | | 1,852 | | | 0.2 | | | 1,899 | | |
| Electrical Source Holdings, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 1,696 | | | 1,696 | | | 0.2 | | | 1,696 | | |
| Electrical Source Holdings, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 1,600 | | | 1,587 | | | 0.2 | | | 1,600 | | |
| Electrical Source Holdings, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 1,099 | | | 1,092 | | | 0.1 | | | 1,099 | | |
| Electrical Source Holdings, LLC | Second lien | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 846 | | | 840 | | | 0.1 | | | 846 | | |
| Electrical Source Holdings, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 749 | | | 743 | | | 0.1 | | | 749 | | |
| Electrical Source Holdings, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 305 | | | 303 | | | — | | | 305 | | |
| Electrical Source Holdings, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 85 | | | 82 | | | — | | | 85 | | |
| | | | | | | | | | | 43,108 | | | 42,822 | | | 4.2 | | | 43,108 | | |
| Food & Staples Retailing | | | | | | | | | | | | | | | | | |
| Captain D's, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 1,193 | | | 1,187 | | | 0.2 | | | 1,193 | | |
| Captain D's, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 198 | | | 196 | | | — | | | 198 | | |
| Captain D's, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2023 | | — | | | — | | | — | | | — | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 606 | | | 604 | | | 0.1 | | | 606 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 310 | | | 310 | | | — | | | 310 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 244 | | | 243 | | | — | | | 244 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 239 | | | 239 | | | — | | | 239 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 118 | | | 117 | | | — | | | 118 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 118 | | | 117 | | | — | | | 118 | | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 58 | | | 58 | | | — | | | 58 | | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 332 | | | 331 | | | — | | | 325 | | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 117 | | | 116 | | | — | | | 114 | | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 20 | | | 20 | | | — | | | 20 | | |
| Wineshipping.com LLC# | One stop | | L + 5.75% | (c) | | 6.75% | | 10/2027 | | 3,102 | | | 3,072 | | | 0.3 | | | 3,071 | | |
| Wineshipping.com LLC | One stop | | L + 5.75% | (a)(c) | | 6.75% | | 10/2027 | | 23 | | | 23 | | | — | | | 23 | | |
| Wineshipping.com LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2027 | | — | | | (4) | | | — | | | (4) | | |
| Wood Fired Holding Corp. | One stop | | L + 6.25% | (c) | | 7.25% | | 12/2023 | | 2,910 | | | 2,888 | | | 0.3 | | | 2,910 | | |
| Wood Fired Holding Corp.(5) | One stop | | L + 6.25% | | | N/A(6) | | 12/2023 | | — | | | (1) | | | — | | | — | | |
| Zenput Inc.# | One stop | | L + 9.00% | (c) | | 7.00% cash/3.00% PIK | | 06/2026 | | 429 | | | 427 | | | 0.1 | | | 438 | | |
| Zenput Inc. | One stop | | L + 9.00% | (c) | | 7.00% cash/3.00% PIK | | 06/2026 | | 10 | | | 10 | | | — | | | 10 | | |
| | | | | | | | | | | 10,027 | | | 9,953 | | | 1.0 | | | 9,991 | | |
See Notes to Consolidated Financial Statements.
12
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | |
| Food Products | | | | | | | | | | | | | | | | | |
| Borrower R365 Holdings, LLC# | One stop | | L + 6.50% | (c) | | 4.50% cash/3.00% PIK | | 06/2027 | | $ | 5,147 | | | $ | 5,055 | | | 0.5 | | % | $ | 5,147 | | |
| Borrower R365 Holdings, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 06/2027 | | — | | | (2) | | | — | | | — | | |
| Flavor Producers, LLC# | Senior loan | | L + 5.75% | (c) | | 5.75% cash/1.00% PIK | | 12/2023 | | 438 | | | 436 | | | — | | | 430 | | |
| Flavor Producers, LLC | Senior loan | | L + 4.75% | | | N/A(6) | | 12/2022 | | — | | | — | | | — | | | — | | |
| Kodiak Cakes, LLC# | Senior loan | | L + 4.50% | (a) | | 5.50% | | 06/2027 | | 4,827 | | | 4,772 | | | 0.5 | | | 4,830 | | |
| Kodiak Cakes, LLC | Senior loan | | L + 4.50% | (a) | | 5.50% | | 06/2026 | | 50 | | | 48 | | | — | | | 49 | | |
| Louisiana Fish Fry Products, Ltd.# | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2027 | | 4,238 | | | 4,199 | | | 0.4 | | | 4,238 | | |
| Louisiana Fish Fry Products, Ltd. | One stop | | L + 5.75% | (a)(c) | | 6.75% | | 07/2027 | | 51 | | | 49 | | | — | | | 51 | | |
| MAPF Holdings, Inc.#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2026 | | 13,412 | | | 13,299 | | | 1.3 | | | 13,412 | | |
| MAPF Holdings, Inc. | One stop | | P + 4.50% | (f) | | 7.75% | | 12/2026 | | 40 | | | 38 | | | — | | | 40 | | |
| MAPF Holdings, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2026 | | — | | | (15) | | | — | | | — | | |
| P&P Food Safety Holdings, Inc.~ | One stop | | L + 6.00% | (c)(d) | | 7.00% | | 12/2026 | | 6,643 | | | 6,566 | | | 0.7 | | | 6,643 | | |
| P&P Food Safety Holdings, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2026 | | — | | | (1) | | | — | | | — | | |
| P&P Food Safety Holdings, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2026 | | — | | | (10) | | | — | | | — | | |
| Ultimate Baked Goods Midco LLC# | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2027 | | 2,855 | | | 2,815 | | | 0.3 | | | 2,855 | | |
| Ultimate Baked Goods Midco LLC | One stop | | L + 6.25% | (a)(c) | | 7.25% | | 08/2027 | | 35 | | | 35 | | | — | | | 35 | | |
| Whitebridge Pet Brands, LLC# | One stop | | L + 5.00% | (a) | | 6.00% | | 07/2027 | | 6,547 | | | 6,486 | | | 0.6 | | | 6,547 | | |
| Whitebridge Pet Brands, LLC | One stop | | L + 5.00% | (a) | | 6.00% | | 07/2027 | | 50 | | | 49 | | | — | | | 50 | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 44,333 | | | 43,819 | | | 4.3 | | | 44,327 | | |
See Notes to Consolidated Financial Statements.
13
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Health Care Technology | | | | | | | | | | | | | | | | | | | |
| Connexin Software, Inc.# | One stop | | L + 8.50% | (c) | | 9.50% | | 02/2024 | | $ | 1,261 | | | $ | 1,255 | | | 0.1 | | % | $ | 1,261 | | | | |
| Connexin Software, Inc. | One stop | | L + 8.50% | | | N/A(6) | | 02/2024 | | — | | | — | | | — | | | — | | | | |
| ESO Solution, Inc.# | One stop | | L + 7.00% | (c)(d) | | 8.00% | | 03/2027 | | 3,368 | | | 3,337 | | | 0.3 | | | 3,368 | | | | |
| ESO Solution, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | — | | | | |
| HSI Halo Acquisition, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 1,517 | | | 1,492 | | | 0.1 | | | 1,502 | | | | |
| HSI Halo Acquisition, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 800 | | | 790 | | | 0.1 | | | 792 | | | | |
| HSI Halo Acquisition, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 527 | | | 522 | | | 0.1 | | | 522 | | | | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 307 | | | 304 | | | — | | | 304 | | | | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 288 | | | 283 | | | — | | | 285 | | | | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 09/2025 | | 8 | | | 7 | | | — | | | 7 | | | | |
| HSI Halo Acquisition, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2026 | | — | | | (5) | | | — | | | (5) | | | | |
| Nextech Holdings, LLC#~ | One stop | | L + 5.50% | (c) | | 5.63% | | 06/2025 | | 17,626 | | | 17,527 | | | 1.7 | | | 17,626 | | | | |
| Nextech Holdings, LLC | One stop | | L + 5.50% | (c) | | 5.63% | | 06/2025 | | 715 | | | 710 | | | 0.1 | | | 715 | | | | |
| Nextech Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2025 | | — | | | (2) | | | — | | | — | | | | |
| Qgenda Intermediate Holdings, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 5,709 | | | 5,665 | | | 0.6 | | | 5,709 | | | | |
| Qgenda Intermediate Holdings, LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 5,025 | | | 5,026 | | | 0.5 | | | 5,025 | | | | |
| Qgenda Intermediate Holdings, LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 2,431 | | | 2,432 | | | 0.2 | | | 2,431 | | | | |
| Qgenda Intermediate Holdings, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 681 | | | 678 | | | 0.1 | | | 681 | | | | |
| Qgenda Intermediate Holdings, LLC | One stop | | L + 5.25% | | | N/A(6) | | 06/2025 | | — | | | — | | | — | | | — | | | | |
| Transaction Data Systems, Inc.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 02/2026 | | 11,311 | | | 11,117 | | | 1.1 | | | 11,311 | | | | |
| Transaction Data Systems, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 02/2026 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 51,574 | | | 51,136 | | | 5.0 | | | 51,534 | | | | |
| Healthcare Equipment and Supplies | | | | | | | | | | | | | | | | | | | |
| Aspen Medical Products, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 06/2025 | | 937 | | | 932 | | | 0.1 | | | 937 | | | | |
| Aspen Medical Products, LLC# | One stop | | L + 4.75% | (c) | | 5.75% | | 06/2025 | | 60 | | | 60 | | | — | | | 60 | | | | |
| Aspen Medical Products, LLC | One stop | | L + 4.75% | | | N/A(6) | | 06/2025 | | — | | | — | | | — | | | — | | | | |
| Baduhenna Bidco Limited(7)(9) | One stop | | SF + 6.93% | (d)(p) | | 7.43% | | 08/2028 | | 2,330 | | | 2,291 | | | 0.2 | | | 2,355 | | | | |
| Baduhenna Bidco Limited(7)(8)(9) | One stop | | E + 6.50% | (g)(h) | | 6.50% | | 08/2028 | | 1,475 | | | 1,450 | | | 0.2 | | | 1,397 | | | | |
| Baduhenna Bidco Limited(7)(8)(9) | One stop | | SN + 6.78% | (o) | | 6.97% | | 08/2028 | | 423 | | | 416 | | | — | | | 412 | | | | |
| Baduhenna Bidco Limited(7)(8)(9) | One stop | | E + 6.50% | (h) | | 6.50% | | 08/2028 | | 337 | | | 337 | | | — | | | 333 | | | | |
| Baduhenna Bidco Limited(5)(7)(8)(9) | One stop | | SF + 6.50% | | | N/A(6) | | 08/2028 | | — | | | (8) | | | — | | | — | | | | |
| Belmont Instrument, LLC# | Senior loan | | L + 4.75% | (c) | | 5.75% | | 12/2023 | | 1,761 | | | 1,752 | | | 0.2 | | | 1,761 | | | | |
| Blades Buyer, Inc.#~ | Senior loan | | L + 4.50% | (b)(c) | | 5.50% | | 08/2025 | | 2,152 | | | 2,138 | | | 0.2 | | | 2,152 | | | | |
| Blades Buyer, Inc. | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | | | | |
| Blades Buyer, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | (4) | | | — | | | — | | | | |
| Blue River Pet Care, LLC~ | One stop | | L + 5.00% | (a) | | 5.10% | | 07/2026 | | 10,438 | | | 10,323 | | | 1.0 | | | 10,438 | | | | |
| Blue River Pet Care, LLC | One stop | | L + 5.00% | (c) | | 5.20% | | 07/2026 | | 1,019 | | | 994 | | | 0.1 | | | 1,019 | | | | |
| Blue River Pet Care, LLC | One stop | | L + 5.00% | (c) | | 5.22% | | 08/2025 | | 180 | | | 179 | | | — | | | 180 | | | | |
| CCSL Holdings, LLC~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | 6,147 | | | 6,083 | | | 0.6 | | | 6,147 | | | | |
| CCSL Holdings, LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | 1,663 | | | 1,640 | | | 0.2 | | | 1,663 | | | | |
| CCSL Holdings, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2026 | | 40 | | | 38 | | | — | | | 40 | | | | |
| CMI Parent Inc.#~ | Senior loan | | L + 4.25% | (c) | | 5.00% | | 08/2025 | | 14,320 | | | 14,203 | | | 1.4 | | | 14,320 | | | | |
| CMI Parent Inc.# | Senior loan | | L + 4.25% | (c) | | 5.00% | | 08/2025 | | 6,856 | | | 6,792 | | | 0.7 | | | 6,856 | | | | |
| CMI Parent Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 08/2025 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 50,138 | | | 49,615 | | | 4.9 | | | 50,070 | | | | |
See Notes to Consolidated Financial Statements.
14
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Health Care Providers & Services | | | | | | | | | | | | | | | | |
| AAH TOPCO, LLC | Subordinated debt | | N/A | | | 11.50% | | 12/2031 | | $ | 996 | | | $ | 976 | | | 0.1 | | % | $ | 981 | |
| AAH TOPCO, LLC # | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2027 | | 525 | | | 520 | | | 0.1 | | | 520 | |
| AAH TOPCO, LLC (5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (1) | | | — | | | (1) | |
| AAH TOPCO, LLC (5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (85) | | | — | | | (85) | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 10.50% | (a)(c) | | 11.50% | | 03/2028 | | 2,349 | | | 2,182 | | | 0.2 | | | 2,179 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC# | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2027 | | 1,552 | | | 1,532 | | | 0.2 | | | 1,559 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2027 | | 1,384 | | | 1,367 | | | 0.1 | | | 1,391 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 10.50% | (c) | | 11.50% | | 03/2028 | | 680 | | | 672 | | | 0.1 | | | 670 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 10.50% | (a)(c) | | 11.50% | | 03/2028 | | 252 | | | 249 | | | — | | | 248 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 03/2027 | | — | | | (2) | | | — | | | — | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 03/2027 | | — | | | (13) | | | — | | | (13) | |
| CRH Healthcare Purchaser, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 3,926 | | | 3,890 | | | 0.4 | | | 3,926 | |
| CRH Healthcare Purchaser, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 1,686 | | | 1,671 | | | 0.2 | | | 1,686 | |
| CRH Healthcare Purchaser, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 1,261 | | | 1,250 | | | 0.1 | | | 1,261 | |
| CRH Healthcare Purchaser, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 854 | | | 846 | | | 0.1 | | | 854 | |
| CRH Healthcare Purchaser, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 20 | | | 19 | | | — | | | 20 | |
| Datix Bidco Limited(7)(8)(9)(17) | Senior loan | | L + 4.50% | (j) | | 4.96% | | 04/2025 | | 25,765 | | | 25,290 | | | 2.5 | | | 25,528 | |
| Datix Bidco Limited(7)(8)(9) | Second lien | | L + 7.75% | (j) | | 8.21% | | 04/2026 | | 9,143 | | | 8,971 | | | 0.9 | | | 9,058 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 1,714 | | | 1,701 | | | 0.2 | | | 1,680 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 154 | | | 154 | | | — | | | 154 | |
| Elite Dental Partners LLC | One stop | | L + 12.00% | (c) | | 13.00% PIK | | 06/2023 | | 124 | | | 124 | | | — | | | 124 | |
| Emerge Intermediate, Inc. | One stop | | L + 8.50% | (c) | | 7.00% cash/2.50% PIK | | 05/2024 | | 2,313 | | | 2,284 | | | 0.2 | | | 2,313 | |
| Emerge Intermediate, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2024 | | — | | | (1) | | | — | | | — | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 14,742 | | | 14,636 | | | 1.4 | | | 14,594 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 7,587 | | | 7,521 | | | 0.7 | | | 7,511 | |
| Encorevet Group LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 4,001 | | | 3,978 | | | 0.4 | | | 3,961 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 1,996 | | | 1,978 | | | 0.2 | | | 1,975 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (b)(c) | | 6.25% | | 11/2024 | | 1,986 | | | 1,962 | | | 0.2 | | | 1,961 | |
| Encorevet Group LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 1,796 | | | 1,796 | | | 0.2 | | | 1,778 | |
| Encorevet Group LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 1,118 | | | 1,112 | | | 0.1 | | | 1,107 | |
| Encorevet Group LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 928 | | | 923 | | | 0.1 | | | 919 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 394 | | | 391 | | | — | | | 390 | |
| Encorevet Group LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 160 | | | 160 | | | — | | | 158 | |
| Encorevet Group LLC(5) | Senior loan | | L + 5.25% | | | N/A(6) | | 11/2024 | | — | | | — | | | — | | | (1) | |
| ERC Topco Holdings, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2028 | | 16,259 | | | 16,102 | | | 1.6 | | | 16,259 | |
| ERC Topco Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (1) | | | — | | | — | |
| ERC Topco Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2028 | | — | | | (54) | | | — | | | — | |
See Notes to Consolidated Financial Statements.
15
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Health Care Providers & Services - (continued) | | | | | | | | | | | | | | | | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 2.00% cash/5.25% PIK | | 05/2023 | | $ | 3,871 | | | $ | 3,831 | | | 0.3 | | % | $ | 2,904 | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 2.00% cash/5.25% PIK | | 05/2023 | | 1,153 | | | 1,151 | | | 0.1 | | | 865 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(7)(8)(10) | One stop | | C + 4.50% | (n) | | 5.50% | | 03/2027 | | 2,760 | | | 2,730 | | | 0.3 | | | 2,899 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(7)(8)(10) | One stop | | C + 4.50% | (n) | | 5.50% | | 03/2027 | | 2,408 | | | 2,383 | | | 0.2 | | | 2,427 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.#(7)(8)(10) | One stop | | C + 4.50% | (n) | | 5.50% | | 03/2027 | | 789 | | | 783 | | | 0.1 | | | 835 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(7)(10) | One stop | | L + 4.50% | (c) | | 5.50% | | 03/2027 | | 292 | | | 280 | | | — | | | 292 | |
| Heartland Veterinary Partners LLC# | Senior loan | | L + 4.75% | (c) | | 5.75% | | 12/2026 | | 385 | | | 382 | | | — | | | 382 | |
| Heartland Veterinary Partners LLC | Senior loan | | L + 4.75% | (a)(c) | | 5.75% | | 12/2026 | | 242 | | | 219 | | | — | | | 218 | |
| Heartland Veterinary Partners LLC | Senior loan | | L + 4.75% | | | N/A(6) | | 12/2026 | | — | | | — | | | — | | | — | |
| Klick Inc.#(7)(10) | Senior loan | | L + 4.50% | (c) | | 5.50% | | 03/2028 | | 3,943 | | | 3,908 | | | 0.4 | | | 3,949 | |
| Klick Inc.(5)(7)(10) | Senior loan | | L + 4.50% | | | N/A(6) | | 03/2026 | | — | | | (1) | | | — | | | (1) | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 800 | | | 793 | | | 0.1 | | | 800 | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 470 | | | 467 | | | — | | | 470 | |
| Krueger-Gilbert Health Physics, LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 127 | | | 126 | | | — | | | 127 | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 30 | | | 30 | | | — | | | 30 | |
| Krueger-Gilbert Health Physics, LLC(5) | Senior loan | | L + 5.25% | | | N/A(6) | | 05/2025 | | — | | | (5) | | | — | | | — | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.#(7)(8)(10) | One stop | | C + 5.25% | (n) | | 6.25% | | 05/2028 | | 7,900 | | | 7,792 | | | 0.8 | | | 7,500 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(10) | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2028 | | 1,690 | | | 1,667 | | | 0.2 | | | 1,672 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.#(7)(10) | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2028 | | 1,117 | | | 1,106 | | | 0.1 | | | 1,106 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(8)(10) | One stop | | C + 5.25% | (n) | | 6.25% | | 05/2028 | | 468 | | | 455 | | | — | | | 448 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(10) | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2028 | | 65 | | | 62 | | | — | | | 62 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(10) | One stop | | L + 5.25% | (c) | | 6.25% | | 05/2026 | | 60 | | | 59 | | | — | | | 59 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(8)(10) | One stop | | C + 5.25% | (n) | | 6.25% | | 05/2026 | | 26 | | | 23 | | | — | | | 22 | |
| Suveto Buyer, LLC | One stop | | L + 4.25% | (c) | | 5.00% | | 09/2027 | | 5,461 | | | 5,353 | | | 0.5 | | | 5,461 | |
| Suveto Buyer, LLC | One stop | | L + 4.25% | (c)(f) | | 5.00% | | 09/2027 | | 83 | | | 81 | | | — | | | 83 | |
| | | | | | | | | | | 139,805 | | | 137,775 | | | 13.4 | | | 137,275 | |
See Notes to Consolidated Financial Statements.
16
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | |
| BJH Holdings III Corp.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 08/2025 | | $ | 21,317 | | | $ | 21,103 | | | 2.1 | | % | $ | 21,317 | |
| BJH Holdings III Corp.(5) | One stop | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | (5) | | | — | | | — | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.00% | (a) | | 5.00% | | 07/2025 | | 329 | | | 327 | | | — | | | 329 | |
| CR Fitness Holdings, LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 07/2025 | | 312 | | | 310 | | | — | | | 312 | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.00% | (a) | | 5.00% | | 07/2025 | | 37 | | | 37 | | | — | | | 37 | |
| Davidson Hotel Company, LLC# | One stop | | L + 6.75% | (a)(c) | | 6.25% cash/1.50% PIK | | 07/2024 | | 1,762 | | | 1,750 | | | 0.1 | | | 1,498 | |
| Davidson Hotel Company, LLC | One stop | | L + 6.75% | (a)(c) | | 6.25% cash/1.50% PIK | | 07/2024 | | 429 | | | 428 | | | — | | | 365 | |
| Davidson Hotel Company, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | (8) | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 01/2025 | | 1,717 | | | 1,702 | | | 0.2 | | | 1,717 | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 01/2025 | | 368 | | | 364 | | | — | | | 368 | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 01/2025 | | 60 | | | 60 | | | — | | | 60 | |
| Freddy's Frozen Custard LLC#~ | One stop | | L + 5.00% | (c) | | 6.00% | | 03/2027 | | 3,618 | | | 3,587 | | | 0.4 | | | 3,618 | |
| Freddy's Frozen Custard LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | — | |
| Harri US LLC# | One stop | | L + 10.00% | (c) | | 7.00% cash/4.00% PIK | | 08/2026 | | 336 | | | 292 | | | — | | | 339 | |
| Harri US LLC | One stop | | L + 6.00% | | | N/A(6) | | 08/2026 | | — | | | — | | | — | | | — | |
| Harri US LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2026 | | — | | | (3) | | | — | | | 6 | |
| SSRG Holdings, LLC#~ | One stop | | L + 4.75% | (c) | | 5.75% | | 11/2025 | | 6,336 | | | 6,295 | | | 0.6 | | | 6,336 | |
| SSRG Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 11/2025 | | 35 | | | 35 | | | — | | | 35 | |
| Sunshine Sub, LLC~ | One stop | | L + 4.75% | (a) | | 5.75% | | 05/2024 | | 1,949 | | | 1,934 | | | 0.2 | | | 1,949 | |
| Sunshine Sub, LLC | One stop | | L + 4.75% | (a) | | 5.75% | | 05/2024 | | 1,908 | | | 1,893 | | | 0.2 | | | 1,908 | |
| Sunshine Sub, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 05/2024 | | — | | | (1) | | | — | | | — | |
| Tropical Smoothie Cafe Holdings, LLC~ | Senior loan | | L + 5.25% | (a)(c) | | 6.25% | | 09/2026 | | 5,675 | | | 5,623 | | | 0.6 | | | 5,675 | |
| Tropical Smoothie Cafe Holdings, LLC# | Senior loan | | L + 5.25% | (a)(c) | | 6.25% | | 09/2026 | | 2,604 | | | 2,581 | | | 0.3 | | | 2,604 | |
| Tropical Smoothie Cafe Holdings, LLC(5) | Senior loan | | L + 5.25% | | | N/A(6) | | 09/2026 | | — | | | (1) | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 48,792 | | | 48,310 | | | 4.7 | | | 48,465 | |
See Notes to Consolidated Financial Statements.
17
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Household Durables | | | | | | | | | | | | | | | | | | | |
| Groundworks LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | $ | 1,390 | | | $ | 1,373 | | | 0.1 | | % | $ | 1,376 | | | | |
| Groundworks LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | 628 | | | 620 | | | 0.1 | | | 621 | | | | |
| Groundworks LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | 418 | | | 414 | | | — | | | 414 | | | | |
| Groundworks LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | 373 | | | 368 | | | 0.1 | | | 369 | | | | |
| Groundworks LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | 220 | | | 218 | | | — | | | 218 | | | | |
| Groundworks LLC | Senior loan | | L + 4.75% | | | N/A(6) | | 01/2026 | | — | | | — | | | — | | | — | | | | |
| Groundworks LLC(5) | Senior loan | | L + 5.00% | | | N/A(6) | | 01/2026 | | — | | | (23) | | | — | | | (24) | | | | |
| | | | | | | | | | | 3,029 | | | 2,970 | | | 0.3 | | | 2,974 | | | | |
| Household Products | | | | | | | | | | | | | | | | | | | |
| WU Holdco, Inc. ~ | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 1,218 | | | 1,211 | | | 0.1 | | | 1,219 | | | | |
| WU Holdco, Inc. # | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 434 | | | 434 | | | 0.1 | | | 434 | | | | |
| WU Holdco, Inc. | One stop | | L + 5.50% | (c) | | 5.72% | | 03/2025 | | 9 | | | 8 | | | — | | | 8 | | | | |
| WU Holdco, Inc. | One stop | | L + 5.50% | | | N/A(6) | | 03/2026 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 1,661 | | | 1,653 | | | 0.2 | | | 1,661 | | | | |
| Industrial Conglomerates | | | | | | | | | | | | | | | | | | | |
| Arch Global CCT Holdings Corp.# | Senior loan | | L + 4.50% | (c) | | 4.72% | | 04/2026 | | 911 | | | 909 | | | 0.1 | | | 911 | | | | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.50% | (c) | | 4.72% | | 04/2026 | | 445 | | | 441 | | | — | | | 444 | | | | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2025 | | — | | | — | | | — | | | — | | | | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2026 | | — | | | — | | | — | | | 2 | | | | |
| Essential Services Holdings Corporation(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2026 | | — | | | (109) | | | — | | | (111) | | | | |
| Essential Services Holdings Corporation(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2025 | | — | | | (1) | | | — | | | (1) | | | | |
| Madison Safety & Flow LLC# | Senior loan | | L + 4.00% | (a) | | 4.10% | | 03/2025 | | 171 | | | 171 | | | — | | | 171 | | | | |
| Madison Safety & Flow LLC | Senior loan | | L + 4.00% | (a) | | 4.11% | | 03/2025 | | 3 | | | 3 | | | — | | | 3 | | | | |
| Specialty Measurement Bidco Limited#(7)(8)(9) | One stop | | E + 5.75% | (g) | | 6.75% | | 11/2027 | | 3,189 | | | 3,113 | | | 0.3 | | | 3,044 | | | | |
| Specialty Measurement Bidco Limited#(7)(9) | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2027 | | 3,185 | | | 3,112 | | | 0.3 | | | 3,185 | | | | |
| Specialty Measurement Bidco Limited(5)(7)(8)(9) | One stop | | L + 5.75% | | | N/A(6) | | 11/2027 | | — | | | (18) | | | — | | | — | | | | |
| | | | | | | | | | | 7,904 | | | 7,621 | | | 0.7 | | | 7,648 | | | | |
See Notes to Consolidated Financial Statements.
18
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Insurance | | | | | | | | | | | | | | | | | | | |
| Alera Group, Inc.# | One stop | | L + 5.50% | (a) | | 6.25% | | 10/2028 | | $ | 10,859 | | | $ | 10,754 | | | 1.1 | | % | $ | 10,804 | | | | |
| Alera Group, Inc. | One stop | | L + 5.50% | (a) | | 6.25% | | 10/2028 | | 2,984 | | | 2,939 | | | 0.3 | | | 2,968 | | | | |
| Alera Group, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (17) | | | — | | | (17) | | | | |
| AMBA Buyer, Inc. # | One stop | | L + 5.75% | (c) | | 6.50% | | 07/2027 | | 1,386 | | | 1,373 | | | 0.2 | | | 1,386 | | | | |
| AMBA Buyer, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | | | |
| AMBA Buyer, Inc. (5) | One stop | | L + 5.75% | | | N/A(6) | | 07/2027 | | — | | | (4) | | | — | | | — | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.50% | (b)(c) | | 6.25% | | 08/2025 | | 1,147 | | | 1,131 | | | 0.1 | | | 1,137 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 920 | | | 914 | | | 0.1 | | | 923 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 693 | | | 684 | | | 0.1 | | | 696 | | | | |
| Integrity Marketing Acquisition, LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 359 | | | 355 | | | — | | | 360 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 314 | | | 313 | | | — | | | 316 | | | | |
| Integrity Marketing Acquisition, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 190 | | | 189 | | | — | | | 191 | | | | |
| Integrity Marketing Acquisition, LLC | One stop | | L + 5.75% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | | | | |
| Integrity Marketing Acquisition, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2025 | | — | | | (5) | | | — | | | (5) | | | | |
| J.S. Held Holdings, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 18,541 | | | 18,278 | | | 1.8 | | | 18,541 | | | | |
| J.S. Held Holdings, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 1,960 | | | 1,912 | | | 0.2 | | | 1,960 | | | | |
| J.S. Held Holdings, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 07/2025 | | 40 | | | 37 | | | — | | | 40 | | | | |
| Keystone Agency Partners LLC# | Senior loan | | L + 4.75% | (c) | | 5.75% | | 05/2027 | | 142 | | | 140 | | | — | | | 140 | | | | |
| Keystone Agency Partners LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 05/2027 | | — | | | (41) | | | — | | | (41) | | | | |
| Long Term Care Group, Inc.# | One stop | | L + 6.00% | (a) | | 6.75% | | 09/2027 | | 1,277 | | | 1,253 | | | 0.1 | | | 1,277 | | | | |
| Majesco#~ | One stop | | L + 7.25% | (c) | | 8.25% | | 09/2027 | | 7,549 | | | 7,443 | | | 0.8 | | | 7,552 | | | | |
| Majesco(5) | One stop | | L + 7.25% | | | N/A(6) | | 09/2026 | | — | | | (3) | | | — | | | — | | | | |
| Norvax, LLC# | Senior loan | | L + 5.00% | (d) | | 6.00% | | 09/2025 | | 12,802 | | | 12,735 | | | 1.2 | | | 12,674 | | | | |
| Norvax, LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 09/2025 | | 4,183 | | | 4,123 | | | 0.4 | | | 4,142 | | | | |
| Orchid Underwriters Agency, LLC~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 780 | | | 776 | | | 0.1 | | | 780 | | | | |
| Orchid Underwriters Agency, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 191 | | | 190 | | | — | | | 191 | | | | |
| Orchid Underwriters Agency, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | | | | |
| Pareto Health Intermediate Holdings, Inc. # | One stop | | L + 5.25% | (c) | | 6.25% | | 08/2025 | | 3,132 | | | 3,104 | | | 0.3 | | | 3,132 | | | | |
| Patriot Growth Insurance Services, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2028 | | 3,409 | | | 3,376 | | | 0.3 | | | 3,375 | | | | |
| Patriot Growth Insurance Services, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (1) | | | — | | | (1) | | | | |
| Patriot Growth Insurance Services, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (13) | | | — | | | (13) | | | | |
| People Corporation#(7)(8)(10) | One stop | | C + 6.25% | (n) | | 7.25% | | 02/2028 | | 5,815 | | | 5,725 | | | 0.6 | | | 5,920 | | | | |
| People Corporation(7)(8)(10) | One stop | | C + 6.25% | (n) | | 7.25% | | 02/2028 | | 1,941 | | | 1,922 | | | 0.2 | | | 1,932 | | | | |
| People Corporation(7)(8)(10) | One stop | | C + 5.50% | (m) | | 6.25% | | 02/2028 | | 270 | | | 242 | | | — | | | 157 | | | | |
| People Corporation(7)(8)(10) | One stop | | C + 6.25% | (n) | | 7.25% | | 02/2027 | | 81 | | | 79 | | | — | | | 84 | | | | |
| RSC Acquisition, Inc.~ | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2026 | | 12,306 | | | 12,118 | | | 1.2 | | | 12,183 | | | | |
| RSC Acquisition, Inc.~ | One stop | | L + 5.50% | (b)(c) | | 6.25% | | 10/2026 | | 3,159 | | | 3,006 | | | 0.3 | | | 3,127 | | | | |
| RSC Acquisition, Inc. | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2026 | | 1,083 | | | 1,073 | | | 0.1 | | | 1,072 | | | | |
| RSC Acquisition, Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2026 | | 427 | | | 423 | | | — | | | 423 | | | | |
| RSC Acquisition, Inc. | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2026 | | 330 | | | 307 | | | — | | | 306 | | | | |
| RSC Acquisition, Inc. | One stop | | P + 4.50% | (f) | | 7.75% | | 10/2026 | | 42 | | | 41 | | | — | | | 42 | | | | |
| Sunstar Insurance Group, LLC# | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 314 | | | 309 | | | — | | | 314 | | | | |
| Sunstar Insurance Group, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 158 | | | 156 | | | — | | | 158 | | | | |
| Sunstar Insurance Group, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 158 | | | 155 | | | — | | | 158 | | | | |
| Sunstar Insurance Group, LLC | Senior loan | | L + 5.75% | | | N/A(6) | | 10/2026 | | — | | | — | | | — | | | — | | | | |
| TigerRisk, LLC# | One stop | | L + 5.00% | (c) | | 6.00% | | 06/2027 | | 8,849 | | | 8,769 | | | 0.9 | | | 8,849 | | | | |
| TigerRisk, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 06/2027 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 107,791 | | | 106,259 | | | 10.4 | | | 107,233 | | | | |
See Notes to Consolidated Financial Statements.
19
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Internet & Catalog Retail | | | | | | | | | | | | | | | | | | | |
| Revalize, Inc.#~ | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | $ | 5,966 | | | $ | 5,913 | | | 0.6 | | % | $ | 5,906 | | | | |
| Revalize, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 3,492 | | | 3,461 | | | 0.3 | | | 3,457 | | | | |
| Revalize, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 2,063 | | | 2,049 | | | 0.2 | | | 2,042 | | | | |
| Revalize, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 1,731 | | | 1,716 | | | 0.2 | | | 1,714 | | | | |
| Revalize, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 1,043 | | | 1,034 | | | 0.1 | | | 1,033 | | | | |
| Revalize, Inc.# | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 778 | | | 771 | | | 0.1 | | | 771 | | | | |
| Revalize, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | (2) | | | — | | | (2) | | | | |
| Revalize, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | (6) | | | — | | | (13) | | | | |
| | | | | | | | | | | 15,073 | | | 14,936 | | | 1.5 | | | 14,908 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | | |
| Acquia, Inc.# | One stop | | L + 7.00% | (c) | | 8.00% | | 10/2025 | | 2,442 | | | 2,420 | | | 0.2 | | | 2,442 | | | | |
| Acquia, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 10/2025 | | — | | | — | | | — | | | — | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc.# | One stop | | L + 7.50% | (c) | | 8.50% cash/1.00% PIK | | 08/2025 | | 1,725 | | | 1,676 | | | 0.2 | | | 1,771 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | One stop | | L + 6.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | 1 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc.(5) | One stop | | L + 6.50% | | | N/A(6) | | 08/2025 | | — | | | (4) | | | — | | | — | | | | |
| Centrify Corporation# | One stop | | L + 5.75% | (c) | | 6.75% | | 03/2028 | | 6,547 | | | 6,460 | | | 0.6 | | | 6,547 | | | | |
| Centrify Corporation# | One stop | | L + 5.75% | (c) | | 6.75% | | 03/2028 | | 3,841 | | | 3,798 | | | 0.4 | | | 3,841 | | | | |
| Centrify Corporation(5) | One stop | | L + 5.75% | | | N/A(6) | | 03/2027 | | — | | | (3) | | | — | | | — | | | | |
| CivicPlus, LLC# | One stop | | L + 6.25% | (c) | | 7.00% | | 08/2027 | | 2,623 | | | 2,598 | | | 0.3 | | | 2,623 | | | | |
| CivicPlus, LLC | One stop | | L + 6.25% | | | N/A(6) | | 08/2027 | | — | | | — | | | — | | | — | | | | |
| CivicPlus, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2027 | | — | | | (12) | | | — | | | — | | | | |
| Cordeagle US Finco, Inc.# | One stop | | L + 6.75% | (c) | | 7.75% | | 07/2027 | | 1,440 | | | 1,413 | | | 0.1 | | | 1,440 | | | | |
| Cordeagle US Finco, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | | | | |
| Episerver, Inc.# | One stop | | L + 5.50% | (c) | | 6.50% | | 04/2026 | | 4,938 | | | 4,874 | | | 0.5 | | | 4,901 | | | | |
| Episerver, Inc.(7)(8) | One stop | | E + 5.75% | (g) | | 5.75% | | 04/2026 | | 4,665 | | | 4,626 | | | 0.4 | | | 4,589 | | | | |
| Episerver, Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 04/2026 | | 2,705 | | | 2,682 | | | 0.3 | | | 2,685 | | | | |
| Episerver, Inc.# | One stop | | L + 5.50% | (c) | | 6.50% | | 04/2026 | | 1,530 | | | 1,508 | | | 0.1 | | | 1,519 | | | | |
| Episerver, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2026 | | — | | | (3) | | | — | | | (3) | | | | |
| Episerver, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2026 | | — | | | (14) | | | — | | | (14) | | | | |
| Infinisource, Inc.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 10,329 | | | 10,230 | | | 1.0 | | | 10,226 | | | | |
| Infinisource, Inc.# | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 6,554 | | | 6,491 | | | 0.6 | | | 6,489 | | | | |
| Infinisource, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 4,924 | | | 4,878 | | | 0.5 | | | 4,875 | | | | |
| Infinisource, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 1,712 | | | 1,696 | | | 0.2 | | | 1,695 | | | | |
| Infinisource, Inc.# | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 1,221 | | | 1,207 | | | 0.1 | | | 1,209 | | | | |
| Infinisource, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | (2) | | | — | | | (2) | | | | |
| Infinisource, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | (84) | | | — | | | (86) | | | | |
| Infinisource, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | (17) | | | — | | | (17) | | | | |
| PCS Intermediate II Holdings, LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2026 | | 4,857 | | | 4,824 | | | 0.5 | | | 4,857 | | | | |
| PCS Intermediate II Holdings, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2026 | | 711 | | | 704 | | | 0.1 | | | 711 | | | | |
| PCS Intermediate II Holdings, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 01/2026 | | — | | | (1) | | | — | | | — | | | | |
| Recordxtechnologies, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 18,464 | | | 18,313 | | | 1.8 | | | 18,464 | | | | |
| Recordxtechnologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 1,684 | | | 1,666 | | | 0.2 | | | 1,684 | | | | |
| Recordxtechnologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 100 | | | 98 | | | — | | | 100 | | | | |
| Red Dawn SEI Buyer, Inc.#~ | Senior loan | | L + 4.25% | (c) | | 5.25% | | 11/2025 | | 13,404 | | | 13,296 | | | 1.3 | | | 13,356 | | | | |
| Red Dawn SEI Buyer, Inc.#(7)(8) | Senior loan | | SN + 4.50% | (o) | | 5.50% | | 11/2025 | | 9,570 | | | 9,493 | | | 0.9 | | | 9,497 | | | | |
| Red Dawn SEI Buyer, Inc. | Senior loan | | L + 4.25% | (c) | | 5.25% | | 11/2025 | | 2,383 | | | 2,368 | | | 0.2 | | | 2,375 | | | | |
See Notes to Consolidated Financial Statements.
20
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| IT Services - (continued) | | | | | | | | | | | | | | | | | | | |
| Red Dawn SEI Buyer, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 11/2025 | | $ | 988 | | | $ | 970 | | | 0.1 | | % | $ | 1,000 | | | | |
| Red Dawn SEI Buyer, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 11/2025 | | — | | | (2) | | | — | | | (1) | | | | |
| Saturn Borrower Inc.#~ | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2026 | | 8,016 | | | 7,823 | | | 0.8 | | | 7,855 | | | | |
| Saturn Borrower Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2026 | | 62 | | | 59 | | | — | | | 60 | | | | |
| | | | | | | | | | | 117,435 | | | 116,028 | | | 11.4 | | | 116,689 | | | | |
See Notes to Consolidated Financial Statements.
21
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Leisure Products | | | | | | | | | | | | | | | | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | $ | 1,455 | | | $ | 1,448 | | | 0.1 | | % | $ | 1,455 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 482 | | | 480 | | | 0.1 | | | 482 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 335 | | | 334 | | | — | | | 335 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 172 | | | 171 | | | — | | | 172 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 41 | | | 41 | | | — | | | 41 | | | | |
| | | | | | | | | | | 2,485 | | | 2,474 | | | 0.2 | | | 2,485 | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | | |
| PAS Parent Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2028 | | 14,881 | | | 14,584 | | | 1.5 | | | 14,732 | | | | |
| PAS Parent Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (13) | | | — | | | (4) | | | | |
| PAS Parent Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (78) | | | — | | | (78) | | | | |
| Unchained Labs, LLC# | Senior loan | | L + 5.50% | (a) | | 6.50% | | 08/2027 | | 366 | | | 359 | | | — | | | 366 | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (1) | | | — | | | — | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (9) | | | — | | | — | | | | |
| | | | | | | | | | | 15,247 | | | 14,842 | | | 1.5 | | | 15,016 | | | | |
| Machinery | | | | | | | | | | | | | | | | | | | |
| Bad Boy Mowers Acquisition, LLC# | Senior loan | | L + 4.25% | (c) | | 5.00% | | 03/2028 | | 730 | | | 729 | | | 0.1 | | | 730 | | | | |
| Blackbird Purchaser, Inc. #~ | Senior loan | | L + 4.50% | (c)(f) | | 5.25% | | 04/2026 | | 6,052 | | | 5,971 | | | 0.6 | | | 5,931 | | | | |
| Blackbird Purchaser, Inc. (5) | Senior loan | | L + 4.50% | | | N/A(6) | | 10/2025 | | — | | | (1) | | | — | | | (2) | | | | |
| Blackbird Purchaser, Inc. (5) | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2026 | | — | | | (12) | | | — | | | (12) | | | | |
| Blackbird Purchaser, Inc. (5) | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2026 | | — | | | (14) | | | — | | | (29) | | | | |
| Chase Industries, Inc. | Senior loan | | L + 5.50% | (c) | | 6.50% | | 05/2025 | | 1,956 | | | 1,939 | | | 0.1 | | | 1,369 | | | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2025 | | 339 | | | 336 | | | — | | | 237 | | | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2023 | | 175 | | | 174 | | | — | | | 121 | | | | |
| | | | | | | | | | | 9,252 | | | 9,122 | | | 0.8 | | | 8,345 | | | | |
| Marine | | | | | | | | | | | | | | | | | | | |
| Veson Nautical LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2025 | | 3,869 | | | 3,839 | | | 0.4 | | | 3,869 | | | | |
| Veson Nautical LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2025 | | 2,911 | | | 2,885 | | | 0.3 | | | 2,911 | | | | |
| Veson Nautical LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2025 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 6,780 | | | 6,723 | | | 0.7 | | | 6,780 | | | | |
| Media | | | | | | | | | | | | | | | | | | | |
| Triple Lift, Inc.# | One stop | | L + 5.75% | (c) | | 6.50% | | 05/2028 | | 2,123 | | | 2,085 | | | 0.2 | | | 2,123 | | | | |
| Triple Lift, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 2,123 | | | 2,084 | | | 0.2 | | | 2,123 | | | | |
| Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | | | | | |
| 3ES Innovation, Inc.#(7)(10) | One stop | | L + 6.75% | (c) | | 7.75% | | 05/2025 | | 5,608 | | | 5,541 | | | 0.5 | | | 5,608 | | | | |
| 3ES Innovation, Inc.(5)(7)(10) | One stop | | L + 6.75% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | | | |
| Drilling Info Holdings, Inc.#~ | Senior loan | | L + 4.50% | (a) | | 4.60% | | 07/2025 | | 11,930 | | | 11,711 | | | 1.2 | | | 12,007 | | | | |
| Drilling Info Holdings, Inc.#~ | Senior loan | | L + 4.25% | (a) | | 4.35% | | 07/2025 | | 9,706 | | | 9,633 | | | 0.9 | | | 9,690 | | | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2023 | | — | | | (1) | | | — | | | (1) | | | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2023 | | — | | | (2) | | | — | | | (1) | | | | |
| Project Power Buyer, LLC~ | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2026 | | 3,851 | | | 3,817 | | | 0.4 | | | 3,851 | | | | |
| Project Power Buyer, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 31,095 | | | 30,697 | | | 3.0 | | | 31,154 | | | | |
| Paper & Forest Products | | | | | | | | | | | | | | | | | | | |
| Messenger, LLC# | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2027 | | 3,910 | | | 3,871 | | | 0.4 | | | 3,871 | | | | |
| Messenger, LLC | One stop | | P + 4.75% | (c)(f) | | 7.71% | | 12/2027 | | 33 | | | 32 | | | — | | | 32 | | | | |
| Messenger, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 12/2027 | | — | | | (22) | | | — | | | (22) | | | | |
| | | | | | | | | | | 3,943 | | | 3,881 | | | 0.4 | | | 3,881 | | | | |
See Notes to Consolidated Financial Statements.
22
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | | |
| ACP Ulysses Buyer, Inc.#~ | Senior loan | | L + 5.25% | (a) | | 6.25% | | 02/2026 | | $ | 9,312 | | | $ | 9,222 | | | 0.9 | | % | $ | 9,219 | | | | |
| Amalthea Parent, Inc.#(7)(10)~ | One stop | | L + 5.00% | (a)(f) | | 5.75% | | 03/2027 | | 21,501 | | | 21,299 | | | 2.1 | | | 21,287 | | | | |
| Amalthea Parent, Inc.(5)(7)(10) | One stop | | L + 5.00% | | | N/A(6) | | 03/2027 | | — | | | (2) | | | — | | | (3) | | | | |
| Amalthea Parent, Inc.(5)(7)(10) | One stop | | L + 5.00% | | | N/A(6) | | 03/2027 | | — | | | (17) | | | — | | | (19) | | | | |
| Amalthea Parent, Inc.(5)(7)(10) | One stop | | L + 5.00% | | | N/A(6) | | 03/2027 | | — | | | (68) | | | — | | | (68) | | | | |
| Cobalt Buyer Sub, Inc.# | One stop | | L + 5.25% | (c) | | 6.00% | | 10/2028 | | 4,549 | | | 4,461 | | | 0.4 | | | 4,549 | | | | |
| Cobalt Buyer Sub, Inc. | One stop | | L + 5.25% | (c) | | 6.00% | | 10/2027 | | 9 | | | 7 | | | — | | | 9 | | | | |
| Cobalt Buyer Sub, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 10/2028 | | — | | | (15) | | | — | | | — | | | | |
| Spark Bidco Limited#(7)(8)(9) | Senior loan | | SN + 4.75% | (o) | | 4.94% | | 08/2028 | | 11,604 | | | 11,439 | | | 1.1 | | | 11,415 | | | | |
| Spark Bidco Limited(5)(7)(8)(9) | Senior loan | | SN + 4.75% | | | N/A(6) | | 02/2028 | | — | | | (1) | | | — | | | — | | | | |
| Spark Bidco Limited(5)(7)(8)(9) | Senior loan | | SN + 4.75% | | | N/A(6) | | 08/2028 | | — | | | (31) | | | — | | | 1 | | | | |
| | | | | | | | | | | 46,975 | | | 46,294 | | | 4.5 | | | 46,390 | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | | |
| IG Investments Holdings, LLC# | One stop | | L + 6.00% | (c) | | 6.75% | | 09/2028 | | 2,797 | | | 2,743 | | | 0.3 | | | 2,797 | | | | |
| IG Investments Holdings, LLC | One stop | | L + 6.00% | (a) | | 6.75% | | 09/2027 | | 21 | | | 21 | | | — | | | 21 | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp.#~ | One stop | | L + 5.25% | (c) | | 6.00% | | 11/2028 | | 26,867 | | | 26,670 | | | 2.6 | | | 26,665 | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp. | One stop | | L + 5.25% | (c) | | 6.00% | | 11/2028 | | 13 | | | 12 | | | — | | | 12 | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp.(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2028 | | — | | | (61) | | | — | | | (62) | | | | |
| Net Health Acquisition Corp.# | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 1,462 | | | 1,450 | | | 0.1 | | | 1,462 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 855 | | | 846 | | | 0.1 | | | 855 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 736 | | | 728 | | | 0.1 | | | 736 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 462 | | | 457 | | | — | | | 462 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 109 | | | 108 | | | — | | | 109 | | | | |
| Net Health Acquisition Corp.(5) | One stop | | L + 5.75% | | | N/A(6) | | 12/2025 | | — | | | (2) | | | — | | | — | | | | |
| PlanSource Holdings, Inc. # | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2025 | | 2,818 | | | 2,794 | | | 0.3 | | | 2,797 | | | | |
| PlanSource Holdings, Inc. # | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2025 | | 484 | | | 480 | | | — | | | 480 | | | | |
| PlanSource Holdings, Inc. (5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2025 | | — | | | (1) | | | — | | | (1) | | | | |
| PlanSource Holdings, Inc. (5) | One stop | | L + 6.25% | | | N/A(6) | | 04/2025 | | — | | | (4) | | | — | | | (4) | | | | |
| ProcessMAP Corporation# | One stop | | L + 6.00% | (c) | | 6.75% | | 12/2027 | | 1,698 | | | 1,681 | | | 0.2 | | | 1,681 | | | | |
| ProcessMAP Corporation(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2027 | | — | | | — | | | — | | | (1) | | | | |
| Procure Acquireco, Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2028 | | 7,862 | | | 7,783 | | | 0.8 | | | 7,783 | | | | |
| Procure Acquireco, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (1) | | | — | | | (1) | | | | |
| Procure Acquireco, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (44) | | | — | | | (45) | | | | |
| | | | | | | | | | | 46,184 | | | 45,660 | | | 4.5 | | | 45,746 | | | | |
See Notes to Consolidated Financial Statements.
23
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | | | |
| Inhabit IQ Inc.# | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | $ | 9,511 | | | $ | 9,424 | | | 1.0 | | % | $ | 9,511 | | | | |
| Inhabit IQ Inc.~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 2,744 | | | 2,725 | | | 0.3 | | | 2,744 | | | | |
| Inhabit IQ Inc.~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 2,563 | | | 2,531 | | | 0.2 | | | 2,563 | | | | |
| Inhabit IQ Inc.~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 1,108 | | | 1,101 | | | 0.1 | | | 1,108 | | | | |
| Inhabit IQ Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 904 | | | 898 | | | 0.1 | | | 904 | | | | |
| Inhabit IQ Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 390 | | | 387 | | | — | | | 390 | | | | |
| Inhabit IQ Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 331 | | | 329 | | | — | | | 331 | | | | |
| Inhabit IQ Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 330 | | | 328 | | | — | | | 330 | | | | |
| Inhabit IQ Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 260 | | | 258 | | | — | | | 260 | | | | |
| Inhabit IQ Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 137 | | | 136 | | | — | | | 137 | | | | |
| Inhabit IQ Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2025 | | — | | | (1) | | | — | | | — | | | | |
| Inhabit IQ Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2025 | | — | | | (152) | | | — | | | — | | | | |
| MRI Software LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 02/2026 | | 15,277 | | | 15,192 | | | 1.5 | | | 15,277 | | | | |
| MRI Software LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 02/2026 | | 2,234 | | | 2,187 | | | 0.2 | | | 2,234 | | | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (2) | | | — | | | — | | | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (6) | | | — | | | — | | | | |
| RPL Bidco Limited(7)(8)(9) | One stop | | SN + 5.75% | (o) | | 5.94% | | 08/2028 | | 8,713 | | | 8,589 | | | 0.9 | | | 8,503 | | | | |
| RPL Bidco Limited(7)(8)(9) | One stop | | SF + 5.75% | | | N/A(6) | | 02/2028 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 44,502 | | | 43,924 | | | 4.3 | | | 44,292 | | | | |
| Road & Rail | | | | | | | | | | | | | | | | | | |
| Channelside Acquisitona Co, Inc.# | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2028 | | 1,033 | | | 1,010 | | | 0.1 | | | 1,033 | | | | |
| Channelside Acquisitona Co, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2026 | | — | | | (1) | | | — | | | — | | | | |
| Channelside Acquisitona Co, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2028 | | — | | | (8) | | | — | | | — | | | | |
| Internet Truckstop Group LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2025 | | 7,935 | | | 7,800 | | | 0.8 | | | 7,935 | | | | |
| Internet Truckstop Group LLC# | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2025 | | 3,490 | | | 3,447 | | | 0.3 | | | 3,490 | | | | |
| Internet Truckstop Group LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 04/2025 | | — | | | (2) | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 12,458 | | | 12,246 | | | 1.2 | | | 12,458 | | | | |
See Notes to Consolidated Financial Statements.
24
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Software | | | | | | | | | | | | | | | | | | | |
| Appfire Technologies, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2027 | | $ | 13,727 | | | $ | 13,533 | | | 1.4 | | % | $ | 13,727 | | | | |
| Appfire Technologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2027 | | 20 | | | 19 | | | — | | | 20 | | | | |
| Appfire Technologies, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 03/2027 | | — | | | (6) | | | — | | | — | | | | |
| Apptio, Inc. # | One stop | | L + 7.25% | (d) | | 8.25% | | 01/2025 | | 12,605 | | | 12,477 | | | 1.2 | | | 12,605 | | | | |
| Apptio, Inc. | One stop | | L + 7.25% | (d) | | 8.25% | | 01/2025 | | 38 | | | 37 | | | — | | | 38 | | | | |
| Aras Corporation# | One stop | | L + 7.00% | (c) | | 4.25% cash/3.75% PIK | | 04/2027 | | 5,408 | | | 5,361 | | | 0.5 | | | 5,416 | | | | |
| Aras Corporation(5) | One stop | | L + 6.50% | | | N/A(6) | | 04/2027 | | — | | | (1) | | | — | | | (2) | | | | |
| Auvik Networks Inc.#(7)(10) | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2027 | | 2,964 | | | 2,936 | | | 0.3 | | | 2,964 | | | | |
| Auvik Networks Inc.(5)(7)(10) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | | | | |
| Axiom Merger Sub Inc. | One stop | | L + 6.00% | (c)(d) | | 7.00% | | 04/2026 | | 1,138 | | | 1,124 | | | 0.1 | | | 1,130 | | | | |
| Axiom Merger Sub Inc.# | One stop | | L + 6.00% | (d) | | 7.00% | | 04/2026 | | 979 | | | 970 | | | 0.1 | | | 972 | | | | |
| Axiom Merger Sub Inc.(7)(8) | One stop | | E + 6.25% | (g)(h) | | 6.25% | | 04/2026 | | 474 | | | 468 | | | — | | | 475 | | | | |
| Axiom Merger Sub Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 10/2025 | | — | | | (1) | | | — | | | — | | | | |
| Axiom Merger Sub Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2026 | | — | | | (2) | | | — | | | (2) | | | | |
| Azul Systems, Inc.~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 04/2027 | | 9,492 | | | 9,420 | | | 0.9 | | | 9,497 | | | | |
| Azul Systems, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | — | | | | |
| Bayshore Intermediate #2, L.P. | One stop | | L + 7.75% | (c) | | 8.50% | | 10/2028 | | 25,442 | | | 24,890 | | | 2.5 | | | 25,548 | | | | |
| Bayshore Intermediate #2, L.P.(5) | One stop | | L + 6.75% | | | N/A(6) | | 10/2027 | | — | | | (4) | | | — | | | (7) | | | | |
| Bearcat Buyer, Inc.# | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2026 | | 571 | | | 566 | | | 0.1 | | | 567 | | | | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2026 | | 202 | | | 201 | | | — | | | 201 | | | | |
| Bearcat Buyer, Inc.# | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2026 | | 151 | | | 150 | | | — | | | 150 | | | | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | — | | | | |
| Beqom North America, Inc.# | One stop | | L + 7.50% | (c) | | 7.00% cash/1.50% PIK | | 06/2026 | | 366 | | | 364 | | | — | | | 385 | | | | |
| Beqom North America, Inc. | One stop | | L + 6.00% | | | N/A(6) | | 06/2026 | | — | | | — | | | — | | | 1 | | | | |
| Bullhorn, Inc.#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 13,375 | | | 13,190 | | | 1.3 | | | 13,375 | | | | |
| Bullhorn, Inc.(7)(8) | One stop | | L + 6.00% | (i) | | 6.26% | | 09/2026 | | 2,386 | | | 2,354 | | | 0.3 | | | 2,631 | | | | |
| Bullhorn, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 1,466 | | | 1,446 | | | 0.1 | | | 1,466 | | | | |
| Bullhorn, Inc.#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 1,425 | | | 1,409 | | | 0.2 | | | 1,425 | | | | |
| Bullhorn, Inc.#(7)(8) | One stop | | E + 5.75% | (g) | | 5.75% | | 09/2026 | | 958 | | | 945 | | | 0.1 | | | 989 | | | | |
| Bullhorn, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 657 | | | 648 | | | 0.1 | | | 657 | | | | |
| Bullhorn, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 524 | | | 517 | | | 0.1 | | | 524 | | | | |
| Bullhorn, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2026 | | — | | | (4) | | | — | | | — | | | | |
| Bullhorn, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2026 | | — | | | (9) | | | — | | | — | | | | |
| Burning Glass Intermediate Holdings Company, Inc.# | One stop | | L + 5.00% | (a) | | 6.00% | | 06/2028 | | 3,834 | | | 3,764 | | | 0.4 | | | 3,839 | | | | |
| Burning Glass Intermediate Holdings Company, Inc. | One stop | | L + 5.00% | (c) | | 6.00% | | 06/2026 | | 21 | | | 19 | | | — | | | 20 | | | | |
| Calabrio, Inc. # | One stop | | L + 7.00% | (c) | | 8.00% | | 04/2027 | | 21,174 | | | 20,894 | | | 2.1 | | | 21,174 | | | | |
| Calabrio, Inc. (5) | One stop | | L + 7.00% | | | N/A(6) | | 04/2027 | | — | | | (4) | | | — | | | — | | | | |
| Community Brands Parentco LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 489 | | | 487 | | | 0.1 | | | 489 | | | | |
| Community Brands Parentco LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 230 | | | 229 | | | — | | | 230 | | | | |
| Community Brands Parentco LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 219 | | | 219 | | | — | | | 219 | | | | |
| Community Brands Parentco LLC | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 129 | | | 128 | | | — | | | 129 | | | | |
| Community Brands Parentco LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 125 | | | 125 | | | — | | | 125 | | | | |
| Cybergrants Holdings, LLC# | One stop | | L + 6.50% | (c) | | 7.25% | | 09/2027 | | 24,690 | | | 24,339 | | | 2.4 | | | 24,443 | | | | |
| Cybergrants Holdings, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 09/2027 | | — | | | (3) | | | — | | | (2) | | | | |
| Cybergrants Holdings, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 09/2027 | | — | | | (17) | | | — | | | (18) | | | | |
See Notes to Consolidated Financial Statements.
25
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Software - (continued) | | | | | | | | | | | | | | | | | | | |
| Daxko Acquisition Corporation#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 10/2028 | | $ | 12,654 | | | $ | 12,531 | | | 1.2 | | % | $ | 12,527 | | | | |
| Daxko Acquisition Corporation(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2027 | | — | | | (2) | | | — | | | (2) | | | | |
| Daxko Acquisition Corporation(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (15) | | | — | | | (16) | | | | |
| Diligent Corporation#~ | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2025 | | 27,703 | | | 27,480 | | | 2.7 | | | 27,858 | | | | |
| Diligent Corporation# | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 2,352 | | | 2,333 | | | 0.2 | | | 2,329 | | | | |
| Diligent Corporation | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2025 | | 433 | | | 397 | | | 0.1 | | | 435 | | | | |
| Diligent Corporation(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2025 | | — | | | (4) | | | — | | | 5 | | | | |
| Diligent Corporation(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2025 | | — | | | (35) | | | — | | | 9 | | | | |
| FirstUp, Inc# | One stop | | L + 6.75% | (c) | | 4.25% cash/3.50% PIK | | 07/2027 | | 3,227 | | | 3,198 | | | 0.3 | | | 3,227 | | | | |
| FirstUp, Inc(5) | One stop | | L + 6.25% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | | | | |
| Gainsight, Inc.# | One stop | | L + 6.75% | (c) | | 7.50% | | 07/2027 | | 3,144 | | | 3,094 | | | 0.3 | | | 3,089 | | | | |
| Gainsight, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 07/2027 | | — | | | (2) | | | — | | | (2) | | | | |
| GS Acquisitionco, Inc.#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 05/2026 | | 37,014 | | | 36,731 | | | 3.6 | | | 36,829 | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (b)(c) | | 6.75% | | 05/2026 | | 83 | | | 82 | | | — | | | 82 | | | | |
| GS Acquisitionco, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 05/2026 | | — | | | (12) | | | — | | | (26) | | | | |
| ICIMS, Inc.# | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 3,240 | | | 3,213 | | | 0.3 | | | 3,240 | | | | |
| ICIMS, Inc.# | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 1,065 | | | 1,059 | | | 0.1 | | | 1,065 | | | | |
| ICIMS, Inc.# | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 621 | | | 617 | | | 0.1 | | | 621 | | | | |
| ICIMS, Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 44 | | | 44 | | | — | | | 44 | | | | |
| Impartner, Inc.# | One stop | | L + 9.50% | (c) | | 9.30% cash/2.00% PIK | | 08/2025 | | 1,185 | | | 1,179 | | | 0.1 | | | 1,232 | | | | |
| Impartner, Inc. | One stop | | L + 9.50% | (c) | | 9.30% cash/2.00% PIK | | 08/2025 | | 93 | | | 93 | | | — | | | 97 | | | | |
| Impartner, Inc. | One stop | | L + 7.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | 4 | | | | |
| Impartner, Inc. | One stop | | L + 7.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | | | | |
| Juvare, LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 3,012 | | | 2,981 | | | 0.3 | | | 3,012 | | | | |
| Juvare, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 695 | | | 688 | | | 0.1 | | | 695 | | | | |
| Juvare, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | — | | | | |
| Juvare, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2026 | | — | | | (10) | | | — | | | — | | | | |
| Kaseya Traverse Inc# | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 05/2025 | | 15,113 | | | 14,947 | | | 1.5 | | | 15,113 | | | | |
| Kaseya Traverse Inc# | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 05/2025 | | 6,139 | | | 6,041 | | | 0.6 | | | 6,139 | | | | |
| Kaseya Traverse Inc | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 05/2025 | | 1,772 | | | 1,760 | | | 0.2 | | | 1,772 | | | | |
| Kaseya Traverse Inc | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 05/2025 | | 1,445 | | | 1,427 | | | 0.1 | | | 1,445 | | | | |
| Kaseya Traverse Inc | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 05/2025 | | 1,214 | | | 1,168 | | | 0.1 | | | 1,214 | | | | |
| Kaseya Traverse Inc(5) | One stop | | L + 6.50% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | | | |
| Mindbody, Inc. | One stop | | L + 8.50% | (c)(d) | | 8.00% cash/1.50% PIK | | 02/2025 | | 11,930 | | | 11,869 | | | 1.2 | | | 11,944 | | | | |
| Mindbody, Inc. | One stop | | L + 8.50% | (c) | | 8.00% cash/1.50% PIK | | 02/2025 | | 1,344 | | | 1,331 | | | 0.1 | | | 1,346 | | | | |
| Mindbody, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 02/2025 | | — | | | (1) | | | — | | | (1) | | | | |
| Ministry Brands Holdings LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2028 | | 9,775 | | | 9,678 | | | 0.9 | | | 9,678 | | | | |
| Ministry Brands Holdings LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (2) | | | — | | | (2) | | | | |
| Ministry Brands Holdings LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (89) | | | — | | | (89) | | | | |
| Namely, Inc.# | One stop | | L + 8.50% | (c) | | 8.25% cash/2.25% PIK | | 06/2024 | | 2,161 | | | 2,068 | | | 0.2 | | | 2,161 | | | | |
| Namely, Inc. | One stop | | L + 8.50% | (c) | | 8.25% cash/2.25% PIK | | 06/2024 | | 814 | | | 782 | | | 0.1 | | | 814 | | | | |
| Namely, Inc. | One stop | | L + 8.50% | (a) | | 8.25% cash/2.25% PIK | | 06/2024 | | 36 | | | 36 | | | — | | | 36 | | | | |
| Neo Bidco GMBH#(7)(8)(12) | One stop | | E + 6.00% | (h) | | 6.00% | | 07/2028 | | 3,016 | | | 2,974 | | | 0.3 | | | 2,902 | | | | |
| Neo Bidco GMBH(7)(8)(12) | One stop | | E + 6.00% | | | N/A(6) | | 01/2028 | | — | | | — | | | — | | | — | | | | |
| PDI TA Holdings, Inc.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2024 | | 3,357 | | | 3,333 | | | 0.3 | | | 3,357 | | | | |
See Notes to Consolidated Financial Statements.
26
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Software - (continued) | | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc.# | Second lien | | L + 8.50% | (c) | | 9.50% | | 10/2025 | | $ | 1,356 | | | $ | 1,340 | | | 0.1 | | % | $ | 1,356 | | | | |
| PDI TA Holdings, Inc.# | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2024 | | 275 | | | 273 | | | — | | | 275 | | | | |
| PDI TA Holdings, Inc.# | Second lien | | L + 8.50% | (c) | | 9.50% | | 10/2025 | | 274 | | | 271 | | | — | | | 274 | | | | |
| PDI TA Holdings, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2024 | | 200 | | | 198 | | | — | | | 200 | | | | |
| PDI TA Holdings, Inc. | Second lien | | L + 8.50% | (c)(d) | | 9.50% | | 10/2025 | | 149 | | | 148 | | | — | | | 149 | | | | |
| PDI TA Holdings, Inc.(5)(7)(8) | One stop | | SN + 4.50% | | | N/A(6) | | 10/2024 | | — | | | (3) | | | — | | | — | | | | |
| PDI TA Holdings, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 10/2024 | | — | | | (6) | | | — | | | — | | | | |
| Personify, Inc.# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2024 | | 3,244 | | | 3,230 | | | 0.3 | | | 3,244 | | | | |
| Personify, Inc.# | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2024 | | 1,955 | | | 1,941 | | | 0.2 | | | 1,955 | | | | |
| Personify, Inc. | One stop | | L + 5.25% | | | N/A(6) | | 09/2024 | | — | | | — | | | — | | | — | | | | |
| Pluralsight, LLC# | One stop | | L + 8.00% | (c) | | 9.00% | | 03/2027 | | 9,346 | | | 9,263 | | | 0.9 | | | 9,346 | | | | |
| Pluralsight, LLC(5) | One stop | | L + 8.00% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | — | | | | |
| ProcessUnity Holdings, LLC# | One stop | | L + 6.00% | (d) | | 6.75% | | 09/2028 | | 1,793 | | | 1,775 | | | 0.2 | | | 1,793 | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (1) | | | — | | | — | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (3) | | | — | | | — | | | | |
| Pyramid Healthcare Acquisition Corp.# | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2027 | | 7,301 | | | 7,236 | | | 0.7 | | | 7,301 | | | | |
| Pyramid Healthcare Acquisition Corp. | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2027 | | 251 | | | 229 | | | — | | | 251 | | | | |
| Pyramid Healthcare Acquisition Corp.(5) | One stop | | L + 4.75% | | | N/A(6) | | 05/2027 | | — | | | (2) | | | — | | | — | | | | |
| QAD, Inc.# | One stop | | L + 6.00% | (c) | | 6.75% | | 11/2027 | | 34,836 | | | 34,496 | | | 3.4 | | | 34,487 | | | | |
| QAD, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 11/2027 | | — | | | (5) | | | — | | | (5) | | | | |
| RegEd Aquireco, LLC# | Senior loan | | L + 4.25% | (a) | | 5.25% | | 12/2024 | | 1,202 | | | 1,196 | | | 0.1 | | | 1,178 | | | | |
| RegEd Aquireco, LLC | Senior loan | | L + 4.25% | (a) | | 4.35% | | 12/2024 | | 46 | | | 45 | | | — | | | 43 | | | | |
| Riskonnect Parent, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 12/2028 | | 23,720 | | | 23,485 | | | 2.3 | | | 23,482 | | | | |
| Riskonnect Parent, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (4) | | | — | | | (4) | | | | |
| Riskonnect Parent, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (113) | | | — | | | (114) | | | | |
| Rodeo Buyer Company & Absorb Software Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2027 | | 1,760 | | | 1,744 | | | 0.2 | | | 1,760 | | | | |
| Rodeo Buyer Company & Absorb Software Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 05/2027 | | — | | | (1) | | | — | | | — | | | | |
| Sontatype, Inc.# | One stop | | L + 6.75% | (c) | | 7.75% | | 12/2025 | | 12,912 | | | 12,827 | | | 1.3 | | | 12,912 | | | | |
| Sontatype, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 12/2025 | | — | | | (2) | | | — | | | — | | | | |
| Spartan Buyer Acquisition Co.# | One stop | | L + 6.25% | (c) | | 7.25% | | 12/2026 | | 12,643 | | | 12,513 | | | 1.2 | | | 12,643 | | | | |
| Spartan Buyer Acquisition Co.# | One stop | | L + 6.25% | (c) | | 7.25% | | 12/2026 | | 812 | | | 797 | | | 0.1 | | | 812 | | | | |
| Spartan Buyer Acquisition Co.(5) | One stop | | L + 6.25% | | | N/A(6) | | 12/2026 | | — | | | (2) | | | — | | | — | | | | |
| Tahoe Bidco B.V. | One stop | | L + 6.00% | (c) | | 6.75% | | 09/2028 | | 5,122 | | | 5,073 | | | 0.5 | | | 5,122 | | | | |
| Tahoe Bidco B.V. (5) | One stop | | L + 6.00% | | | N/A(6) | | 10/2027 | | — | | | (1) | | | — | | | — | | | | |
| Telesoft Holdings LLC#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 20,903 | | | 20,588 | | | 2.0 | | | 20,903 | | | | |
| Telesoft Holdings LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 12/2025 | | — | | | (3) | | | — | | | — | | | | |
| TI Intermediate Holdings, LLC~ | Senior loan | | L + 4.25% | (a) | | 4.35% | | 12/2024 | | 810 | | | 804 | | | 0.1 | | | 791 | | | | |
| TI Intermediate Holdings, LLC# | Senior loan | | L + 4.25% | (a) | | 5.25% | | 12/2024 | | 217 | | | 213 | | | — | | | 214 | | | | |
| TI Intermediate Holdings, LLC | Senior loan | | L + 4.25% | (a) | | 5.25% | | 12/2024 | | 102 | | | 100 | | | — | | | 101 | | | | |
| TI Intermediate Holdings, LLC# | Senior loan | | L + 4.50% | (a) | | 5.50% | | 12/2024 | | 38 | | | 37 | | | — | | | 37 | | | | |
| TI Intermediate Holdings, LLC | Senior loan | | L + 4.25% | (a) | | 5.25% | | 12/2024 | | 33 | | | 31 | | | — | | | 31 | | | | |
| TI Intermediate Holdings, LLC(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | (1) | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 1,935 | | | 1,915 | | | 0.2 | | | 1,935 | | | | |
| Togetherwork Holdings, LLC# | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 1,280 | | | 1,270 | | | 0.1 | | | 1,280 | | | | |
| Togetherwork Holdings, LLC# | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 859 | | | 850 | | | 0.1 | | | 859 | | | | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 741 | | | 735 | | | 0.1 | | | 741 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 494 | | | 489 | | | 0.1 | | | 494 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 473 | | | 468 | | | 0.1 | | | 473 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 468 | | | 463 | | | 0.1 | | | 468 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 435 | | | 431 | | | — | | | 435 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 399 | | | 395 | | | — | | | 400 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 300 | | | 296 | | | — | | | 300 | | | | |
See Notes to Consolidated Financial Statements.
27
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Software - (continued) | | | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | $ | 200 | | | $ | 198 | | | — | | % | $ | 200 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 180 | | | 178 | | | — | | | 180 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 84 | | | 83 | | | — | | | 84 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 81 | | | 81 | | | — | | | 81 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 17 | | | 17 | | | — | | | 17 | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (c) | | 7.25% | | 03/2025 | | 16 | | | 16 | | | — | | | 16 | | | | |
| Togetherwork Holdings, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 03/2024 | | — | | | (1) | | | — | | | — | | | | |
| Trintech, Inc.~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2024 | | 2,066 | | | 2,053 | | | 0.2 | | | 2,066 | | | | |
| Trintech, Inc.~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2024 | | 1,028 | | | 1,021 | | | 0.1 | | | 1,028 | | | | |
| Trintech, Inc. | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2024 | | 50 | | | 49 | | | — | | | 50 | | | | |
| Vector CS Midco Limited & Cloudsense Ltd.(7)(8)(9) | One stop | | L + 8.05% | (i) | | 5.30% cash/3.55% PIK | | 05/2024 | | 2,080 | | | 2,071 | | | 0.2 | | | 1,828 | | | | |
| Vector CS Midco Limited & Cloudsense Ltd.(7)(8)(9) | One stop | | L + 8.05% | (i) | | 5.30% cash/3.55% PIK | | 05/2024 | | 69 | | | 69 | | | — | | | 61 | | | | |
| Vendavo, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2027 | | 8,394 | | | 8,324 | | | 0.8 | | | 8,394 | | | | |
| Vendavo, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2027 | | — | | | (1) | | | — | | | — | | | | |
| Workforce Software, LLC# | One stop | | L + 7.00% | (c) | | 5.00% cash/3.00% PIK | | 07/2025 | | 11,096 | | | 10,943 | | | 1.1 | | | 11,096 | | | | |
| Workforce Software, LLC# | One stop | | L + 4.00% | (c) | | 5.00% | | 07/2025 | | 1,962 | | | 1,945 | | | 0.2 | | | 1,962 | | | | |
| Workforce Software, LLC | One stop | | L + 6.50% | (c) | | 7.50% | | 07/2025 | | 88 | | | 87 | | | — | | | 88 | | | | |
| | | | | | | | | | | 476,055 | | | 470,286 | | | 46.3 | | | 474,655 | | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | | |
| Consilio Midco Limited#(7)(8)(9) | One stop | | E + 6.25% | (g) | | 6.25% | | 05/2028 | | 30,256 | | | 29,958 | | | 2.9 | | | 30,043 | | | | |
| Consilio Midco Limited#(7)(9) | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2028 | | 4,517 | | | 4,434 | | | 0.4 | | | 4,393 | | | | |
| Consilio Midco Limited(7)(9) | One stop | | L + 5.75% | (c) | | 6.75% | | 05/2028 | | 845 | | | 829 | | | 0.1 | | | 822 | | | | |
| Consilio Midco Limited(7)(9) | One stop | | L + 5.75% | (c) | | 6.75% | | 05/2028 | | 287 | | | 280 | | | — | | | 279 | | | | |
| Consilio Midco Limited(5)(7)(9) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (2) | | | — | | | (3) | | | | |
| Consilio Midco Limited(5)(7)(9) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (5) | | | — | | | (15) | | | | |
| Consilio Midco Limited(5)(7)(8)(9) | One stop | | E + 6.25% | | | N/A(6) | | 05/2028 | | — | | | (12) | | | — | | | (13) | | | | |
| Consilio Midco Limited(5)(7)(9) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (1) | | | — | | | (1) | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 1,845 | | | 1,831 | | | 0.2 | | | 1,845 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 1,606 | | | 1,593 | | | 0.2 | | | 1,606 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 1,520 | | | 1,514 | | | 0.1 | | | 1,520 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 1,446 | | | 1,438 | | | 0.1 | | | 1,446 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 1,107 | | | 1,102 | | | 0.1 | | | 1,107 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 1,070 | | | 1,061 | | | 0.1 | | | 1,070 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 875 | | | 872 | | | 0.1 | | | 875 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 867 | | | 860 | | | 0.1 | | | 867 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 797 | | | 790 | | | 0.1 | | | 797 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 747 | | | 743 | | | 0.1 | | | 747 | | | | |
| Imperial Optical Midco Inc.# | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 647 | | | 643 | | | 0.1 | | | 647 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 640 | | | 635 | | | 0.1 | | | 640 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 617 | | | 614 | | | 0.1 | | | 617 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 600 | | | 594 | | | 0.1 | | | 600 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 597 | | | 595 | | | 0.1 | | | 597 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 563 | | | 559 | | | 0.1 | | | 563 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 556 | | | 551 | | | 0.1 | | | 556 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 530 | | | 526 | | | 0.1 | | | 530 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 486 | | | 484 | | | 0.1 | | | 486 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 444 | | | 442 | | | — | | | 444 | | | | |
See Notes to Consolidated Financial Statements.
28
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | $ | 443 | | | $ | 440 | | | 0.1 | | % | $ | 443 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 443 | | | 440 | | | 0.1 | | | 443 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 417 | | | 409 | | | 0.1 | | | 417 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 409 | | | 405 | | | 0.1 | | | 409 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 405 | | | 402 | | | — | | | 405 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 383 | | | 381 | | | 0.1 | | | 383 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 376 | | | 373 | | | 0.1 | | | 376 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 374 | | | 371 | | | 0.1 | | | 374 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 373 | | | 369 | | | 0.1 | | | 373 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 351 | | | 348 | | | — | | | 351 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 347 | | | 345 | | | — | | | 347 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 340 | | | 338 | | | — | | | 340 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 321 | | | 318 | | | — | | | 321 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 312 | | | 310 | | | — | | | 312 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 288 | | | 286 | | | 0.1 | | | 288 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 258 | | | 256 | | | — | | | 258 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 252 | | | 248 | | | — | | | 252 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 251 | | | 250 | | | — | | | 251 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 247 | | | 245 | | | — | | | 247 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 245 | | | 243 | | | — | | | 245 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 245 | | | 243 | | | — | | | 245 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 194 | | | 193 | | | — | | | 194 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 193 | | | 192 | | | — | | | 193 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 190 | | | 189 | | | — | | | 190 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 188 | | | 187 | | | — | | | 188 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 178 | | | 176 | | | — | | | 178 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 176 | | | 174 | | | — | | | 176 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 174 | | | 173 | | | — | | | 174 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 171 | | | 170 | | | — | | | 171 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 163 | | | 161 | | | — | | | 163 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 160 | | | 159 | | | — | | | 160 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 158 | | | 158 | | | — | | | 158 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 152 | | | 151 | | | — | | | 152 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 150 | | | 149 | | | — | | | 150 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 147 | | | 146 | | | — | | | 147 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 147 | | | 146 | | | — | | | 147 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 146 | | | 145 | | | — | | | 146 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 144 | | | 143 | | | — | | | 144 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 139 | | | 138 | | | — | | | 139 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 138 | | | 137 | | | — | | | 138 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 138 | | | 137 | | | — | | | 138 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 125 | | | 124 | | | — | | | 125 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 121 | | | 120 | | | — | | | 121 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 116 | | | 115 | | | — | | | 116 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 108 | | | 107 | | | — | | | 108 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 103 | | | 103 | | | — | | | 103 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 100 | | | 99 | | | — | | | 100 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 99 | | | 99 | | | — | | | 99 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 97 | | | 96 | | | — | | | 97 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 96 | | | 95 | | | — | | | 96 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 95 | | | 94 | | | — | | | 95 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 90 | | | 90 | | | — | | | 90 | | | | |
See Notes to Consolidated Financial Statements.
29
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | $ | 89 | | | $ | 89 | | | — | | % | $ | 89 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 85 | | | 84 | | | — | | | 85 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 85 | | | 84 | | | — | | | 85 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 79 | | | 79 | | | — | | | 79 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 78 | | | 77 | | | — | | | 78 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 72 | | | 71 | | | — | | | 72 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 69 | | | 68 | | | — | | | 69 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 67 | | | 67 | | | — | | | 67 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 67 | | | 66 | | | — | | | 67 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 62 | | | 61 | | | — | | | 62 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 59 | | | 58 | | | — | | | 59 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 58 | | | 57 | | | — | | | 58 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 56 | | | 55 | | | — | | | 56 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 55 | | | 54 | | | — | | | 55 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 55 | | | 55 | | | — | | | 55 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 54 | | | 53 | | | — | | | 54 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 52 | | | 52 | | | — | | | 52 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a)(c) | | 7.25% | | 08/2023 | | 50 | | | 50 | | | — | | | 50 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 50 | | | 50 | | | — | | | 50 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 49 | | | 49 | | | — | | | 49 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 44 | | | 44 | | | — | | | 44 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 44 | | | 44 | | | — | | | 44 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 42 | | | 42 | | | — | | | 42 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 42 | | | 42 | | | — | | | 42 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 42 | | | 42 | | | — | | | 42 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2023 | | 41 | | | 40 | | | — | | | 41 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 40 | | | 40 | | | — | | | 40 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 37 | | | 36 | | | — | | | 37 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 33 | | | 33 | | | — | | | 33 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 32 | | | 32 | | | — | | | 32 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 31 | | | 31 | | | — | | | 31 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 31 | | | 31 | | | — | | | 31 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 28 | | | 27 | | | — | | | 28 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 25 | | | 25 | | | — | | | 25 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 25 | | | 25 | | | — | | | 25 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 24 | | | 24 | | | — | | | 24 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 24 | | | 23 | | | — | | | 24 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 24 | | | 24 | | | — | | | 24 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 23 | | | 23 | | | — | | | 23 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 22 | | | 22 | | | — | | | 22 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 21 | | | 21 | | | — | | | 21 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 20 | | | 20 | | | — | | | 20 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 17 | | | 17 | | | — | | | 17 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 17 | | | 17 | | | — | | | 17 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 15 | | | 15 | | | — | | | 15 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 15 | | | 15 | | | — | | | 15 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 13 | | | 13 | | | — | | | 13 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
See Notes to Consolidated Financial Statements.
30
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | $ | 12 | | | $ | 12 | | | — | | % | $ | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 11 | | | 11 | | | — | | | 11 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 10 | | | 10 | | | — | | | 10 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 9 | | | 9 | | | — | | | 9 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 9 | | | 9 | | | — | | | 9 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 8 | | | 8 | | | — | | | 8 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 8 | | | 8 | | | — | | | 8 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 7 | | | 7 | | | — | | | 7 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 7 | | | 7 | | | — | | | 7 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 7 | | | 7 | | | — | | | 7 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 6 | | | 6 | | | — | | | 6 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 5 | | | 5 | | | — | | | 5 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 4 | | | 4 | | | — | | | 4 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2023 | | 3 | | | 3 | | | — | | | 3 | | | | |
| Imperial Optical Midco Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2023 | | — | | | (17) | | | — | | | — | | | | |
| Imperial Optical Midco Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2023 | | — | | | (47) | | | — | | | — | | | | |
| Jet Equipment & Tools Ltd.(7)(8)(10) | One stop | | C + 5.75% | (l) | | 6.75% | | 11/2024 | | 4,202 | | | 4,178 | | | 0.4 | | | 4,347 | | | | |
| Jet Equipment & Tools Ltd.#(7)(10) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 3,313 | | | 3,296 | | | 0.3 | | | 3,310 | | | | |
| Jet Equipment & Tools Ltd.#(7)(8)(10) | One stop | | C + 6.00% | (l) | | 7.00% | | 11/2024 | | 1,303 | | | 1,294 | | | 0.1 | | | 1,368 | | | | |
| Jet Equipment & Tools Ltd.#(7)(10) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 1,018 | | | 1,013 | | | 0.1 | | | 1,017 | | | | |
| Jet Equipment & Tools Ltd.#(7)(10) | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2024 | | 392 | | | 389 | | | 0.1 | | | 391 | | | | |
| Jet Equipment & Tools Ltd.(7)(10) | One stop | | L + 5.75% | (a)(f) | | 6.91% | | 11/2024 | | 115 | | | 115 | | | — | | | 115 | | | | |
| Jet Equipment & Tools Ltd.(7)(8)(10) | One stop | | C + 5.75% | (l)(q) | | 6.78% | | 11/2024 | | 56 | | | 55 | | | — | | | 55 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 1,679 | | | 1,679 | | | 0.2 | | | 1,679 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 1,145 | | | 1,137 | | | 0.1 | | | 1,145 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 1,137 | | | 1,129 | | | 0.1 | | | 1,137 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 861 | | | 855 | | | 0.1 | | | 861 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 843 | | | 837 | | | 0.1 | | | 843 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 841 | | | 835 | | | 0.1 | | | 841 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 767 | | | 761 | | | 0.1 | | | 767 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 726 | | | 721 | | | 0.1 | | | 726 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 716 | | | 710 | | | 0.1 | | | 716 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 705 | | | 700 | | | 0.1 | | | 705 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 501 | | | 497 | | | — | | | 501 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 409 | | | 406 | | | 0.1 | | | 409 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 401 | | | 398 | | | 0.1 | | | 401 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 369 | | | 367 | | | 0.1 | | | 369 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 356 | | | 354 | | | — | | | 356 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 345 | | | 345 | | | 0.1 | | | 345 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 321 | | | 318 | | | — | | | 321 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 268 | | | 266 | | | — | | | 268 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 267 | | | 265 | | | — | | | 267 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 254 | | | 252 | | | — | | | 254 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 206 | | | 206 | | | — | | | 206 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 6.50% | (e) | | 7.50% | | 05/2023 | | 204 | | | 203 | | | — | | | 204 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 183 | | | 181 | | | — | | | 183 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 148 | | | 145 | | | — | | | 148 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | P + 5.50% | (f) | | 8.75% | | 05/2023 | | 69 | | | 68 | | | — | | | 69 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 6.50% | (a) | | 7.50% | | 05/2023 | | 44 | | | 44 | | | — | | | 44 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | N/A | | | 7.90% PIK | | 05/2023 | | 9 | | | 9 | | | — | | | 9 | | | | |
| PPV Intermediate Holdings II, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 05/2023 | | — | | | (7) | | | — | | | — | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 10/2024 | | 980 | | | 975 | | | 0.1 | | | 980 | | | | |
See Notes to Consolidated Financial Statements.
31
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 10/2024 | | $ | 662 | | | $ | 658 | | | 0.1 | | % | $ | 662 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 10/2024 | | 20 | | | 20 | | | — | | | 20 | | | | |
| Titan Fitness, LLC# | One stop | | L + 6.75% | (b)(c) | | 5.75% cash/2.00% PIK | | 02/2025 | | 6,701 | | | 6,650 | | | 0.6 | | | 6,163 | | | | |
| Titan Fitness, LLC | One stop | | L + 6.75% | (c) | | 5.75% cash/2.00% PIK | | 02/2025 | | 791 | | | 785 | | | 0.1 | | | 728 | | | | |
| Titan Fitness, LLC | One stop | | L + 6.75% | (c) | | 5.75% cash/2.00% PIK | | 02/2025 | | 241 | | | 239 | | | — | | | 221 | | | | |
| Vermont Aus Pty Ltd(7)(8)(11) | Senior loan | | A + 4.75% | (k) | | 4.87% | | 02/2025 | | 428 | | | 424 | | | — | | | 453 | | | | |
| Vermont Aus Pty Ltd#(7)(8)(11) | Senior loan | | A + 4.00% | (k) | | 4.12% | | 02/2025 | | 224 | | | 221 | | | — | | | 206 | | | | |
| Vermont Aus Pty Ltd(7)(8)(11) | Senior loan | | A + 4.75% | (k) | | 4.87% | | 02/2025 | | 31 | | | 29 | | | — | | | 36 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 101,409 | | | 100,473 | | | 9.8 | | | 100,604 | | | | |
| Textiles, Apparel and Luxury Goods | | | | | | | | | | | | | | | | | | |
| Dollfus Mieg Company, Inc.#(7)(9) | One stop | | L + 6.00% | (c) | | 6.50% | | 03/2028 | | 393 | | | 388 | | | 0.1 | | | 393 | | | | |
| Dollfus Mieg Company, Inc.#(7)(9) | One stop | | L + 6.00% | (c) | | 6.50% | | 03/2028 | | 196 | | | 194 | | | — | | | 196 | | | | |
| Dollfus Mieg Company, Inc.#(7)(9) | One stop | | L + 6.00% | (c) | | 6.50% | | 03/2028 | | 172 | | | 170 | | | — | | | 172 | | | | |
| Dollfus Mieg Company, Inc.(5)(7)(8)(9) | One stop | | E + 6.00% | | | N/A(6) | | 03/2028 | | — | | | (9) | | | — | | | (1) | | | | |
| | | | | | | | | | | 761 | | | 743 | | | 0.1 | | | 760 | | | | |
| Trading Companies and Distributors | | | | | | | | | | | | | | | | | | |
| Marcone Yellowstone Buyer Inc. | One stop | | L + 5.50% | (c) | | 6.25% | | 06/2028 | | 6,400 | | | 6,287 | | | 0.6 | | | 6,384 | | | | |
| Marcone Yellowstone Buyer Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 06/2028 | | 1,381 | | | 1,355 | | | 0.1 | | | 1,377 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 7,781 | | | 7,642 | | | 0.7 | | | 7,761 | | | | |
| Water Utilities | | | | | | | | | | | | | | | | | | |
| S.J. Electro Systems, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 06/2027 | | 2,170 | | | 2,150 | | | 0.2 | | | 2,170 | | | | |
| S.J. Electro Systems, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 06/2027 | | — | | | (29) | | | — | | | — | | | | |
| S.J. Electro Systems, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 06/2027 | | — | | | (2) | | | — | | | — | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 11/2026 | | 144 | | | 128 | | | — | | | 144 | | | | |
| Vessco Midco Holdings, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 11/2026 | | 89 | | | 88 | | | — | | | 89 | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | P + 3.50% | (f) | | 6.75% | | 10/2026 | | 1 | | | 1 | | | — | | | 1 | | | | |
| | | | | | | | | | | 2,404 | | | 2,336 | | | 0.2 | | | 2,404 | | | | |
| Total debt investments | | | | | | | | | $ | 1,837,878 | | | $ | 1,814,121 | | | 177.8 | | % | $ | 1,824,520 | | | | |
See Notes to Consolidated Financial Statements.
32
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Equity investments(14)(15) | | | | | | | | | | | | | | | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC | LP units | | N/A | | | N/A | | N/A | | — | | | $ | 320 | | | — | | % | $ | 324 | | | | |
| MOP GM Holding, LLC | LP units | | N/A | | | N/A | | N/A | | — | | | 130 | | | — | | | 236 | | | | |
| POY Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 305 | | | 305 | | | 0.1 | | | 305 | | | | |
| Quick Quack Car Wash Holdings, LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 93 | | | — | | | 189 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 848 | | | 0.1 | | | 1,054 | | | | |
| Biotechnology | | | | | | | | | | | | | | | | | | | |
| Cobepa BlueSky Aggregator, SCSp | LP Interest | | N/A | | | N/A | | N/A | | 42 | | | 422 | | | — | | | 422 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Building Products | | | | | | | | | | | | | | | | | | |
| BECO Holding Company, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 122 | | | 11,834 | | | 1.2 | | | 12,432 | | | | |
| BECO Holding Company, Inc. | LP Interest | | N/A | | | N/A | | N/A | | 8 | | | 821 | | | 0.1 | | | 821 | | | | |
| | | | | | | | | | | | | 12,655 | | | 1.3 | | | 13,253 | | | | |
| Chemicals | | | | | | | | | | | | | | | | | | |
| Inhance Technologies Holdings LLC | Preferred stock | | N/A | | | N/A | | N/A | | 10 | | | 9,689 | | | 1.0 | | | 9,973 | | | | |
| Inhance Technologies Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 34 | | | — | | | 429 | | | | |
| | | | | | | | | | | | | 9,723 | | | 1.0 | | | 10,402 | | | | |
| Commercial Services and Supplies | | | | | | | | | | | | | | | | | | | |
| Amarok LLC | Common Stock | | N/A | | | N/A | | N/A | | 3,035 | | | 3,035 | | | 0.3 | | | 3,035 | | | | |
| CI (Quercus) Intermediate Holdings, LLC | LP Interest | | N/A | | | N/A | | N/A | | 233 | | | 233 | | | — | | | 245 | | | | |
| North Haven Stack Buyer, LLC | LLC units | | N/A | | | N/A | | N/A | | 156 | | | 157 | | | — | | | 162 | | | | |
| PT Intermediate Holdings III, LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 778 | | | 0.1 | | | 778 | | | | |
| | | | | | | | | | | | | 4,203 | | | 0.4 | | | 4,220 | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | | |
| CHHJ Franchising, LLC(16) | LLC units | | N/A | | | N/A | | N/A | | 8 | | | 79 | | | — | | | 103 | | | | |
| EMS LINQ, LLC | LP Interest | | N/A | | | N/A | | N/A | | 236 | | | 236 | | | — | | | 236 | | | | |
| EWC Growth Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 25 | | | — | | | 2 | | | | |
| Liminex, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 176 | | | 0.1 | | | 317 | | | | |
| | | | | | | | | | | | | 516 | | | 0.1 | | | 658 | | | | |
| Electronic Equipment, Instruments and Components | | | | | | | | | | | | | | | | | | | |
| Electrical Source Holdings, LLC | LP Interest | | N/A | | | N/A | | N/A | | — | | | 6 | | | 0.1 | | | 620 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Food & Staples Retailing | | | | | | | | | | | | | | | | | | |
| Captain D's, LLC | LLC interest | | N/A | | | N/A | | N/A | | 15 | | | 15 | | | — | | | 70 | | | | |
| Mendocino Farms, LLC | Common Stock | | N/A | | | N/A | | N/A | | 59 | | | 257 | | | 0.1 | | | 600 | | | | |
| Ruby Slipper Cafe LLC, The | LLC interest | | N/A | | | N/A | | N/A | | 6 | | | 61 | | | — | | | 19 | | | | |
| Ruby Slipper Cafe LLC, The | LLC interest | | N/A | | | N/A | | N/A | | — | | | 4 | | | — | | | 5 | | | | |
| Wood Fired Holding Corp. | LLC units | | N/A | | | N/A | | N/A | | 103 | | | 103 | | | — | | | 132 | | | | |
| Wood Fired Holding Corp. | Common Stock | | N/A | | | N/A | | N/A | | 103 | | | — | | | — | | | 165 | | | | |
| Zenput Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 57 | | | 158 | | | — | | | 182 | | | | |
| | | | | | | | | | | | | 598 | | | 0.1 | | | 1,173 | | | | |
| Food Products | | | | | | | | | | | | | | | | | | | |
| Borrower R365 Holdings, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 30 | | | 41 | | | — | | | 49 | | | | |
| Kodiak Cakes, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 112 | | | — | | | 131 | | | | |
| Kodiak Cakes, LLC | LLC units | | N/A | | | N/A | | N/A | | 76 | | | 76 | | | — | | | 77 | | | | |
| Louisiana Fish Fry Products, Ltd. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 212 | | | 0.1 | | | 188 | | | | |
| P&P Food Safety Holdings, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 130 | | | — | | | 127 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 571 | | | 0.1 | | | 572 | | | | |
See Notes to Consolidated Financial Statements.
33
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Health Care Technology | | | | | | | | | | | | | | | | | | | |
| Connexin Software, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 26 | | | $ | 26 | | | — | | % | $ | 49 | | | | |
| HSI Halo Acquisition, Inc. | LP Interest | | N/A | | | N/A | | N/A | | — | | | 75 | | | — | | | 94 | | | | |
| HSI Halo Acquisition, Inc. | LP Interest | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | | | | |
| Symplr Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 2,818 | | | 0.3 | | | 2,961 | | | | |
| Symplr Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 596 | | | 0.1 | | | 880 | | | | |
| Symplr Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 340 | | | 0.1 | | | 393 | | | | |
| Symplr Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 210 | | | — | | | 230 | | | | |
| Symplr Software, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 42 | | | — | | | — | | | 203 | | | | |
| | | | | | | | | | | | | 4,065 | | | 0.5 | | | 4,810 | | | | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | | |
| Aspen Medical Products, LLC | LP Interest | | N/A | | | N/A | | N/A | | — | | | 17 | | | — | | | 26 | | | | |
| Blue River Pet Care, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 207 | | | 0.1 | | | 434 | | | | |
| CCSL Holdings, LLC | LP Interest | | N/A | | | N/A | | N/A | | — | | | 125 | | | — | | | 111 | | | | |
| CMI Parent Inc.(16) | Common Stock | | N/A | | | N/A | | N/A | | — | | | 279 | | | — | | | 342 | | | | |
| CMI Parent Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 5 | | | — | | | 287 | | | | |
| | | | | | | | | | | | | 633 | | | 0.1 | | | 1,200 | | | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | 41 | | | 41 | | | — | | | 65 | | | | |
| CRH Healthcare Purchaser, Inc. | LP Interest | | N/A | | | N/A | | N/A | | 102 | | | 50 | | | — | | | 238 | | | | |
| Elite Dental Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 444 | | | 0.1 | | | 543 | | | | |
| Elite Dental Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 191 | | | — | | | 192 | | | | |
| Elite Dental Partners LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | | | | |
| Emerge Intermediate, Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 166 | | | — | | | 167 | | | | |
| Emerge Intermediate, Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 10 | | | — | | | 11 | | | | |
| Emerge Intermediate, Inc. | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 2 | | | — | | | — | | | | |
| Encorevet Group LLC | Common Stock | | N/A | | | N/A | | N/A | | 2 | | | 223 | | | 0.1 | | | 408 | | | | |
| Encorevet Group LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 158 | | | — | | | 280 | | | | |
| Krueger-Gilbert Health Physics, LLC | Common Stock | | N/A | | | N/A | | N/A | | 52 | | | 54 | | | — | | | 74 | | | | |
| Midwest Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 357 | | | 0.1 | | | 373 | | | | |
| Midwest Veterinary Partners, LLC | Warrant | | N/A | | | N/A | | N/A | | — | | | 13 | | | — | | | 16 | | | | |
| Midwest Veterinary Partners, LLC | Warrant | | N/A | | | N/A | | N/A | | 3 | | | — | | | — | | | 191 | | | | |
| NDX Parent, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 106 | | | — | | | 110 | | | | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(8)(10) | Common Stock | | N/A | | | N/A | | N/A | | — | | | 117 | | | — | | | 149 | | | | |
| Suveto Buyer, LLC | Common Stock | | N/A | | | N/A | | N/A | | 2 | | | 241 | | | — | | | 257 | | | | |
| | | | | | | | | | | | | 2,173 | | | 0.3 | | | 3,074 | | | | |
See Notes to Consolidated Financial Statements.
34
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | | |
| Freddy's Frozen Custard LLC | LP Interest | | N/A | | | N/A | | N/A | | 81 | | | $ | 81 | | | — | | % | $ | 123 | | | | |
| Harri US LLC | Preferred stock | | N/A | | | N/A | | N/A | | 31 | | | 198 | | | — | | | 198 | | | | |
| Harri US LLC | Warrant | | N/A | | | N/A | | N/A | | 8 | | | 46 | | | — | | | 50 | | | | |
| SSRG Holdings, LLC | LP Interest | | N/A | | | N/A | | N/A | | 40 | | | 399 | | | 0.1 | | | 482 | | | | |
| Tropical Smoothie Cafe Holdings, LLC(16) | LP Interest | | N/A | | | N/A | | N/A | | 2 | | | 191 | | | — | | | 373 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 915 | | | 0.1 | | | 1,226 | | | | |
| Household Durables | | | | | | | | | | | | | | | | | | | |
| Groundworks LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 53 | | | — | | | 150 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | | | | |
| Majesco | LP Interest | | N/A | | | N/A | | N/A | | — | | | 124 | | | — | | | 137 | | | | |
| Majesco | LP Interest | | N/A | | | N/A | | N/A | | 28 | | | — | | | — | | | 80 | | | | |
| Orchid Underwriters Agency, LLC | LP Interest | | N/A | | | N/A | | N/A | | 22 | | | 22 | | | — | | | 25 | | | | |
| | | | | | | | | | | | | 146 | | | — | | | 242 | | | | |
| Internet and Catalog Retail | | | | | | | | | | | | | | | | | | | |
| Revalize, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 8 | | | 7,472 | | | 0.8 | | | 7,661 | | | | |
| Revalize, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 5 | | | 4,484 | | | 0.4 | | | 4,598 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 11,956 | | | 1.2 | | | 12,259 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | |
| Appriss Health Intermediate Holdings, Inc | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 787 | | | 0.1 | | | 870 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 217 | | | 170 | | | 0.2 | | | 1,807 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 57 | | | 156 | | | 0.1 | | | 474 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 13 | | | 108 | | | — | | | 110 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Warrant | | N/A | | | N/A | | N/A | | 75 | | | 59 | | | 0.1 | | | 578 | | | | |
| Episerver, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 17 | | | 173 | | | — | | | 246 | | | | |
| Kentik Technologies, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 83 | | | 475 | | | — | | | 500 | | | | |
| PCS Intermediate II Holdings, LLC | LLC interest | | N/A | | | N/A | | N/A | | 13 | | | 126 | | | — | | | 146 | | | | |
| Red Dawn SEI Buyer, Inc. | LP Interest | | N/A | | | N/A | | N/A | | 219 | | | 219 | | | — | | | 333 | | | | |
| Saturn Borrower Inc. | LP units | | N/A | | | N/A | | N/A | | 139 | | | 139 | | | — | | | 71 | | | | |
| | | | | | | | | | | | 2,412 | | | 0.5 | | | 5,135 | | | | |
| Leisure Products | | | | | | | | | | | | | | | | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 15 | | | 24 | | | — | | | 28 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 10 | | | 16 | | | — | | | 19 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 9 | | | 13 | | | — | | | 16 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 8 | | | 12 | | | — | | | 14 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 3 | | | 5 | | | — | | | 6 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | 1 | | | | |
| | | | | | | | | | | | | 70 | | | — | | | 84 | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | | |
| PAS Parent Inc. | LP Interest | | N/A | | | N/A | | N/A | | 6 | | | 624 | | | 0.1 | | | 624 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Paper and Forest Products | | | | | | | | | | | | | | | | | | | |
| Messenger, LLC | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 197 | | | — | | | 197 | | | | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
35
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | | |
| Amalthea Parent, Inc.(7)(10) | LP Interest | | N/A | | | N/A | | N/A | | 199 | | | $ | 200 | | | 0.1 | | % | $ | 430 | | | | |
| Cobalt Buyer Sub, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 3,288 | | | 0.3 | | | 3,481 | | | | |
| Cobalt Buyer Sub, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 72 | | | — | | | 72 | | | | |
| Cobalt Buyer Sub, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 1 | | | — | | | 1 | | | | |
| | | | | | | | | | | | | 3,561 | | | 0.4 | | | 3,984 | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | LP Interest | | N/A | | | N/A | | N/A | | 1 | | | 133 | | | — | | | 172 | | | | |
| Procure Acquireco, Inc. | LP Interest | | N/A | | | N/A | | N/A | | — | | | 333 | | | — | | | 333 | | | | |
| | | | | | | | | | | | | 466 | | | — | | | 505 | | | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | | |
| Inhabit IQ Inc. | Common Stock | | N/A | | | N/A | | N/A | | 11 | | | 60 | | | — | | | 78 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Road & Rail | | | | | | | | | | | | | | | | | | |
| Internet Truckstop Group LLC | LP Interest | | N/A | | | N/A | | N/A | | 146 | | | 146 | | | — | | | 212 | | | | |
See Notes to Consolidated Financial Statements.
36
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Software | | | | | | | | | | | | | | | | | | |
| Aras Corporation | Preferred stock | | N/A | | | N/A | | N/A | | — | | | $ | 396 | | | 0.1 | | % | $ | 441 | | | | |
| Aras Corporation | LP Interest | | N/A | | | N/A | | N/A | | 121 | | | 121 | | | — | | | 154 | | | | |
| Astute Holdings, Inc. | LP Interest | | N/A | | | N/A | | N/A | | — | | | 83 | | | — | | | 191 | | | | |
| Auvik Networks Inc.(7)(10) | Preferred stock | | N/A | | | N/A | | N/A | | 11 | | | 111 | | | — | | | 120 | | | | |
| Bayshore Intermediate #2, L.P. | Common Stock | | N/A | | | N/A | | N/A | | 1,746 | | | 1,746 | | | 0.2 | | | 1,746 | | | | |
| Calabrio, Inc. | LP Interest | | N/A | | | N/A | | N/A | | — | | | 306 | | | — | | | 326 | | | | |
| Calabrio, Inc. | LP Interest | | N/A | | | N/A | | N/A | | 38 | | | — | | | — | | | 68 | | | | |
| Cloudbees, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 30 | | | 341 | | | — | | | 341 | | | | |
| Cloudbees, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 15 | | | 93 | | | — | | | 158 | | | | |
| Cloudbees, Inc. | Warrant | | N/A | | | N/A | | N/A | | 27 | | | 40 | | | — | | | 239 | | | | |
| Diligent Corporation | Preferred stock | | N/A | | | N/A | | N/A | | 7 | | | 6,499 | | | 0.7 | | | 7,235 | | | | |
| FirstUp, Inc | Common Stock | | N/A | | | N/A | | N/A | | 84 | | | 205 | | | — | | | 213 | | | | |
| GS Acquisitionco, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 9 | | | 9,247 | | | 1.0 | | | 9,869 | | | | |
| GS Acquisitionco, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 3 | | | 2,908 | | | 0.3 | | | 3,004 | | | | |
| GS Acquisitionco, Inc. | LP Interest | | N/A | | | N/A | | N/A | | — | | | 26 | | | — | | | 229 | | | | |
| Impartner, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 11 | | | 90 | | | — | | | 90 | | | | |
| MetricStream, Inc. | Warrant | | N/A | | | N/A | | N/A | | 44 | | | 67 | | | — | | | 53 | | | | |
| Ministry Brands Holdings LLC | LP Interest | | N/A | | | N/A | | N/A | | 361 | | | 361 | | | 0.1 | | | 361 | | | | |
| mParticle, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 65 | | | 426 | | | 0.1 | | | 455 | | | | |
| mParticle, Inc. | Warrant | | N/A | | | N/A | | N/A | | 28 | | | 6 | | | — | | | 165 | | | | |
| Namely, Inc. | Warrant | | N/A | | | N/A | | N/A | | 24 | | | 163 | | | — | | | 175 | | | | |
| Namely, Inc. | Warrant | | N/A | | | N/A | | N/A | | 8 | | | 14 | | | — | | | 10 | | | | |
| Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH | Warrant | | N/A | | | N/A | | N/A | | 2 | | | 6 | | | — | | | 16 | | | | |
| Personify, Inc. | LP Interest | | N/A | | | N/A | | N/A | | 163 | | | 171 | | | — | | | 327 | | | | |
| Pyramid Healthcare Acquisition Corp. | Common Stock | | N/A | | | N/A | | N/A | | 73 | | | 73 | | | — | | | 108 | | | | |
| QAD, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 441 | | | 0.1 | | | 441 | | | | |
| QAD, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 30 | | | — | | | — | | | — | | | | |
| RegEd Aquireco, LLC | LP Interest | | N/A | | | N/A | | N/A | | — | | | 73 | | | — | | | 45 | | | | |
| RegEd Aquireco, LLC | LP Interest | | N/A | | | N/A | | N/A | | 1 | | | — | | | — | | | — | | | | |
| Riskonnect Parent, LLC | LP Interest | | N/A | | | N/A | | N/A | | 378 | | | 378 | | | 0.1 | | | 378 | | | | |
| SnapLogic, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 66 | | | 164 | | | — | | | 339 | | | | |
| SnapLogic, Inc. | Warrant | | N/A | | | N/A | | N/A | | 25 | | | 18 | | | — | | | 93 | | | | |
| Spartan Buyer Acquisition Co. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 252 | | | 0.1 | | | 305 | | | | |
| Telesoft Holdings LLC | LP Interest | | N/A | | | N/A | | N/A | | 131 | | | 131 | | | — | | | 126 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 24,956 | | | 2.8 | | | 27,821 | | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 110 | | | — | | | 135 | | | | |
| Imperial Optical Midco Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 42 | | | — | | | 50 | | | | |
| Jet Equipment & Tools Ltd.(7)(8)(10) | LLC interest | | N/A | | | N/A | | N/A | | — | | | 173 | | | 0.1 | | | 520 | | | | |
| PPV Intermediate Holdings II, LLC | LLC interest | | N/A | | | N/A | | N/A | | 113 | | | 113 | | | — | | | 296 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 130 | | | — | | | 299 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 26 | | | — | | | 65 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 594 | | | 0.1 | | | 1,365 | | | | |
See Notes to Consolidated Financial Statements.
37
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Textiles, Apparel and Luxury Goods | | | | | | | | | | | | | | | | | | | |
| MakerSights, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 16 | | | $ | 85 | | | — | | % | $ | 95 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total equity investments | | | | $ | 82,654 | | | 9.3 | | % | $ | 95,435 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total investments | | $ | 1,837,878 | | | $ | 1,896,775 | | | 187.1 | | % | $ | 1,919,955 | | | | |
| | | | | | | | | | | | | | |
| Money market funds (included in cash and cash equivalents and restricted cash and cash equivalents) | | | | | | | | | | | |
| BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718) | | 0.00% (18) | | | | | | $ | 8,658 | | | 0.8 | | % | $ | 8,658 | | | | |
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio (CUSIP 61747C707) | | 0.03% (18) | | | | | | 4,388 | | | 0.4 | | | 4,388 | | | | |
| Total money market funds | | $ | 13,046 | | | 1.2 | | % | $ | 13,046 | | | | |
| | | | | | | | | | | | | | |
| Total investments and money market funds | | | | | | | | $ | 1,909,821 | | | 188.3 | | % | $ | 1,933,001 | | | | |
See Notes to Consolidated Financial Statements.
38
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
| | | | | | | | |
# | | Denotes that all or a portion of the loan collateralizes the DB Credit Facility (as defined in Note 8). |
~ | | Denotes that all or a portion of the loan secures the notes offered in the 2021 Debt Securitization (as defined in Note 8). |
(1) The majority of the investments bear interest at a rate that is permitted to be determined by reference to the London Interbank Offered Rate (‘‘LIBOR’’ or ‘‘L’’) denominated in U.S. dollars or U.K. pound sterling (‘‘GBP’’), Euro Interbank Offered Rate (‘‘EURIBOR’’ or ‘‘E’’), Prime (‘‘P’’), Sterling Overnight Index Average (‘‘SONIA’’ or ‘‘SN’’), Australian Interbank Rate (‘‘AUD’’ or ‘‘A’’), Canadian Bankers Acceptance Rate (‘‘CDOR’’ or ‘‘C’’), or Secured Overnight Financing Rate (‘‘SOFR’’ or ‘‘SF’’) which reset daily, monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over the applicable index and the weighted average current interest rate in effect as of December 31, 2021. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. For positions with multiple outstanding contracts, the spread for the largest outstanding contract is shown. Listed below are the index rates as of December 31, 2021, which was the last business day of the period on which the applicable index was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of December 31, 2021, as the loan may have priced or repriced based on an index rate prior to December 31, 2021.
(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 0.10% as of December 31, 2021.
(b) Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 0.15% as of December 31, 2021.
(c) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 0.21% as of December 31, 2021.
(d) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 0.34% as of December 31, 2021.
(e) Denotes that all or a portion of the loan was indexed to the 360-day LIBOR, which was 0.58% as of December 31, 2021.
(f) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.25% as of December 31, 2021.
(g) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.58% as of December 31, 2021.
(h) Denotes that all or a portion of the loan was indexed to the 180-day EURIBOR, which was -0.56% as of December 31, 2021.
(i) Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.26% as of December 31, 2021.
(j) Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.47% as of December 31, 2021.
(k) Denotes that all or a portion of the loan was indexed to the Australia Three Month Interbank Rate, which was 0.12% as of December 31, 2021.
(l) Denotes that all or a portion of the loan was indexed to the 30-day Canadian Bankers Acceptances Rate, which was 0.45% as of December 31, 2021.
(m) Denotes that all or a portion of the loan was indexed to the 60-day Canadian Bankers Acceptances Rate, which was 0.48% as of December 31, 2021.
(n) Denotes that all or a portion of the loan was indexed to the 90-day Canadian Bankers Acceptances Rate, which was 0.52% as of December 31, 2021.
(o) Denotes that all or a portion of the loan was indexed to SONIA, which was 0.19% as of December 31, 2021.
(p) Denotes that all or a portion of the loan was indexed to SOFR, which was 0.05% as of December 31, 2021.
(q) Denotes that all or a portion of the loan was indexed to the Canadian Prime Rate, which was 2.45% as of December 31, 2021.
(2)For positions with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of December 31, 2021.
(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)The fair value of the investment was valued using significant unobservable inputs. See Note 7. Fair Value Measurements.
(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)The entire commitment was unfunded as of December 31, 2021. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the ‘‘1940 Act’’). Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, total non-qualifying assets at fair value represented 12.0% of the Company’s total assets calculated in accordance with the 1940 Act.
(8)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Translation.
(9)The headquarters of this portfolio company is located in the United Kingdom.
(10)The headquarters of this portfolio company is located in Canada.
(11)The headquarters of this portfolio company is located in Australia.
(12)The headquarters of this portfolio company is located in Luxembourg.
See Notes to Consolidated Financial Statements.
39
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2021
(In thousands)
(13)The headquarters of this portfolio company is located in the Netherlands.
(14)Equity investments are non-income producing securities unless otherwise noted.
(15)Ownership of certain equity investments occurs through a holding company or partnership.
(16)The Company holds an equity investment that entitles it to receive preferential dividends.
(17)The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 - Transfers and Servicing (‘‘ASC Topic 860’’), and therefore, the asset remains in the Consolidated Schedule of Investments. See Note 8. Borrowings.
(18)The rate shown is the annualized seven-day yield as of December 31, 2021.
See Notes to Consolidated Financial Statements.
40
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Investments | | | | | | | | | | | | | | | | | | | |
| Non-controlled/non-affiliate company investments | | | | | | | | | | | | | | | | | | | |
| Debt investments | | | | | | | | | | | | | | | | | | | |
| Airlines | | | | | | | | | | | | | | | | | | | |
| Aurora Lux Finco S.A.R.L.#(7)(12) | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | $ | 7,721 | | | $ | 7,577 | | | 0.9 | | % | $ | 7,335 | | | | |
| Auto Components | | | | | | | | | | | | | | | | | | | |
| Covercraft Parent III, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 08/2027 | | 2,093 | | | 2,072 | | | 0.3 | | | 2,072 | | | | |
| Covercraft Parent III, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2027 | | — | | | (1) | | | — | | | (1) | | | | |
| Covercraft Parent III, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2027 | | — | | | (7) | | | — | | | (8) | | | | |
| North Haven Falcon Buyer, LLC# | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2027 | | 2,388 | | | 2,365 | | | 0.3 | | | 2,388 | | | | |
| North Haven Falcon Buyer, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2027 | | — | | | (7) | | | — | | | — | | | | |
| Power Stop, LLC# | Senior loan | | L + 4.50% | (a) | | 4.58% | | 10/2025 | | 662 | | | 660 | | | 0.1 | | | 662 | | | | |
| | | | | | | | | | | 5,143 | | | 5,082 | | | 0.7 | | | 5,113 | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 07/2027 | | 13,536 | | | 13,405 | | | 1.6 | | | 13,401 | | | | |
| CG Group Holdings, LLC | One stop | | L + 5.25% | (a)(c) | | 6.25% | | 07/2026 | | 168 | | | 163 | | | — | | | 164 | | | | |
| JHCC Holdings LLC | One stop | | L + 5.50% | (c)(e) | | 6.89% | | 09/2025 | | 5,041 | | | 5,003 | | | 0.7 | | | 4,991 | | | | |
| JHCC Holdings LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 09/2025 | | 2,974 | | | 2,951 | | | 0.4 | | | 2,944 | | | | |
| JHCC Holdings LLC# | One stop | | P + 4.50% | (e) | | 7.75% | | 08/2027 | | 256 | | | 253 | | | — | | | 253 | | | | |
| JHCC Holdings LLC | One stop | | P + 4.50% | (c)(e) | | 7.53% | | 09/2025 | | 7 | | | 6 | | | — | | | 6 | | | | |
| JHCC Holdings LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (17) | | | — | | | (17) | | | | |
| MOP GM Holding, LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2026 | | 9,692 | | | 9,588 | | | 1.2 | | | 9,595 | | | | |
| MOP GM Holding, LLC | One stop | | L + 5.75% | (d) | | 6.75% | | 11/2026 | | 1,042 | | | 1,031 | | | 0.1 | | | 1,032 | | | | |
| MOP GM Holding, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2026 | | 772 | | | 764 | | | 0.1 | | | 764 | | | | |
| MOP GM Holding, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2026 | | — | | | (2) | | | — | | | (2) | | | | |
| MOP GM Holding, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2026 | | — | | | (31) | | | — | | | (26) | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 1,660 | | | 1,647 | | | 0.2 | | | 1,660 | | | | |
| Quick Quack Car Wash Holdings, LLC | One stop | | L + 5.50% | (b)(c) | | 6.50% | | 10/2024 | | 810 | | | 797 | | | 0.1 | | | 810 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 808 | | | 801 | | | 0.1 | | | 808 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 705 | | | 700 | | | 0.1 | | | 705 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 471 | | | 468 | | | 0.1 | | | 471 | | | | |
| Quick Quack Car Wash Holdings, LLC~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2024 | | 384 | | | 381 | | | 0.1 | | | 384 | | | | |
| Quick Quack Car Wash Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2024 | | — | | | (1) | | | — | | | — | | | | |
| TWAS Holdings, LLC#~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | 12,234 | | | 12,099 | | | 1.5 | | | 12,234 | | | | |
| TWAS Holdings, LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | 3,175 | | | 3,141 | | | 0.4 | | | 3,175 | | | | |
| TWAS Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2026 | | — | | | (4) | | | — | | | — | | | | |
| | | | | | | | | | | 53,735 | | | 53,143 | | | 6.7 | | | 53,352 | | | | |
| Beverages | | | | | | | | | | | | | | | | | | | |
| Fintech Midco, LLC~ | One stop | | L + 5.75% | (c) | | 6.50% | | 08/2024 | | 4,834 | | | 4,805 | | | 0.6 | | | 4,786 | | | | |
| Fintech Midco, LLC# | One stop | | L + 5.75% | (b) | | 6.50% | | 08/2024 | | 3,232 | | | 3,200 | | | 0.4 | | | 3,200 | | | | |
| Fintech Midco, LLC | One stop | | L + 5.75% | (c) | | 6.50% | | 08/2024 | | 435 | | | 433 | | | 0.1 | | | 431 | | | | |
| Fintech Midco, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2024 | | — | | | (1) | | | — | | | (1) | | | | |
| Watermill Express, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 894 | | | 886 | | | 0.1 | | | 894 | | | | |
| Watermill Express, LLC | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | — | | | — | | | — | | | | |
| Watermill Express, LLC | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | — | | | — | | | — | | | | |
| Winebow Holdings, Inc.#~ | One stop | | L + 6.25% | (a) | | 7.25% | | 07/2025 | | 3,084 | | | 3,042 | | | 0.4 | | | 3,084 | | | | |
| | | | | | | | | | | 12,479 | | | 12,365 | | | 1.6 | | | 12,394 | | | | |
See Notes to Consolidated Financial Statements.
41
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Biotechnology | | | | | | | | | | | | | | | | | | | |
| BIO18 Borrower, LLC# | One stop | | L + 4.75% | (a) | | 5.75% | | 11/2024 | | $ | 1,819 | | | $ | 1,806 | | | 0.2 | | % | $ | 1,806 | | | | |
| BIO18 Borrower, LLC~ | One stop | | L + 4.75% | (a) | | 5.75% | | 11/2024 | | 1,736 | | | 1,725 | | | 0.2 | | | 1,723 | | | | |
| BIO18 Borrower, LLC | One stop | | L + 4.75% | (a) | | 5.75% | | 11/2024 | | 1,614 | | | 1,604 | | | 0.2 | | | 1,602 | | | | |
| BIO18 Borrower, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 11/2024 | | — | | | (1) | | | — | | | (1) | | | | |
| | | | | | | | | | | 5,169 | | | 5,134 | | | 0.6 | | | 5,130 | | | | |
| Chemicals | | | | | | | | | | | | | | | | | | | |
| Inhance Technologies Holdings LLC~ | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2024 | | 2,460 | | | 2,446 | | | 0.3 | | | 2,460 | | | | |
| Inhance Technologies Holdings LLC~ | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2024 | | 744 | | | 740 | | | 0.1 | | | 744 | | | | |
| Inhance Technologies Holdings LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 07/2024 | | 48 | | | 47 | | | — | | | 48 | | | | |
| PHM NL SP Bidco B.V.(7)(8)(13) | One stop | | E + 6.25% | (f) | | 6.25% | | 10/2028 | | 15,784 | | | 15,507 | | | 1.9 | | | 15,567 | | | | |
| PHM NL SP Bidco B.V.(7)(13) | One stop | | L + 6.25% | (d) | | 6.75% | | 10/2028 | | 5,922 | | | 5,819 | | | 0.7 | | | 5,841 | | | | |
| PHM NL SP Bidco B.V.(5)(7)(8)(13) | One stop | | E + 6.25% | | | N/A(6) | | 10/2028 | | 0 | | (76) | | | — | | | -76 | | | |
| | | | | | | | | | | 24,958 | | | 24,483 | | | 3.0 | | | 24,584 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Commercial Services & Supplies | | | | | | | | | | | | | | | | | | | |
| North Haven Stack Buyer, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2027 | | 3,810 | | | 3,773 | | | 0.5 | | | 3,772 | | | | |
| North Haven Stack Buyer, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2027 | | 113 | | | 85 | | | — | | | 84 | | | | |
| North Haven Stack Buyer, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2027 | | 11 | | | 10 | | | — | | | 10 | | | | |
| PT Intermediate Holdings III, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2025 | | 24,616 | | | 24,345 | | | 3.0 | | | 24,616 | | | | |
| PT Intermediate Holdings III, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2025 | | — | | | (15) | | | — | | | — | | | | |
| Radwell International, LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 07/2027 | | 1,590 | | | 1,584 | | | 0.2 | | | 1,584 | | | | |
| Radwell International, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 07/2027 | | 109 | | | 109 | | | — | | | 109 | | | | |
| Radwell International, LLC | One stop | | L + 5.50% | (c) | | 6.25% | | 07/2027 | | 52 | | | 52 | | | — | | | 52 | | | | |
| Trinity Air Consultants Holdings Corporation# | One stop | | L + 5.25% | (a) | | 6.00% | | 06/2027 | | 174 | | | 170 | | | — | | | 174 | | | | |
| Trinity Air Consultants Holdings Corporation | One stop | | L + 5.25% | | | N/A(6) | | 06/2027 | | — | | | — | | | — | | | — | | | | |
| Trinity Air Consultants Holdings Corporation(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2027 | | — | | | (8) | | | — | | | — | | | | |
| | | | | | | | | | | 30,475 | | | 30,105 | | | 3.7 | | | 30,401 | | | | |
See Notes to Consolidated Financial Statements.
42
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Communications Equipment | | | | | | | | | | | | | | | | |
| Lightning Finco Limited(7)(9) | One stop | | L + 5.75% | (c) | | 6.50% | | 09/2028 | | $ | 4,453 | | | $ | 4,365 | | | 0.5 | | % | $ | 4,364 | |
| Lightning Finco Limited(7)(8)(9) | One stop | | E + 5.75% | (f) | | 6.50% | | 09/2028 | | 543 | | | 532 | | | 0.1 | | | 519 | |
| | | | | | | | | | | 4,996 | | | 4,897 | | | 0.6 | | | 4,883 | |
| Containers and Packaging | | | | | | | | | | | | | | | | |
| AmerCareRoyal LLC# | Senior loan | | L + 5.00% | (a) | | 6.00% | | 11/2025 | | 2,790 | | | 2,771 | | | 0.3 | | | 2,790 | |
| AmerCareRoyal LLC# | Senior loan | | L + 5.00% | (a) | | 6.00% | | 11/2025 | | 576 | | | 571 | | | — | | | 576 | |
| AmerCareRoyal LLC | Senior loan | | L + 5.00% | (a) | | 6.00% | | 11/2025 | | 560 | | | 554 | | | 0.1 | | | 560 | |
| AmerCareRoyal LLC#(7) | Senior loan | | L + 5.00% | (a) | | 6.00% | | 11/2025 | | 517 | | | 514 | | | 0.1 | | | 517 | |
| Fortis Solutions Group LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 1,412 | | | 1,389 | | | 0.2 | | | 1,412 | |
| Fortis Solutions Group LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 839 | | | 825 | | | 0.1 | | | 839 | |
| Fortis Solutions Group LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 533 | | | 529 | | | 0.1 | | | 533 | |
| Fortis Solutions Group LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 212 | | | 210 | | | — | | | 212 | |
| Fortis Solutions Group LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 204 | | | 202 | | | — | | | 204 | |
| Fortis Solutions Group LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2023 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 7,643 | | | 7,565 | | | 0.9 | | | 7,643 | |
| Distributors | | | | | | | | | | | | | | | | |
| WSC Holdings Midco LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 1,287 | | | 1,274 | | | 0.2 | | | 1,274 | |
| WSC Holdings Midco LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | (1) | |
| WSC Holdings Midco LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (8) | | | — | | | (8) | |
| | | | | | | | | | | 1,287 | | | 1,265 | | | 0.2 | | | 1,265 | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 630 | | | 618 | | | 0.1 | | | 630 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 598 | | | 578 | | | 0.1 | | | 598 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 423 | | | 419 | | | 0.1 | | | 423 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 298 | | | 292 | | | — | | | 298 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 263 | | | 248 | | | — | | | 263 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 5.37% | | 02/2026 | | 151 | | | 147 | | | — | | | 151 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 95 | | | 88 | | | — | | | 95 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 02/2026 | | 52 | | | 39 | | | — | | | 52 | |
| Certus Pest, Inc. | One stop | | L + 5.25% | | | N/A(6) | | 02/2026 | | — | | | — | | | — | | | — | |
| Certus Pest, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 02/2026 | | — | | | (2) | | | — | | | — | |
| Certus Pest, Inc. | One stop | | L + 5.25% | | | N/A(6) | | 02/2026 | | — | | | — | | | — | | | — | |
| CHHJ Franchising, LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | 1,097 | | | 1,087 | | | 0.1 | | | 1,097 | |
| CHHJ Franchising, LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 01/2026 | | 5 | | | 4 | | | — | | | 5 | |
| COP Hometown Acquisitions, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 741 | | | 733 | | | 0.1 | | | 733 | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 722 | | | 711 | | | 0.1 | | | 711 | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 07/2027 | | 256 | | | 252 | | | — | | | 249 | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | |
| EWC Growth Partners LLC | One stop | | L + 7.50% | (c) | | 6.50% cash/2.00% PIK | | 03/2026 | | 446 | | | 430 | | | 0.1 | | | 424 | |
| EWC Growth Partners LLC# | One stop | | L + 7.50% | (c) | | 6.50% cash/2.00% PIK | | 03/2026 | | 62 | | | 62 | | | — | | | 59 | |
| EWC Growth Partners LLC | One stop | | L + 7.50% | (c) | | 6.50% cash/2.00% PIK | | 03/2026 | | 18 | | | 18 | | | — | | | 17 | |
| Flores & Associates, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 04/2027 | | 1,490 | | | 1,473 | | | 0.2 | | | 1,490 | |
| Flores & Associates, LLC | One stop | | L + 4.75% | (b)(c) | | 5.75% | | 04/2027 | | 332 | | | 329 | | | — | | | 332 | |
| | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
43
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Diversified Consumer Services - (continued) | | | | | | | | | | | | | | | | |
| Flores & Associates, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 04/2027 | | $ | 307 | | | $ | 303 | | | — | | % | $ | 307 | |
| Flores & Associates, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 04/2027 | | — | | | (1) | | | — | | | — | |
| FSS Buyer LLC# | One stop | | L + 5.75% | (c) | | 6.50% | | 08/2028 | | 2,356 | | | 2,310 | | | 0.3 | | | 2,309 | |
| FSS Buyer LLC | One stop | | L + 5.75% | (c) | | 6.50% | | 08/2027 | | 17 | | | 16 | | | — | | | 16 | |
| Learn-it Systems, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 03/2025 | | 751 | | | 743 | | | 0.1 | | | 750 | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 03/2025 | | 569 | | | 564 | | | 0.1 | | | 568 | |
| Learn-it Systems, LLC | Senior loan | | L + 4.50% | (b) | | 5.50% | | 03/2025 | | 5 | | | 5 | | | — | | | 5 | |
| Learn-it Systems, LLC(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 03/2025 | | — | | | (4) | | | — | | | 3 | |
| Liminex, Inc.# | One stop | | L + 7.25% | (c) | | 8.25% | | 11/2026 | | 19521 | | 19,336 | | | 2.4 | | | 19,521 | |
| Liminex, Inc.# | One stop | | L + 7.25% | (c) | | 8.25% | | 11/2026 | | 10188 | | 10,101 | | | 1.3 | | | 10,188 | |
| Liminex, Inc.(5) | One stop | | L + 7.25% | | | N/A(6) | | 11/2026 | | 0 | | (1) | | | — | | | — | |
| Litera Bidco LLC# | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2026 | | 1070 | | 1,058 | | | 0.1 | | | 1,076 | |
| Litera Bidco LLC# | One stop | | L + 5.75% | (a) | | 6.75% | | 05/2026 | | 614 | | 609 | | | 0.1 | | | 611 | |
| Litera Bidco LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 05/2026 | | 275 | | 273 | | | — | | | 274 | |
| Litera Bidco LLC | One stop | | L + 5.75% | (a) | | 6.75% | | 05/2026 | | 275 | | 275 | | | — | | | 274 | |
| Litera Bidco LLC | One stop | | L + 6.00% | (a) | | 7.00% | | 05/2026 | | 34 | | 32 | | | — | | | 34 | |
| Litera Bidco LLC | One stop | | L + 5.75% | | | N/A(6) | | 05/2025 | | — | | | — | | | — | | | — | |
| Provenance Buyer LLC#~ | One stop | | L + 5.50% | (c) | | 6.25% | | 06/2027 | | 2978 | | 2,920 | | | 0.4 | | | 2,978 | |
| Provenance Buyer LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2027 | | — | | | (2) | | | — | | | — | |
| Provenance Buyer LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 06/2027 | | — | | | (42) | | | — | | | — | |
| | | | | | | | | | | 46,639 | | | 46,021 | | | 5.7 | | | 46,541 | |
| Diversified Financial Services | | | | | | | | | | | | | | | | |
| AxiomSL Group, Inc.# | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2027 | | 1,261 | | | 1,236 | | | 0.2 | | | 1,235 | |
| AxiomSL Group, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2027 | | — | | | (3) | | | — | | | (3) | |
| AxiomSL Group, Inc. | One stop | | L + 6.00% | | | N/A(6) | | 12/2025 | | — | | | — | | | — | | | — | |
| Banker's Toolbox, Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 07/2027 | | 3,484 | | | 3,450 | | | 0.4 | | | 3,484 | |
| Banker's Toolbox, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | — | |
| Banker's Toolbox, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (7) | | | — | | | — | |
| Higginbotham Insurance Agency, Inc.# | One stop | | L + 5.50% | (a) | | 6.25% | | 11/2026 | | 1,439 | | | 1,420 | | | 0.2 | | | 1,439 | |
| Higginbotham Insurance Agency, Inc. | One stop | | L + 5.50% | (a) | | 6.25% | | 11/2026 | | 331 | | | 326 | | | — | | | 331 | |
| | | | | | | | | | | 6,515 | | | 6,421 | | | 0.8 | | | 6,486 | |
| Diversified Telecommunications Services | | | | | | | | | | | | | | | | |
| NTI Connect, LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 12/2024 | | 644 | | | 633 | | | 0.1 | | | 644 | |
See Notes to Consolidated Financial Statements.
44
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Electronic Equipment, Instruments and Components | | | | | | | | | | | | | | | | |
| ES Acquisition LLC#~ | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | $ | 15,658 | | | $ | 15,551 | | | 2.0 | | % | $ | 15,580 | |
| ES Acquisition LLC# | One stop | | L + 5.50% | (c) | | 6.25% | | 11/2025 | | 12,653 | | | 12,591 | | | 1.5 | | | 12,589 | |
| ES Acquisition LLC~ | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 3,311 | | | 3,288 | | | 0.4 | | | 3,295 | |
| ES Acquisition LLC~ | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 1,904 | | | 1,853 | | | 0.2 | | | 1,894 | |
| ES Acquisition LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 1,701 | | | 1,701 | | | 0.2 | | | 1,692 | |
| ES Acquisition LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 1,102 | | | 1,094 | | | 0.1 | | | 1,096 | |
| ES Acquisition LLC | Second lien | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 848 | | | 842 | | | 0.1 | | | 843 | |
| ES Acquisition LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 749 | | | 726 | | | 0.1 | | | 736 | |
| ES Acquisition LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 11/2025 | | 118 | | | 116 | | | — | | | 116 | |
| ES Acquisition LLC | One stop | | L + 5.50% | | | N/A(6) | | 11/2025 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 38,044 | | | 37,762 | | | 4.6 | | | 37,841 | |
| | | | | | | | | | | | | | | | | |
| Food & Staples Retailing | | | | | | | | | | | | | | | | |
| Captain D's, LLC~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 1,193 | | | 1,186 | | | 0.2 | | | 1,193 | |
| Captain D's, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2023 | | 198 | | 195 | | — | | | 198 |
| Captain D's, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2023 | | — | | | — | | | — | | | — | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 596 | | | 593 | | | 0.1 | | | 596 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 305 | | | 304 | | | — | | | 305 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 240 | | | 239 | | | — | | | 240 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 235 | | | 235 | | | — | | | 235 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 116 | | | 115 | | | — | | | 116 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 116 | | | 115 | | | — | | | 116 | |
| Mendocino Farms, LLC | One stop | | L + 8.50% | (a) | | 2.00% cash/7.50% PIK | | 06/2023 | | 57 | | | 57 | | | — | | | 57 | |
| Mendocino Farms, LLC(5) | One stop | | L + 7.50% | | | N/A(6) | | 06/2023 | | — | | | (7) | | | — | | | — | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 332 | | | 331 | | | 0.1 | | | 325 | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 117 | | | 116 | | | — | | | 114 | |
| Ruby Slipper Cafe LLC, The | One stop | | L + 7.50% | (c) | | 8.50% | | 01/2023 | | 20 | | | 20 | | | — | | | 20 | |
| Wood Fired Holding Corp. | One stop | | L + 7.25% | (c) | | 7.25% cash/1.00% PIK | | 12/2023 | | 3,196 | | | 3,169 | | | 0.4 | | | 3,196 | |
| Wood Fired Holding Corp. | One stop | | L + 7.25% | (c) | | 7.25% cash/1.00% PIK | | 12/2023 | | 287 | | | 284 | | | — | | | 287 | |
| Wood Fired Holding Corp.(5) | One stop | | L + 6.25% | | | N/A(6) | | 12/2023 | | — | | | (1) | | | — | | | — | |
| Zenput Inc.# | One stop | | L + 9.00% | (c) | | 7.00% cash/3.00% PIK | | 06/2026 | | 426 | | | 424 | | | 0.1 | | | 435 | |
| Zenput Inc. | One stop | | L + 9.00% | (c) | | 7.00% cash/3.00% PIK | | 06/2026 | | 10 | | | 10 | | | — | | | 10 | |
| | | | | | | | | | | 7,444 | | | 7,385 | | | 0.9 | | | 7,443 | |
| | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
45
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Food Products | | | | | | | | | | | | | | | | |
| Borrower R365 Holdings, LLC# | One stop | | L + 6.50% | (c) | | 4.50% cash/3.00% PIK | | 06/2027 | | $ | 5,099 | | | $ | 5,003 | | | 0.6 | | % | $ | 5,099 | |
| Borrower R365 Holdings, LLC | One stop | | L + 6.50% | (c) | | 7.50% | | 06/2027 | | 43 | | | 41 | | | — | | | 43 | |
| FCID Merger Sub, Inc.~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2026 | | 6,201 | | | 6,124 | | | 0.8 | | | 6,201 | |
| FCID Merger Sub, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2026 | | — | | | (1) | | | — | | | — | |
| FCID Merger Sub, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2026 | | — | | | (12) | | | — | | | — | |
| Flavor Producers, LLC# | Senior loan | | L + 5.75% | (c) | | 5.75% cash/1.00% PIK | | 12/2023 | | 438 | | | 435 | | | 0.1 | | | 430 | |
| Flavor Producers, LLC | Senior loan | | L + 4.75% | | | N/A(6) | | 12/2022 | | — | | | — | | | — | | | — | |
| Kodiak Cakes, LLC# | Senior loan | | L + 4.50% | (a) | | 5.50% | | 06/2027 | | 4,827 | | | 4,769 | | | 0.6 | | | 4,831 | |
| Kodiak Cakes, LLC | Senior loan | | L + 4.50% | (a) | | 5.50% | | 06/2026 | | 50 | | | 48 | | | — | | | 49 | |
| Louisiana Fish Fry Products, Ltd.# | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2027 | | 4,249 | | | 4,207 | | | 0.5 | | | 4,206 | |
| Louisiana Fish Fry Products, Ltd. | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2027 | | 36 | | | 35 | | | — | | | 35 | |
| MAPF Holdings, Inc.#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2026 | | 13,441 | | | 13,322 | | | 1.7 | | | 13,441 | |
| MAPF Holdings, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2026 | | — | | | (15) | | | — | | | — | |
| MAPF Holdings, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2026 | | — | | | (3) | | | — | | | — | |
| Ultimate Baked Goods Midco LLC# | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2027 | | 2,855 | | | 2,813 | | | 0.3 | | | 2,827 | |
| Ultimate Baked Goods Midco LLC | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2027 | | 11 | | | 10 | | | — | | | 10 | |
| Whitebridge Pet Brands, LLC# | One stop | | L + 5.00% | (a) | | 6.00% | | 07/2027 | | 6,564 | | | 6,500 | | | 0.8 | | | 6,498 | |
| Whitebridge Pet Brands, LLC | One stop | | L + 5.00% | (a) | | 6.00% | | 07/2027 | | 10 | | | 9 | | | — | | | 9 | |
| | | | | | | | | | | 43,824 | | | 43,285 | | | 5.4 | | | 43,679 | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | |
| Aspen Medical Products, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 06/2025 | | 937 | | | 931 | | | 0.1 | | | 937 | |
| Aspen Medical Products, LLC# | One stop | | L + 4.75% | (c) | | 5.75% | | 06/2025 | | 60 | | | 60 | | | — | | | 60 | |
| Aspen Medical Products, LLC | One stop | | L + 4.75% | | | N/A(6) | | 06/2025 | | — | | | — | | | — | | | — | |
| Baduhenna Bidco Limited(7)(9) | One stop | | SF + 6.50% | (m) | | 6.55% | | 08/2028 | | 2,330 | | | 2,290 | | | 0.3 | | | 2,298 | |
| Baduhenna Bidco Limited(7)(8)(9) | One stop | | E + 6.50% | (f) | | 6.50% | | 08/2028 | | 1,475 | | | 1,449 | | | 0.2 | | | 1,423 | |
| Baduhenna Bidco Limited(7)(8)(9) | One stop | | SN + 6.50% | (l) | | 6.55% | | 08/2028 | | 423 | | | 416 | | | — | | | 405 | |
| Baduhenna Bidco Limited(5)(7)(8)(9) | One stop | | SN + 6.75% | | | N/A(6) | | 08/2028 | | — | | | (13) | | | — | | | (13) | |
| Belmont Instrument, LLC# | Senior loan | | L + 4.75% | (c) | | 5.75% | | 12/2023 | | 1,766 | | | 1,756 | | | 0.2 | | | 1,766 | |
| Blades Buyer, Inc.#~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 08/2025 | | 2,158 | | | 2,143 | | | 0.3 | | | 2,158 | |
| Blades Buyer, Inc. | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | |
| Blades Buyer, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2025 | | — | | | (4) | | | — | | | — | |
| Blue River Pet Care, LLC~ | One stop | | L + 5.00% | (a) | | 5.08% | | 07/2026 | | 8,393 | | | 8,321 | | | 1.0 | | | 8,309 | |
| Blue River Pet Care, LLC | One stop | | L + 5.00% | (a)(c) | | 5.10% | | 07/2026 | | 1,278 | | | 1,263 | | | 0.2 | | | 1,265 | |
| Blue River Pet Care, LLC | One stop | | L + 5.00% | (c) | | 5.13% | | 07/2026 | | 116 | | | 82 | | | — | | | 81 | |
| Blue River Pet Care, LLC(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2025 | | — | | | (1) | | | — | | | (2) | |
| CCSL Holdings, LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2026 | | 6,163 | | | 6,095 | | | 0.8 | | | 6,163 | |
| CCSL Holdings, LLC | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2026 | | 1,663 | | | 1,639 | | | 0.2 | | | 1,663 | |
| CCSL Holdings, LLC | One stop | | P + 4.75% | (e) | | 8.00% | | 12/2026 | | 10 | | | 8 | | | — | | | 10 | |
| CMI Parent Inc.#~ | Senior loan | | L + 4.00% | (c) | | 5.00% | | 08/2025 | | 14,357 | | | 14,266 | | | 1.7 | | | 14,214 | |
| CMI Parent Inc.(5) | Senior loan | | L + 4.00% | | | N/A(6) | | 08/2025 | | — | | | (1) | | | — | | | (2) | |
| | | | | | | | | | | 41,129 | | | 40,700 | | | 5.0 | | | 40,735 | |
See Notes to Consolidated Financial Statements.
46
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Health Care Providers & Services | | | | | | | | | | | | | | | | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC# | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2027 | | $ | 1,556 | | | $ | 1,535 | | | 0.2 | | % | $ | 1,556 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 10.50% | (c) | | 11.50% | | 03/2028 | | 658 | | | 649 | | | 0.1 | | | 658 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2027 | | 652 | | | 635 | | | 0.1 | | | 652 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | One stop | | L + 10.50% | (c) | | 11.50% | | 03/2028 | | 185 | | | 182 | | | — | | | 185 | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 03/2027 | | — | | | (2) | | | — | | | — | |
| CRH Healthcare Purchaser, Inc.~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 3,926 | | | 3,887 | | | 0.5 | | | 3,887 | |
| CRH Healthcare Purchaser, Inc. | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 1,690 | | | 1,674 | | | 0.2 | | | 1,674 | |
| CRH Healthcare Purchaser, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 1,264 | | | 1,252 | | | 0.2 | | | 1,252 | |
| CRH Healthcare Purchaser, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | (1) | | | — | | | (2) | |
| Datix Bidco Limited(7)(8)(9) | Senior loan | | L + 4.50% | (g) | | 4.55% | | 04/2025 | | 25,765 | | | 25,254 | | | 3.1 | | | 24,911 | |
| Datix Bidco Limited(7)(8)(9) | Second lien | | L + 7.75% | (g) | | 7.80% | | 04/2026 | | 9,143 | | | 8,961 | | | 1.1 | | | 8,840 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 1,719 | | | 1,703 | | | 0.2 | | | 1,667 | |
| Elite Dental Partners LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2023 | | 105 | | | 105 | | | — | | | 105 | |
| Emerge Intermediate, Inc. | One stop | | L + 8.50% | (c) | | 7.00% cash/2.50% PIK | | 05/2024 | | 2,304 | | | 2,272 | | | 0.3 | | | 2,304 | |
| Emerge Intermediate, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2024 | | — | | | (1) | | | — | | | — | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 14,779 | | | 14,664 | | | 1.8 | | | 14,631 | |
| Encorevet Group LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 4,011 | | | 3,986 | | | 0.5 | | | 3,971 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 2,000 | | | 1,981 | | | 0.2 | | | 1,980 | |
| Encorevet Group LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 1,800 | | | 1,801 | | | 0.2 | | | 1,782 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 1,200 | | | 1,128 | | | 0.1 | | | 1,124 | |
| Encorevet Group LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 1,121 | | | 1,114 | | | 0.1 | | | 1,110 | |
| Encorevet Group LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 931 | | | 925 | | | 0.1 | | | 921 | |
| Encorevet Group LLC | One stop | | L + 5.25% | (b) | | 6.25% | | 11/2024 | | 395 | | | 391 | | | — | | | 391 | |
| Encorevet Group LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 11/2024 | | 160 | | | 160 | | | — | | | 158 | |
| Encorevet Group LLC(5) | Senior loan | | L + 5.25% | | | N/A(6) | | 11/2024 | | — | | | — | | | — | | | (1) | |
| ERC Finance, LLC# | One stop | | L + 6.00% | (a)(c) | | 7.00% | | 04/2024 | | 2,760 | | | 2,713 | | | 0.3 | | | 2,760 | |
| ERC Finance, LLC | One stop | | L + 6.00% | (a) | | 7.00% | | 04/2024 | | 7 | | | 6 | | | — | | | 7 | |
| ERC Finance, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2024 | | — | | | (1) | | | — | | | — | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 2.00% cash/5.25% PIK | | 05/2023 | | 3,820 | | | 3,773 | | | 0.4 | | | 3,247 | |
| Eyecare Services Partners Holdings LLC | One stop | | L + 6.25% | (c) | | 2.00% cash/5.25% PIK | | 05/2023 | | 1,138 | | | 1,136 | | | 0.1 | | | 967 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(7)(8)(10) | One stop | | C + 4.50% | (k) | | 5.50% | | 03/2027 | | 2,771 | | | 2,739 | | | 0.4 | | | 2,903 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.#(7)(8)(10) | One stop | | C + 4.50% | (k) | | 5.50% | | 03/2027 | | 791 | | | 785 | | | 0.1 | | | 835 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(7)(8)(10) | One stop | | C + 4.50% | (k) | | 5.50% | | 03/2027 | | 538 | | | 511 | | | 0.1 | | | 538 | |
| FYI Optical Acquisitions, Inc. & FYI USA, Inc.(7)(10) | One stop | | L + 4.50% | (c) | | 5.50% | | 03/2027 | | 293 | | | 280 | | | — | | | 293 | |
| Klick Inc.#(7)(10) | Senior loan | | L + 4.50% | (c) | | 5.50% | | 03/2028 | | 3,953 | | | 3,916 | | | 0.5 | | | 3,959 | |
| Klick Inc.(5)(7)(10) | Senior loan | | L + 4.50% | | | N/A(6) | | 03/2026 | | — | | | (1) | | | — | | | (1) | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 801 | | | 794 | | | 0.1 | | | 801 | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 471 | | | 468 | | | 0.1 | | | 471 | |
| Krueger-Gilbert Health Physics, LLC~ | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 127 | | | 126 | | | — | | | 127 | |
| Krueger-Gilbert Health Physics, LLC | Senior loan | | L + 5.25% | (c) | | 6.25% | | 05/2025 | | 30 | | | 30 | | | — | | | 30 | |
See Notes to Consolidated Financial Statements.
47
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Health Care Providers & Services - (continued) | | | | | | | | | | | | | | | | |
| Krueger-Gilbert Health Physics, LLC(5) | Senior loan | | L + 5.25% | | | N/A(6) | | 05/2025 | | $ | — | | | $ | (6) | | | — | | % | $ | — | |
| MD Now Holdings, Inc.#~ | One stop | | L + 5.00% | (c) | | 6.00% | | 08/2025 | | 4,566 | | | 4,537 | | | 0.6 | | | 4,566 | |
| MD Now Holdings, Inc. | One stop | | L + 5.00% | (c) | | 6.00% | | 08/2025 | | 241 | | | 240 | | | — | | | 241 | |
| MD Now Holdings, Inc.(5) | One stop | | L + 5.00% | | | N/A(6) | | 08/2025 | | — | | | (1) | | | — | | | — | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.#(7)(8)(10) | One stop | | C + 5.50% | (k) | | 6.50% | | 05/2028 | | 7,920 | | | 7,807 | | | 0.9 | | | 7,578 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(8)(10) | One stop | | C + 5.50% | (k) | | 6.50% | | 05/2028 | | 431 | | | 416 | | | 0.1 | | | 424 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(10) | One stop | | L + 5.50% | (c) | | 6.50% | | 05/2028 | | 194 | | | 178 | | | — | | | 196 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(10) | One stop | | L + 5.50% | (c) | | 6.50% | | 05/2026 | | 41 | | | 40 | | | — | | | 41 | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(8)(10) | One stop | | C + 5.50% | (k) | | 6.50% | | 05/2026 | | 20 | | | 18 | | | — | | | 18 | |
| NVA Holdings, Inc.# | Senior loan | | L + 3.50% | (a) | | 3.63% | | 02/2026 | | 939 | | | 932 | | | 0.1 | | | 939 | |
| Summit Behavioral Healthcare, LLC~ | Senior loan | | L + 5.00% | (c) | | 6.00% | | 10/2023 | | 2,390 | | | 2,377 | | | 0.3 | | | 2,390 | |
| Summit Behavioral Healthcare, LLC | Senior loan | | L + 5.00% | (c) | | 6.00% | | 10/2023 | | 77 | | | 75 | | | — | | | 77 | |
| Summit Behavioral Healthcare, LLC(5) | Senior loan | | L + 5.00% | | | N/A(6) | | 10/2023 | | — | | | (1) | | | — | | | — | |
| Suveto Buyer, LLC | One stop | | L + 4.25% | (c) | | 5.00% | | 09/2027 | | 1,842 | | | 1,729 | | | 0.2 | | | 1,728 | |
| Suveto Buyer, LLC(5) | One stop | | L + 4.25% | | | N/A(6) | | 09/2027 | | — | | | (2) | | | — | | | (2) | |
| Veterinary Specialists of North America, LLC#~ | Senior loan | | L + 4.00% | (a) | | 4.08% | | 04/2025 | | 16,753 | | | 16,655 | | | 2.1 | | | 16,753 | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.00% | (a) | | 4.08% | | 04/2025 | | 5,028 | | | 4,998 | | | 0.6 | | | 5,028 | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.00% | (a) | | 4.08% | | 04/2025 | | 1,219 | | | 1,212 | | | 0.1 | | | 1,219 | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.00% | (a) | | 4.08% | | 04/2025 | | 613 | | | 610 | | | 0.1 | | | 613 | |
| Veterinary Specialists of North America, LLC | Senior loan | | L + 4.00% | (a) | | 4.08% | | 04/2025 | | 500 | | | 497 | | | 0.1 | | | 500 | |
| | | | | | | | | | | 135,638 | | | 133,841 | | | 16.3 | | | 133,002 | |
| Health Care Technology | | | | | | | | | | | | | | | | |
| Connexin Software, Inc.# | One stop | | L + 8.50% | (a) | | 9.50% | | 02/2024 | | 1,261 | | | 1,254 | | | 0.1 | | | 1,261 | |
| Connexin Software, Inc. | One stop | | L + 8.50% | | | N/A(6) | | 02/2024 | | — | | | — | | | — | | | — | |
| ESO Solution, Inc.# | One stop | | L + 7.00% | (c) | | 8.00% | | 03/2027 | | 3,368 | | | 3,336 | | | 0.4 | | | 3,368 | |
| ESO Solution, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | — | |
| HealthEdge Software, Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2026 | | 3,334 | | | 3,306 | | | 0.4 | | | 3,334 | |
| HealthEdge Software, Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2026 | | 2,185 | | | 2,185 | | | 0.3 | | | 2,185 | |
| HealthEdge Software, Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2026 | | 1,559 | | | 1,533 | | | 0.2 | | | 1,559 | |
| HealthEdge Software, Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2026 | | 19 | | | 18 | | | — | | | 19 | |
| HSI Halo Acquisition, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 1,521 | | | 1,494 | | | 0.2 | | | 1,521 | |
| HSI Halo Acquisition, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 528 | | | 524 | | | 0.1 | | | 528 | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 308 | | | 305 | | | — | | | 308 | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2026 | | 289 | | | 283 | | | — | | | 289 | |
| HSI Halo Acquisition, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 09/2025 | | 8 | | | 7 | | | — | | | 8 | |
| Nextech Holdings, LLC#~ | One stop | | L + 5.50% | (c) | | 5.63% | | 06/2025 | | 17,671 | | | 17,563 | | | 2.2 | | | 17,671 | |
| Nextech Holdings, LLC | One stop | | L + 5.50% | (c) | | 5.63% | | 06/2025 | | 716 | | | 712 | | | 0.1 | | | 716 | |
| Nextech Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2025 | | — | | | (2) | | | — | | | — | |
| Qgenda Intermediate Holdings, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 5,723 | | | 5,676 | | | 0.7 | | | 5,723 | |
| Qgenda Intermediate Holdings, LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 5,038 | | | 5,038 | | | 0.6 | | | 5,038 | |
| Qgenda Intermediate Holdings, LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 2,438 | | | 2,438 | | | 0.3 | | | 2,438 | |
| Qgenda Intermediate Holdings, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2025 | | 50 | | | 50 | | | — | | | 50 | |
| Transaction Data Systems, Inc.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 02/2026 | | 11,347 | | | 11,142 | | | 1.4 | | | 11,347 | |
| Transaction Data Systems, Inc.(5) | One stop | | L + 4.50% | | | N/A(6) | | 02/2026 | | — | | | (1) | | | — | | | — | |
| | | | | | | | | | | 57,363 | | | 56,860 | | | 7.0 | | | 57,363 | |
See Notes to Consolidated Financial Statements.
48
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) |
| Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | | |
| BJH Holdings III Corp.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 08/2025 | | $ | 21,410 | | | $ | 21,179 | | | 2.6 | | % | $ | 21,410 | |
| BJH Holdings III Corp. | One stop | | L + 4.50% | (b) | | 5.50% | | 08/2025 | | 30 | | | 25 | | | — | | | 30 | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.00% | (a) | | 5.00% | | 07/2025 | | 329 | | | 327 | | | — | | | 329 | |
| CR Fitness Holdings, LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 07/2025 | | 312 | | | 310 | | | 0.1 | | | 312 | |
| CR Fitness Holdings, LLC | Senior loan | | L + 4.00% | (a) | | 5.00% | | 07/2025 | | 37 | | | 37 | | | — | | | 37 | |
| Davidson Hotel Company, LLC# | One stop | | L + 6.75% | (a)(c) | | 6.25% cash/1.50% PIK | | 07/2024 | | 1,755 | | | 1,742 | | | 0.2 | | | 1,404 | |
| Davidson Hotel Company, LLC | One stop | | L + 6.75% | (a)(c) | | 6.25% cash/1.50% PIK | | 07/2024 | | 427 | | | 426 | | | 0.1 | | | 342 | |
| Davidson Hotel Company, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | (10) | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2025 | | 1,722 | | | 1,705 | | | 0.2 | | | 1,722 | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2025 | | 369 | | | 365 | | | — | | | 369 | |
| EOS Fitness Opco Holdings, LLC | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2025 | | 60 | | | 59 | | | — | | | 60 | |
| Freddy's Frozen Custard LLC#~ | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2027 | | 3,627 | | | 3,595 | | | 0.4 | | | 3,627 | |
| Freddy's Frozen Custard LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | — | |
| Harri US LLC# | One stop | | L + 10.00% | (c) | | 7.00% cash/4.00% PIK | | 08/2026 | | 332 | | | 286 | | | — | | | 305 | |
| Harri US LLC | One stop | | L + 6.00% | | | N/A(6) | | 08/2026 | | — | | | — | | | — | | | — | |
| Harri US LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2026 | | — | | | (3) | | | — | | | (18) | |
| SSRG Holdings, LLC#~ | One stop | | L + 4.75% | (c) | | 5.75% | | 11/2025 | | 6,351 | | | 6,308 | | | 0.8 | | | 6,351 | |
| SSRG Holdings, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 11/2025 | | 45 | | | 44 | | | — | | | 45 | |
| Sunshine Sub, LLC~ | One stop | | L + 4.75% | (a) | | 5.75% | | 05/2024 | | 1,954 | | | 1,937 | | | 0.3 | | | 1,954 | |
| Sunshine Sub, LLC | One stop | | L + 4.75% | (a) | | 5.75% | | 05/2024 | | 1,913 | | | 1,896 | | | 0.3 | | | 1,913 | |
| Sunshine Sub, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 05/2024 | | — | | | (1) | | | — | | | — | |
| Tropical Smoothie Cafe Holdings, LLC~ | Senior loan | | L + 5.25% | (a)(b)(c) | | 6.25% | | 09/2026 | | 5,860 | | | 5,805 | | | 0.7 | | | 5,860 | |
| Tropical Smoothie Cafe Holdings, LLC# | Senior loan | | L + 5.25% | (a)(c) | | 6.25% | | 09/2026 | | 2,610 | | | 2,586 | | | 0.3 | | | 2,610 | |
| Tropical Smoothie Cafe Holdings, LLC(5) | Senior loan | | L + 5.25% | | | N/A(6) | | 09/2026 | | — | | | (1) | | | — | | | — | |
| Velvet Taco Holdings, Inc. | One stop | | L + 9.00% | (c) | | 8.00% cash/2.00% PIK | | 03/2026 | | 1,378 | | | 1,367 | | | 0.2 | | | 1,378 | |
| Velvet Taco Holdings, Inc. | One stop | | L + 7.50% | (c) | | 8.00% cash/0.50% PIK | | 03/2026 | | 121 | | | 120 | | | — | | | 121 | |
| Velvet Taco Holdings, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 03/2026 | | — | | | — | | | — | | | — | |
| | | | | | | | | | | 50,642 | | | 50,113 | | | 6.2 | | | 50,151 | |
| Household Durables | | | | | | | | | | | | | | | | |
| Groundworks LLC | Senior loan | | L + 4.75% | (c) | | 5.75% | | 01/2026 | | 1,393 | | | 1,375 | | | 0.2 | | | 1,393 | |
| Groundworks LLC# | Senior loan | | L + 4.75% | (c) | | 5.75% | | 01/2026 | | 221 | | | 218 | | | — | | | 221 | |
| Groundworks LLC | Senior loan | | L + 4.75% | (c) | | 5.75% | | 01/2026 | | 186 | | | 181 | | | — | | | 186 | |
| Groundworks LLC | Senior loan | | L + 4.75% | | | N/A(6) | | 01/2026 | | — | | | — | | | — | | | — | |
| Groundworks LLC(5) | Senior loan | | L + 4.75% | | | N/A(6) | | 01/2026 | | — | | | (8) | | | — | | | — | |
| | | | | | | | | | | 1,800 | | | 1,766 | | | 0.2 | | | 1,800 | |
See Notes to Consolidated Financial Statements.
49
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Household Products | | | | | | | | | | | | | | | | | | | |
| WU Holdco, Inc. ~ | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | $ | 1,222 | | | $ | 1,214 | | | 0.1 | | % | $ | 1,223 | | | | |
| WU Holdco, Inc. # | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2026 | | 436 | | | 436 | | | 0.1 | | | 436 | | | | |
| WU Holdco, Inc. | One stop | | L + 5.50% | (c) | | 5.63% | | 03/2025 | | 11 | | | 11 | | | — | | | 11 | | | | |
| WU Holdco, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 03/2026 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 1,669 | | | 1,660 | | | 0.2 | | | 1,670 | | | | |
| Industrial Conglomerates | | | | | | | | | | | | | | | | | | | |
| Arch Global CCT Holdings Corp.# | Senior loan | | L + 4.25% | (c) | | 4.38% | | 04/2026 | | 914 | | | 912 | | | 0.1 | | | 915 | | | | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.25% | | | N/A(6) | | 04/2025 | | — | | | — | | | — | | | — | | | | |
| Arch Global CCT Holdings Corp. | Senior loan | | L + 4.25% | | | N/A(6) | | 04/2026 | | — | | | — | | | — | | | — | | | | |
| Madison Safety & Flow LLC# | Senior loan | | L + 4.00% | (a) | | 4.08% | | 03/2025 | | 173 | | | 173 | | | — | | | 173 | | | | |
| Madison Safety & Flow LLC | Senior loan | | L + 4.00% | (a) | | 4.08% | | 03/2025 | | 3 | | | 3 | | | — | | | 3 | | | | |
| Specialty Measurement Bidco Limited#(7)(8)(9) | One stop | | E + 6.00% | (f) | | 7.00% | | 11/2027 | | 3,189 | | | 3,110 | | | 0.4 | | | 3,100 | | | | |
| Specialty Measurement Bidco Limited#(7)(9) | One stop | | L + 6.00% | (c) | | 7.00% | | 11/2027 | | 3,185 | | | 3,108 | | | 0.4 | | | 3,185 | | | | |
| Specialty Measurement Bidco Limited(5)(7)(8)(9) | One stop | | L + 6.00% | | | N/A(6) | | 11/2027 | | — | | | (19) | | | — | | | — | | | | |
| | | | | | | | | | | 7,464 | | | 7,287 | | | 0.9 | | | 7,376 | | | | |
| Insurance | | | | | | | | | | | | | | | | | | | |
| Alera Group, Inc.# | One stop | | L + 5.50% | (a) | | 6.25% | | 10/2028 | | 10,886 | | | 10,777 | | | 1.4 | | | 10,777 | | | | |
| Alera Group, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (15) | | | — | | | (31) | | | | |
| AMBA Buyer, Inc. # | One stop | | L + 5.75% | (c) | | 6.50% | | 07/2027 | | 1,386 | | | 1,372 | | | 0.2 | | | 1,372 | | | | |
| AMBA Buyer, Inc. | One stop | | L + 5.75% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | | | |
| AMBA Buyer, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 07/2027 | | — | | | (4) | | | — | | | (2) | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 08/2025 | | 922 | | | 917 | | | 0.1 | | | 922 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | (c)(d) | | 6.75% | | 08/2025 | | 695 | | | 686 | | | 0.1 | | | 700 | | | | |
| Integrity Marketing Acquisition, LLC~ | Senior loan | | L + 5.50% | (c) | | 6.50% | | 08/2025 | | 359 | | | 356 | | | — | | | 359 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 08/2025 | | 315 | | | 314 | | | — | | | 315 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.50% | (c) | | 6.25% | | 08/2025 | | 201 | | | 191 | | | — | | | 195 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.50% | (c) | | 6.50% | | 08/2025 | | 191 | | | 190 | | | — | | | 191 | | | | |
| Integrity Marketing Acquisition, LLC | Senior loan | | L + 5.75% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | | | | |
| J.S. Held Holdings, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 18,588 | | | 18,306 | | | 2.3 | | | 18,588 | | | | |
| J.S. Held Holdings, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2025 | | 1,036 | | | 984 | | | 0.1 | | | 1,036 | | | | |
| J.S. Held Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2025 | | — | | | (3) | | | — | | | — | | | | |
| Long Term Care Group, Inc.# | One stop | | L + 6.00% | (c) | | 6.75% | | 09/2027 | | 1,281 | | | 1,255 | | | 0.2 | | | 1,255 | | | | |
| Majesco#~ | One stop | | L + 7.25% | (c) | | 8.25% | | 09/2027 | | 7,568 | | | 7,457 | | | 0.9 | | | 7,570 | | | | |
| Majesco(5) | One stop | | L + 7.25% | | | N/A(6) | | 09/2026 | | — | | | (3) | | | — | | | — | | | | |
| Norvax, LLC# | Senior loan | | L + 4.00% | (d) | | 5.00% | | 09/2025 | | 12,834 | | | 12,775 | | | 1.6 | | | 12,834 | | | | |
| Orchid Underwriters Agency, LLC~ | Senior loan | | L + 4.50% | (c) | | 4.63% | | 12/2024 | | 786 | | | 782 | | | 0.1 | | | 786 | | | | |
| Orchid Underwriters Agency, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 12/2024 | | 202 | | | 201 | | | — | | | 202 | | | | |
| Orchid Underwriters Agency, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 12/2024 | | — | | | — | | | — | | | — | | | | |
| Pareto Health Intermediate Holdings, Inc. # | One stop | | L + 5.75% | (d) | | 6.75% | | 08/2025 | | 3,140 | | | 3,110 | | | 0.4 | | | 3,109 | | | | |
| People Corporation#(7)(8)(10) | One stop | | C + 6.25% | (k) | | 7.25% | | 02/2028 | | 5,829 | | | 5,736 | | | 0.8 | | | 5,944 | | | | |
| People Corporation(7)(8)(10) | One stop | | C + 6.25% | (k) | | 7.25% | | 02/2028 | | 1,603 | | | 1,586 | | | 0.2 | | | 1,603 | | | | |
| People Corporation(7)(8)(10) | One stop | | C + 6.25% | (k) | | 7.25% | | 02/2027 | | 35 | | | 32 | | | — | | | 33 | | | | |
| People Corporation(5)(7)(8)(10) | One stop | | C + 5.50% | | | N/A(6) | | 02/2028 | | — | | | (27) | | | — | | | (61) | | | | |
See Notes to Consolidated Financial Statements.
50
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Insurance (continued) | | | | | | | | | | | | | | | | | | | |
| RSC Acquisition, Inc.~ | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2026 | | $ | 12,338 | | | $ | 12,139 | | | 1.5 | | % | $ | 12,338 | | | | |
| RSC Acquisition, Inc.~ | One stop | | L + 5.50% | (b)(c) | | 6.50% | | 10/2026 | | 1,568 | | | 1,460 | | | 0.2 | | | 1,568 | | | | |
| RSC Acquisition, Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 10/2026 | | 83 | | | 30 | | | — | | | 83 | | | | |
| RSC Acquisition, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2026 | | — | | | (1) | | | — | | | — | | | | |
| Sunstar Insurance Group, LLC# | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 314 | | | 310 | | | — | | | 314 | | | | |
| Sunstar Insurance Group, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 159 | | | 156 | | | — | | | 159 | | | | |
| Sunstar Insurance Group, LLC | Senior loan | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 83 | | | 80 | | | — | | | 83 | | | | |
| Sunstar Insurance Group, LLC | Senior loan | | L + 5.75% | | | N/A(6) | | 10/2026 | | — | | | — | | | — | | | — | | | | |
| TigerRisk, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 06/2027 | | 8,872 | | | 8,788 | | | 1.1 | | | 8,872 | | | | |
| TigerRisk, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 06/2027 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 91,274 | | | 89,936 | | | 11.2 | | | 91,114 | | | | |
| Internet & Catalog Retail | | | | | | | | | | | | | | | | | | | |
| AQ Holdco Inc. #~ | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 5,982 | | | 5,925 | | | 0.8 | | | 5,982 | | | | |
| AQ Holdco Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 3,501 | | | 3,468 | | | 0.4 | | | 3,501 | | | | |
| AQ Holdco Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 1,736 | | | 1,720 | | | 0.2 | | | 1,736 | | | | |
| AQ Holdco Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 1,046 | | | 1,036 | | | 0.1 | | | 1,046 | | | | |
| AQ Holdco Inc. | One stop | | L + 5.25% | (c) | | 6.25% | | 04/2027 | | 184 | | | 176 | | | — | | | 184 | | | | |
| AQ Holdco Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 04/2027 | | — | | | (2) | | | — | | | — | | | | |
| | | | | | | | | | | 12,449 | | | 12,323 | | | 1.5 | | | 12,449 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | | |
| Acquia, Inc.# | One stop | | L + 7.00% | (c) | | 8.00% | | 10/2025 | | 2,442 | | | 2,419 | | | 0.3 | | | 2,418 | | | | |
| Acquia, Inc. | One stop | | L + 7.00% | (c) | | 8.00% | | 10/2025 | | 4 | | | 4 | | | — | | | 4 | | | | |
| Appriss Holdings, Inc.#~ | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2026 | | 8,498 | | | 8,347 | | | 1.0 | | | 8,498 | | | | |
| Appriss Holdings, Inc. | One stop | | P + 5.00% | (e) | | 8.25% | | 05/2025 | | 50 | | | 47 | | | — | | | 50 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc.# | One stop | | L + 7.50% | (c) | | 8.50% cash/1.00% PIK | | 08/2025 | | 1,721 | | | 1,669 | | | 0.2 | | | 1,761 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | One stop | | L + 6.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | 1 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc.(5) | One stop | | L + 6.50% | | | N/A(6) | | 08/2025 | | — | | | (4) | | | — | | | — | | | | |
| Centrify Corporation# | One stop | | L + 5.75% | (c) | | 6.75% | | 03/2028 | | 6,563 | | | 6,473 | | | 0.8 | | | 6,566 | | | | |
| Centrify Corporation# | One stop | | L + 6.00% | (c) | | 7.00% | | 03/2028 | | 3,850 | | | 3,806 | | | 0.5 | | | 3,852 | | | | |
| Centrify Corporation(5) | One stop | | L + 5.75% | | | N/A(6) | | 03/2027 | | — | | | (3) | | | — | | | (1) | | | | |
| CivicPlus, LLC# | One stop | | L + 6.25% | (c) | | 7.00% | | 08/2027 | | 2,623 | | | 2,597 | | | 0.3 | | | 2,596 | | | | |
| CivicPlus, LLC | One stop | | L + 6.25% | | | N/A(6) | | 08/2027 | | — | | | — | | | — | | | — | | | | |
| CivicPlus, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2027 | | — | | | (12) | | | — | | | (12) | | | | |
| Cordeagle US Finco, Inc.# | One stop | | L + 6.75% | (c) | | 7.75% | | 07/2027 | | 1,440 | | | 1,412 | | | 0.2 | | | 1,411 | | | | |
| Cordeagle US Finco, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | (1) | | | | |
| Episerver, Inc.# | One stop | | L + 5.50% | (c) | | 6.50% | | 04/2026 | | 4,951 | | | 4,882 | | | 0.6 | | | 4,945 | | | | |
| Episerver, Inc.(7)(8) | One stop | | E + 5.75% | (f) | | 5.75% | | 04/2026 | | 4,678 | | | 4,635 | | | 0.6 | | | 4,710 | | | | |
| Episerver, Inc. | One stop | | L + 5.50% | (c) | | 6.50% | | 04/2026 | | 2,712 | | | 2,688 | | | 0.3 | | | 2,709 | | | | |
| Episerver, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 04/2026 | | — | | | (4) | | | — | | | — | | | | |
| Infinisource, Inc.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 10,355 | | | 10,279 | | | 1.3 | | | 10,355 | | | | |
| Infinisource, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 4,936 | | | 4,900 | | | 0.6 | | | 4,936 | | | | |
| Infinisource, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 1,716 | | | 1,704 | | | 0.2 | | | 1,716 | | | | |
| Infinisource, Inc.# | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 1,224 | | | 1,213 | | | 0.2 | | | 1,224 | | | | |
| Infinisource, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2026 | | 118 | | | 117 | | | — | | | 118 | | | | |
| PCS Intermediate II Holdings, LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2026 | | 4,870 | | | 4,834 | | | 0.6 | | | 4,870 | | | | |
| PCS Intermediate II Holdings, LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 01/2026 | | 712 | | | 706 | | | 0.1 | | | 712 | | | | |
| PCS Intermediate II Holdings, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 01/2026 | | — | | | (1) | | | — | | | — | | | | |
| Recordxtechnologies, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 18,511 | | | 18,350 | | | 2.2 | | | 18,140 | | | | |
| Recordxtechnologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | 1,688 | | | 1,671 | | | 0.2 | | | 1,654 | | | | |
See Notes to Consolidated Financial Statements.
51
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| IT Services (continued) | | | | | | | | | | | | | | | | | | | |
| Recordxtechnologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 12/2025 | | $ | 100 | | | $ | 98 | | | — | | % | $ | 96 | | | | |
| Red Dawn SEI Buyer, Inc.#~ | Senior loan | | L + 4.25% | (d) | | 5.25% | | 11/2025 | | 13,438 | | | 13,322 | | | 1.6 | | | 13,387 | | | | |
| Red Dawn SEI Buyer, Inc.#(7)(8) | Senior loan | | L + 4.50% | (h) | | 5.50% | | 11/2025 | | 9,594 | | | 9,512 | | | 1.2 | | | 9,483 | | | | |
| Red Dawn SEI Buyer, Inc. | Senior loan | | L + 4.25% | (d) | | 5.25% | | 11/2025 | | 2,389 | | | 2,373 | | | 0.3 | | | 2,380 | | | | |
| Red Dawn SEI Buyer, Inc. | Senior loan | | L + 4.50% | (d) | | 5.50% | | 11/2025 | | 991 | | | 972 | | | 0.1 | | | 1,003 | | | | |
| Red Dawn SEI Buyer, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 11/2025 | | — | | | (2) | | | — | | | (1) | | | | |
| Saturn Borrower Inc.#~ | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2026 | | 8,036 | | | 7,832 | | | 1.0 | | | 8,036 | | | | |
| Saturn Borrower Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2026 | | 41 | | | 39 | | | — | | | 41 | | | | |
| | | | | | | | | | | 118,251 | | | 116,874 | | | 14.4 | | | 117,657 | | | | |
See Notes to Consolidated Financial Statements.
52
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Leisure Products | | | | | | | | | | | | | | | | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | $ | 1,451 | | | $ | 1,444 | | | 0.2 | | % | $ | 1,451 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 481 | | | 479 | | | 0.1 | | | 481 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 334 | | | 333 | | | — | | | 334 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 171 | | | 170 | | | — | | | 171 | | | | |
| WBZ Investment LLC | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 09/2024 | | 41 | | | 41 | | | — | | | 41 | | | | |
| | | | | | | | | | | 2,478 | | | 2,467 | | | 0.3 | | | 2,478 | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | | |
| Unchained Labs, LLC# | Senior loan | | L + 5.50% | (a) | | 6.50% | | 08/2027 | | 367 | | | 359 | | | — | | | 359 | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (1) | | | — | | | (1) | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (9) | | | — | | | (9) | | | | |
| | | | | | | | | | | 367 | | | 349 | | | — | | | 349 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Machinery | | | | | | | | | | | | | | | | | | | |
| Bad Boy Mowers Acquisition, LLC# | Senior loan | | L + 4.25% | (a) | | 5.00% | | 03/2028 | | 794 | | | 792 | | | 0.1 | | | 794 | | | | |
| Blackbird Purchaser, Inc. ~ | Senior loan | | L + 4.50% | (c)(e) | | 4.63% | | 04/2026 | | 5,008 | | | 4,944 | | | 0.7 | | | 5,016 | | | | |
| Blackbird Purchaser, Inc. | Senior loan | | L + 4.50% | (c) | | 4.63% | | 04/2024 | | 64 | | | 62 | | | — | | | 63 | | | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2025 | | 1,956 | | | 1,938 | | | 0.2 | | | 1,565 | | | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (d) | | 6.50% cash/1.50% PIK | | 05/2025 | | 339 | | | 336 | | | — | | | 271 | | | | |
| Chase Industries, Inc. | Senior loan | | L + 7.00% | (c) | | 6.50% cash/1.50% PIK | | 05/2023 | | 146 | | | 145 | | | — | | | 110 | | | | |
| Time Manufacturing Acquisition, LLC# | Senior loan | | L + 5.00% | (c) | | 6.00% | | 02/2023 | | 275 | | | 275 | | | — | | | 275 | | | | |
| | | | | | | | | | | 8,582 | | | 8,492 | | | 1.0 | | | 8,094 | | | | |
| Marine | | | | | | | | | | | | | | | | | | | |
| Veson Nautical LLC~ | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2025 | | 3,869 | | | 3,837 | | | 0.5 | | | 3,869 | | | | |
| Veson Nautical LLC# | One stop | | L + 5.25% | (c) | | 6.25% | | 11/2025 | | 2,918 | | | 2,890 | | | 0.3 | | | 2,918 | | | | |
| Veson Nautical LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2025 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 6,787 | | | 6,726 | | | 0.8 | | | 6,787 | | | | |
| Media | | | | | | | | | | | | | | | | | | | |
| Triple Lift, Inc.# | One stop | | L + 5.75% | (c) | | 6.50% | | 05/2028 | | 2,129 | | | 2,089 | | | 0.3 | | | 2,129 | | | | |
| Triple Lift, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 2,129 | | | 2,088 | | | 0.3 | | | 2,129 | | | | |
| Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | | | | | |
| 3ES Innovation, Inc.#(7)(10) | One stop | | L + 6.75% | (c) | | 7.75% | | 05/2025 | | 5,623 | | | 5,551 | | | 0.7 | | | 5,623 | | | | |
| 3ES Innovation, Inc.(5)(7)(10) | One stop | | L + 6.75% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | | | |
| Drilling Info Holdings, Inc.#~ | Senior loan | | L + 4.50% | (a) | | 4.58% | | 07/2025 | | 11,960 | | | 11,726 | | | 1.5 | | | 12,041 | | | | |
| Drilling Info Holdings, Inc.#~ | Senior loan | | L + 4.25% | (a) | | 4.33% | | 07/2025 | | 9,730 | | | 9,653 | | | 1.2 | | | 9,712 | | | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2023 | | — | | | (1) | | | — | | | (1) | | | | |
| Drilling Info Holdings, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2023 | | — | | | (2) | | | — | | | (1) | | | | |
| Project Power Buyer, LLC~ | One stop | | L + 6.00% | (c) | | 7.00% | | 05/2026 | | 3,861 | | | 3,824 | | | 0.4 | | | 3,861 | | | | |
| Project Power Buyer, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | — | | | | |
| | | | | | | | | | | 31,174 | | | 30,749 | | | 3.8 | | | 31,235 | | | | |
| Paper & Forest Products | | | | | | | | | | | | | | | | | | | |
| Messenger, LLC~ | One stop | | L + 5.50% | (a)(e) | | 6.50% | | 08/2023 | | 2,001 | | | 1,992 | | | 0.2 | | | 2,001 | | | | |
| Messenger, LLC | One stop | | L + 5.50% | | | N/A(6) | | 08/2023 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 2,001 | | | 1,992 | | | 0.2 | | | 2,001 | | | | |
See Notes to Consolidated Financial Statements.
53
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | | |
| ACP Ulysses Buyer, Inc.~ | Senior loan | | L + 5.00% | (a) | | 6.00% | | 02/2026 | | $ | 4,829 | | | $ | 4,793 | | | 0.6 | | % | $ | 4,829 | | | | |
| Amalthea Parent, Inc.#(7)(10)~ | One stop | | L + 5.00% | (a) | | 6.00% | | 03/2027 | | 10,186 | | | 10,093 | | | 1.2 | | | 10,186 | | | | |
| Amalthea Parent, Inc.(5)(7)(10) | One stop | | L + 5.00% | | | N/A(6) | | 03/2027 | | — | | | (2) | | | — | | | — | | | | |
| Amalthea Parent, Inc.(5)(7)(10) | One stop | | L + 5.00% | | | N/A(6) | | 03/2027 | | — | | | (18) | | | — | | | — | | | | |
| Spark Bidco Limited#(7)(8)(9) | Senior loan | | SN + 4.75% | (l) | | 4.80% | | 08/2028 | | 11,604 | | | 11,433 | | | 1.4 | | | 11,221 | | | | |
| Spark Bidco Limited(7)(8)(9) | Senior loan | | SN + 4.75% | | | N/A(6) | | 02/2028 | | — | | | — | | | — | | | — | | | | |
| Spark Bidco Limited(5)(7)(8)(9) | Senior loan | | SN + 4.75% | | | N/A(6) | | 08/2028 | | — | | | (32) | | | — | | | (32) | | | | |
| | | | | | | | | | | 26,619 | | | 26,267 | | | 3.2 | | | 26,204 | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | | |
| IG Investments Holdings, LLC# | One stop | | L + 6.00% | (c) | | 6.75% | | 09/2028 | | 2,804 | | | 2,748 | | | 0.3 | | | 2,748 | | | | |
| IG Investments Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2027 | | — | | | (1) | | | — | | | (1) | | | | |
| Net Health Acquisition Corp.# | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 1,465 | | | 1,452 | | | 0.2 | | | 1,465 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 858 | | | 847 | | | 0.1 | | | 858 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 738 | | | 729 | | | 0.1 | | | 738 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 463 | | | 458 | | | 0.1 | | | 463 | | | | |
| Net Health Acquisition Corp.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 110 | | | 108 | | | — | | | 110 | | | | |
| Net Health Acquisition Corp.(5) | One stop | | L + 5.75% | | | N/A(6) | | 12/2025 | | — | | | (2) | | | — | | | — | | | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 583 | | | 580 | | | 0.1 | | | 583 | | | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 507 | | | 504 | | | 0.1 | | | 507 | | | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 290 | | | 289 | | | — | | | 290 | | | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 210 | | | 209 | | | — | | | 210 | | | | |
| Nexus Brands Group, Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 11/2023 | | 80 | | | 80 | | | — | | | 80 | | | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 79 | | | 79 | | | — | | | 79 | | | | |
| Nexus Brands Group, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 50 | | | 50 | | | — | | | 50 | | | | |
| Nexus Brands Group, Inc. | One stop | | L + 5.75% | (b) | | 6.75% | | 11/2023 | | 46 | | | 46 | | | — | | | 46 | | | | |
| Nexus Brands Group, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 40 | | | 40 | | | — | | | 40 | | | | |
| Nexus Brands Group, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 11/2023 | | 11 | | | 10 | | | — | | | 11 | | | | |
| Nexus Brands Group, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2023 | | — | | | (3) | | | — | | | — | | | | |
| PlanSource Holdings, Inc. # | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2025 | | 2,818 | | | 2,800 | | | 0.4 | | | 2,818 | | | | |
| PlanSource Holdings, Inc. | One stop | | L + 6.25% | (c) | | 7.25% | | 04/2025 | | 41 | | | 41 | | | — | | | 41 | | | | |
| | | | | | | | | | | 11,193 | | | 11,064 | | | 1.4 | | | 11,136 | | | | |
See Notes to Consolidated Financial Statements.
54
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | | | |
| MRI Software LLC#~ | One stop | | L + 5.50% | (d) | | 6.50% | | 02/2026 | | $ | 14,830 | | | $ | 14,742 | | | 1.8 | | % | $ | 14,830 | | | | |
| MRI Software LLC~ | One stop | | L + 5.50% | (d) | | 6.50% | | 02/2026 | | 2,118 | | | 2,074 | | | 0.3 | | | 2,118 | | | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (2) | | | — | | | — | | | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (2) | | | — | | | — | | | | |
| MRI Software LLC | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | — | | | — | | | — | | | | |
| MRI Software LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 02/2026 | | — | | | (6) | | | — | | | — | | | | |
| Property Brands, Inc.# | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2025 | | 9,535 | | | 9,442 | | | 1.2 | | | 9,439 | | | | |
| Property Brands, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2025 | | 2,751 | | | 2,731 | | | 0.4 | | | 2,723 | | | | |
| Property Brands, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2025 | | 2,569 | | | 2,533 | | | 0.3 | | | 2,544 | | | | |
| Property Brands, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2025 | | 1,111 | | | 1,103 | | | 0.2 | | | 1,100 | | | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 07/2025 | | 906 | | | 900 | | | 0.1 | | | 897 | | | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 07/2025 | | 391 | | | 388 | | | — | | | 387 | | | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2025 | | 332 | | | 330 | | | — | | | 329 | | | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 07/2025 | | 331 | | | 328 | | | — | | | 328 | | | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 07/2025 | | 261 | | | 259 | | | — | | | 258 | | | | |
| Property Brands, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 07/2025 | | 138 | | | 137 | | | — | | | 136 | | | | |
| Property Brands, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 07/2025 | | — | | | (1) | | | — | | | (1) | | | | |
| Property Brands, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 07/2025 | | — | | | (163) | | | — | | | (167) | | | | |
| RPL Bidco Limited(7)(8)(9) | One stop | | SN + 5.75% | (l) | | 5.80% | | 08/2028 | | 8,713 | | | 8,585 | | | 1.0 | | | 8,359 | | | | |
| RPL Bidco Limited(7)(8)(9) | One stop | | SN + 5.75% | | | N/A(6) | | 02/2028 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 43,986 | | | 43,378 | | | 5.3 | | | 43,280 | | | | |
| Road & Rail | | | | | | | | | | | | | | | | | | | |
| Gruden Acquisition, Inc# | One stop | | L + 5.50% | (c) | | 6.50% | | 07/2028 | | 972 | | | 949 | | | 0.1 | | | 948 | | | | |
| Gruden Acquisition, Inc(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2026 | | — | | | (1) | | | — | | | (1) | | | | |
| Gruden Acquisition, Inc(5) | One stop | | L + 5.50% | | | N/A(6) | | 07/2028 | | — | | | (9) | | | — | | | (9) | | | | |
| Internet Truckstop Group LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2025 | | 7,955 | | | 7,814 | | | 1.0 | | | 7,955 | | | | |
| Internet Truckstop Group LLC# | One stop | | L + 5.75% | (c) | | 6.75% | | 04/2025 | | 3,498 | | | 3,452 | | | 0.4 | | | 3,498 | | | | |
| Internet Truckstop Group LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 04/2025 | | — | | | (2) | | | — | | | — | | | | |
| | | | | | | | | | | 12,425 | | | 12,203 | | | 1.5 | | | 12,391 | | | | |
See Notes to Consolidated Financial Statements.
55
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | | | | | | | | | | | | | | |
| Software | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Appfire Technologies, LLC#~ | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2027 | | $ | 13,328 | | | $ | 13,150 | | | 1.6 | | % | $ | 13,328 | | | | | | | | | | | | | | | | | |
| Appfire Technologies, LLC | One stop | | L + 5.50% | (c) | | 6.50% | | 03/2027 | | 20 | | | 19 | | | — | | | 20 | | | | | | | | | | | | | | | | | |
| Appfire Technologies, LLC | One stop | | L + 5.50% | | | N/A(6) | | 03/2027 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| Appfire Technologies, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 03/2027 | | — | | | (6) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Apptio, Inc. # | One stop | | L + 7.25% | (c) | | 8.25% | | 01/2025 | | 12,605 | | | 12,467 | | | 1.5 | | | 12,605 | | | | | | | | | | | | | | | | | |
| Apptio, Inc. | One stop | | L + 7.25% | (c) | | 8.25% | | 01/2025 | | 38 | | | 37 | | | — | | | 38 | | | | | | | | | | | | | | | | | |
| Aras Corporation# | One stop | | L + 7.00% | (c) | | 4.25% cash/3.75% PIK | | 04/2027 | | 3,985 | | | 3,948 | | | 0.5 | | | 3,992 | | | | | | | | | | | | | | | | | |
| Aras Corporation(5) | One stop | | L + 6.50% | | | N/A(6) | | 04/2027 | | — | | | (1) | | | — | | | (2) | | | | | | | | | | | | | | | | | |
| Aras Corporation(5) | One stop | | L + 3.25% | | | N/A(6) | | 04/2027 | | — | | | (5) | | | — | | | 1 | | | | | | | | | | | | | | | | | |
| Auvik Networks Inc.#(7)(10) | One stop | | L + 5.75% | (c) | | 4.00% cash/2.75% PIK | | 07/2027 | | 2,943 | | | 2,915 | | | 0.4 | | | 2,914 | | | | | | | | | | | | | | | | | |
| Auvik Networks Inc.(5)(7)(10) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | (1) | | | | | | | | | | | | | | | | | |
| Axiom Merger Sub Inc. | One stop | | L + 6.00% | (c)(d) | | 7.00% | | 04/2026 | | 1,141 | | | 1,126 | | | 0.1 | | | 1,141 | | | | | | | | | | | | | | | | | |
| Axiom Merger Sub Inc.# | One stop | | L + 6.00% | (c) | | 7.00% | | 04/2026 | | 981 | | | 972 | | | 0.1 | | | 981 | | | | | | | | | | | | | | | | | |
| Axiom Merger Sub Inc.(7)(8) | One stop | | E + 6.25% | (f) | | 6.25% | | 04/2026 | | 476 | | | 469 | | | 0.1 | | | 489 | | | | | | | | | | | | | | | | | |
| Axiom Merger Sub Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Axiom Merger Sub Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 04/2026 | | — | | | (2) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Azul Systems, Inc.~ | Senior loan | | L + 4.50% | (c) | | 5.50% | | 04/2027 | | 9,492 | | | 9,417 | | | 1.2 | | | 9,497 | | | | | | | | | | | | | | | | | |
| Azul Systems, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Bearcat Buyer, Inc.# | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2026 | | 572 | | | 567 | | | 0.1 | | | 569 | | | | | | | | | | | | | | | | | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2026 | | 203 | | | 201 | | | — | | | 202 | | | | | | | | | | | | | | | | | |
| Bearcat Buyer, Inc.# | Senior loan | | L + 4.25% | (c) | | 5.25% | | 07/2026 | | 152 | | | 150 | | | — | | | 151 | | | | | | | | | | | | | | | | | |
| Bearcat Buyer, Inc. | Senior loan | | L + 4.25% | | | N/A(6) | | 07/2024 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| Beqom North America, Inc.# | One stop | | L + 7.50% | (c)(d) | | 7.00% cash/1.50% PIK | | 06/2026 | | 364 | | | 362 | | | — | | | 383 | | | | | | | | | | | | | | | | | |
| Beqom North America, Inc. | One stop | | L + 6.00% | | | N/A(6) | | 06/2026 | | — | | | — | | | — | | | 1 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc.#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 13,409 | | | 13,214 | | | 1.6 | | | 13,412 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc.(7)(8) | One stop | | L + 6.00% | (g) | | 6.08% | | 09/2026 | | 2,392 | | | 2,358 | | | 0.3 | | | 2,624 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 1,470 | | | 1,449 | | | 0.2 | | | 1,470 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc.#(7)(8) | One stop | | E + 5.75% | (f) | | 5.75% | | 09/2026 | | 961 | | | 947 | | | 0.1 | | | 1,009 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 659 | | | 649 | | | 0.1 | | | 659 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 603 | | | 591 | | | 0.1 | | | 604 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 09/2026 | | 525 | | | 518 | | | 0.1 | | | 525 | | | | | | | | | | | | | | | | | |
| Bullhorn, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2026 | | — | | | (4) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Burning Glass Intermediate Holdings Company, Inc.# | One stop | | L + 5.00% | (a) | | 6.00% | | 06/2028 | | 3,844 | | | 3,771 | | | 0.5 | | | 3,848 | | | | | | | | | | | | | | | | | |
| Burning Glass Intermediate Holdings Company, Inc.(5) | One stop | | L + 5.00% | | | N/A(6) | | 06/2026 | | — | | | (2) | | | — | | | (1) | | | | | | | | | | | | | | | | | |
| Calabrio, Inc. # | One stop | | L + 7.00% | (c) | | 8.00% | | 04/2027 | | 21,174 | | | 20,881 | | | 2.6 | | | 21,174 | | | | | | | | | | | | | | | | | |
| Calabrio, Inc.(5) | One stop | | L + 7.00% | | | N/A(6) | | 04/2027 | | — | | | (4) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a) | | 9.50% cash/0.50% PIK | | 05/2023 | | 850 | | | 843 | | | 0.1 | | | 850 | | | | | | | | | | | | | | | | | |
| Cloudbees, Inc.# | One stop | | L + 9.00% | (a) | | 9.50% cash/0.50% PIK | | 05/2023 | | 706 | | | 697 | | | 0.1 | | | 706 | | | | | | | | | | | | | | | | | |
| Cloudbees, Inc. | One stop | | L + 9.00% | (a) | | 9.50% cash/0.50% PIK | | 05/2023 | | 499 | | | 498 | | | 0.1 | | | 499 | | | | | | | | | | | | | | | | | |
| Cloudbees, Inc. | One stop | | L + 8.50% | | | N/A(6) | | 05/2023 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
56
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | | | | | | | | | | | | | | |
| Software - (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cybergrants Holdings, LLC# | One stop | | L + 6.50% | (c) | | 7.25% | | 09/2027 | | $ | 24,690 | | | $ | 24,324 | | | 3.0 | | % | $ | 24,443 | | | | | | | | | | | | | | | | | |
| Cybergrants Holdings, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 09/2027 | | — | | | (3) | | | — | | | (2) | | | | | | | | | | | | | | | | | |
| Cybergrants Holdings, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2027 | | — | | | (18) | | | — | | | (18) | | | | | | | | | | | | | | | | | |
| Digital Guardian, Inc. | One stop | | L + 9.50% | (c) | | 7.50% cash/3.00% PIK | | 06/2023 | | 1,750 | | | 1,745 | | | 0.2 | | | 1,869 | | | | | | | | | | | | | | | | | |
| Digital Guardian, Inc. | Subordinated debt | | N/A | | | 8.00% PIK | | 06/2023 | | 2 | | | 1 | | | — | | | 2 | | | | | | | | | | | | | | | | | |
| Digital Guardian, Inc. | One stop | | L + 5.00% | | | N/A(6) | | 06/2023 | | — | | | — | | | — | | | 1 | | | | | | | | | | | | | | | | | |
| Diligent Corporation#~ | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2025 | | 27,772 | | | 27,505 | | | 3.5 | | | 27,937 | | | | | | | | | | | | | | | | | |
| Diligent Corporation# | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 2,358 | | | 2,337 | | | 0.3 | | | 2,333 | | | | | | | | | | | | | | | | | |
| Diligent Corporation | One stop | | L + 6.25% | (c) | | 7.25% | | 08/2025 | | 434 | | | 395 | | | 0.1 | | | 436 | | | | | | | | | | | | | | | | | |
| Diligent Corporation(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2025 | | — | | | (6) | | | — | | | 5 | | | | | | | | | | | | | | | | | |
| Diligent Corporation(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2025 | | — | | | (37) | | | — | | | 9 | | | | | | | | | | | | | | | | | |
| FirstUp, Inc# | One stop | | L + 6.75% | (c) | | 4.25% cash/3.50% PIK | | 07/2027 | | 3,199 | | | 3,168 | | | 0.4 | | | 3,167 | | | | | | | | | | | | | | | | | |
| FirstUp, Inc(5) | One stop | | L + 6.25% | | | N/A(6) | | 07/2027 | | — | | | (1) | | | — | | | (1) | | | | | | | | | | | | | | | | | |
| Gainsight, Inc.# | One stop | | L + 6.25% | (c) | | 7.00% | | 07/2027 | | 3,086 | | | 3,033 | | | 0.4 | | | 3,032 | | | | | | | | | | | | | | | | | |
| Gainsight, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 07/2027 | | — | | | (2) | | | — | | | (2) | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc.#~ | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 15,403 | | | 15,265 | | | 1.9 | | | 15,403 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 4,337 | | | 4,298 | | | 0.6 | | | 4,337 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc.# | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 3,934 | | | 3,914 | | | 0.5 | | | 3,934 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc.~ | One stop | | L + 5.75% | (c) | | 6.75% | | 05/2026 | | 2,768 | | | 2,727 | | | 0.3 | | | 2,768 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 1,593 | | | 1,579 | | | 0.2 | | | 1,593 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 1,135 | | | 1,125 | | | 0.1 | | | 1,135 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 1,047 | | | 1,038 | | | 0.1 | | | 1,047 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2026 | | 656 | | | 650 | | | 0.1 | | | 656 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (c)(d) | | 6.75% | | 05/2026 | | 128 | | | 127 | | | — | | | 128 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 05/2026 | | 71 | | | 70 | | | — | | | 71 | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 05/2026 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| GS Acquisitionco, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 05/2026 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| ICIMS, Inc.# | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 3,240 | | | 3,209 | | | 0.4 | | | 3,240 | | | | | | | | | | | | | | | | | |
| ICIMS, Inc.# | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 1,065 | | | 1,059 | | | 0.1 | | | 1,065 | | | | | | | | | | | | | | | | | |
| ICIMS, Inc.# | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 621 | | | 616 | | | 0.1 | | | 621 | | | | | | | | | | | | | | | | | |
| ICIMS, Inc. | One stop | | L + 6.50% | (c) | | 7.50% | | 09/2024 | | 44 | | | 44 | | | — | | | 44 | | | | | | | | | | | | | | | | | |
| Impartner, Inc.# | One stop | | L + 9.50% | (c) | | 9.30% cash/2.00% PIK | | 08/2025 | | 1,179 | | | 1,173 | | | 0.2 | | | 1,224 | | | | | | | | | | | | | | | | | |
| Impartner, Inc. | One stop | | L + 9.50% | (c) | | 9.30% cash/2.00% PIK | | 08/2025 | | 93 | | | 92 | | | — | | | 97 | | | | | | | | | | | | | | | | | |
| Impartner, Inc. | One stop | | L + 7.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | 4 | | | | | | | | | | | | | | | | | |
| Impartner, Inc. | One stop | | L + 7.50% | | | N/A(6) | | 08/2025 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| Instructure, Inc.# | One stop | | L + 5.50% | (a) | | 6.50% | | 03/2026 | | 18,220 | | | 17,990 | | | 2.2 | | | 18,220 | | | | | | | | | | | | | | | | | |
| Instructure, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 03/2026 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Juvare, LLC~ | One stop | | L + 5.75% | (c) | | 6.75% | | 10/2026 | | 3,012 | | | 2,980 | | | 0.4 | | | 2,974 | | | | | | | | | | | | | | | | | |
| Juvare, LLC | One stop | | P + 4.75% | (c)(e) | | 6.75% | | 10/2026 | | 695 | | | 688 | | | 0.1 | | | 686 | | | | | | | | | | | | | | | | | |
| Juvare, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 04/2026 | | — | | | (1) | | | — | | | (1) | | | | | | | | | | | | | | | | | |
| Juvare, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2026 | | — | | | (11) | | | — | | | (11) | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
57
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | | | | | | | | | | | | | | |
| Software - (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kaseya Traverse Inc# | One stop | | L + 7.00% | (c) | | 5.00% cash/3.00% PIK | | 05/2025 | | $ | 14,998 | | | $ | 14,819 | | | 1.8 | | % | $ | 14,735 | | | | | | | | | | | | | | | | | |
| Kaseya Traverse Inc# | One stop | | L + 7.00% | (c) | | 5.00% cash/3.00% PIK | | 05/2025 | | 6,127 | | | 6,022 | | | 0.7 | | | 6,020 | | | | | | | | | | | | | | | | | |
| Kaseya Traverse Inc | One stop | | L + 7.00% | (c) | | 5.00% cash/3.00% PIK | | 05/2025 | | 1,759 | | | 1,745 | | | 0.2 | | | 1,728 | | | | | | | | | | | | | | | | | |
| Kaseya Traverse Inc | One stop | | L + 7.00% | (c) | | 5.00% cash/3.00% PIK | | 05/2025 | | 1,439 | | | 1,420 | | | 0.2 | | | 1,414 | | | | | | | | | | | | | | | | | |
| Kaseya Traverse Inc(5) | One stop | | L + 6.50% | | | N/A(6) | | 05/2025 | | — | | | (1) | | | — | | | (3) | | | | | | | | | | | | | | | | | |
| Kaseya Traverse Inc(5) | One stop | | L + 4.00% | | | N/A(6) | | 05/2025 | | — | | | (50) | | | — | | | (51) | | | | | | | | | | | | | | | | | |
| Mindbody, Inc. | One stop | | L + 8.50% | (d) | | 8.00% cash/1.50% PIK | | 02/2025 | | 11,930 | | | 11,864 | | | 1.5 | | | 11,945 | | | | | | | | | | | | | | | | | |
| Mindbody, Inc.(5) | One stop | | L + 8.00% | | | N/A(6) | | 02/2025 | | — | | | (1) | | | — | | | (2) | | | | | | | | | | | | | | | | | |
| Mindbody, Inc. | One stop | | L + 7.00% | | | N/A(6) | | 02/2025 | | — | | | — | | | — | | | 2 | | | | | | | | | | | | | | | | | |
| Ministry Brands, LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 490 | | | 487 | | | 0.1 | | | 490 | | | | | | | | | | | | | | | | | |
| Ministry Brands, LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 231 | | | 229 | | | — | | | 231 | | | | | | | | | | | | | | | | | |
| Ministry Brands, LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 220 | | | 219 | | | — | | | 220 | | | | | | | | | | | | | | | | | |
| Ministry Brands, LLC | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 129 | | | 129 | | | — | | | 129 | | | | | | | | | | | | | | | | | |
| Ministry Brands, LLC# | Senior loan | | L + 4.00% | (a) | | 5.00% | | 12/2022 | | 126 | | | 126 | | | — | | | 126 | | | | | | | | | | | | | | | | | |
| mParticle, Inc.# | One stop | | L + 10.25% | (c) | | 7.50% cash/3.75% PIK | | 09/2025 | | 1,946 | | | 1,925 | | | 0.2 | | | 1,946 | | | | | | | | | | | | | | | | | |
| mParticle, Inc. | One stop | | L + 10.25% | (c) | | 11.25% | | 09/2025 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| Namely, Inc.# | One stop | | L + 8.50% | (c) | | 8.25% cash/2.25% PIK | | 06/2024 | | 2,148 | | | 2,046 | | | 0.3 | | | 2,148 | | | | | | | | | | | | | | | | | |
| Namely, Inc. | One stop | | L + 8.50% | (c) | | 8.25% cash/2.25% PIK | | 06/2024 | | 809 | | | 774 | | | 0.1 | | | 809 | | | | | | | | | | | | | | | | | |
| Namely, Inc. | One stop | | L + 7.50% | (a) | | 8.25% cash/1.25% PIK | | 06/2024 | | 36 | | | 35 | | | — | | | 36 | | | | | | | | | | | | | | | | | |
| Neo Bidco GMBH#(7)(8)(12) | One stop | | E + 6.00% | (f) | | 6.00% | | 07/2028 | | 3,016 | | | 2,973 | | | 0.4 | | | 2,955 | | | | | | | | | | | | | | | | | |
| Neo Bidco GMBH(7)(8)(12) | One stop | | E + 6.00% | | | N/A(6) | | 01/2028 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc.#~ | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2024 | | 3,365 | | | 3,338 | | | 0.4 | | | 3,365 | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc.# | Second lien | | L + 8.50% | (c) | | 9.50% | | 10/2025 | | 1,356 | | | 1,339 | | | 0.2 | | | 1,356 | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc.# | One stop | | L + 4.50% | (d) | | 5.50% | | 10/2024 | | 276 | | | 273 | | | — | | | 276 | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc. | One stop | | L + 4.50% | (c) | | 5.50% | | 10/2024 | | 153 | | | 150 | | | — | | | 153 | | | | | | | | | | | | | | | | | |
| PDI TA Holdings, Inc. | Second lien | | L + 8.50% | (c) | | 9.50% | | 10/2025 | | 82 | | | 81 | | | — | | | 82 | | | | | | | | | | | | | | | | | |
| Personify, Inc.~ | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2024 | | 3,253 | | | 3,238 | | | 0.4 | | | 3,253 | | | | | | | | | | | | | | | | | |
| Personify, Inc.~ | One stop | | L + 5.25% | (c) | | 6.25% | | 09/2024 | | 1,960 | | | 1,944 | | | 0.2 | | | 1,960 | | | | | | | | | | | | | | | | | |
| Personify, Inc. | One stop | | L + 5.25% | | | N/A(6) | | 09/2024 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| Pluralsight, LLC# | One stop | | L + 8.00% | (c) | | 9.00% | | 03/2027 | | 9,346 | | | 9,259 | | | 1.1 | | | 9,346 | | | | | | | | | | | | | | | | | |
| Pluralsight, LLC(5) | One stop | | L + 8.00% | | | N/A(6) | | 03/2027 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| ProcessUnity Holdings, LLC# | One stop | | L + 6.00% | (d) | | 6.75% | | 09/2028 | | 1,793 | | | 1,775 | | | 0.2 | | | 1,775 | | | | | | | | | | | | | | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (1) | | | — | | | (1) | | | | | | | | | | | | | | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (4) | | | — | | | (4) | | | | | | | | | | | | | | | | | |
| Pyramid Healthcare Acquisition Corp.# | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2027 | | 7,320 | | | 7,251 | | | 0.9 | | | 7,320 | | | | | | | | | | | | | | | | | |
| Pyramid Healthcare Acquisition Corp. | One stop | | L + 4.75% | (c) | | 5.75% | | 05/2027 | | 63 | | | 39 | | | — | | | 63 | | | | | | | | | | | | | | | | | |
| Pyramid Healthcare Acquisition Corp.(5) | One stop | | L + 4.75% | | | N/A(6) | | 05/2027 | | — | | | (2) | | | — | | | — | | | | | | | | | | | | | | | | | |
| RegEd Aquireco, LLC~ | Senior loan | | L + 4.25% | (a) | | 5.25% | | 12/2024 | | 1,205 | | | 1,199 | | | 0.1 | | | 1,145 | | | | | | | | | | | | | | | | | |
| RegEd Aquireco, LLC | Senior loan | | P + 3.25% | (a)(e) | | 4.27% | | 12/2024 | | 72 | | | 71 | | | — | | | 65 | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
58
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | | | | | | | | | | | | | | |
| Software - (continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rodeo Buyer Company & Absorb Software Inc.# | One stop | | L + 6.25% | (c) | | 7.25% | | 05/2027 | | $ | 1,760 | | | $ | 1,743 | | | 0.2 | | % | $ | 1,760 | | | | | | | | | | | | | | | | | |
| Rodeo Buyer Company & Absorb Software Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 05/2027 | | — | | | (1) | | | — | | | — | | | | | | | | | | | | | | | | | |
| SnapLogic, Inc. | One stop | | L + 8.75% | (c) | | 5.75% cash/5.50% PIK | | 09/2024 | | 1,087 | | | 1,083 | | | 0.1 | | | 1,059 | | | | | | | | | | | | | | | | | |
| SnapLogic, Inc.# | One stop | | L + 3.25% | (b) | | 5.75% | | 09/2024 | | 473 | | | 460 | | | 0.1 | | | 464 | | | | | | | | | | | | | | | | | |
| SnapLogic, Inc.#(5) | One stop | | L + 8.75% | (c) | | 5.75% cash/5.50% PIK | | 09/2024 | | 3 | | | (1) | | | — | | | 3 | | | | | | | | | | | | | | | | | |
| SnapLogic, Inc. | One stop | | L + 3.25% | | | N/A(6) | | 09/2024 | | — | | | — | | | — | | | — | | | | | | | | | | | | | | | | | |
| SnapLogic, Inc.(5) | One stop | | L + 3.25% | | | N/A(6) | | 09/2024 | | — | | | (2) | | | — | | | (9) | | | | | | | | | | | | | | | | | |
| Sontatype, Inc.# | One stop | | L + 6.75% | (c) | | 7.75% | | 12/2025 | | 12,912 | | | 12,822 | | | 1.6 | | | 12,912 | | | | | | | | | | | | | | | | | |
| Sontatype, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 12/2025 | | — | | | (2) | | | — | | | — | | | | | | | | | | | | | | | | | |
| Spartan Buyer Acquisition Co.# | One stop | | L + 6.25% | (c) | | 7.25% | | 12/2026 | | 12,675 | | | 12,538 | | | 1.5 | | | 12,548 | | | | | | | | | | | | | | | | | |
| Spartan Buyer Acquisition Co.# | One stop | | L + 6.25% | (c) | | 7.25% | | 12/2026 | | 814 | | | 798 | | | 0.1 | | | 806 | | | | | | | | | | | | | | | | | |
| Spartan Buyer Acquisition Co.(5) | One stop | | L + 6.25% | | | N/A(6) | | 12/2026 | | — | | | (3) | | | — | | | (2) | | | | | | | | | | | | | | | | | |
| Telesoft Holdings LLC#~ | One stop | | L + 5.75% | (c) | | 6.75% | | 12/2025 | | 20,956 | | | 20,622 | | | 2.6 | | | 20,956 | | | | | | | | | | | | | | | | | |
| Telesoft Holdings LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 12/2025 | | — | | | (4) | | | — | | | — | | | | | | | | | | | | | | | | | |
| TI Intermediate Holdings, LLC~ | Senior loan | | L + 4.50% | (a) | | 4.58% | | 12/2024 | | 812 | | | 808 | | | 0.1 | | | 810 | | | | | | | | | | | | | | | | | |
| TI Intermediate Holdings, LLC# | Senior loan | | L + 4.50% | (a) | | 5.50% | | 12/2024 | | 218 | | | 213 | | | — | | | 220 | | | | | | | | | | | | | | | | | |
| TI Intermediate Holdings, LLC | Senior loan | | L + 4.50% | (a) | | 5.50% | | 12/2024 | | 102 | | | 100 | | | — | | | 103 | | | | | | | | | | | | | | | | | |
| TI Intermediate Holdings, LLC | Senior loan | | L + 4.50% | (a) | | 4.58% | | 12/2024 | | 8 | | | 7 | | | — | | | 8 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 1,940 | | | 1,918 | | | 0.3 | | | 1,941 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC# | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 1,283 | | | 1,273 | | | 0.2 | | | 1,284 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 496 | | | 490 | | | 0.1 | | | 496 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 474 | | | 468 | | | 0.1 | | | 474 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 469 | | | 464 | | | 0.1 | | | 469 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 437 | | | 432 | | | 0.1 | | | 437 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 401 | | | 396 | | | — | | | 401 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 308 | | | 301 | | | — | | | 308 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 300 | | | 297 | | | — | | | 301 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 200 | | | 198 | | | — | | | 200 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 181 | | | 179 | | | — | | | 181 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 84 | | | 83 | | | — | | | 84 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 82 | | | 81 | | | — | | | 82 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2024 | | 35 | | | 34 | | | — | | | 35 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 17 | | | 17 | | | — | | | 17 | | | | | | | | | | | | | | | | | |
| Togetherwork Holdings, LLC~ | One stop | | L + 6.25% | (a) | | 7.25% | | 03/2025 | | 16 | | | 16 | | | — | | | 16 | | | | | | | | | | | | | | | | | |
| Transact Holdings, Inc.# | Senior loan | | L + 4.75% | (a) | | 4.83% | | 04/2026 | | 750 | | | 742 | | | 0.1 | | | 744 | | | | | | | | | | | | | | | | | |
| Trintech, Inc.~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2024 | | 2,071 | | | 2,057 | | | 0.3 | | | 2,071 | | | | | | | | | | | | | | | | | |
| Trintech, Inc.~ | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2024 | | 1,030 | | | 1,023 | | | 0.2 | | | 1,030 | | | | | | | | | | | | | | | | | |
| Trintech, Inc. | One stop | | L + 6.00% | (c) | | 7.00% | | 12/2024 | | 50 | | | 49 | | | — | | | 50 | | | | | | | | | | | | | | | | | |
| Vector CS Midco Limited & Cloudsense Ltd.(7)(8)(9) | One stop | | L + 8.05% | (g) | | 5.30% cash/3.55% PIK | | 05/2024 | | 2,061 | | | 2,051 | | | 0.2 | | | 1,804 | | | | | | | | | | | | | | | | | |
| Vector CS Midco Limited & Cloudsense Ltd.(7)(8)(9) | One stop | | L + 8.05% | (g) | | 5.30% cash/3.55% PIK | | 05/2024 | | 68 | | | 68 | | | — | | | 60 | | | | | | | | | | | | | | | | | |
| Vendavo, Inc.# | One stop | | L + 5.75% | (c) | | 6.50% | | 09/2027 | | 8,415 | | | 8,342 | | | 1.0 | | | 8,341 | | | | | | | | | | | | | | | | | |
| Vendavo, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2027 | | — | | | (1) | | | — | | | (1) | | | | | | | | | | | | | | | | | |
| Workforce Software, LLC# | One stop | | L + 6.50% | (c) | | 7.50% | | 07/2025 | | 11,068 | | | 10,904 | | | 1.4 | | | 11,068 | | | | | | | | | | | | | | | | | |
| Workforce Software, LLC# | One stop | | L + 6.50% | (c) | | 6.50% cash/1.00% PIK | | 07/2025 | | 1,962 | | | 1,944 | | | 0.2 | | | 1,962 | | | | | | | | | | | | | | | | | |
| Workforce Software, LLC | One stop | | L + 6.50% | (c) | | 7.50% | | 07/2025 | | 47 | | | 46 | | | — | | | 47 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 377,637 | | | 373,022 | | | 46.3 | | | 376,706 | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
59
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | |
| 2nd Ave. LLC# | One stop | | L + 6.50% | (a) | | 7.50% | | 09/2025 | | $ | 1,366 | | | $ | 1,357 | | | 0.2 | | % | $ | 1,366 | | | | |
| 2nd Ave. LLC | One stop | | L + 6.50% | | | N/A(6) | | 09/2025 | | — | | | — | | | — | | | — | | | | |
| Consilio Midco Limited#(7)(10) | One stop | | L + 5.75% | (d) | | 6.75% | | 05/2028 | | 4,528 | | | 4,442 | | | 0.6 | | | 4,483 | | | | |
| Consilio Midco Limited(5)(7)(10) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (2) | | | — | | | (1) | | | | |
| Consilio Midco Limited(5)(7)(10) | One stop | | L + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (16) | | | — | | | (17) | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 1,850 | | | 1,833 | | | 0.3 | | | 1,836 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 1,610 | | | 1,595 | | | 0.2 | | | 1,598 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 1,524 | | | 1,516 | | | 0.2 | | | 1,512 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 1,450 | | | 1,440 | | | 0.2 | | | 1,439 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 1,110 | | | 1,104 | | | 0.2 | | | 1,101 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 1,072 | | | 1,062 | | | 0.2 | | | 1,064 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 877 | | | 873 | | | 0.2 | | | 871 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 869 | | | 861 | | | 0.2 | | | 862 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 799 | | | 791 | | | 0.1 | | | 793 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 748 | | | 744 | | | 0.1 | | | 743 | | | | |
| Imperial Optical Midco Inc.# | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 649 | | | 644 | | | 0.1 | | | 644 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 642 | | | 636 | | | 0.1 | | | 637 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 618 | | | 615 | | | 0.1 | | | 614 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 601 | | | 595 | | | 0.1 | | | 597 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 599 | | | 596 | | | 0.1 | | | 594 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 564 | | | 559 | | | 0.1 | | | 560 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 557 | | | 552 | | | 0.1 | | | 553 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2023 | | 531 | | | 526 | | | 0.1 | | | 527 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 487 | | | 485 | | | 0.1 | | | 484 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 445 | | | 443 | | | 0.1 | | | 442 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 445 | | | 440 | | | 0.1 | | | 441 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 444 | | | 441 | | | 0.1 | | | 440 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 418 | | | 409 | | | 0.1 | | | 415 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 410 | | | 406 | | | — | | | 407 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 406 | | | 402 | | | — | | | 403 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 383 | | | 381 | | | — | | | 381 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 377 | | | 373 | | | — | | | 374 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 374 | | | 370 | | | — | | | 371 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 352 | | | 348 | | | — | | | 350 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 348 | | | 346 | | | — | | | 345 | | | | |
See Notes to Consolidated Financial Statements.
60
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | $ | 341 | | | $ | 338 | | | — | | % | $ | 339 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 322 | | | 318 | | | — | | | 319 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 313 | | | 311 | | | — | | | 310 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 288 | | | 287 | | | — | | | 286 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 259 | | | 256 | | | — | | | 257 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 253 | | | 248 | | | — | | | 251 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 252 | | | 251 | | | — | | | 250 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 248 | | | 246 | | | — | | | 246 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 245 | | | 243 | | | — | | | 244 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 245 | | | 243 | | | — | | | 243 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 194 | | | 193 | | | — | | | 193 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 194 | | | 192 | | | — | | | 192 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 190 | | | 189 | | | — | | | 189 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 178 | | | 176 | | | — | | | 177 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 176 | | | 174 | | | — | | | 175 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 175 | | | 173 | | | — | | | 173 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 172 | | | 170 | | | — | | | 170 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 163 | | | 161 | | | — | | | 162 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 159 | | | 158 | | | — | | | 158 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 153 | | | 151 | | | — | | | 151 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 150 | | | 149 | | | — | | | 149 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 148 | | | 147 | | | — | | | 146 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 148 | | | 146 | | | — | | | 146 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 147 | | | 145 | | | — | | | 145 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 145 | | | 143 | | | — | | | 144 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 140 | | | 138 | | | — | | | 139 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 138 | | | 137 | | | — | | | 137 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 126 | | | 124 | | | — | | | 125 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 122 | | | 121 | | | — | | | 121 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 116 | | | 115 | | | — | | | 115 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 108 | | | 107�� | | | — | | | 107 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 104 | | | 103 | | | — | | | 103 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 100 | | | 99 | | | — | | | 99 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 97 | | | 96 | | | — | | | 96 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 96 | | | 95 | | | — | | | 95 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 95 | | | 95 | | | — | | | 94 | | | | |
See Notes to Consolidated Financial Statements.
61
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | $ | 91 | | | $ | 90 | | | — | | % | $ | 90 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 89 | | | 89 | | | — | | | 89 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 85 | | | 84 | | | — | | | 84 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 85 | | | 84 | | | — | | | 84 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 80 | | | 79 | | | — | | | 79 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 78 | | | 77 | | | — | | | 78 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 72 | | | 71 | | | — | | | 72 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 69 | | | 68 | | | — | | | 68 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 68 | | | 67 | | | — | | | 67 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 67 | | | 66 | | | — | | | 67 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 62 | | | 61 | | | — | | | 61 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 59 | | | 58 | | | — | | | 59 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 58 | | | 57 | | | — | | | 57 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 56 | | | 56 | | | — | | | 56 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 55 | | | 54 | | | — | | | 54 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 55 | | | 55 | | | — | | | 55 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 54 | | | 53 | | | — | | | 54 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 52 | | | 52 | | | — | | | 52 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 51 | | | 50 | | | — | | | 50 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 49 | | | 49 | | | — | | | 49 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 44 | | | 44 | | | — | | | 44 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 44 | | | 44 | | | — | | | 44 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 42 | | | 42 | | | — | | | 42 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 42 | | | 42 | | | — | | | 42 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 42 | | | 42 | | | — | | | 42 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 41 | | | 40 | | | — | | | 40 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 37 | | | 36 | | | — | | | 36 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 32 | | | 32 | | | — | | | 32 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 31 | | | 31 | | | — | | | 31 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 31 | | | 31 | | | — | | | 31 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 25 | | | 25 | | | — | | | 25 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 25 | | | 25 | | | — | | | 25 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 24 | | | 24 | | | — | | | 24 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 24 | | | 23 | | | — | | | 24 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 24 | | | 24 | | | — | | | 24 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 23 | | | 23 | | | — | | | 23 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 22 | | | 22 | | | — | | | 22 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 21 | | | 21 | | | — | | | 21 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 17 | | | 17 | | | — | | | 17 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 17 | | | 17 | | | — | | | 17 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 15 | | | 15 | | | — | | | 15 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 15 | | | 15 | | | — | | | 15 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 13 | | | 13 | | | — | | | 13 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 12 | | | 12 | | | — | | | 12 | | | | |
See Notes to Consolidated Financial Statements.
62
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | $ | 12 | | | $ | 12 | | | — | | % | $ | 12 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 11 | | | 11 | | | — | | | 11 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 10 | | | 10 | | | — | | | 10 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 9 | | | 9 | | | — | | | 9 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 9 | | | 9 | | | — | | | 9 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 8 | | | 8 | | | — | | | 8 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 8 | | | 8 | | | — | | | 8 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 7 | | | 7 | | | — | | | 7 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 7 | | | 7 | | | — | | | 7 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 6 | | | 6 | | | — | | | 6 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 5 | | | 5 | | | — | | | 5 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 4 | | | 4 | | | — | | | 4 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | (a) | | 6.75% | | 08/2023 | | 3 | | | 3 | | | — | | | 3 | | | | |
| Imperial Optical Midco Inc. | One stop | | L + 5.75% | | | N/A(6) | | 08/2023 | | — | | | — | | | — | | | — | | | | |
| Imperial Optical Midco Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2023 | | — | | | (30) | | | — | | | (24) | | | | |
| Jet Equipment & Tools Ltd.(7)(8)(10) | One stop | | C + 5.25% | (j) | | 6.25% | | 11/2024 | | 4,213 | | | 4,186 | | | 0.6 | | | 4,344 | | | | |
| Jet Equipment & Tools Ltd.(7)(10)~ | One stop | | L + 5.25% | (a) | | 6.25% | | 11/2024 | | 3,321 | | | 3,303 | | | 0.5 | | | 3,319 | | | | |
| Jet Equipment & Tools Ltd.#(7)(8)(10) | One stop | | C + 5.50% | (j) | | 6.50% | | 11/2024 | | 1,307 | | | 1,297 | | | 0.2 | | | 1,367 | | | | |
| Jet Equipment & Tools Ltd.(7)(10)~ | One stop | | L + 5.25% | (a) | | 6.25% | | 11/2024 | | 1,021 | | | 1,015 | | | 0.2 | | | 1,020 | | | | |
| Jet Equipment & Tools Ltd.(7)(10)~ | One stop | | L + 5.25% | (a) | | 6.25% | | 11/2024 | | 393 | | | 390 | | | — | | | 392 | | | | |
| Jet Equipment & Tools Ltd.(7)(10) | One stop | | L + 5.25% | (a) | | 6.25% | | 11/2024 | | 75 | | | 75 | | | — | | | 75 | | | | |
| Jet Equipment & Tools Ltd.(7)(8)(10) | One stop | | C + 5.25% | (j)(k) | | 6.25% | | 11/2024 | | 64 | | | 63 | | | — | | | 63 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 1,683 | | | 1,683 | | | 0.3 | | | 1,683 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 1,140 | | | 1,130 | | | 0.2 | | | 1,140 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 863 | | | 856 | | | 0.2 | | | 863 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 843 | | | 836 | | | 0.1 | | | 843 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 402 | | | 398 | | | — | | | 402 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 370 | | | 367 | | | — | | | 370 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 357 | | | 354 | | | — | | | 357 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 346 | | | 346 | | | — | | | 346 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 321 | | | 319 | | | — | | | 321 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 269 | | | 267 | | | — | | | 269 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 268 | | | 265 | | | — | | | 268 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 254 | | | 252 | | | — | | | 254 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 206 | | | 206 | | | 0.1 | | | 206 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 183 | | | 181 | | | — | | | 183 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 149 | | | 145 | | | — | | | 149 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | P + 4.50% | (e) | | 7.75% | | 05/2023 | | 145 | | | 144 | | | 0.1 | | | 145 | | | | |
| PPV Intermediate Holdings II, LLC~ | One stop | | L + 5.50% | (a) | | 6.50% | | 05/2023 | | 45 | | | 44 | | | — | | | 45 | | | | |
| PPV Intermediate Holdings II, LLC | One stop | | N/A | | | 7.90% PIK | | 05/2023 | | 9 | | | 9 | | | — | | | 9 | | | | |
| PPV Intermediate Holdings II, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 05/2023 | | — | | | (60) | | | — | | | — | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 10/2024 | | 980 | | | 975 | | | 0.2 | | | 980 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC~ | One stop | | L + 4.75% | (c) | | 5.75% | | 10/2024 | | 663 | | | 660 | | | 0.1 | | | 663 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | One stop | | L + 4.75% | (c) | | 5.75% | | 10/2024 | | 40 | | | 40 | | | — | | | 40 | | | | |
| Titan Fitness, LLC# | One stop | | L + 6.75% | (b)(c) | | 5.75% cash/2.00% PIK | | 02/2025 | | 6,684 | | | 6,629 | | | 0.8 | | | 6,013 | | | | |
| Titan Fitness, LLC | One stop | | L + 6.75% | (c) | | 5.75% cash/2.00% PIK | | 02/2025 | | 789 | | | 783 | | | 0.1 | | | 710 | | | | |
See Notes to Consolidated Financial Statements.
63
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Specialty Retail - (continued) | | | | | | | | | | | | | | | | | | |
| Titan Fitness, LLC | One stop | | L + 6.75% | (c) | | 5.75% cash/2.00% PIK | | 02/2025 | | $ | 240 | | | $ | 238 | | | — | | % | $ | 215 | | | | |
| Vermont Aus Pty Ltd(7)(8)(11) | Senior loan | | A + 4.75% | (i) | | 4.82% | | 02/2025 | | 439 | | | 434 | | | 0.1 | | | 461 | | | | |
| Vermont Aus Pty Ltd#(7)(8)(11) | Senior loan | | A + 4.00% | (i) | | 4.07% | | 02/2025 | | 230 | | | 226 | | | — | | | 210 | | | | |
| Vermont Aus Pty Ltd(7)(8)(11) | Senior loan | | A + 4.75% | (i) | | 4.82% | | 02/2025 | | 32 | | | 30 | | | — | | | 37 | | | | |
| | | | | | | | | | | 64,430 | | | 63,776 | | | 7.8 | | | 63,534 | | | | |
| Textiles, Apparel and Luxury Goods | | | | | | | | | | | | | | | | | | |
| Dollfus Mieg Company, Inc.#(7)(9) | One stop | | L + 6.00% | (c) | | 6.50% | | 03/2028 | | 393 | | | 388 | | | 0.1 | | | 393 | | | | |
| Dollfus Mieg Company, Inc.#(7)(9) | One stop | | L + 6.00% | (c) | | 6.50% | | 03/2028 | | 196 | | | 193 | | | — | | | 196 | | | | |
| Dollfus Mieg Company, Inc.#(7)(9) | One stop | | L + 6.00% | (c) | | 6.50% | | 03/2028 | | 172 | | | 170 | | | — | | | 172 | | | | |
| Dollfus Mieg Company, Inc.(5)(7)(8)(9) | One stop | | E + 6.00% | | | N/A(6) | | 03/2028 | | — | | | (10) | | | — | | | — | | | | |
| | | | | | | | | | | 761 | | | 741 | | | 0.1 | | | 761 | | | | |
| Trading Companies and Distributors | | | | | | | | | | | | | | | | | | |
| Marcone Yellowstone Buyer Inc.# | One stop | | L + 5.50% | (c) | | 6.25% | | 06/2028 | | 1,384 | | | 1,357 | | | 0.2 | | | 1,384 | | | | |
| Marcone Yellowstone Buyer Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 06/2028 | | — | | | (62) | | | — | | | — | | | | |
| | | | | | | | | | | 1,384 | | | 1,295 | | | 0.2 | | | 1,384 | | | | |
| Water Utilities | | | | | | | | | | | | | | | | | | |
| S.J. Electro Systems, Inc.# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 06/2027 | | 2,170 | | | 2,149 | | | 0.3 | | | 2,170 | | | | |
| S.J. Electro Systems, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 06/2027 | | — | | | (30) | | | — | | | — | | | | |
| S.J. Electro Systems, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 06/2027 | | — | | | (2) | | | — | | | — | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | (c) | | 5.50% | | 11/2026 | | 144 | | | 133 | | | — | | | 133 | | | | |
| Vessco Midco Holdings, LLC# | Senior loan | | L + 4.50% | (c) | | 5.50% | | 11/2026 | | 89 | | | 88 | | | — | | | 88 | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 2,403 | | | 2,338 | | | 0.3 | | | 2,391 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total debt investments | | | | | | | | | $ | 1,408,751 | | | $ | 1,391,430 | | | 171.8 | | % | $1,398,911 | | | |
See Notes to Consolidated Financial Statements.
64
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Equity investments(14)(15) | | | | | | | | | | | | | | | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC | LP units | | N/A | | | N/A | | N/A | | — | | | $ | 320 | | | 0.1 | | % | $ | 320 | | | | |
| MOP GM Holding, LLC | LP units | | N/A | | | N/A | | N/A | | — | | | 130 | | | 0.1 | | | 217 | | | | |
| Quick Quack Car Wash Holdings, LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 93 | | | — | | | 161 | | | | |
| | | | | | | | | | | | | 543 | | | 0.2 | | | 698 | | | | |
| Biotechnology | | | | | | | | | | | | | | | | | | |
| BIO18 Borrower, LLC(16) | Preferred stock | | N/A | | | N/A | | N/A | | 141 | | | 246 | | | 0.1 | | | 663 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Chemicals | | | | | | | | | | | | | | | | | | |
| Inhance Technologies Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 34 | | | — | | | 23 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Commercial Services and Supplies | | | | | | | | | | | | | | | | | | |
| North Haven Stack Buyer, LLC | LLC units | | N/A | | | N/A | | N/A | | 156 | | | 157 | | | 0.1 | | | 157 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | |
| CHHJ Franchising, LLC(16) | LLC units | | N/A | | | N/A | | N/A | | 8 | | | 79 | | | — | | | 98 | | | | |
| EWC Growth Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 25 | | | — | | | 2 | | | | |
| Liminex, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 176 | | | — | | | 306 | | | | |
| | | | | | | | | | | | | 280 | | | — | | | 406 | | | | |
| Electronic Equipment, Instruments, and Components | | | | | | | | | | | | | | | | | | |
| ES Acquisition LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | 6 | | | 0.1 | | | 444 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Food & Staples Retailing | | | | | | | | | | | | | | | | | | |
| Captain D's, LLC | LLC interest | | N/A | | | N/A | | N/A | | 15 | | | 15 | | | — | | | 72 | | | | |
| Mendocino Farms, LLC | Common Stock | | N/A | | | N/A | | N/A | | 59 | | | 257 | | | 0.1 | | | 585 | | | | |
| Ruby Slipper Cafe LLC, The | LLC interest | | N/A | | | N/A | | N/A | | 6 | | | 61 | | | — | | | 24 | | | | |
| Ruby Slipper Cafe LLC, The | LLC interest | | N/A | | | N/A | | N/A | | — | | | 4 | | | — | | | 8 | | | | |
| Wood Fired Holding Corp. | LLC units | | N/A | | | N/A | | N/A | | 103 | | | 103 | | | — | | | 130 | | | | |
| Wood Fired Holding Corp. | Common Stock | | N/A | | | N/A | | N/A | | 103 | | | — | | | — | | | 167 | | | | |
| Zenput Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 57 | | | 158 | | | — | | | 165 | | | | |
| | | | | | | | | | | | | 598 | | | 0.1 | | | 1,151 | | | | |
| Food Products | | | | | | | | | | | | | | | | | | |
| Borrower R365 Holdings, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 30 | | | 40 | | | — | | | 45 | | | | |
| FCID Merger Sub, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 1 | | | 130 | | | — | | | 141 | | | | |
| Kodiak Cakes, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 112 | | | — | | | 112 | | | | |
| Kodiak Cakes, LLC | LLC units | | N/A | | | N/A | | N/A | | 76 | | | 76 | | | — | | | 76 | | | | |
| Louisiana Fish Fry Products, Ltd. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 212 | | | 0.1 | | | 212 | | | | |
| | | | | | | | | | | | | 570 | | | 0.1 | | | 586 | | | | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
65
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Health Care Equipment & Supplies | | | | | | | | | | | | | | | | | | |
| Aspen Medical Products, LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | $ | 17 | | | — | | % | $ | 32 | | | | |
| Blue River Pet Care, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 207 | | | 0.1 | | | 425 | | | | |
| CCSL Holdings, LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | 125 | | | — | | | 128 | | | | |
| CMI Parent Inc. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 492 | | | 0.1 | | | 584 | | | | |
| CMI Parent Inc. | Common Stock | | N/A | | | N/A | | N/A | | 5 | | | 5 | | | — | | | 137 | | | | |
| | | | | | | | | | | | | 846 | | | 0.2 | | | 1,306 | | | | |
| Health Care Providers & Services | | | | | | | | | | | | | | | | | | |
| AVG Intermediate Holdings & AVG Subsidiary Holdings LLC | LLC units | | N/A | | | N/A | | N/A | | 41 | | | 41 | | | — | | | 53 | | | | |
| CRH Healthcare Purchaser, Inc.(16) | LP interest | | N/A | | | N/A | | N/A | | 102 | | | 50 | | | — | | | 183 | | | | |
| Elite Dental Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 445 | | | 0.1 | | | 547 | | | | |
| Elite Dental Partners LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 192 | | | — | | | 275 | | | | |
| Elite Dental Partners LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | 3 | | | | |
| Emerge Intermediate, Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 165 | | | — | | | 167 | | | | |
| Emerge Intermediate, Inc. | LLC units | | N/A | | | N/A | | N/A | | — | | | 10 | | | — | | | 12 | | | | |
| Emerge Intermediate, Inc. | LLC units | | N/A | | | N/A | | N/A | | 2 | | | 2 | | | — | | | — | | | | |
| Encorevet Group LLC | Common Stock | | N/A | | | N/A | | N/A | | 2 | | | 223 | | | — | | | 371 | | | | |
| Encorevet Group LLC | LLC units | | N/A | | | N/A | | N/A | | 1 | | | 118 | | | — | | | 196 | | | | |
| Krueger-Gilbert Health Physics, LLC | Common Stock | | N/A | | | N/A | | N/A | | 52 | | | 54 | | | — | | | 73 | | | | |
| MD Now Holdings, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 3 | | | 23 | | | — | | | 55 | | | | |
| Midwest Veterinary Partners, LLC | LLC units | | N/A | | | N/A | | N/A | | — | | | 254 | | | 0.1 | | | 254 | | | | |
| Midwest Veterinary Partners, LLC | Warrant | | N/A | | | N/A | | N/A | | — | | | 13 | | | — | | | 16 | | | | |
| Midwest Veterinary Partners, LLC | Warrant | | N/A | | | N/A | | N/A | | 3 | | | — | | | — | | | 83 | | | | |
| NDX Parent, LLC | Common Stock | | N/A | | | N/A | | N/A | | — | | | 106 | | | — | | | 106 | | | | |
| New Look (Delaware) Corporation and NL1 AcquireCo, Inc.(7)(8)(10) | Common Stock | | N/A | | | N/A | | N/A | | — | | | 117 | | | 0.1 | | | 127 | | | | |
| Summit Behavioral Healthcare, LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 16 | | | — | | | 22 | | | | |
| Summit Behavioral Healthcare, LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | 38 | | | | |
| | | | | | | | | | | | | 1,829 | | | 0.3 | | | 2,581 | | | | |
| Health Care Technology | | | | | | | | | | | | | | | | | | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 596 | | | 0.2 | | | 856 | | | | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 340 | | | — | | | 382 | | | | |
| Caliper Software, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 210 | | | — | | | 224 | | | | |
| Caliper Software, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 42 | | | — | | | — | | | 197 | | | | |
| Connexin Software, Inc. | LLC interest | | N/A | | | N/A | | N/A | | 26 | | | 26 | | | — | | | 53 | | | | |
| HSI Halo Acquisition, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 75 | | | — | | | 71 | | | | |
| HSI Halo Acquisition, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | | | 1,247 | | | 0.2 | | | 1,783 | | | | |
See Notes to Consolidated Financial Statements.
66
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | | |
| Freddy's Frozen Custard LLC | LP interest | | N/A | | | N/A | | N/A | | 81 | | | $ | 81 | | | — | | % | $ | 117 | | | | |
| Harri US LLC | Warrant | | N/A | | | N/A | | N/A | | 8 | | | 46 | | | — | | | 46 | | | | |
| SSRG Holdings, LLC | LP interest | | N/A | | | N/A | | N/A | | 40 | | | 399 | | | 0.1 | | | 492 | | | | |
| Tropical Smoothie Cafe Holdings, LLC(16) | LP interest | | N/A | | | N/A | | N/A | | 2 | | | 191 | | | — | | | 348 | | | | |
| | | | | | | | | | | | | 717 | | | 0.1 | | | 1,003 | | | | |
| Household Durables | | | | | | | | | | | | | | | | | | | |
| Groundworks LLC(16) | LLC interest | | N/A | | | N/A | | N/A | | — | | | 53 | | | — | | | 141 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Insurance | | | | | | | | | | | | | | | | | | | |
| Majesco | LP interest | | N/A | | | N/A | | N/A | | — | | | 124 | | | — | | | 135 | | | | |
| Majesco | LP interest | | N/A | | | N/A | | N/A | | 28 | | | — | | | — | | | 67 | | | | |
| Orchid Underwriters Agency, LLC(16) | LP interest | | N/A | | | N/A | | N/A | | 22 | | | 22 | | | — | | | 23 | | | | |
| | | | | | | | | | | | | 146 | | | — | | | 225 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | |
| Appriss Health Intermediate Holdings, Inc | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 787 | | | 0.1 | | | 847 | | | | |
| Appriss Holdings, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 52 | | | — | | | 70 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 217 | | | 170 | | | 0.2 | | | 1,661 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 57 | | | 156 | | | 0.1 | | | 436 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 13 | | | 108 | | | — | | | 111 | | | | |
| Arctic Wolfs Networks, Inc. and Arctic Wolf Networks Canada, Inc. | Warrant | | N/A | | | N/A | | N/A | | 75 | | | 59 | | | 0.1 | | | 532 | | | | |
| Episerver, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 17 | | | 173 | | | — | | | 214 | | | | |
| Kentik Technologies, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 83 | | | 475 | | | 0.1 | | | 475 | | | | |
| PCS Intermediate II Holdings, LLC | LLC interest | | N/A | | | N/A | | N/A | | 13 | | | 126 | | | — | | | 160 | | | | |
| Red Dawn SEI Buyer, Inc. | LP interest | | N/A | | | N/A | | N/A | | 219 | | | 219 | | | — | | | 349 | | | | |
| Saturn Borrower Inc. | LP units | | N/A | | | N/A | | N/A | | 139 | | | 139 | | | — | | | 104 | | | | |
| | | | | | | | | | | | 2,464 | | | 0.6 | | | 4,959 | | | | |
| Leisure Products | | | | | | | | | | | | | | | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 15 | | | 24 | | | — | | | 21 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 10 | | | 16 | | | — | | | 14 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 9 | | | 13 | | | — | | | 12 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 8 | | | 12 | | | — | | | 10 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | 3 | | | 5 | | | — | | | 4 | | | | |
| WBZ Investment LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | | | 70 | | | — | | | 61 | | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | | |
| Amalthea Parent, Inc.(7)(10) | LP interest | | N/A | | | N/A | | N/A | | 199 | | | 200 | | | — | | | 358 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | |
| Net Health Acquisition Corp. | LP interest | | N/A | | | N/A | | N/A | | 1 | | | 133 | | | — | | | 190 | | | | |
| Nexus Brands Group, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 49 | | | — | | | 170 | | | | |
| | | | | | | | | | | | | 182 | | | — | | | 360 | | | | |
| Real Estate Management & Development | | | | | | | | | | | | | | | | | | |
| Property Brands, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 11 | | | 60 | | | — | | | 53 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Road & Rail | | | | | | | | | | | | | | | | | | |
| Internet Truckstop Group LLC | LP interest | | N/A | | | N/A | | N/A | | 146 | | | 146 | | | — | | | 164 | | | | |
| | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
67
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Software | | | | | | | | | | | | | | | | | | |
| Aras Corporation | Preferred stock | | N/A | | | N/A | | N/A | | — | | | $ | 396 | | | 0.1 | | % | $ | 428 | | | | |
| Aras Corporation | LP interest | | N/A | | | N/A | | N/A | | 121 | | | 121 | | | — | | | 132 | | | | |
| Astute Holdings, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 83 | | | — | | | 151 | | | | |
| Auvik Networks Inc.(7)(10) | Preferred stock | | N/A | | | N/A | | N/A | | 11 | | | 111 | | | — | | | 111 | | | | |
| Calabrio, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 306 | | | 0.1 | | | 306 | | | | |
| Calabrio, Inc. | LP interest | | N/A | | | N/A | | N/A | | 38 | | | — | | | — | | | — | | | | |
| Cloudbees, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 15 | | | 93 | | | — | | | 137 | | | | |
| Cloudbees, Inc. | Warrant | | N/A | | | N/A | | N/A | | 27 | | | 40 | | | — | | | 186 | | | | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 72 | | | 87 | | | — | | | 106 | | | | |
| Digital Guardian, Inc. | Warrant | | N/A | | | N/A | | N/A | | 25 | | | 43 | | | — | | | 52 | | | | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 15 | | | 27 | | | — | | | 32 | | | | |
| Digital Guardian, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 14 | | | 25 | | | — | | | 29 | | | | |
| Digital Guardian, Inc. | Warrant | | N/A | | | N/A | | N/A | | 25 | | | 4 | | | — | | | — | | | | |
| Diligent Corporation | Preferred stock | | N/A | | | N/A | | N/A | | 7 | | | 6,499 | | | 0.9 | | | 7,046 | | | | |
| FirstUp, Inc | Common Stock | | N/A | | | N/A | | N/A | | 84 | | | 205 | | | — | | | 205 | | | | |
| GS Acquisitionco, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 9 | | | 9,247 | | | 1.2 | | | 9,451 | | | | |
| GS Acquisitionco, Inc. | LP interest | | N/A | | | N/A | | N/A | | — | | | 26 | | | — | | | 212 | | | | |
| MetricStream, Inc. | Warrant | | N/A | | | N/A | | N/A | | 44 | | | 67 | | | — | | | 51 | | | | |
| mParticle, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 65 | | | 426 | | | 0.1 | | | 426 | | | | |
| mParticle, Inc. | Warrant | | N/A | | | N/A | | N/A | | 28 | | | 6 | | | — | | | 154 | | | | |
| Namely, Inc. | Warrant | | N/A | | | N/A | | N/A | | 24 | | | 163 | | | — | | | 167 | | | | |
| Namely, Inc. | Warrant | | N/A | | | N/A | | N/A | | 8 | | | 14 | | | — | | | 10 | | | | |
| Onapsis, Inc., Virtual Forge GMBH and Onapsis GMBH | Warrant | | N/A | | | N/A | | N/A | | 2 | | | 6 | | | — | | | 14 | | | | |
| Personify, Inc. | LP interest | | N/A | | | N/A | | N/A | | 163 | | | 171 | | | 0.1 | | | 287 | | | | |
| Pyramid Healthcare Acquisition Corp. | Common Stock | | N/A | | | N/A | | N/A | | 73 | | | 73 | | | — | | | 86 | | | | |
| RegEd Aquireco, LLC | LP interest | | N/A | | | N/A | | N/A | | — | | | 73 | | | — | | | 37 | | | | |
| RegEd Aquireco, LLC | LP interest | | N/A | | | N/A | | N/A | | 1 | | | — | | | — | | | — | | | | |
| SnapLogic, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 66 | | | 164 | | | — | | | 375 | | | | |
| SnapLogic, Inc. | Warrant | | N/A | | | N/A | | N/A | | 25 | | | 18 | | | — | | | 98 | | | | |
| Spartan Buyer Acquisition Co. | Common Stock | | N/A | | | N/A | | N/A | | — | | | 252 | | | — | | | 289 | | | | |
| Telesoft Holdings LLC | LP interest | | N/A | | | N/A | | N/A | | 131 | | | 131 | | | — | | | 125 | | | | |
| | | | | | | | | | | | | 18,877 | | | 2.5 | | | 20,703 | | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | |
| 2nd Ave. LLC | LP interest | | N/A | | | N/A | | N/A | | 157 | | | 157 | | | — | | | 387 | | | | |
| Imperial Optical Midco Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 110 | | | — | | | 130 | | | | |
| Imperial Optical Midco Inc. | Preferred stock | | N/A | | | N/A | | N/A | | — | | | 42 | | | — | | | 48 | | | | |
| Jet Equipment & Tools Ltd.(7)(8)(10) | LLC interest | | N/A | | | N/A | | N/A | | — | | | 173 | | | 0.1 | | | 665 | | | | |
| PPV Intermediate Holdings II, LLC | LLC interest | | N/A | | | N/A | | N/A | | 113 | | | 113 | | | 0.1 | | | 259 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC interest | | N/A | | | N/A | | N/A | | 1 | | | 130 | | | — | | | 270 | | | | |
| Sola Franchise, LLC and Sola Salon Studios, LLC | LLC interest | | N/A | | | N/A | | N/A | | — | | | 26 | | | — | | | 58 | | | | |
| | | | | | | | | | | | | 751 | | | 0.2 | | | 1,817 | | | | |
See Notes to Consolidated Financial Statements.
68
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Textiles, Apparel and Luxury Goods | | | | | | | | | | | | | | | | | | |
| MakerSights, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 16 | | | $ | 85 | | | — | | % | $ | 90 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total equity investments | | | | $ | 30,107 | | | 4.8 | | % | $ | 39,732 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total investments | | $ | 1,408,751 | | | $ | 1,421,537 | | | 176.6 | | % | $ | 1,438,643 | | | | |
| | | | | | | | | | | | | | |
| Money market funds (included in cash and cash equivalents and restricted cash and cash equivalents) | | | |
| BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718) | | 0.00% (17) | | | | | | $ | 11,829 | | | 1.5 | | % | $ | 11,829 | | | | |
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio (CUSIP 61747C707) | | 0.03%(17) | | | | | | 5,464 | | | 0.7 | | | 5,464 | | | | |
| Total money market funds | | $ | 17,293 | | | 2.2 | | % | $ | 17,293 | | | | |
| | | | | | | | | | | | | | |
| Total investments and money market funds | | | | | | | | $ | 1,438,830 | | | 178.8 | | % | $ | 1,455,936 | | | | |
See Notes to Consolidated Financial Statements.
69
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(In thousands)
| | | | | | | | |
# | | Denotes that all or a portion of the loan collateralizes the DB Credit Facility (as defined in Note 8). |
~ | | Denotes that all or a portion of the loan secures the notes offered in the 2021 Debt Securitization (as defined in Note 8). |
(1) The majority of the investments bear interest at a rate that is permitted to be determined by reference to the LIBOR denominated in U.S. dollars or GBP, EURIBOR, Prime, SONIA, AUD, CDOR, or SOFR which reset daily, monthly, quarterly, semiannually or annually. For each, the Company has provided the spread over the applicable index and the weighted average current interest rate in effect as of September 30, 2021. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. For positions with multiple outstanding contracts, the spread for the largest outstanding contract is shown. Listed below are the index rates as of September 30, 2021, which was the last business day of the period on which the applicable index was determined. The actual index rate for each loan listed may not be the applicable index rate outstanding as of September 30, 2021, as the loan may have priced or repriced based on an index rate prior to September 30, 2021.
(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 0.08% as of September 30, 2021.
(b) Denotes that all or a portion of the loan was indexed to the 60-day LIBOR, which was 0.11% as of September 30, 2021.
(c) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 0.13% as of September 30, 2021.
(d) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 0.16% as of September 30, 2021.
(e) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.25% as of September 30, 2021.
(f) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was -0.56% as of September 30, 2021.
(g) Denotes that all or a portion of the loan was indexed to the 90-day GBP LIBOR, which was 0.08% as of September 30, 2021.
(h) Denotes that all or a portion of the loan was indexed to the 180-day GBP LIBOR, which was 0.17% as of September 30, 2021.
(i) Denotes that all or a portion of the loan was indexed to the Australia Three Month Interbank Rate, which was 0.07% as of September 30, 2021.
(j) Denotes that all or a portion of the loan was indexed to the 30-day Canadian Bankers Acceptances Rate, which was 0.43% as of September 30, 2021.
(k) Denotes that all or a portion of the loan was indexed to the 90-day Canadian Bankers Acceptances Rate, which was 0.45% as of September 30, 2021.
(l) Denotes that all or a portion of the loan was indexed to SONIA, which was 0.05% as of September 30, 2021.
(m) Denotes that all or a portion of the loan was indexed to SOFR, which was 0.05% as of September 30, 2021.
(2)For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2021.
(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)The fair value of the investment was valued using significant unobservable inputs. See Note 7. Fair Value Measurements.
(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)The entire commitment was unfunded as of September 30, 2021. As such, no interest is being earned on this investment. The investment may be subject to an unused facility fee.
(7)The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. As of September 30, 2021, total non-qualifying assets at fair value represented 11.9% of the Company’s total assets calculated in accordance with the 1940 Act.
(8)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2. Significant Accounting Policies and Recent Accounting Updates - Foreign Currency Translation.
(9)The headquarters of this portfolio company is located in the United Kingdom.
(10)The headquarters of this portfolio company is located in Canada.
(11)The headquarters of this portfolio company is located in Australia.
(12)The headquarters of this portfolio company is located in Luxembourg.
(13)The headquarters of this portfolio company is located in Netherlands.
(14)Equity investments are non-income producing securities unless otherwise noted.
(15)Ownership of certain equity investments occurs through a holding company or partnership.
(16)The Company holds an equity investment that entitles it to receive preferential dividends.
(17)The rate shown is the annualized seven-day yield as of September 30, 2021.
See Notes to Consolidated Financial Statements.
70
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 1. Organization
Golub Capital BDC 3, Inc. (“GBDC 3” and, collectively with its subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company that was formed on August 1, 2017 and elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act���), on September 29, 2017. On October 2, 2017, the date of the commencement of operations, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) to sell shares of GBDC 3's common stock in private placements. In addition, for U.S. federal income tax purposes, GBDC 3 has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment strategy is to invest primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies that are, in most cases, sponsored by private equity firms. The Company also selectively invests in second lien and subordinated (a loan that ranks senior only to a borrower’s equity securities and ranks junior to all of such borrower’s other indebtedness in priority of payment) loans of, and warrants and minority equity securities in, primarily U.S. middle-market companies. The Company has entered into an investment advisory agreement (the “Investment Advisory Agreement”) with GC Advisors LLC (the “Investment Adviser”), under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator (the “Administrator”), which is currently Golub Capital LLC.
Note 2. Significant Accounting Policies and Recent Accounting Updates
Basis of presentation: The Company is an investment company as defined in the accounting and reporting guidance under Accounting Standards Codification (“ASC”) Topic 946 - Financial Services - Investment Companies (“ASC Topic 946”).
The accompanying unaudited interim consolidated financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements.
In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. All intercompany balances and transactions have been eliminated. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Company’s Form 10-K for the year ended September 30, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”).
Fair value of financial instruments: The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820 - Fair Value Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. In accordance with ASC Topic 820, the Company has categorized its financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.
Any changes to the valuation methodology are reviewed by management and the Company’s board of directors (the “Board”) to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, the Company will continue to refine its valuation methodologies. See further description of fair value methodology in Note 7. Fair Value Measurements.
Use of estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Consolidation: As provided under ASC Topic 946 and Regulation S-X, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries, Golub Capital 3 Holdings LLC (“GBDC 3 Holdings”), GBDC 3 Funding LLC (“GBDC 3 Funding”), GBDC 3 Funding II LLC (“GBDC 3 Funding II”), Golub Capital BDC 3 CLO 1 Depositor LLC (“2021 CLO Depositor”) and Golub Capital BDC 3 CLO 1 LLC (“2021 Issuer”), in its consolidated financial statements.
Assets related to transactions that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Financial Condition as investments. Those assets are owned by special purpose entities, including GBDC 3 Holdings, GBDC 3 Funding and the 2021 Issuer, that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of GBDC 3 (or any affiliate of GBDC 3).
Cash and cash equivalents and foreign currencies: Cash, cash equivalents and foreign currencies are highly liquid investments with an original maturity of three months or less at the date of acquisition. The Company deposits its cash in financial institutions and, at times, such balances exceed the Federal Deposit Insurance Corporation insurance limits.
Restricted cash and cash equivalents and restricted foreign currencies: Restricted cash and cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash and cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets.
Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1)cash and cash equivalents, restricted cash and cash equivalents, fair value of investments, interest receivable, and other assets and liabilities—at the spot exchange rate on the last business day of the period; and
(2)purchases and sales of investments, income and expenses—at the exchange rates prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Fluctuations arising from the translation of assets other than investments and liabilities are included with the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Foreign security and currency transactions involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Forward currency contracts: A forward currency contract is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilized forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying securities the Company owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized gains (losses) and unrealized appreciation (depreciation) on the contracts are included in the Consolidated Statements of Operations. Unrealized appreciation (depreciation) on forward currency contracts is recorded on the Consolidated Statements of Financial Condition by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable.
The primary risks associated with forward currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks can exceed the amounts reflected in the Consolidated Statements of Financial Condition.
Refer to Note 6. Forward Currency Contracts for more information regarding the forward currency contracts.
Revenue recognition:
Investments and related investment income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments.
Loan origination fees, original issue discount and market discount or premium are capitalized, and the Company accretes or amortizes such amounts over the life of the loan as interest income. For the three months ended December 31, 2021 and 2020, interest income included $2,160 and $1,256, respectively, of accretion of discounts. For the three months ended December 31, 2021 and 2020, the Company received loan origination fees of $8,380 and $2,235, respectively.
For investments with contractual payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, the Company will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. For the three months ended December 31, 2021 and 2020, the Company capitalized PIK interest of $699 and $572, respectively, into the principal balance of certain debt investments.
In addition, the Company generates revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans. The Company records these fees as fee income when earned. All other income is recorded into income when earned. For the three months ended December 31, 2021 and 2020, fee income included $489 and $303, respectively, of prepayment premiums, which fees are non-recurring.
For the three months ended December 31, 2021 and 2020, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $24,671 and $16,579, respectively.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the amortized cost basis of the investment. For the three months ended December 31, 2021 and 2020, the Company recorded dividend income of $53 and $39, respectively, and return of capital distributions of $213 and $0, respectively.
Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments and foreign currency translation in the Consolidated Statements of Operations.
Non-accrual loans: A loan can be left on accrual status during the period the Company is pursuing repayment of the loan. Management reviews all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans are recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid, and, in management’s judgment, payments are likely to remain current. As of December 31, 2021 and September 30, 2021, the Company had no portfolio company investments on non-accrual status.
Income taxes: The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify and be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax purposes to its stockholders of an amount generally at least equal to 90% of its investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes with respect to all income distributed to its stockholders.
Depending on the level of taxable income earned in a tax year, the Company can determine to retain taxable income in excess of current year dividend distributions and distribute such taxable income in the next tax year. The Company may then be required to incur a 4% excise tax on such income. To the extent that the Company determines that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the three months ended December 31, 2021 and 2020, the Company did not incur U.S. federal excise tax.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income
taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated
Statements of Operations.
The Company accounts for income taxes in conformity with ASC Topic 740 - Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through December 31, 2021. The Company’s tax returns for the 2018 through 2020 tax years remain subject to examination by U.S. federal and most state tax authorities.
Distributions: Distributions to common stockholders are recorded on the record date. Subject to the discretion of and as determined by the Board, the Company intends to authorize and declare ordinary cash distributions based on a formula approved by the Board on a quarterly basis. The amount to be paid out as a dividend or distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company can retain such capital gains for investment in its discretion.
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who have not “opted out” of the DRIP will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. Shares issued under the DRIP will be issued at a price per share equal to the most recent net asset value (“NAV”) per share as determined by the Board (subject to adjustment to the extent required by Section 23 of the 1940 Act).
Deferred debt issuance costs: Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of December 31, 2021 and September 30, 2021, the Company had deferred debt issuance costs of $3,199 and $2,699, respectively. These amounts are amortized and included in interest expense in the Consolidated Statements of Operations over the estimated average life of the borrowings. Amortization expense for the three months ended December 31, 2021 and 2020 was $687 and $455, respectively.
Note 3. Stockholders’ Equity
GBDC 3 is authorized to issue 1,000,000 shares of preferred stock at a par value of $0.001 per share and 100,000,000 shares of common stock at a par value of $0.001 per share. Since the commencement of operations on October 2, 2017, GBDC 3 has entered into Subscription Agreements with several investors, including with affiliates of the Investment Adviser, providing for the private placement of GBDC 3’s common stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase GBDC 3’s common stock at a price per share equal to the most recent NAV per share as determined by the Board (subject to adjustment to the extent required by Section 23 of the 1940 Act) up to the amount of their respective capital subscriptions on an as-needed basis as determined by GBDC 3 with a minimum of 10 calendar days prior notice.
As of December 31, 2021 and September 30, 2021, the Company had the following subscriptions, pursuant to the Subscription Agreements, and contributions from its stockholders: | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | As of September 30, 2021 |
| Subscriptions | | Contributions | | Subscriptions | | Contributions |
GBDC 3 Stockholders | $ | 1,177,093 | | | $ | 968,768 | | | $ | 1,096,503 | | | $ | 767,878 | |
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As of December 31, 2021 and September 30, 2021, the ratio of total contributed capital to total capital subscriptions was 82.3% and 70.0%, respectively, and the Company had uncalled capital commitments of $208,325 and $328,625, respectively. Effective November 22, 2021, the Company entered into an agreement to cancel subscriptions totaling $151.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following table summarizes the shares of GBDC 3 common stock issued for the three months ended December 31, 2021 and 2020.
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Shares issued for the three months ended December 31, 2020 | | | | | | | |
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Issuance of shares(1) | 12/18/20 | | | 431,254.910 | | 14.97 | | | 6,455 | | (2) |
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Shares issued through DRIP | | | | 431,254.910 | | | | | 6,455 | | |
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Shares issued for the three months ended December 31, 2021 | | | | | | | |
Issuance of shares | 10/15/21 | | | 2,133,529.599 | | 15.00 | | | 32,003 | | |
Issuance of shares | 10/28/21 | | | 9,104,398.823 | | 15.00 | | | 136,566 | | |
Issuance of shares | 12/20/21 | | | 2,154,764.294 | | 15.00 | | | 32,321 | | |
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Shares issued for capital drawdowns | | | | 13,392,692.716 | | | | | 200,890 | | |
Issuance of shares(1) | 11/22/21 | | | 316,630.174 | | 15.00 | | | 4,749 | | |
Issuance of shares(1) | 12/27/21 | | | 407,110.101 | | 15.00 | | | 6,107 | | |
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Shares issued through DRIP | | | | 723,740.275 | | | | | 10,856 | | |
(1)Shares issued through the DRIP.
(2)Proceeds reflect unrounded NAV per share multiplied by number of shares issued.
Note 4. Related Party Transactions
Investment Advisory Agreement: Under the Investment Advisory Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. The Board most recently reapproved the Investment Advisory Agreement in May 2021. The Investment Adviser is a registered investment adviser with the SEC. The Investment Adviser receives fees for providing services, consisting of two components, a base management fee and an Incentive Fee (as defined below).
The base management fee is calculated at an annual rate equal to 1.375% of the fair value of the average adjusted gross assets of the Company at the end of the two most recently completed calendar quarters (including assets purchased with borrowed funds, securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian, but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee for such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser voluntarily excludes any assets funded with secured borrowing proceeds from the base management fee calculation. The base management fee is adjusted, based on the actual number of days elapsed relative to the total number of days in such calendar quarter, for any share issuances or repurchases during such calendar quarter. For purposes of the Investment Advisory Agreement, cash equivalents mean U.S. government securities and commercial paper instruments maturing within 270 days of purchase (which is different than the GAAP definition, which defines cash equivalents as U.S. government securities and commercial paper instruments maturing within 90 days of purchase). To the extent that the Investment Adviser or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of GBDC 3, the base management fee will be reduced by an amount equal to the product of (1) the total fees paid to the Investment Adviser by such subsidiary for such services and (2) the percentage of such subsidiary’s total equity, including membership interests and any class of notes not exclusively held by one or more third parties, that is owned, directly or indirectly, by the Company. For periods ending on or prior to the earlier of (1) the date of pricing of an initial public offering or listing on a national securities exchange of the shares of common stock of GBDC 3 or (2) a sale of all or substantially all of the Company’s assets to, or other liquidity event with, an entity for consideration of publicly listed securities of the acquirer (each, a “Liquidity Event”), the Investment Adviser has irrevocably agreed
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
to waive any base management fee in excess of 1.00% of the fair value of the Company’s average adjusted gross assets as calculated in accordance with the Investment Advisory Agreement as described above.
For the three months ended December 31, 2021 and 2020, the base management fees incurred by the Company were $5,823 and $3,330, respectively, and the base management fees irrevocably waived by the Investment Adviser were $1,588 and $908, respectively.
The Incentive Fee consists of three parts: the income component (the “Income Incentive Fee”), the capital gains component (the “Capital Gain Incentive Fee”) and the subordinated liquidation incentive component (the “Subordinated Liquidation Incentive Fee” and, together with the Income Incentive Fee and the Capital Gain Incentive Fee, the “Incentive Fee”).
The Income Incentive Fee is calculated quarterly in arrears based on Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement, any expenses of securitizations and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash.
Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the Income Incentive Fee, it is possible that an Incentive Fee is calculated under this formula with respect to a period in which the Company has incurred a loss. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the hurdle rate (as defined below) for a calendar quarter, the Income Incentive Fee will result in a positive value, and an Income Incentive Fee will be paid even if the Company has incurred a loss in such period due to realized and/or unrealized capital losses unless the payment of such Income Incentive Fee would cause the Company to pay Income Incentive Fees and Capital Gain Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap described below.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed ‘‘hurdle rate’’ of 1.5% quarterly. If market interest rates rise, it is possible that the Company will be able to invest funds in debt instruments that provide for a higher return, which would increase the Company’s Pre-Incentive Fee Net Investment Income and make it easier for the Investment Adviser to surpass the fixed hurdle rate and receive an Income Incentive Fee. Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of the Company’s total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds, securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the base management fee.
The Company calculates the Income Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income quarterly, in arrears, as follows:
•zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;
•50.0% of Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than the percentage at which amounts payable to the Investment Adviser pursuant to the Income Incentive Fee equal 20.0% of the Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate as if a hurdle rate did not apply. This portion of
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate is referred to as the ‘‘catch-up’’ provision; and
•20.0% of the amount of Pre-Incentive Fee Net Investment Income, if any, that exceeds the catch-up provision in any calendar quarter.
The sum of these calculations yields the Income Incentive Fee. This amount is appropriately adjusted for any share issuances or repurchases during the quarter.
For the three months ended December 31, 2021 and 2020, the Income Incentive Fee incurred was $3,214 and $1,936, respectively.
For periods ending on or prior to the date of the closing of a Liquidity Event, the Investment Adviser has agreed to irrevocably waive that portion of the Income Incentive fee calculated under the Investment Advisory Agreement in amounts in excess of the following amounts (computed on a quarterly basis, in arrears):
•zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;
•50.0% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than the percentage at which the amount payable to the Investment Adviser equals to 15.0% of the Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply. This portion of the Company’s Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate is referred to as the “catch-up” provision; and
•15.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the catch-up provision in any calendar quarter.
For the three months ended December 31, 2021 and 2020, the Income Incentive Fee irrevocably waived by the Investment Adviser was $126 and $142, respectively.
The second part of the Incentive Fee, the Capital Gain Incentive Fee, equals (a) 20.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year (or, upon termination of the Investment Advisory Agreement, as of the termination date), commencing with the calendar year ended December 31, 2017, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. The Company’s ‘‘Capital Gain Incentive Fee Base’’ equals (1) the sum of (A) realized capital gains, if any, on a cumulative positive basis from September 29, 2017, the date the Company elected to be a BDC, through the end of each calendar year, (B) all realized capital losses on a cumulative basis and (C) all unrealized capital depreciation on a cumulative basis, less (2) unamortized deferred debt issuance costs as of the date of calculation, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis.
•The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
•The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
•The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.
The Capital Gain Incentive Fee is calculated on a cumulative basis from September 29, 2017 through the end of each calendar year or termination of the Investment Advisory Agreement. For periods ending on or prior to the date of the closing of a Liquidity Event, the Investment Adviser has agreed to irrevocably waive that portion of the Capital Gain Incentive Fee, calculated as described above, in excess of 15.0% of the Capital Gain Incentive Fee Base, provided that any amounts so waived shall be deemed paid to the Investment Adviser for purposes of determining the Capital Gain Incentive Fee payable after the closing of a public offering or listing.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
In accordance with GAAP, the Company is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis, as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 15.0% prior to a Liquidity Event (20.0% following a Liquidity Event) of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period results in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future.
For the three months ended December 31, 2021 and 2020, the accrual for the capital gain incentive fee under GAAP was $1,522 and $0, respectively. For the three months ended December 31, 2021 and 2020, the accrual for the capital gain incentive fee waiver under GAAP was $381 and $0, respectively.
There was no Capital Gain Incentive Fee as calculated under the Investment Advisory Agreement (as described above) payable as of December 31, 2021 and September 30, 2021. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year. The Company has not paid any Capital Gain Incentive Fees calculated in accordance with the Investment Advisory Agreement on or prior to December 31, 2021.
As of December 31, 2021 and September 30, 2021, there was $3,282 and $2,141, respectively, accrued for the capital gain incentive fee (net of waiver) under GAAP included in management and incentive fees payable on the Consolidated Statements of Financial Condition.
The third part of the Incentive Fee, the Subordinated Liquidation Incentive Fee, equals 15.0% of the net proceeds from a liquidation of the Company in excess of adjusted capital, as calculated immediately prior to liquidation. For purposes of this calculation, (a) ‘‘liquidation’’ includes any merger of the Company with another entity or the acquisition of all or substantially all of the shares of the Company’s common stock in a single or series of related transactions and (b) ‘‘adjusted capital’’ means the net asset value of the Company calculated immediately prior to liquidation in accordance with GAAP less unrealized capital appreciation that would have been subject to the Capital Gain Incentive Fee had capital gain been recognized on the transfer of such assets in the liquidation. The Investment Advisory Agreement provides that no Subordinated Liquidation Incentive Fee shall be payable for any liquidation that occurs more than six months after the date of an initial public offering of the Company’s common stock or a listing of the Company’s common stock on a national securities exchange. For periods prior to the date of the closing of a Liquidity Event, the Investment Adviser has agreed to waive the Subordinated Liquidation Incentive Fee.
The Company has structured the calculation of the Incentive Fee to include a fee limitation such that the Income Incentive Fee and the Capital Gain Incentive Fee will not be paid at any time if, after such payment, the cumulative Income Incentive Fees and Capital Gain Incentive Fees paid to date would exceed an incentive fee cap (the ‘‘Incentive Fee Cap’’). For periods ending on or prior to the date of the closing of a Liquidity Event, the Incentive Fee Cap in any quarter is equal to the difference between (a) 15.0% of Cumulative Pre-Incentive Fee Net Income and (b) cumulative incentive fees of any kind paid to the Investment Adviser by the Company since September 29, 2017. For periods beginning after the date of the closing of a Liquidity Event, the Incentive Fee Cap in any quarter will be equal to the difference, if positive, between (a) the sum of (i) 20.0% of Cumulative Pre-Incentive Fee Net Income for the period beginning on the date immediately following the closing of a Liquidity Event and (ii) 15.0% of Cumulative Pre-Incentive Fee Net Income for the period from September 29, 2017 and ending on the date of the closing of a Liquidity Event and (b) cumulative Income Incentive Fees and Capital Gain Incentive Fees paid to the Investment Adviser by the Company from September 29, 2017.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
To the extent the Incentive Fee Cap is zero or a negative value in any quarter, no incentive fee would be payable in that quarter. ‘‘Cumulative Pre-Incentive Fee Net Income’’ is equal to the sum of (a) Pre-Incentive Fee Net Investment Income for each period since September 29, 2017 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since September 29, 2017.
The sum of the Income Incentive Fee, the Capital Gain Incentive Fee and the Subordinated Liquidation Incentive Fee is the Incentive Fee. Prior to the closing of a Liquidity Event, the Company will deposit one-third of each Income Incentive Fee and Capital Gain Incentive Fee payment into an escrow account (the “Escrow Account”) to be administered by U.S. Bank National Association (the “Escrow Agent”). Assets in the Escrow Account will be held by the Escrow Agent until the closing of a Liquidity Event at which time the Escrow Agent will release the assets to the Investment Adviser. If no Liquidity Event occurs prior to October 2, 2023, the Escrow Agent will return all assets in the Escrow Account to the Company for the benefit of the stockholders. For the three months ended December 31, 2021 and 2020, the Company deposited $785 and $557, respectively, into the Escrow Account. As of December 31, 2021, the Company has made deposits totaling $5,224 into the Escrow Account.
Administration Agreement: Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment and provides clerical, bookkeeping, and record-keeping services at such facilities and provides the Company with other administrative services as the Administrator, subject to review by the Board, determines necessary to conduct the Company's day-to-day operations. The Company reimburses the Administrator for the allocable portion (subject to the review and approval of the Board) of the Administrator’s overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. The Board reviews such expenses to determine that these expenses, including any allocation of expenses among the Company and other entities for which the Administrator provides similar services, are reasonable and comparable to administrative services charged by unaffiliated third-party asset managers. In addition, under the Administration Agreement, the Administrator also provides, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance and will be paid an additional amount based on the cost of the services provided, which amount shall not exceed the amount the Company receives from such portfolio companies.
As of December 31, 2021 and September 30, 2021, included in accounts payable and accrued expenses is $486 and $544, respectively, for accrued allocated shared services under the Administration Agreement.
Other related party transactions: The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash. Total expenses reimbursed to the Administrator during the three months ended December 31, 2021 and 2020 were $325 and $233, respectively. As of December 31, 2021 and September 30, 2021, included in accounts payable and accrued expenses were $623 and $332, respectively, for reimbursable expenses that were paid by the Administrator on behalf of the Company.
On August 1, 2017, GCOP LLC, an affiliate of the Investment Adviser, purchased 700.000 shares of common stock of the Company for an aggregate purchase price of $11. On October 1, 2018, GCOP LLC, entered into an additional Subscription Agreement for $10,000. On January 1, 2020, GCOP LLC, entered into an additional Subscription Agreement for $13,000. As of December 31, 2021, GCOP LLC has an aggregate commitment of $23,011. As of December 31, 2021, the Company has issued 1,535,029.020 shares of its common stock to GCOP LLC in exchange for aggregate capital contributions totaling $23,011 and has also issued 161,263.383 shares to GCOP LLC through the DRIP.
On October 2, 2017, GEMS Fund 4, L.P., a Delaware limited partnership whose general partner is controlled by the Investment Adviser, entered into a Subscription Agreement for an aggregate commitment of $27,500. As of
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
December 31, 2021, the Company has issued 1,834,523.315 shares of its common stock to GEMS Fund 4, L.P. in exchange for aggregate capital contributions totaling $27,500.
The Company is party to an unsecured revolving credit facility with the Investment Adviser (as amended, the “Adviser Revolver”) which, as of December 31, 2021, permits the Company to borrow a maximum of $40,000 and expires on September 29, 2023. Refer to Note 8. Borrowings for discussion of the Adviser Revolver.
On May 24, 2021, the Company and the Investment Adviser entered into a placement agent agreement with an unaffiliated third party for the placement of shares of the Company’s common stock. The Company is not responsible for any fees associated with the transaction, as the Investment Adviser is covering all fees payable under the agreement.
Note 5. Investments
Investments as of December 31, 2021 and September 30, 2021 consisted of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | As of September 30, 2021 |
| Principal | | Amortized Cost | | Fair Value | | Principal | | Amortized Cost | | Fair Value |
Senior secured | $ | 251,915 | | | $ | 249,047 | | | $ | 249,955 | | | $ | 260,043 | | | $ | 257,252 | | | $ | 257,585 | |
One stop | 1,573,199 | | | 1,552,528 | | | 1,561,901 | | | 1,137,277 | | | 1,122,954 | | | 1,130,203 | |
Second lien | 11,768 | | | 11,570 | | | 11,683 | | | 11,429 | | | 11,223 | | | 11,121 | |
Subordinated debt | 996 | | | 976 | | | 981 | | | 2 | | | 1 | | | 2 | |
| | | | | | | | | | | |
Equity | N/A | | 82,654 | | | 95,435 | | | N/A | | 30,107 | | | 39,732 | |
Total | $ | 1,837,878 | | | $ | 1,896,775 | | | $ | 1,919,955 | | | $ | 1,408,751 | | | $ | 1,421,537 | | | $ | 1,438,643 | |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables show the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which is not always indicative of the primary source of the portfolio company’s business. | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | As of September 30, 2021 |
Amortized Cost: | | | | | | | |
United States | | | | | | | |
Mid-Atlantic | $ | 362,158 | | | 19.1 | % | | $ | 292,620 | | | 20.6 | % |
Midwest | 306,081 | | | 16.1 | | | 226,505 | | | 16.0 | |
Northeast | 115,733 | | | 6.1 | | | 106,145 | | | 7.5 | |
Southeast | 403,681 | | | 21.3 | | | 262,162 | | | 18.4 | |
Southwest | 137,355 | | | 7.2 | | | 109,469 | | | 7.7 | |
West | 356,147 | | | 18.8 | | | 261,940 | | | 18.4 | |
Canada | 69,843 | | | 3.7 | | | 57,907 | | | 4.1 | |
United Kingdom | 108,214 | | | 5.7 | | | 72,299 | | | 5.1 | |
Australia | 674 | | | 0.0 | * | | 690 | | | 0.0 | * |
Luxembourg | 10,539 | | | 0.6 | | | 10,550 | | | 0.7 | |
Netherlands | 26,350 | | | 1.4 | | | 21,250 | | | 1.5 | |
| | | | | | | |
Total | $ | 1,896,775 | | | 100.0 | % | | $ | 1,421,537 | | | 100.0 | % |
| | | | | | | |
Fair Value: | | | | | | | |
United States | | | | | | | |
Mid-Atlantic | $ | 366,813 | | | 19.1 | % | | $ | 295,867 | | | 20.6 | % |
Midwest | 308,447 | | | 16.1 | | | 228,579 | | | 15.9 | |
Northeast | 117,244 | | | 6.1 | | | 107,755 | | | 7.5 | |
Southeast | 407,399 | | | 21.2 | | | 264,651 | | | 18.4 | |
Southwest | 139,829 | | | 7.3 | | | 110,617 | | | 7.7 | |
West | 363,439 | | | 19.0 | | | 268,308 | | | 18.7 | |
Canada | 70,954 | | | 3.7 | | | 59,331 | | | 4.1 | |
United Kingdom | 108,358 | | | 5.6 | | | 71,205 | | | 4.9 | |
Australia | 695 | | | 0.0 | * | | 708 | | | 0.0 | * |
Luxembourg | 10,219 | | | 0.5 | | | 10,290 | | | 0.7 | |
Netherlands | 26,558 | | | 1.4 | | | 21,332 | | | 1.5 | |
| | | | | | | |
Total | $ | 1,919,955 | | | 100.0 | % | | $ | 1,438,643 | | | 100.0 | % |
| | | | | |
* | Represents an amount less than 0.1% |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The industry compositions of the portfolio at amortized cost and fair value as of December 31, 2021 and September 30, 2021 were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | As of September 30, 2021 |
Amortized Cost: | | | | | | | |
Airlines | $ | 7,565 | | | 0.4 | % | | $ | 7,577 | | | 0.5 | % |
Auto Components | 5,542 | | | 0.3 | | | 5,082 | | | 0.4 | |
Automobiles | 89,096 | | | 4.7 | | | 53,686 | | | 3.8 | |
Beverages | 12,342 | | | 0.7 | | | 12,365 | | | 0.9 | |
Biotechnology | 422 | | | 0.0 | * | | 5,380 | | | 0.4 | |
Building Products | 45,166 | | | 2.4 | | | — | | | — | |
Chemicals | 42,852 | | | 2.3 | | | 24,517 | | | 1.7 | |
Commercial Services and Supplies | 93,673 | | | 5.0 | | | 30,262 | | | 2.1 | |
Communications Equipment | 4,900 | | | 0.3 | | | 4,897 | | | 0.3 | |
Containers and Packaging | 26,469 | | | 1.4 | | | 7,565 | | | 0.5 | |
Distributors | 1,264 | | | 0.1 | | | 1,265 | | | 0.1 | |
Diversified Consumer Services | 66,033 | | | 3.5 | | | 46,301 | | | 3.3 | |
Diversified Financial Services | 14,208 | | | 0.7 | | | 6,421 | | | 0.5 | |
Diversified Telecommunication Services | 632 | | | 0.0 | * | | 633 | | | 0.0 | * |
Electronic Equipment, Instruments and Components | 42,828 | | | 2.3 | | | 37,768 | | | 2.6 | |
Food and Staples Retailing | 10,551 | | | 0.6 | | | 7,983 | | | 0.6 | |
Food Products | 44,390 | | | 2.3 | | | 43,855 | | | 3.1 | |
Healthcare Equipment and Supplies | 50,248 | | | 2.6 | | | 41,546 | | | 2.9 | |
Healthcare Providers and Services | 139,948 | | | 7.4 | | | 135,670 | | | 9.5 | |
Healthcare Technology | 55,201 | | | 2.9 | | | 58,107 | | | 4.1 | |
Hotels, Restaurants and Leisure | 49,225 | | | 2.6 | | | 50,830 | | | 3.6 | |
Household Durables | 3,023 | | | 0.2 | | | 1,819 | | | 0.1 | |
Household Products | 1,653 | | | 0.1 | | | 1,660 | | | 0.1 | |
Industrial Conglomerates | 7,621 | | | 0.4 | | | 7,287 | | | 0.5 | |
Insurance | 106,405 | | | 5.6 | | | 90,082 | | | 6.3 | |
Internet and Catalog Retail | 26,892 | | | 1.4 | | | 12,323 | | | 0.9 | |
IT Services | 118,440 | | | 6.2 | | | 119,338 | | | 8.4 | |
Leisure Products | 2,544 | | | 0.1 | | | 2,537 | | | 0.2 | |
Life Sciences Tools & Services | 15,466 | | | 0.8 | | | 349 | | | 0.0 | * |
Machinery | 9,122 | | | 0.5 | | | 8,492 | | | 0.6 | |
Marine | 6,723 | | | 0.4 | | | 6,726 | | | 0.5 | |
Media | 2,084 | | | 0.1 | | | 2,088 | | | 0.1 | |
Oil, Gas and Consumable Fuels | 30,697 | | | 1.6 | | | 30,749 | | | 2.2 | |
Paper and Forest Products | 4,078 | | | 0.2 | | | 1,992 | | | 0.1 | |
Pharmaceuticals | 49,855 | | | 2.6 | | | 26,467 | | | 1.9 | |
Professional Services | 46,126 | | | 2.4 | | | 11,246 | | | 0.8 | |
Real Estate Management and Development | 43,984 | | | 2.3 | | | 43,438 | | | 3.0 | |
Road and Rail | 12,392 | | | 0.7 | | | 12,349 | | | 0.9 | |
Software | 495,242 | | | 26.1 | | | 391,899 | | | 27.6 | |
Specialty Retail | 101,067 | | | 5.3 | | | 64,527 | | | 4.5 | |
Textiles, Apparel and Luxury Goods | 828 | | | — | * | | 826 | | | 0.1 | |
Trading Companies and Distributors | 7,642 | | | 0.4 | | | 1,295 | | | 0.1 | |
Water Utilities | 2,336 | | | 0.1 | | | 2,338 | | | 0.2 | |
Total | $ | 1,896,775 | | | 100.0 | % | | $ | 1,421,537 | | | 100.0 | % |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | As of September 30, 2021 | | |
Fair Value: | | | | | | | | | | | |
Airlines | $ | 7,317 | | | 0.4 | % | | $ | 7,335 | | | 0.5 | % | | | | |
Auto Components | 5,603 | | | 0.3 | | | 5,113 | | | 0.4 | | | | | |
Automobiles | 89,885 | | | 4.7 | | | 54,050 | | | 3.8 | | | | | |
Beverages | 12,449 | | | 0.7 | | | 12,394 | | | 0.9 | | | | | |
Biotechnology | 422 | | | 0.0 | * | | 5,793 | | | 0.4 | | | | | |
Building Products | 45,755 | | | 2.4 | | | — | | | — | | | | | |
Chemicals | 43,721 | | | 2.3 | | | 24,607 | | | 1.7 | | | | | |
Commercial Services and Supplies | 94,157 | | | 4.9 | | | 30,558 | | | 2.1 | | | | | |
Communications Equipment | 4,973 | | | 0.3 | | | 4,883 | | | 0.3 | | | | | |
Containers and Packaging | 26,474 | | | 1.4 | | | 7,643 | | | 0.5 | | | | | |
Distributors | 1,284 | | | 0.1 | | | 1,265 | | | 0.1 | | | | | |
Diversified Consumer Services | 66,822 | | | 3.5 | | | 46,947 | | | 3.3 | | | | | |
Diversified Financial Services | 14,288 | | | 0.7 | | | 6,486 | | | 0.5 | | | | | |
Diversified Telecommunication Services | 642 | | | 0.0 | * | | 644 | | | 0.0 | * | | | | |
Electronic Equipment, Instruments and Components | 43,728 | | | 2.3 | | | 38,285 | | | 2.7 | | | | | |
Food and Staples Retailing | 11,164 | | | 0.6 | | | 8,594 | | | 0.6 | | | | | |
Food Products | 44,899 | | | 2.3 | | | 44,265 | | | 3.1 | | | | | |
Healthcare Equipment and Supplies | 51,270 | | | 2.7 | | | 42,041 | | | 2.9 | | | | | |
Healthcare Providers and Services | 140,349 | | | 7.3 | | | 135,583 | | | 9.4 | | | | | |
Healthcare Technology | 56,344 | | | 2.9 | | | 59,146 | | | 4.1 | | | | | |
Hotels, Restaurants and Leisure | 49,691 | | | 2.6 | | | 51,154 | | | 3.6 | | | | | |
Household Durables | 3,124 | | | 0.2 | | | 1,941 | | | 0.1 | | | | | |
Household Products | 1,661 | | | 0.1 | | | 1,670 | | | 0.1 | | | | | |
Industrial Conglomerates | 7,648 | | | 0.4 | | | 7,376 | | | 0.5 | | | | | |
Insurance | 107,475 | | | 5.6 | | | 91,339 | | | 6.3 | | | | | |
Internet and Catalog Retail | 27,167 | | | 1.4 | | | 12,449 | | | 0.9 | | | | | |
IT Services | 121,824 | | | 6.3 | | | 122,616 | | | 8.5 | | | | | |
Leisure Products | 2,569 | | | 0.1 | | | 2,539 | | | 0.2 | | | | | |
Life Sciences Tools & Services | 15,640 | | | 0.8 | | | 349 | | | 0.0 | * | | | | |
Machinery | 8,345 | | | 0.4 | | | 8,094 | | | 0.6 | | | | | |
Marine | 6,780 | | | 0.4 | | | 6,787 | | | 0.5 | | | | | |
Media | 2,123 | | | 0.1 | | | 2,129 | | | 0.1 | | | | | |
Oil, Gas and Consumable Fuels | 31,154 | | | 1.6 | | | 31,235 | | | 2.2 | | | | | |
Paper and Forest Products | 4,078 | | | 0.2 | | | 2,001 | | | 0.1 | | | | | |
Pharmaceuticals | 50,374 | | | 2.6 | | | 26,562 | | | 1.8 | | | | | |
Professional Services | 46,251 | | | 2.4 | | | 11,496 | | | 0.8 | | | | | |
Real Estate Management and Development | 44,370 | | | 2.3 | | | 43,333 | | | 3.0 | | | | | |
Road and Rail | 12,670 | | | 0.7 | | | 12,555 | | | 0.9 | | | | | |
Software | 502,476 | | | 26.2 | | | 397,409 | | | 27.6 | | | | | |
Specialty Retail | 101,969 | | | 5.3 | | | 65,351 | | | 4.5 | | | | | |
Textiles, Apparel and Luxury Goods | 855 | | | 0.0 | * | | 851 | | | 0.1 | | | | | |
Trading Companies and Distributors | 7,761 | | | 0.4 | | | 1,384 | | | 0.1 | | | | | |
Water Utilities | 2,404 | | | 0.1 | | | 2,391 | | | 0.2 | | | | | |
Total | $ | 1,919,955 | | | 100.0 | % | | $ | 1,438,643 | | | 100.0 | % | | | | |
| | | | | |
* | Represents an amount less than 0.1% |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 6. Forward Currency Contracts
The Company enters into forward currency contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
The outstanding forward currency contracts as of December 31, 2021 and September 30, 2021 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
As of December 31, 2021 |
Counterparty | | Currency to be sold | | Currency to be purchased | | Settlement Date | | Unrealized appreciation ($) | | Unrealized depreciation ($) |
Macquarie Bank Limited | | $ | 5,654 | | CAD | | $ | 4,284 | | USD | | 12/12/2022 | | $ | — | | | $ | (176) | |
Macquarie Bank Limited | | € | 4,606 | | EUR | | $ | 5,656 | | USD | | 12/12/2022 | | 359 | | | — | |
Macquarie Bank Limited | | £ | 1,550 | | GBP | | $ | 1,933 | | USD | | 2/21/2023 | | — | | | (158) | |
Macquarie Bank Limited | | £ | 1,976 | | GBP | | $ | 2,496 | | USD | | 7/17/2023 | | — | | | (169) | |
Macquarie Bank Limited | | € | 2,985 | | EUR | | $ | 3,740 | | USD | | 6/14/2024 | | 222 | | | — | |
Macquarie Bank Limited | | $ | 5,558 | | CAD | | $ | 4,365 | | USD | | 9/27/2024 | | 15 | | | — | |
Macquarie Bank Limited | | $ | 5,200 | | CAD | | $ | 4,245 | | USD | | 12/9/2024 | | 175 | | | — | |
Macquarie Bank Limited | | £ | 4,500 | | GBP | | $ | 6,182 | | USD | | 8/27/2024 | | 97 | | | — | |
Macquarie Bank Limited | | £ | 15,000 | | GBP | | $ | 20,258 | | USD | | 9/30/2024 | | — | | | (22) | |
Macquarie Bank Limited | | £ | 16,290 | | GBP | | $ | 21,848 | | USD | | 9/30/2024 | | — | | | (171) | |
Macquarie Bank Limited | | € | 14,650 | | EUR | | $ | 17,567 | | USD | | 11/12/2024 | | 204 | | | — | |
Macquarie Bank Limited | | € | 12,400 | | EUR | | $ | 14,586 | | USD | | 12/23/2024 | | — | | | (129) | |
| | | | | | | | | | $ | 1,072 | | | $ | (825) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
As of September 30, 2021 |
Counterparty | | Currency to be sold | | Currency to be purchased | | Settlement Date | | Unrealized appreciation ($) | | Unrealized depreciation ($) |
Macquarie Bank Limited | | $ | 5,654 | | CAD | | $ | 4,284 | | USD | | 12/12/2022 | | $ | — | | | $ | (169) | |
Macquarie Bank Limited | | € | 4,606 | | EUR | | $ | 5,656 | | USD | | 12/12/2022 | | 269 | | | — | |
Macquarie Bank Limited | | £ | 1,550 | | GBP | | $ | 1,933 | | USD | | 2/21/2023 | | — | | | (149) | |
Macquarie Bank Limited | | £ | 1,976 | | GBP | | $ | 2,496 | | USD | | 7/17/2023 | | — | | | (156) | |
Macquarie Bank Limited | | € | 2,985 | | EUR | | $ | 3,740 | | USD | | 6/14/2024 | | 178 | | | — | |
Macquarie Bank Limited | | $ | 5,558 | | CAD | | $ | 4,365 | | USD | | 9/27/2024 | | 23 | | | — | |
Macquarie Bank Limited | | $ | 5,200 | | CAD | | $ | 4,245 | | USD | | 12/9/2024 | | 183 | | | — | |
Macquarie Bank Limited | | £ | 4,500 | | GBP | | $ | 6,182 | | USD | | 8/27/2024 | | 127 | | | — | |
Macquarie Bank Limited | | £ | 15,000 | | GBP | | $ | 20,258 | | USD | | 9/30/2024 | | 75 | | | — | |
Macquarie Bank Limited | | £ | 16,290 | | GBP | | $ | 21,848 | | USD | | 9/30/2024 | | — | | | (68) | |
| | | | | | | | | | | | |
| | | | | | | | | | $ | 855 | | | $ | (542) | |
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) with its derivative counterparty, Macquarie Bank Limited (“Macquarie”). The ISDA Master Agreement is a bilateral agreement between the Company and Macquarie that governs over the counter (“OTC”) derivatives, including forward currency contracts, and contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from Macquarie, if any, is included in the Consolidated Statements of Financial Condition as cash collateral held at broker for forward currency contracts or cash collateral received from broker for forward currency contracts. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
The following table is intended to provide additional information about the effect of the forward foreign currency contracts on the financial statements of the Company including: the fair value of derivatives by risk category, the location of those fair values on the Consolidated Statements of Financial Condition, and the Company’s gross and net amount of assets and liabilities available for offset under netting arrangements as well as any related collateral received or pledged by the Company as of December 31, 2021 and September 30, 2021.
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As of December 31, 2021 |
Counterparty | | Risk exposure category | | Unrealized appreciation on forward currency contracts | | Unrealized depreciation on forward currency contracts | | Net amounts presented in the Consolidated Statement of Financial Condition | | Collateral (Received) Pledged (1) | | Net Amount (2) |
Macquarie Bank Limited | | Foreign exchange | | $ | 1,072 | | | $ | (825) | | | $ | 247 | | | $ | — | | | $ | 247 | |
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As of September 30, 2021 |
Counterparty | | Risk exposure category | | Unrealized appreciation on forward currency contracts | | Unrealized depreciation on forward currency contracts | | Net amounts presented in the Consolidated Statement of Financial Condition | | Collateral (Received) Pledged (1) | | Net Amount (2) |
Macquarie Bank Limited | | Foreign exchange | | $ | 855 | | | $ | (542) | | | $ | 313 | | | $ | — | | | $ | 313 | |
(1)In some instances, the actual collateral pledged may be more than the amount shown due to overcollateralization.
(2)Represents the net amount due from/(to) counterparties in the event of default.
The impact of derivative transactions for the three months ended December 31, 2021 and 2020 on the Consolidated Statements of Operations, including realized and unrealized gains (losses) is summarized in the table below:
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Realized gain (loss) on forward currency contracts recognized in income | | | | |
Risk exposure category | | Three months ended December 31, | | |
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| | 2021 | | 2020 | | | | | | |
Foreign exchange | | $ | — | | | $ | — | | | | | | | |
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Change in unrealized appreciation (depreciation) on forward currency contracts recognized in income | | |
Risk exposure category | | Three months ended December 31, | | |
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| | 2021 | | 2020 | | | | | | |
Foreign exchange | | $ | (66) | | | $ | (692) | | | | | | | |
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TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following table is a summary of the average outstanding daily volume for forward currency contracts for the three months ended December 31, 2021 and 2020:
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Average U.S. Dollar notional outstanding | | Three months ended December 31, | | |
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| | 2021 | | 2020 | | | | | | |
Forward currency contracts | | $ | 87,634 | | | $ | 14,884 | | | | | | | |
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Exclusion of the Investment Adviser from Commodity Pool Operator Definition
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause the Investment Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. On February 6, 2020, the Investment Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.
Note 7. Fair Value Measurements
The Company follows ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The Company assesses the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities for the three months ended December 31, 2021 and 2020. The following section describes the valuation techniques used by the Company to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by the Board, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of the Board to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of the Company’s valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. All investments as of December 31, 2021 and September 30, 2021, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments) and forward currency contracts (Level 2 investments), were valued using Level 3 inputs of the fair value hierarchy.
When determining fair value of Level 3 debt and equity investments, the Company takes into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that affect the price at which similar investments are made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA can include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Company will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Company uses a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, the Company bases its valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask prices represent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that are ultimately received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which such investment had previously been recorded.
The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables present fair value measurements of the Company’s investments and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of December 31, 2021 and September 30, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021 | | Fair Value Measurements Using |
Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets, at fair value: | | | | | | | | |
Debt investments(1) | | $ | — | | | $ | — | | | $ | 1,824,520 | | | $ | 1,824,520 | |
Equity investments(1) | | — | | | — | | | 95,435 | | | 95,435 | |
Money market funds(1)(2) | | 13,046 | | | — | | | — | | | 13,046 | |
Forward currency contracts | | — | | | 1,072 | | | — | | | 1,072 | |
Total assets, at fair value: | | $ | 13,046 | | | $ | 1,072 | | | $ | 1,919,955 | | | $ | 1,934,073 | |
Liabilities, at fair value: | | | | | | | | |
Forward currency contracts | | $ | — | | | $ | (825) | | | $ | — | | | $ | (825) | |
Total liabilities, at fair value: | | $ | — | | | $ | (825) | | | $ | — | | | $ | (825) | |
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As of September 30, 2021 | | Fair Value Measurements Using |
Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets, at fair value: | | | | | | | | |
Debt investments(1) | | $ | — | | | $ | — | | | $ | 1,398,911 | | | $ | 1,398,911 | |
Equity investments(1) | | — | | | — | | | 39,732 | | | 39,732 | |
Money market funds(1)(2) | | 17,293 | | | — | | | — | | | 17,293 | |
Forward currency contracts | | — | | | 855 | | | — | | | 855 | |
Total assets, at fair value: | | $ | 17,293 | | | $ | 855 | | | $ | 1,438,643 | | | $ | 1,456,791 | |
Liabilities, at fair value: | | | | | | | | |
Forward currency contracts | | $ | — | | | $ | (542) | | | $ | — | | | $ | (542) | |
Total liabilities, at fair value: | | $ | — | | | $ | (542) | | | $ | — | | | $ | (542) | |
(1)Refer to the Consolidated Schedules of Investments for further details.
(2)Included in cash and cash equivalents and restricted cash and cash equivalents on the Consolidated Statements of Financial Condition.
The net change in unrealized appreciation (depreciation) for the three months ended December 31, 2021 and 2020 reported within the net change in unrealized appreciation (depreciation) on investments and foreign currency translation in the Company’s Consolidated Statements of Operations attributable to the Company’s Level 3 assets held as of December 31, 2021 and 2020 was $8,128 and $7,683, respectively.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables present the changes in investments measured at fair value using Level 3 inputs for the three months ended December 31, 2021 and 2020: | | | | | | | | | | | | | | | | | |
| For the three months ended December 31, 2021 |
| Debt Investments | | Equity Investments | | Total Investments |
Fair value, beginning of period | $ | 1,398,911 | | | $ | 39,732 | | | $ | 1,438,643 | |
Net change in unrealized appreciation (depreciation) on investments | 2,917 | | | 3,157 | | | 6,074 | |
Realized gain (loss) on investments | 5 | | | 1,828 | | | 1,833 | |
Fundings of (proceeds from) revolving loans, net | 502 | | | — | | | 502 | |
Fundings of investments | 525,694 | | | 53,768 | | | 579,462 | |
PIK interest | 699 | | | — | | | 699 | |
Proceeds from principal payments and sales of portfolio investments | (106,368) | | | (3,050) | | | (109,418) | |
Accretion of discounts and amortization of premiums | 2,160 | | | — | | | 2,160 | |
Fair value, end of period | $ | 1,824,520 | | | $ | 95,435 | | | $ | 1,919,955 | |
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| For the three months ended December 31, 2020 |
| Debt Investments | | Equity Investments | | Total Investments |
Fair value, beginning of period | $ | 875,642 | | | $ | 11,209 | | | $ | 886,851 | |
Net change in unrealized appreciation (depreciation) on investments | 5,506 | | | 1,223 | | | 6,729 | |
Realized gain (loss) on investments | 3 | | | 286 | | | 289 | |
Fundings of (proceeds from) revolving loans, net | (483) | | | — | | | (483) | |
Fundings of investments | 165,910 | | | 1,833 | | | 167,743 | |
PIK interest | 572 | | | — | | | 572 | |
Proceeds from principal payments and sales of portfolio investments | (34,887) | | | (568) | | | (35,455) | |
Accretion of discounts and amortization of premiums | 1,256 | | | — | | | 1,256 | |
Fair value, end of period | $ | 1,013,519 | | | $ | 13,983 | | | $ | 1,027,502 | |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of December 31, 2021 and September 30, 2021: | | | | | | | | | | | | | | | | | | | | | | | |
Quantitative information about Level 3 Fair Value Measurements |
| Fair value as of December 31, 2021 | | Valuation Techniques | | Unobservable Input | | Range (Weighted Average)(1) |
Assets, at fair value: | | | | | | | |
Senior secured loans(2) | $ | 249,955 | | | Market rate approach | | Market interest rate | | 2.5% - 10.0% (5.7%) |
| | | Market comparable companies | | EBITDA multiples | | 7.6x - 24.0x (16.0x) |
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One stop loans(3)(4) | $ | 1,553,380 | | | Market rate approach | | Market interest rate | | 1.0% - 16.0% (7.0%) |
| | | Market comparable companies | | EBITDA multiples | | 7.0x - 36.8x (17.7x) |
| | | Market comparable companies | | Revenue multiples | | 2.0x - 30.0x (10.0x) |
| $ | 8,521 | | | Market comparable companies | | Broker/ Dealer bids or quotes | | N/A |
Subordinated debt and second lien loans(3) | $ | 12,664 | | | Market rate approach | | Market interest rate | | 6.3% - 11.8% (8.5%) |
| | | Market comparable companies | | EBITDA multiples | | 13.0x - 24.3x (22.4x) |
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Equity(5) | $ | 95,435 | | | Market comparable companies | | EBITDA multiples | | 8.0x - 43.0x (18.8x) |
| | | | | Revenue multiples | | 4.0x - 30.0x (17.6x) |
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)$1,727 of loans at fair value were valued using the market comparable companies approach only.
(3)$3,769 of loans at fair value were valued using the market comparable companies approach only.
(4)The Company valued $1,299,657 and $253,723 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(5)The Company valued $84,527 and $10,908 of equity investments using EBITDA and revenue multiples, respectively.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
Quantitative information about Level 3 Fair Value Measurements |
| Fair value of September 30, 2021 | | Valuation Techniques | | Unobservable Input | | Range (Weighted Average) (1) |
Assets, at fair value: | | | | | | | |
Senior secured loans | $ | 256,841 | | | Market rate approach | | Market interest rate | | 2.5% - 15.5% (5.6%) |
| | | Market comparable companies | | EBITDA multiples | | 8.2x - 24.2x (16.6x) |
| 744 | | | Market comparable companies | | Broker/ Dealer bids or quotes | | N/A |
One stop loans(2) | $ | 1,130,203 | | | Market rate approach | | Market interest rate | | 1.5% - 18.0% (7.2%) |
| | | Market comparable companies | | EBITDA multiples | | 7.0x - 27.0x (16.8x) |
| | | Market comparable companies | | Revenue multiples | | 2.0x - 18.5x (9.4x) |
Subordinated debt and second lien loans(3) | $ | 11,123 | | | Market rate approach | | Market interest rate | | 6.8% - 9.5% (9.1%) |
| | | Market comparable companies | | EBITDA multiples | | 13.0x - 23.6x (22.3x) |
| | | Market comparable companies | | Revenue multiples | | 3.4x |
Equity(4) | $ | 39,732 | | | Market comparable companies | | EBITDA multiples | | 6.9x - 26.0x (20.4x) |
| | | | | Revenue multiples | | 3.4x - 20.5x (14.0x) |
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)The Company valued $928,408 and $201,795 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(3)The Company valued $11,121 and $2 of subordinated debt and second lien loans using EBITDA and revenue multiples, respectively. All subordinated debt and second lien loans were also valued using the market rate approach.
(4)The Company valued $31,946 and $7,786 of equity investments using EBITDA and revenue multiples, respectively.
The above tables are not intended to be all-inclusive but rather to provide information on significant unobservable inputs and valuation techniques used by the Company.
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity investments are EBITDA multiples, revenue multiples and market interest rates. The Company uses EBITDA multiples and, to a lesser extent, revenue multiples on its debt and equity investments to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would have resulted in a significantly lower or higher fair value measurement. The Company uses market interest rates for loans to determine if the effective yield on a loan is commensurate with the market yields for that type of loan. If a loan’s effective yield was significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan may have been lower.
Other Financial Assets and Liabilities
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost, all assets and liabilities approximate fair value on the Consolidated Statements of Financial Condition due to their short maturity. Fair value of the Company’s debt is estimated using Level 3 inputs by discounting remaining payments using applicable implied market rates.
The following are the carrying values and fair values of the Company’s debt as of December 31, 2021 and September 30, 2021. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 | | As of September 30, 2021 | | |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value | | | | |
Debt | $ | 884,808 | | | $ | 884,754 | | | $ | 700,439 | | | $ | 700,417 | | | | | |
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TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 8. Borrowings
In accordance with the 1940 Act, with certain limited exceptions, the Company is currently allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. The Company has not sought or obtained any approval necessary to be subject to the reduced asset coverage requirements available to BDCs pursuant to Section 61(a)(2) of the 1940 Act, which permits a BDC to have asset coverage of 150%, or a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement under the 1940 Act. As of December 31, 2021, the Company’s asset coverage for borrowed amounts was 209.1%.
Debt Securitizations: On March 11, 2021, the Company completed a $398,900 term debt securitization (the “2021 Debt Securitization”). The notes offered in the 2021 Debt Securitization (the “2021 Notes”) were issued by the 2021 issuer, a subsidiary of the 2021 CLO Depositor, and are backed by a diversified portfolio of senior secured and second lien loans. The 2021 Notes offered in the 2021 Debt Securitization consist of $224,000 of AAA Class A 2021 Notes, which bear interest at the three-month LIBOR plus 1.60%; $28,000 of AA Class B 2021 Notes, which bear interest at the three-month LIBOR plus 1.85%; $36,000 of A Class C-1 2021 Notes, which bear interest at the three-month LIBOR plus 2.80%; $10,000 A Class C-2 2021 Notes, which bear interest at 3.91%; up to $28,000 of BBB- Class D 2021 Notes, which were unfunded on the closing date of the 2021 Debt Securitization and which, if funded, will bear interest at the three-month LIBOR plus a spread set in connection with the funding date but which in no event will be greater than 5.00% (the Class D 2021 Notes, together with the Class A 2021 Notes, the Class B 2021 Notes, the Class C-1 2021 Notes and the Class C-2 2021 Notes are referred to as the “Secured 2021 Notes”); and approximately $100,900 of Subordinated 2021 Notes, which do not bear interest. The Class A 2021 Notes, the Class B 2021 Notes, the Class C-1 2021 Notes, and the Class C-2 2021 Notes were issued through a private placement through Deutsche Bank Securities Inc. The Company indirectly retained all of the Class D 2021 Notes and Subordinated 2021 Notes. The Class A, Class B, Class C-1, and Class C-2 2021 Notes are included in the December 31, 2021 Consolidated Statement of Financial Condition as debt of the Company.
Through April 15, 2025, all principal collections received on the underlying collateral may be used by the 2021 Issuer to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the 2021 Issuer, in accordance with the Company’s investment strategy and subject to customary conditions set forth in the documents governing the 2021 Debt Securitization, allowing the Company to maintain the initial leverage in the 2021 Debt Securitization. The Secured 2021 Notes are due on April 15, 2033. The Subordinated 2021 Notes are due in 2121.
As of December 31, 2021 and September 30, 2021, there were 70 and 77 portfolio companies, respectively, with total fair value of $391,249 and $392,435, respectively, securing the 2021 Notes. The pool of loans in the 2021 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2021 Debt Securitization is based on three-month LIBOR. The three-month LIBOR in effect as of December 31, 2021 based on the last interest rate reset was 0.1%. For the three months ended December 31, 2021 and 2020, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the 2021 Debt Securitization were as follows: | | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | | | |
| 2021 | | 2020 | | | | | | | | |
Stated interest expense | $ | 1,495 | | | $ | — | | | | | | | | | |
Amortization of debt issuance costs | 108 | | | — | | | | | | | | | |
Total interest expense | $ | 1,603 | | | $ | — | | | | | | | | | |
Cash paid for interest expense | $ | 1,497 | | | $ | — | | | | | | | | | |
Annualized average stated interest rate | 2.0 | % | | N/A | | | | | | | | |
Average outstanding balance | $ | 298,000 | | | $ | — | | | | | | | | | |
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of December 31, 2021, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR, as applicable) of the Class A 2021 Notes, Class B 2021 Notes, Class C-1 2021 Notes and the Class C-2 2021 Notes were as follows:
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Description | Class A 2021 Notes | | Class B 2021 Notes | | Class C-1 2021 Notes | | Class C-2 2021 Notes |
Type | Senior Secured Floating Rate | | Senior Secured Floating Rate | | Senior Secured Floating Rate | | Senior Secured Floating Rate |
Amount Outstanding | $224,000 | | $28,000 | | $36,000 | | $10,000 |
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S&P Rating | "AAA" | | "AA" | | "A" | | "A" |
Interest Rate | LIBOR + 1.60% | | LIBOR + 1.85% | | LIBOR + 2.80% | | 3.91% |
Adviser Revolver: On October 2, 2017, the Company entered into the Adviser Revolver with the Investment Adviser, with a maximum credit limit of $40,000 and expiration date of October 2, 2020. On June 28, 2019, the Company and the Investment Adviser amended the Adviser Revolver to increase the borrowing capacity from $40,000 to $100,000. On August 15, 2019, the Company and the Investment Adviser entered into a second amendment to the Adviser Revolver to increase the borrowing capacity from $100,000 to $125,000. On October 28, 2019, the Company entered into a third amendment to the Adviser Revolver, which decreased the borrowing capacity from $125,000 to $40,000. On October 1, 2020, the Company entered into a fourth amendment to the Adviser Revolver, which extended the maturity date of the Adviser Revolver from October 2, 2020 to September 29, 2023. Other material terms of the Adviser Revolver were unchanged. The Adviser Revolver bears interest at a rate equal to the short-term Applicable Federal Rate (“AFR”). The short-term AFR as of December 31, 2021 was 0.2%. As of December 31, 2021 and September 30, 2021, the Company had no outstanding debt under the Adviser Revolver.
For the three months ended December 31, 2021 and 2020, the stated interest expense, cash paid for interest expense, annualized average stated interest rates and average outstanding balances for the Adviser Revolver were as follows: | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | |
| 2021 | | 2020 | | | | | | |
Stated interest expense | $ | 1 | | | $ | — | | | | | | | |
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| | | | | | | | | |
| | | | | | | | | |
Cash paid for interest expense | 1 | | | — | | | | | | | |
Annualized average stated interest rate | 0.1 | % | | 0.1 | % | | | | | | |
Average outstanding balance | $ | 2,698 | | | $ | 111 | | | | | | | |
SB Revolver: On February 4, 2019, the Company entered into a revolving credit agreement (as amended, the “SB Revolver”) with Signature Bank (“SB”), as administrative agent and a lender, which allowed the Company to borrow up to $175,000 at any one time outstanding, subject to leverage and borrowing base restrictions, with a stated maturity date of February 4, 2021. On April 8, 2019, the Company entered into an amendment to the SB Revolver with SB which increased the borrowing capacity under the SB Revolver to $225,000 from $175,000. Other material terms of the SB Revolver were unchanged. On May 31, 2019, the Company amended the SB Revolver to permit borrowings in foreign currencies. On February 7, 2020, the Company entered into an amendment to the SB Revolver, which increased the borrowing capacity under the SB Revolver to $275,000 from $225,000, and increased the borrowing base against which the Company may borrow through April 7, 2020, after which the borrowing base reverts to the terms applicable to the Company prior to the February 7, 2020 amendment. On February 4, 2021, the Company entered into an amendment on the SB Revolver to, among other things, extend the stated maturity to February 4, 2022, amend the interest rate at which borrowings are made, at the Company’s election, to either the one-, two- or three-month LIBOR plus 1.70% or the prime rate minus 1.20%, amend the non-usage fee to a rate of 0.25% per annum on the unused portion of the SB Revolver, amend the fee payable if the Company requests to extend the maturity date of the SB Revolver to 0.25% of the commitments under the SB Revolver as of the date the Company receives notice of such extension, including the fee payable in connection with the extension contemplated by the amendment executed on February 4, 2021, and amend the fee payable by the Company if the Company exercises its right to request an increase in the maximum commitments under the SB Revolver upon satisfaction of
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
certain conditions to 0.25% of such increased or new commitment, with each of the extension and commitment fees subject to pro-ration in accordance with the terms of the SB Revolver. On November 19, 2021, the Company provided written notice to Signature Bank of its intent to reduce the maximum borrowings permitted under the SB Revolver to $180,000 at any one time outstanding, subject to leverage and borrowing base restrictions, effective November 26, 2021. As of December 31, 2021, the Company could borrow up to $180,000 under the SB Revolver.
The SB Revolver bears interest at a rate, at the Company’s election, of either the one-, two- or three-month LIBOR plus 1.70% per annum or the prime rate minus 1.20%, as calculated under the SB Revolver. The revolving period under the SB Revolver will continue through February 4, 2022. The SB Revolver is secured by the unfunded commitments of stockholders of the Company, collateral accounts and the proceeds of the foregoing. In addition to the stated interest rate on the SB Revolver, the Company is required to pay a non-usage fee at a rate of 0.25% per annum on the unused portion of the SB Revolver.
As of December 31, 2021 and September 30, 2021, the Company had outstanding debt under the SB Revolver of $156,000 and $246,433, respectively.
For the three months ended December 31, 2021 and 2020, the stated interest expense, cash paid for interest expense, annualized average interest rates and average outstanding balances for the SB Revolver were as follows: | | | | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | | | | |
| 2021 | | 2020 | | | | | | | | | | |
Stated interest expense | $ | 875 | | | $ | 1,054 | | | | | | | | | | | |
Facility fees | 35 | | | 11 | | | | | | | | | | | |
Amortization of debt issuance costs | 176 | | | 247 | | | | | | | | | | | |
Total interest expense | $ | 1,086 | | | $ | 1,312 | | | | | | | | | | | |
Cash paid for interest expense | $ | 1,030 | | | $ | 1,059 | | | | | | | | | | | |
Annualized average stated interest rate | 1.9 | % | | 1.7 | % | | | | | | | | | | |
Average outstanding balance | $ | 183,412 | | | $ | 246,464 | | | | | | | | | | | |
DB Credit Facility: On September 10, 2019 (the “Effective Date”), the Company and GBDC 3 Funding, entered into a loan financing and servicing agreement (the “DB Credit Facility”), with the Company, as equity holder and as servicer, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents parties thereto, each of the entities from time to time party thereto as securitization subsidiaries and Deutsche Bank Trust Company Americas, as collateral agent and as collateral custodian. The period during which GBDC 3 Funding may request drawdowns under the DB Credit Facility (the “Revolving Period”) commenced on the Effective Date and will continue through March 10, 2023 unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) three years from the last day of the Revolving Period, (ii) the date on which the Company ceases to exist or (iii) the occurrence of an event of default. On September 21, 2021, the Company entered into an amendment on the DB Credit Facility to, among other things, change the base rate under the DB Credit Facility for borrowings denominated in U.K. pound sterling from a LIBOR-based rate to the daily simple Sterling Overnight Index Average subject to certain adjustments. On October 29, 2021, the Company entered into an amendment on the DB Credit Facility to, among other things, increase the borrowing capacity thereunder up to an aggregate of $450,000. As of December 31, 2021, the DB Credit Facility allowed GBDC 3 Funding to borrow up to $450,000, subject to leverage and borrowing base restrictions.
As of December 31, 2021, the DB Credit Facility bears interest at the applicable base rate plus 2.00% per annum. The base rate under the DB Credit Facility is (i) the three-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars, (ii) the three-month EURIBOR with respect to any advances denominated in euros, (iii) the three-month Bank Bill Swap Rate with respect to any advances denominated in Australian dollars, (iv) the daily simple Sterling Overnight Index Average with respect to any advances denominated U.K. pound sterling and (v) the three-month LIBOR with respect to any other advances. A syndication/agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day. In addition, a non-usage fee of 0.25% per annum is payable on the undrawn amount under the DB Credit Facility, and, during the Revolving Period, an additional fee based on unfunded commitments of the lenders may be payable if borrowings under the DB Credit Facility do not exceed a minimum utilization percentage threshold. A prepayment fee would be payable in the event of any permanent reduction in commitments of the DB Credit Facility in the amount of 0.50% or 0.25% of the amount of the reduction during the first or second year after the Effective Date, respectively.
The DB Credit Facility is secured by all of the assets held by GBDC 3 Funding. GBDC 3 Funding has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of the Company, including under the DB Credit Facility, are subject to the leverage restrictions contained in the 1940 Act.
The Company transfers certain loans and debt securities it has originated or acquired from time to time to GBDC 3 Funding through a purchase and sale agreement and causes GBDC 3 Funding to originate or acquire loans, consistent with the Company’s investment objectives.
As of December 31, 2021 and September 30, 2021, the Company had outstanding debt under the DB Credit Facility of $430,808 and $156,006, respectively.
For the three months ended December 31, 2021 and 2020, the stated interest expense, cash paid for interest expense, annualized average interest rates and average outstanding balances for the DB Credit Facility were as follows:
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| Three months ended December 31, | | | | |
| 2021 | | 2020 | | | | | | | | |
Stated interest expense | $ | 1,442 | | | $ | 938 | | | | | | | | | |
Facility fees | 337 | | | 216 | | | | | | | | | |
Amortization of debt issuance costs | 403 | | | 208 | | | | | | | | | |
Total interest expense | $ | 2,182 | | | $ | 1,362 | | | | | | | | | |
Cash paid for interest expense | $ | 752 | | | $ | 1,063 | | | | | | | | | |
Annualized average stated interest rate | 2.2 | % | | 2.3 | % | | | | | | | | |
Average outstanding balance | $ | 258,685 | | | $ | 163,436 | | | | | | | | | |
Other Short-Term Borrowings: Borrowings with original maturities of less than one year are classified as short-term. The Company’s short-term borrowings are the result of investments that were sold under repurchase agreements. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under ASC Topic 860 and remains as an investment on the Consolidated Statements of Financial Condition.
As of December 31, 2021, the Company had $52,140 of other short-term borrowings and the fair value of the loans associated with the short-term borrowings was $52,680. As of September 30, 2021, the Company had no short-term borrowings.
The net change in unrealized appreciation (depreciation) on other short-term borrowings for the three months ended December 31, 2021, reported within the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies, was $398.
For the three months ended December 31, 2021 and 2020, the stated interest expense, cash paid for interest expense, annualized average interest rates and average outstanding balances for short-term borrowings were as follows:
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
| | | | | | | | | | | | | | | | | | | |
| Three months ended December 31, | | |
| 2021 | | 2020 | | | | | | | | |
Stated interest expense | $ | 301 | | | $ | — | | | | | | | | | |
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Cash paid for interest expense | — | | | — | | | | | | | | | |
Annualized average stated interest rate | 3.2 | % | | N/A | | | | | | | | |
Average outstanding balance | $ | 37,690 | | | $ | — | | | | | | | | | |
For the three months ended December 31, 2021, the average total debt outstanding was $780,485. For the three months ended December 31, 2020, the average total debt outstanding was $410,011.
For the three months ended December 31, 2021 and 2020, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on the Company's total debt was 2.6% and 2.6%, respectively.
A summary of the Company’s maturity requirements for borrowings as of December 31, 2021 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less Than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | More Than 5 Years |
SB Revolver | $ | 156,000 | | | $ | 156,000 | | | $ | — | | | $ | — | | | $ | — | |
DB Credit Facility | 430,808 | | | — | | | — | | | 430,808 | | | — | |
2021 Debt Securitization | 298,000 | | | — | | | — | | | — | | | 298,000 | |
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Other short-term borrowings | 52,140 | | | 52,140 | | | — | | | — | | | — | |
Total borrowings | $ | 936,948 | | | $ | 208,140 | | | $ | — | | | $ | 430,808 | | | $ | 298,000 | |
Note 9. Commitments and Contingencies
Commitments: As of December 31, 2021, the Company had outstanding commitments to fund investments totaling $368,920, including $21,155 of commitments on undrawn revolvers. As of September 30, 2021, the Company had outstanding commitments to fund investments totaling $180,385, including $17,352 on undrawn revolvers.
Indemnifications: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as these involve future claims against the Company that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.
Off-balance sheet risk: Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Financial Condition. The Company has entered and, in the future, may enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 6 for outstanding forward currency contracts as of December 31, 2021, and September 30, 2021. Derivative instruments can be affected by market conditions, such as foreign currency volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it may not achieve the anticipated benefits of any derivative instruments and may realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.
Concentration of credit and counterparty risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company has engaged, and in the future may engage again, in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on derivative instruments is the value of the collateral for that respective derivative instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Legal proceedings: In the normal course of business, the Company is subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any disposition will have a material adverse effect on the Company’s consolidated financial statements.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 10. Financial Highlights
The financial highlights for the Company are as follows: | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended December 31, | | |
Per share data:(1) | | 2021 | | 2020 | | | | | | | | |
Net asset value at beginning of period | | $ | 15.00 | | | $ | 14.97 | | | | | | | | | |
Distributions declared:(2) | | | | | | | | | | | | |
From net investment income | | (0.39) | | | (0.42) | | | | | | | | | |
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Net investment income | | 0.26 | | | 0.29 | | | | | | | | | |
Net realized gain (loss) on investment transactions | | 0.03 | | | 0.01 | | | | | | | | | |
Net change in unrealized appreciation (depreciation) on investment transactions(3) | | 0.10 | | | 0.16 | | | | | | | | | |
Net asset value at end of period | | $ | 15.00 | | | $ | 15.01 | | | | | | | | | |
Total return based on net asset value per share(4) | | 2.59% | | 3.10% | | | | | | | | |
Number of common shares outstanding | | 68,414,116.228 | | 35,820,104.376 | | | | | | | | |
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| | Three months ended December 31, | | |
Listed below are supplemental data and ratios to the financial highlights: | | 2021 | | 2020 | | | | | | | | |
Ratio of net investment income to average net assets* | | 6.88 | % | | 7.58 | % | | | | | | | | |
Ratio of total expenses to average net assets* | | 5.48 | % | | 5.36 | % | | | | | | | | |
Ratio of management fee waiver to average net assets* | | (0.67) | % | | (0.68) | % | | | | | | | | |
Ratio of incentive fee waiver to average net assets | | (0.05) | % | | (0.03) | % | | | | | | | | |
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Ratio of net expenses to average net assets* | | 4.76 | % | | 4.65 | % | | | | | | | | |
Ratio of incentive fees to average net assets | | 0.50 | % | | 0.36 | % | | | | | | | | |
Ratio of total expenses (without incentive fees) to average net assets* | | 4.98 | % | | 5.00 | % | | | | | | | | |
Total return based on average net asset value(5)* | | 10.41 | % | | 12.23 | % | | | | | | | | |
Net assets at end of period | | $ | 1,026,211 | | | $ | 537,619 | | | | | | | | | |
Average debt outstanding | | $ | 780,485 | | | $ | 410,011 | | | | | | | | | |
Average debt outstanding per share | | $ | 11.41 | | | $ | 11.45 | | | | | | | | | |
Portfolio Turnover* | | 26.08 | % | | 15.05 | % | | | | | | | | |
Asset coverage ratio(6) | | 209.12 | % | | 204.21 | % | | | | | | | | |
Asset coverage ratio per unit(7) | | $ | 2,091 | | | $ | 2,042 | | | | | | | | | |
Average market value per unit (8): | | | | | | | | | | | | |
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SB Revolver | | N/A | | N/A | | | | | | | | |
DB Credit Facility | | N/A | | N/A | | | | | | | | |
Adviser Revolver | | N/A | | N/A | | | | | | | | |
2021 Debt Securitization | | N/A | | N/A | | | | | | | | |
Other short-term borrowings | | N/A | | N/A | | | | | | | | |
* Annualized for periods less than a year
^ Represents an amount less than $0.01 per share.
(1)Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.
(2)The per share data for distributions reflect the amount of distributions paid or payable with a record date during the applicable period.
(3)Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding as of the dividend record date.
(4)Total return based on net asset value per share assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
(5)Total return based on average net asset value is calculated as (a) the net increase (decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
(6)In accordance with the 1940 Act, with certain limited exceptions, the Company is currently allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing.
(7)Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
(8)Not applicable because such senior securities are not registered for public trading.
Note 11. Earnings Per Share
The following information sets forth the computation of the net increase/(decrease) in net assets per share resulting from operations for the three months ended December 31, 2021 and 2020:
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| Three months ended December 31, | | |
| 2021 | | 2020 | | | | | | |
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Earnings available to stockholders | $ | 24,735 | | | $ | 16,411 | | | | | | | |
Basic and diluted weighted average shares outstanding | 62,979,848 | | | 35,454,475 | | | | | | | |
Basic and diluted earnings per share | $ | 0.39 | | | $ | 0.46 | | | | | | | |
Note 12. Dividends and Distributions
The Company’s dividends and distributions are recorded on the record date. The following table summarizes the Company’s dividend declarations and distributions with a record date during the three months ended December 31, 2021 and 2020:
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Date Declared | | Record Date | | Payment Date | | Shares Outstanding | | Amount Per Share | | Total Dividends Declared |
For the three months ended December 31, 2021 | | | | |
08/06/2021 | | 10/18/2021 | | 12/27/2021 | | 56,431,212.836 | | | 0.1168 | | | 6,593 | |
11/19/2021 | | 11/29/2021 | | 12/27/2021 | | 65,852,241.833 | | | 0.1501 | | | 9,883 | |
11/19/2021 | | 12/20/2021 | | 02/28/2022 | | 68,007,006.127 | | | 0.1214 | | | 8,259 | |
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Total dividends declared for the three months ended December 31, 2021 | | | | $ | 24,735 | |
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For the three months ended December 31, 2020 | | | | |
11/20/2020 | | 12/15/2020 | | 12/18/2020 | | 35,388,849.466 | | | $ | 0.4200 | | | $ | 14,864 | |
Total dividends declared for the three months ended December 31, 2020 | | | | $ | 14,864 | |
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TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following table summarizes the Company’s distributions reinvested during the three months ended December 31, 2021 and 2020:
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Payment Date | | DRIP Shares Issued | | NAV ($) per share | | DRIP Shares Value (1) |
For the three months ended December 31, 2021 |
November 22, 2021 | | 316,630.174 | | | $ | 15.00 | | | $ | 4,749 | |
December 27, 2021 | | 407,110.101 | | | 15.00 | | | 6,107 |
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| | 723,740.275 | | | | | $ | 10,856 | |
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For the three months ended December 31, 2020 |
December 18, 2020 | | 431,254.910 | | | $ | 14.97 | | | $ | 6,455 | |
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| | 431,254.910 | | | | | $ | 6,455 | |
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(1) Reflects DRIP shares issued multiplied by the unrounded NAV per share.
Note 13. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
On January 1, 2022, the Company entered into subscription agreements with additional stockholders totaling $129,715 in the aggregate.
On January 13, 2022, the Company issued a capital call to stockholders that was due on January 24, 2022. The estimated shares and proceeds are summarized in the table below: | | | | | | | | | | | | | | | | | | | | | | | |
| Date | | Shares Issued | | NAV ($) per share | | Proceeds |
Issuance of Shares | 1/24/2022 | | 3,482,175.051 | | | $ | 15.00 | | | $ | 52,233 | |
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On January 25, 2022, Golub Capital BDC 3 ABS 2022-1 LLC (the “2022 Issuer”), an indirect, wholly owned, consolidated subsidiary of the Company completed a $401,750 asset-backed securitization (the “2022 Asset-Backed Securitization”). Asset-backed securitizations are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to its overall asset coverage requirement. The notes offered in the 2022 Asset-Backed Securitization consist of $252,000 of Class A Senior Secured Floating Rate Notes, which bear interest at a benchmark interest rate, which will initially be based on term SOFR, plus 2.0% (the “Secured 2022 Notes”) and $149,750 of Subordinated Notes, which do not bear interest (the “Subordinated 2022 Notes” and, together with the Secured 2022 Notes, the “2022 Notes”). The Secured 2022 Notes are due on January 18, 2030. The Subordinated 2022 Notes are due on January 25, 2122.The Secured 2022 Notes were issued through a private placement through the Initial Purchaser. The Company indirectly retained all of the Subordinated 2022 Notes.
The 2022 Asset Securitization is backed by a diversified portfolio of senior secured loans. Through January 25, 2024, all principal collections received on the underlying collateral may be used by the 2022 Issuer to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the 2022 Issuer, in accordance with the Company’s investment strategy and subject to customary conditions set forth in the documents governing the 2022 Asset-Backed Securitization, allowing the Company to maintain the initial leverage in the 2022 Asset-Backed Securitization. The Secured 2022 Notes are the secured obligation of the 2022 Issuer, and the indenture governing the Secured 2022 Notes includes customary covenants and events of default.
The Investment Adviser serves as collateral manager to the 2022 Issuer under a collateral management agreement and is entitled to receive a fee for providing these services. Pursuant to the Investment Advisory Agreement, the
TABLE OF CONTENTS
Golub Capital BDC 3, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
total fees paid to the Investment Adviser for rendering collateral management services, will be offset against the base management fee payable under the Investment Advisory Agreement.
On November 19, 2021 and February 4, 2022, the Company’s board of directors declared distributions to holders of record as set forth in the table below:
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Record Date | | Payment Date | | Amount Per Share |
December 20, 2021 | | February 28, 2022 | | Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period December 1, 2021 through December 31, 2021 per share |
January 20, 2022 | | March 23, 2022 | | Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period January 1, 2022 through January 31, 2022 per share |
February 25, 2022 | | May 23, 2022 | | Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period February 1, 2022 through February 28, 2022 per share |
March 21, 2022 | | May 23, 2022 | | Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period March 1, 2022 through March 31, 2022 per share |
April 29, 2022 | | July 25, 2022 | | Net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period April 1, 2022 through April 30, 2022 per share |
On February 4, 2022, the Company, together with GBDC 3 Funding II, entered into an amendment to the SB Revolver to extend the stated maturity date from February 4, 2022 to March 4, 2022. The other material terms of the SB Revolver were unchanged.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our interim and unaudited consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In this report, “we,” “us,” “our” and “GBDC 3” refer to Golub Capital BDC 3, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:
•our future operating results;
•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of the coronavirus, or COVID-19, pandemic;
•the effect of investments that we expect to make and the competition for those investments;
•our contractual arrangements and relationships with third parties;
•completion of a public offering of our securities or other liquidity event;
•actual and potential conflicts of interest with GC Advisors LLC, or GC Advisors, and other affiliates of Golub Capital LLC, or collectively, Golub Capital;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the use of borrowed money to finance a portion of our investments and the effect of the COVID-19 pandemic on the availability of equity and debt capital and our use of borrowed funds to finance a portion of our investments;
•the adequacy of our financing sources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•general economic and political trends and other external factors, including the COVID-19 pandemic;
•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the COVID-19 pandemic;
•the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;
•the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;
•the ability of GC Advisors to continue to effectively manage our business due to the disruptions caused by the COVID-19 pandemic;
•our ability to qualify and maintain our qualification as a regulated investment company, or RIC, and as a business development company;
•general price and volume fluctuations in the stock markets;
•the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, and the rules and regulations issued thereunder and any actions toward repeal thereof; and
•the effect of changes to tax legislation and our tax position.
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2021.
We have based the forward-looking statements included in this report on information available to us on the date of this report. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission, or the SEC, including Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This Quarterly Report on Form 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
Overview
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a business development company and a RIC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code. We were formed in August 2017 and commenced operations on October 2, 2017.
Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in, middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $45.0 billion in capital under management as of December 31, 2021, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.
Our investment activities are managed by GC Advisors and supervised by our board of directors of which a majority of the members are independent of us, GC Advisors and its affiliates.
Under an investment advisory agreement, or the Investment Advisory Agreement, which was most recently reapproved by our board of directors in May 2021, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. Under an administration agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.
We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $5.0 million to $30.0 million of capital, on average, in the securities of U.S. middle-market companies. We also selectively invest more than $30.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.
As of December 31, 2021 and September 30, 2021, our portfolio at fair value was comprised of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2021 | | As of September 30, 2021 | | |
Investment Type | | Investments at Fair Value (In thousands) | | Percentage of Total Investments | | Investments at Fair Value (In thousands) | | Percentage of Total Investments | | | | |
Senior secured | | $ | 249,955 | | | 13.0 | % | | $ | 257,585 | | | 17.9 | % | | | | |
One stop | | 1,561,901 | | | 81.3 | | | 1,130,203 | | | 78.5 | | | | | |
Second lien | | 11,683 | | | 0.6 | | | 11,121 | | | 0.8 | | | | | |
Subordinated debt | | 981 | | | 0.1 | | | 2 | | | 0.0 | * | | | | |
Equity | | 95,435 | | | 5.0 | | | 39,732 | | | 2.8 | | | | | |
Total | | $ | 1,919,955 | | | 100.0 | % | | $ | 1,438,643 | | | 100.0 | % | | | | |
*Represents an amount less than 0.1%
One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans or recurring revenue loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of December 31, 2021 and September 30, 2021, one stop loans included $253.7 million and $201.8 million, respectively, of late stage lending loans at fair value.
As of December 31, 2021 and September 30, 2021, we had debt and equity investments in 232 and 214 portfolio companies, respectively.
The following table shows the weighted average annualized income yield and weighted average annualized investment income yield of our earning portfolio company investments, which represented 100% of our debt investments, as well as the annualized total return based on our average net asset value and the total return based on the change in the net asset value of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | |
| |
| Three months ended | | |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | | | |
Weighted average income yield(1)* | 7.0% | | 7.0% | | 7.2% | | | | |
Weighted average investment income yield(2)* | 7.5% | | 7.5% | | 7.7% | | | | |
Total return based on average net asset value(3)* | 10.4% | | 8.7% | | 12.2% | | | | |
Total return based on net asset value per share(4) | 2.6% | | 2.2% | | 3.1% | | | | |
•Annualized for periods less than a year
(1)Represents income from interest and fees, excluding amortization of capitalized fees and discounts divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.
(2)Represents income from interest, fees and amortization of capitalized fees and discounts, divided by the average fair value of earning portfolio company investments, and does not represent a return to any investor in us.
(3)Total return based on average net asset value is calculated as (a) the net increase in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(4)Total return based on net asset value per share assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
As of December 31, 2021, GBDC 3 has earned an inception-to-date internal rate of return, or IRR, of 9.5% for stockholders taken as a whole. For the three months ended December 31, 2021 and 2020, GBDC 3 earned a fiscal year-to-date IRR of 16.6% and 13.1%, respectively, for stockholders taken as a whole. The IRR is the annualized
effective compound rate of return that brings a series of cash flows to the current value of the cash invested. The IRR was computed based on the actual dates of cash inflows (share issuances, including share issuances through the DRIP), outflows (capital distributions), the stockholders' net asset value, or NAV, at the end of the period and distributions declared and payable at the end of the period (residual value of the stockholders’ NAV and distributions payable as of each measurement date).
Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or payment-in-kind, or PIK, interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date. In addition, we generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. For additional details on revenues, see “Critical Accounting Policies - Revenue Recognition.”
We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments or derivative instruments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in the Consolidated Statements of Operations.
Expenses: Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•reimbursement to GC Advisors of organizational and offering expenses up to an aggregate amount of $0.7 million;
•calculating our NAV (including the cost and expenses of any independent valuation firm);
•fees and expenses incurred by GC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors and travel and lodging expenses;
•expenses related to unsuccessful portfolio acquisition efforts;
•administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);
•fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;
•transfer agent, dividend agent and custodial fees and expenses;
•U.S. federal and state registration and franchise fees;
•U.S. federal, state and local taxes;
•independent directors’ fees and expenses;
•costs of preparing and filing reports or other documents required by the SEC or other regulators;
•costs of any reports, proxy statements or other notices to stockholders, including printing costs;
•costs associated with individual or group stockholders;
•costs associated with compliance under the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
•our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
•proxy voting expenses; and
•all other expenses incurred by us or the Administrator in connection with administering our business.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
GC Advisors, as collateral manager for our indirect, wholly owneded, consolidated subsidiary, Golub Capital BDC 3 CLO 1 LLC, or the 2021 Issuer, under a collateral management agreement, or the 2021 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 2021 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2021 Collateral Management Agreement, the term “collection period” refers to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.
Collateral management fees are paid directly by the 2021 Issuer and are offset against the management fees payable under the Investment Advisory Agreement. In addition, the 2021 Issuer paid Deutsche Bank AG, New York Branch, structuring and placement fees for its services in connection with the structuring of the 2021 Debt Securitization (as defined in Note 8 of our consolidated financial statements). Term debt securitizations are also known as collateralized loan obligations, or CLOs, and are a form of secured financing incurred by us, which are consolidated by us and subject to our overall asset coverage requirement. The 2021 Issuer also agreed to pay 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 the 2021 Debt Securitization.
We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.
COVID-19 Pandemic
As a result of its rapid spread, COVID-19 was identified as a global pandemic by the World Health Organization in 2020. At various times during the course of the pandemic, orders have been issued and lifted restricting movement within a number of large metropolitan areas, including in some instances, orders to shelter in place. The outbreak of COVID-19 and its related negative public health developments have adversely affected workforces, customers, suppliers, economies and financial markets globally. Additional waves of the disease could result in, exacerbate or further prolong any economic downturn, the effects of which are impossible to predict. In addition, portfolio companies and our investments in such companies could be adversely impacted by the COVID-19 pandemic or any other pandemic, including by supply chain and other business disruptions, decreases in consumer demand, loss of personnel either to sickness or movement restrictions, and the resulting global market and economic disruptions.
We and GC Advisors continue to monitor the rapidly evolving situation relating to the COVID-19 pandemic and guidance from U.S. and international authorities, including federal, state and local public health authorities and future recommendations from such authorities may further impact our business operations and financial results. Due to the resurgence of COVID-19 and the threat of new variants of COVID-19, we remain cautious and concerned about the on-going impacts to the U.S. economy from COVID-19.
LIBOR Transition
In July 2017, the Financial Conduct Authority, or the FCA, announced its intention to cease sustaining the London Inter-Bank Offered Rate, or LIBOR, by the end of 2021. The FCA’s intention is that, after 2021, it will no longer be necessary for the FCA to persuade or compel banks to submit to LIBOR due to the development of alternative benchmark rates, which the FCA suggested should be based on transactions and not on reference rates that do not have active underlying markets to support them. In April 2018, the New York Federal Reserve Bank began publishing its alternative rate, the Secured Overnight Financing Rate or SOFR. The Bank of England followed suit in April 2018 by publishing its proposed alternative rate, the Sterling Overnight Index Average, or SONIA.
On November 30, 2020, LIBOR’s administrator, the ICE Benchmark Administration Limited, or the IBA, announced a consultation beginning in early December 2020 on its intention to cease the publication of the one-week and two-month U.S. dollar LIBOR, or USD LIBOR, settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings, including one-month and three-month LIBOR, immediately following the LIBOR publication on June 30, 2023. On March 5, 2021, the FCA released an announcement confirming that such LIBOR settings would cease to be provided by any administrator or no longer be representative as of the dates specified in the IBA proposal, and confirmed that the FCA does not expect any LIBOR settings will become unrepresentative before such dates. The IBA closed the consultation for feedback at the end of January 2021. Concurrent with the IBA’s proposal, the Federal Reserve Board, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation released a statement that (i) encouraged banks to cease entering into new contracts that use USD LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021, (ii) indicated that new contracts entered into before December 31, 2021 should either utilize a reference rate other than USD LIBOR or have robust fallback language that includes a clearly defined alternative reference rate after USD LIBOR’s discontinuation and (iii) explained that extending the publication of certain USD LIBOR tenors until June 30, 2023 would allow most legacy USD LIBOR contracts to mature before LIBOR experiences disruptions.
As such, if LIBOR in its current form does not survive and a replacement rate is not widely agreed upon or if a replacement rate is significantly different from LIBOR, it could cause a disruption in the credit markets generally. Such a disruption could also negatively impact the market value and/or transferability of our portfolio company investments. Furthermore, disruptions related to loans and/or other debt financing securitizations (CLOs) in the marketplace could have a material adverse effect on the ability of GC Advisors or its affiliates to enter into loans in the future in accordance with our investment strategy and have a material adverse effect on us. We could also be materially and adversely impacted to the extent GC Advisors or its affiliates are unable to successfully implement an acceptable replacement rate in leverage utilized by us or if there is a prolonged period of mismatch on the interest rates payable on our leverage and our portfolio investments as a result of the continued publication of LIBOR. A mismatch on the interest rates payable by any leverage incurred by us and the interest rate payable on the portfolio company investments could result in a decrease in our net investment income and distributions we are able to pay to our stockholders.
As of January 1, 2022, USD LIBOR is available in five settings (overnight, one-month, three-month, six-month and 12-month). The IBA has stated that it will cease to publish all remaining USD LIBOR settings immediately following their publication on June 30, 2023. As of January 1, 2022, all non-USD LIBOR reference rates in all settings ceased to be published. As of December 31, 2021, Golub Capital has amended all credit agreements to effectuate the transition to alternate reference rates for portfolio company debt investments priced via reference to non-USD LIBOR. In addition, Golub Capital is amending credit agreements to include fallback language to transition the reference rate of portfolio company debt investments priced via reference to USD LIBOR to an alternate reference rate, such as forward-looking term SOFR, based on prevailing market practices.
In anticipation of the discontinuation of LIBOR, we have assessed our current debt facilities for our exposure to LIBOR. We have amended the DB Credit Facility (as defined in Note 8 of our consolidated financial statements) to include fall-back language to SOFR and foreign alternative reference rates for U.S. dollar and foreign borrowings, respectively. The SB Revolver (as defined in Note 8 of our consolidated financial statements) currently utilizes a reference rate to one-, two-, or three-month USD LIBOR, which we expect to amend to reference a benchmark interest rate other than LIBOR, such as SOFR. The notes offered in the 2021 Debt Securitization (as defined in Note 8 of our consolidated financial statements) currently utilize a reference rate to three-month USD LIBOR. We may
seek to amend or refinance the 2021 Debt Securitization prior to June 30, 2023, the cessation date for three-month USD LIBOR. We expect any new debt facilities that we enter into subsequent to December 31, 2021 will reference a benchmark interest rate other than LIBOR, such as SOFR.
Recent Developments
On January 1, 2022, we entered into subscription agreements with additional stockholders totaling $129.7 million in the aggregate.
On January 13, 2022, we issued a capital call to stockholders that was due on January 24, 2022. The estimated shares and proceeds are summarized in the table below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Date | | Shares Issued | | NAV ($) per share | | Proceeds (in thousands) |
Issuance of Shares | 1/24/2022 | | 3,482,175.051 | | | $ | 15.00 | | | $ | 52,233 | |
On January 25, 2022, Golub Capital BDC 3 ABS 2022-1 LLC or the 2022 Issuer, our indirect, wholly owned, consolidated subsidiary, completed a $401.75 million asset-backed securitization, or the 2022 Asset-Backed Securitization. Asset-backed securitizations are a form of secured financing incurred by our subsidiary, which is consolidated into us, and subject to our overall asset coverage requirement. The notes offered in the 2022 Asset-Backed Securitization consist of $252.0 million of Class A Senior Secured Floating Rate Notes, which bear interest at a benchmark interest rate, which will initially be based on term SOFR, plus 2.0%, or the Secured 2022 Notes, and $149.75 million of subordinated notes, which do not bear interest, or the Subordinated 2022 Notes and, together with the Secured 2022 Notes, the 2022 Notes. The Secured 2022 Notes are due on January 18, 2030. The Subordinated 2022 Notes are due on January 25, 2122. The Secured 2022 Notes were issued through a private placement. We indirectly retained all of the Subordinated 2022 Notes.
The 2022 Asset Securitization is backed by a diversified portfolio of senior secured loans. Through January 25, 2024, all principal collections received on the underlying collateral may be used by the 2022 Issuer to purchase new collateral under the direction of GC Advisors, in its capacity as collateral manager of the 2022 Issuer, in accordance with our investment strategy and subject to customary conditions set forth in the documents governing the 2022 Asset-Backed Securitization, allowing us to maintain the initial leverage in the 2022 Asset-Backed Securitization. The Secured 2022 Notes are the secured obligation of the 2022 Issuer, and the indenture governing the Secured 2022 Notes includes customary covenants and events of default.
GC Advisors serves as collateral manager to the 2022 Issuer under a collateral management agreement and is entitled to receive a fee for providing these services. Pursuant to the Investment Advisory Agreement, the total fees paid to GC Advisors for rendering collateral management services, will be offset against the base management fee payable under the Investment Advisory Agreement.
On November 19, 2021 and February 4, 2022, the Board declared distributions to holders of record as set forth in the table below:
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Record Date | | Payment Date | | Amount Per Share | | | |
December 20, 2021 | | February 28, 2022 | | Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with generally accepted accounting principles in the United States of America, or GAAP, for the period December 1, 2021 through December 31, 2021 per share | | | |
January 20, 2022 | | March 23, 2022 | | Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period January 1, 2022 through January 31, 2022 per share | | | |
February 25, 2022 | | May 23, 2022 | | Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period February 1, 2022 through February 28, 2022 per share | | | |
March 21, 2022 | | May 23, 2022 | | Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period March 1, 2022 through March 31, 2022 per share | | | |
April 29, 2022 | | July 25, 2022 | | Net increase in net assets resulting from operations earned by us (if positive) as determined in accordance with GAAP for the period April 1, 2022 through April 30, 2022 per share | | | |
On February 4, 2022, we, together with GBDC 3 Funding II LLC, our direct, wholly owned subsidiary, entered into an amendment to the SB Revolver to extend the stated maturity date from February 4, 2022 to March 4, 2022. The other material terms of the SB Revolver were unchanged.
Consolidated Results of Operations
In addition to our analysis of the year-to-date reporting period compared to the year-to-date prior period, we are presenting our analysis for the reporting quarter compared to the immediately preceding quarter as we believe this comparison will provide a more meaningful analysis of our business as our results are largely driven by market changes, not seasonal business activity.
Consolidated operating results for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020 are below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Variances | | Variances | | | | |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | December 31, 2021 vs. September 30, 2021 | | December 31, 2021 vs. December 31, 2020 | | | | | | |
| (In thousands) |
Interest income | $ | 27,911 | | | $ | 21,548 | | | $ | 16,114 | | | $ | 6,363 | | | $ | 11,797 | | | | | | | |
Accretion of discounts and amortization of premiums | 2,160 | | | 1,322 | | | 1,256 | | | 838 | | | 904 | | | | | | | |
Dividend income | 53 | | | 189 | | | 39 | | | (136) | | | 14 | | | | | | | |
Fee income | 699 | | | 552 | | | 361 | | | 147 | | | 338 | | | | | | | |
Total investment income | 30,823 | | | 23,611 | | | 17,770 | | | 7,212 | | | 13,053 | | | | | | | |
Net expenses | 14,464 | | | 10,644 | | | 7,601 | | | 3,820 | | | 6,863 | | | | | | | |
Net investment income | 16,359 | | | 12,967 | | | 10,169 | | | 3,392 | | | 6,190 | | | | | | | |
Net realized gain (loss) on investment transactions | 2,100 | | | (431) | | | 299 | | | 2,531 | | | 1,801 | | | | | | | |
Net change in unrealized appreciation (depreciation) on investment transactions | 6,276 | | | 3,130 | | | 5,943 | | | 3,146 | | | 333 | | | | | | | |
Net increase in net assets resulting from operations | $ | 24,735 | | | $ | 15,666 | | | $ | 16,411 | | | $ | 12,889 | | | $ | 8,324 | | | | | | | |
Average earning portfolio company investments, at fair value | $ | 1,619,574 | | | $ | 1,244,975 | | | $ | 909,042 | | | $ | 374,599 | | | $ | 710,532 | | | | | | | |
Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. In addition, as we have continued to raise and deploy capital, we have experienced significant growth in total assets, total liabilities and net assets from December 31, 2020 to December 31, 2021. As a result, quarterly comparisons of operating results may not be meaningful.
Investment Income
Investment income increased from the three months ended September 30, 2021 to the three months ended December 31, 2021 by $7.2 million, primarily as a result of an increase in the average earning debt investments balance, which is the average balance of accruing loans in our debt investment portfolio, of $374.6 million and an increase in accretion income of $0.8 million resulting from increased payoffs of portfolio company investments. Investment income increased from the three months ended December 31, 2020 to the three months ended December 31, 2021 by $13.1 million, primarily as a result of an increase in the average earning debt investments balance of $710.5 million, an increase in accretion income of $0.9 million and an increase in fee income of $0.3 million driven by increased prepayment fee income resulting from increased payoffs of portfolio company investments.
The income yield by debt security type for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020 was as follows: | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | | | |
Senior secured | 5.5% | | 5.5% | | 5.6% | | | | |
One stop | 7.3% | | 7.3% | | 7.5% | | | | |
Second lien | 11.6% | | 16.5% | | 11.0% | | | | |
Subordinated debt | 8.4% | | 8.1% | | 3.3% | | | | |
Income yields on one stop and senior secured loans stayed consistent for the three months ended December 31, 2021 as compared to the three months ended September 30, 2021.
Income yields on one stop and senior secured loans decreased for the three months ended December 31, 2021 as compared to the three months ended December 31, 2020 primarily due to the general trend of interest rate compression on new investments.
Our loan portfolio is partially insulated from a drop in LIBOR as over 90.0% of the loan portfolio at fair value is subject to a LIBOR floor. As of December 31, 2021 and September 30, 2021, the weighted average LIBOR floor of our loans at fair value was 0.89% and 0.98%. The decrease in our portfolio’s weighted average LIBOR floor is primarily due to the majority of our new portfolio company investments originating with LIBOR floors ranging between 0.00% and 0.75%.
As of December 31, 2021, we have five second lien investments and one subordinated debt investment as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment.
For additional details on investment yields and asset mix, refer to the “Liquidity and Capital Resources - Portfolio Composition, Investment Activity and Yield” section below.
Expenses
The following table summarizes our expenses for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Variances | | Variances | | | | |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | December 31, 2021 vs. September 30, 2021 | | December 31, 2021 vs. December 31, 2020 | | | | | | |
| (In thousands) |
Interest and facility fee expenses | $ | 4,486 | | | $ | 3,315 | | | $ | 2,219 | | | $ | 1,171 | | | $ | 2,267 | | | | | | | |
Amortization of debt issuance costs | 687 | | | 533 | | | 455 | | | 154 | | | 232 | | | | | | | |
Base management fee, net of waiver | 4,235 | | | 3,246 | | | 2,422 | | | 989 | | | 1,813 | | | | | | | |
Income incentive fee, net of waiver | 3,088 | | | 2,354 | | | 1,794 | | | 734 | | | 1,294 | | | | | | | |
Capital gain incentive fee accrued under GAAP, net of waiver | 1,141 | | | 375 | | | — | | | 766 | | | 1,141 | | | | | | | |
Professional fees | 267 | | | 215 | | | 307 | | | 52 | | | (40) | | | | | | | |
Administrative service fee | 485 | | | 544 | | | 344 | | | (59) | | | 141 | | | | | | | |
General and administrative expenses | 75 | | | 62 | | | 60 | | | 13 | | | 15 | | | | | | | |
Net expenses | $ | 14,464 | | | $ | 10,644 | | | $ | 7,601 | | | $ | 3,820 | | | $ | 6,863 | | | | | | | |
Average debt outstanding | $ | 780,485 | | | $ | 597,447 | | | $ | 410,011 | | | $ | 183,038 | | | $ | 370,474 | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Interest Expense
Interest and other debt financing expenses, including amortization of debt issuance costs, increased by $1.3 million, from the three months ended September 30, 2021 to the three months ended December 31, 2021 primarily due to an increase in interest and facility fee expense resulting from an increase in weighted average outstanding borrowings of $183.0 million.
Interest and other debt financing expenses, including amortization of debt issuance costs, increased by $2.5 million, from the three months ended December 31, 2020 to the three months ended December 31, 2021 primarily due to an increase in interest and facility fee expense resulting from an increase in weighted average outstanding borrowings of $370.5 million from the three months ended December 31, 2020 to the three months ended December 31, 2021.
For the three months ended December 31, 2021, September 30, 2021 and December 31, 2020, the effective annualized average interest rate, which includes amortization of debt financing costs and non-usage facility fees, on our total debt was 2.6%, 2.6% and 2.6%, respectively. The effective average interest rate was consistent at 2.6% for each of the three months ended December 31, 2021, September 30, 2021 and December 31, 2020 primarily due to LIBOR remaining relatively flat throughout the periods.
Management Fees
The base management fee, net of waiver, increased as a result of an increase in average gross assets from the three months ended September 30, 2021 to the three months ended December 31, 2021.
The base management fee, net of waiver, increased as a result of an increase in average gross assets from the three months ended December 31, 2020 to the three months ended December 31, 2021.
Incentive Fees
The incentive fee payable under the Investment Advisory Agreement consists of two parts: (1) the income component, or the Income Incentive Fee, and (2) the capital gains component, or the Capital Gain Incentive Fee. The Income Incentive Fee increased by $0.7 million from the three months ended September 30, 2021 to the three months ended December 31, 2021, primarily as a result of an increase in our average earning debt investment balances that resulted in an increase in our Pre-Incentive Fee Net Investment Income (as defined in Note 4 to our consolidated financial statements). The Income Incentive Fee increased by $1.3 million for the three months ended December 31, 2021 compared to the three months ended December 31, 2020, primarily as a result of an increase in our average earning debt investment balances that resulted in an increase in our Pre-Incentive Fee Net Investment Income. For each of the three months ended December 31, 2021, September 30, 2021 and December 31, 2020, we were fully through the catch-up provision of the Income Incentive Fee calculation and the Income Incentive Fee as a percentage of Pre-Incentive Fee Net Investment Income, net of waiver, was 15.0%
For each of the three months ended December 31, 2021 and September 30, 2021, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement. In accordance with GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the Capital Gain Incentive Fee actually payable under the Investment Advisory Agreement. For the three months ended December 31, 2021 and September 30, 2021, we recorded an accrual for the capital gain incentive fee under GAAP, net of waiver, of $1.1 million and $0.4 million, respectively. There was no accrual for the capital gain incentive fee under GAAP for the three months ended December 31, 2020. As of December 31, 2021, the cumulative capital gain incentive fee accrual calculated in accordance with GAAP, net of waiver, was $3.3 million. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year. No Capital Gain Incentive Fees have been payable as calculated under the Investment Advisory Agreement. For additional details on unrealized appreciation and depreciation of investments, refer to the “Net Realized and Unrealized Gains and Losses” see section below.
Professional Fees, Administrative Service Fees, and General and Administrative Expenses
In total, professional fees, the administrative service fee, and general and administrative expenses remained relatively flat from the three months ended September 30, 2021 to the three months ended December 31, 2021. In total, professional fees, the administrative service fee, and general and administrative expenses increased modestly from the three months ended December 31, 2020 to the three months ended December 31, 2021, primarily due to an increase in the administrative service fee driven by investments in information technology and human capital.
In general, we expect certain of our operating expenses, including professional fees, the administrative service fee, and other general and administrative expenses to decline as a percentage of our total assets during periods of growth and increase as a percentage of our total assets during periods of asset declines.
The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed to the Administrator during the three months ended December 31, 2021, September 30, 2021 and December 31, 2020 were $0.3 million, $0.3 million and $0.2 million, respectively.
As of December 31, 2021 and September 30, 2021, included in accounts payable and accrued expenses were $0.6 million and $0.3 million, respectively, for accrued expenses paid on behalf of us by the Administrator.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Variances | | | | | | Variances |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | December 31, 2021 vs. September 30, 2021 | | | | | | | | December 31, 2021 vs. December 31, 2020 |
| (In thousands) |
Net realized gain (loss) from investments | $ | 1,833 | | | $ | 418 | | | $ | 289 | | | $ | 1,415 | | | | | | | | | $ | 1,544 | |
Net realized gain (loss) from foreign currency transactions | 267 | | | (849) | | | 10 | | | 1,116 | | | | | | | | | 257 | |
Net realized gain (loss) on investment transactions | $ | 2,100 | | | $ | (431) | | | $ | 299 | | | $ | 2,531 | | | | | | | | | $ | 1,801 | |
Unrealized appreciation from investments | $ | 10,959 | | | $ | 6,223 | | | $ | 10,395 | | | $ | 4,736 | | | | | | | | | $ | 564 | |
Unrealized (depreciation) from investments | (4,885) | | | (4,617) | | | (3,666) | | | (268) | | | | | | | | | (1,219) | |
Unrealized appreciation (depreciation) from forward currency contracts | (66) | | | 800 | | | (692) | | | (866) | | | | | | | | | 626 | |
Unrealized appreciation (depreciation) on foreign currency translation | 268 | | | 724 | | | (94) | | | (456) | | | | | | | | | 362 | |
Net change in unrealized appreciation (depreciation) on investment transactions | $ | 6,276 | | | $ | 3,130 | | | $ | 5,943 | | | $ | 3,146 | | | | | | | | | $ | 333 | |
During the three months ended December 31, 2021, we had a net realized gain on investment transactions of $2.1 million, primarily attributable to recognized realized gains on the sale of equity investments in multiple portfolio companies. During the three months ended September 30, 2021, we had a net realized loss of $0.4 million primarily due to realized losses from foreign currency transactions. During the three months ended December 31, 2020, we had a net realized gain on investment transactions of $0.3 million primarily attributable to recognized realized gains on the sale of equity investments in multiple portfolio companies.
For the three months ended December 31, 2021, we had $11.0 million in unrealized appreciation on 113 portfolio company investments, which was offset by $4.9 million in unrealized depreciation on 134 portfolio company investments. Unrealized appreciation for the three months ended December 31, 2021 primarily resulted from better than expected performance of our portfolio companies. Unrealized depreciation for the three months ended December 31, 2021 primarily resulted from the amortization of discounts, negative credit related adjustments that caused a reduction in fair value and the reversal of the net unrealized appreciation associated with the sale of portfolio company investments.
For the three months ended September 30, 2021, we had $6.2 million in unrealized appreciation on 128 portfolio company investments, which was offset by $4.6 million in unrealized depreciation on 113 portfolio company investments. Unrealized appreciation for the three months ended September 30, 2021, primarily resulted from better than expected performance of our portfolio companies. Unrealized depreciation for the three months ended September 30, 2021, primarily resulted from the amortization of discounts, negative credit related adjustments that caused a reduction in fair value and the reversal of the net unrealized appreciation associated with the sale of portfolio company investments.
For the three months ended December 31, 2020, we had $10.4 million in unrealized appreciation on 91 portfolio company investments, which was offset by $3.7 million in unrealized depreciation on 69 portfolio company investments. Unrealized appreciation for the three months ended December 31, 2020 primarily resulted from better than expected performance of our portfolio companies and credit market conditions beginning to recover from the COVID-19 pandemic.
Liquidity and Capital Resources
For the three months ended December 31, 2021, we experienced a net decrease in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies of $36.9 million. During the period we used $456.0 million in operating activities, primarily as a result of fundings of portfolio investments of $579.5 million, partially offset by proceeds from principal payments and sales of portfolio investments of $109.4 million. During the same period, cash provided by financing activities was $419.1 million, primarily driven by borrowings on debt of $381.0 million, proceeds from other short-term borrowings of $52.5 million and proceeds from the issuance of common shares of $201.0 million, that were partially offset by repayments of debt of $196.8 million and distributions paid of $17.5 million.
For the three months ended December 31, 2020, we experienced a net increase in cash and cash equivalents, foreign currencies, restricted cash and cash equivalents and restricted foreign currencies of $2.1 million. During the period we used $122.9 million in operating activities, primarily as a result of fundings of portfolio investments of $167.7 million, partially offset by proceeds from principal payments and sales of portfolio investments of $35.5 million. During the same period, cash provided by financing activities was $125.0 million, primarily driven by borrowings on debt of $160.2 million, that were partially offset by repayments of debt of $25.8 million, debt issuance costs of $1.0 million and distributions paid of $8.4 million.
As of December 31, 2021 and September 30, 2021, we had cash and cash equivalents of $16.3 million and $52.0 million, respectively. In addition, as of December 31, 2021 and September 30, 2021, we had foreign currencies of $0.7 million and $1.4 million, respectively, restricted cash and cash equivalents of $35.5 million and $35.5 million, respectively, and restricted foreign currencies of $0.9 million and $1.2 million, respectively. Cash and cash equivalents and foreign currencies are available to fund new investments, pay operating expenses and pay distributions. Restricted cash and cash equivalents and restricted foreign currencies can be used to pay principal and interest on our credit facilities and to fund new investments that meet the guidelines under our credit facilities, as applicable.
As of December 31, 2021 and September 30, 2021, we had investor capital subscriptions totaling $1,177.1 million and $1,096.5 million, respectively, of which $968.8 million and $767.9 million, respectively, had been called and contributed, leaving $208.3 million and $328.6 million of uncalled investor capital subscriptions, respectively.
Revolving Credit Facilities
SB Revolver - As of December 31, 2021 and September 30, 2021, we had $156.0 million and $246.4 million outstanding on the SB Revolver (as defined in Note 8 of our consolidated financial statements), respectively. As of December 31, 2021 and September 30, 2021, subject to leverage and borrowing base restrictions, we had approximately $24.0 million and $28.6 million of remaining commitments, respectively, and no availability as of both December 31, 2021 and September 30, 2021 on the SB Revolver. Effective November 26, 2021, borrowings permitted under the SB Revolver were reduced to $180.0 million from $275.0 million. On February 4, 2022, we amended the SB Revolver to extend maturity to March 4, 2022 from February 4, 2022. We expect to further amend the SB Revolver to extend the maturity date prior to March 4, 2022.
DB Credit Facility - As of December 31, 2021 and September 30, 2021, the DB Credit Facility (as defined in Note 8 of our consolidated financial statements) allowed GBDC 3 Funding LLC, or GBDC 3 Funding, to borrow up to $450.0 million and $250.0 million, respectively, at any one time outstanding, subject to leverage and borrowing base restrictions. As of December 31, 2021 and September 30, 2021, we had $430.8 million and $156.0 million outstanding under the DB Credit Facility, respectively. As of December 31, 2021 and September 30, 2021, subject to leverage and borrowing base restrictions, we had approximately $19.2 million and $94.0 million of remaining commitments, respectively, and $19.2 million and $94.0 million of availability on the DB Credit Facility, respectively.
Adviser Revolver - As of December 31, 2021 and September 30, 2021, we were permitted to borrow up $40.0 million at any one time outstanding under the Adviser Revolver (as defined in Note 8 of our consolidated financial statements). As of both December 31, 2021 and September 30, 2021, we had no borrowings outstanding under the Adviser Revolver.
Debt Securitizations
2021 Debt Securitization - On March 11, 2021, we completed the 2021 Debt Securitization. The Class A, Class B, Class C-1, and Class C-2 2021 Notes are included in the December 31, 2021 Consolidated Statement of Financial Condition as our debt, and the Class D and Subordinated 2021 Notes were eliminated in consolidation. As of both December 31, 2021 and September 30, 2021, we had outstanding debt under the 2021 Debt Securitization of $298.0 million.
Asset Coverage, Contractual Obligations, Off-Balance Sheet Arrangements and Other Liquidity Considerations
In accordance with the 1940 Act, with certain limited exceptions, we are currently allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. We have not sought or obtained approval to reduce our asset coverage ratio as permitted by and subject to the requirements of Section 61(a)(2) of the 1940 Act and, as a result, remain subject to the 200% asset coverage requirement under Section 61(a)(1) of the 1940 Act. We currently intend to continue to target a GAAP debt-to-equity ratio of 0.85x. As of December 31, 2021, our asset coverage for borrowed amounts was 209.1%.
As of December 31, 2021, we had outstanding commitments to fund investments totaling $368.9 million, including $21.2 million of commitments on undrawn revolvers. As of September 30, 2021, we had outstanding commitments to fund investments totaling $180.4 million, including $17.4 million of commitments on undrawn revolvers. There is no guarantee that these amounts will be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of December 31, 2021 and September 30, 2021, respectively, subject to the terms of each loan’s respective credit agreement. A summary of maturity requirements for our principal borrowings as of December 31, 2021 is included in Note 8 of our consolidated financial statements. We did not have any other material contractual payment obligations as of December 31, 2021. As of December 31, 2021, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments and cash balances that we maintain, availability under our SB Revolver, DB Credit Facility and Adviser Revolver, ongoing principal repayments on debt investment assets and uncalled investor capital subscriptions.
In addition, we have entered and, in the future, may again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 6 for outstanding forward currency contracts as of December 31, 2021 and September 30, 2021. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against us, we may not achieve the anticipated benefits of the derivative instruments and may realize a loss. We minimize market risk through monitoring its investments and borrowings.
Although we expect to fund the growth of our investment portfolio through net proceeds from capital calls on existing and future investor capital subscriptions and through our dividend reinvestment plan as well as future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our efforts to raise capital will be successful. In addition, we can amend, refinance, or enter into new leverage facilities. In addition to capital not being available, it also could not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we expect to receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy.
Portfolio Composition, Investment Activity and Yield
As of December 31, 2021 and September 30, 2021, we had investments in 232 and 214 portfolio companies, respectively, with a total fair value of $1,920.0 million and $1,438.6 million, respectively.
The following table shows the asset mix of our new investment commitments for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | | | |
| (In Thousands) | | Percentage | | (In Thousands) | | Percentage | | (In Thousands) | | Percentage | | | | | | | | |
Senior secured | $ | 30,373 | | | 3.9 | % | | $ | 55,107 | | | 14.3 | % | | $ | 14,595 | | | 8.3 | % | | | | | | | | |
One stop | 694,916 | | | 89.1 | | | 310,392 | | | 80.5 | | | 158,009 | | | 90.0 | | | | | | | | | |
Second lien | 274 | | | 0.0 | * | | 9,280 | | | 2.4 | | | 1,356 | | | 0.8 | | | | | | | | | |
Subordinated debt | 996 | | | 0.1 | | | — | | | — | | | — | | | — | | | | | | | | | |
Equity | 53,346 | | | 6.9 | | | 10,726 | | | 2.8 | | | 1,669 | | | 0.9 | | | | | | | | | |
Total new investment commitments | $ | 779,905 | | | 100.0 | % | | $ | 385,505 | | | 100.0 | % | | $ | 175,629 | | | 100.0 | % | | | | | | | | |
* Represents an amount less than 0.1%
For the three months ended December 31, 2021 and 2020, we had approximately $109.4 million and $35.5 million, respectively, in proceeds from principal payments and sales of equity investments in portfolio companies.
The following table shows the principal, amortized cost and fair value of our portfolio of investments by asset class: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 (1) | | As of September 30, 2021 (2) |
| Principal | | Amortized Cost | | Fair Value | | Principal | | Amortized Cost | | Fair Value |
| (In thousands) | | (In thousands) |
Senior secured: | | | | | | | | | | | |
Performing | $ | 251,915 | | | $ | 249,047 | | | $ | 249,955 | | | $ | 260,043 | | | $ | 257,252 | | | $ | 257,585 | |
Non-accrual(3) | — | | | — | | | — | | | — | | | — | | | — | |
One stop: | | | | | | | | | | | |
Performing | 1,573,199 | | | 1,552,528 | | | 1,561,901 | | | 1,137,277 | | | 1,122,954 | | | 1,130,203 | |
Non-accrual(3) | — | | | — | | | — | | | — | | | — | | | — | |
Second lien: | | | | | | | | | | | |
Performing | 11,768 | | | 11,570 | | | 11,683 | | | 11,429 | | | 11,223 | | | 11,121 | |
Non-accrual(3) | — | | | — | | | — | | | — | | | — | | | — | |
Subordinated debt: | | | | | | | | | | | |
Performing | 996 | | | 976 | | | 981 | | | 2 | | | 1 | | | 2 | |
Non-accrual(3) | — | | | — | | | — | | | — | | | — | | | — | |
Equity | N/A | | 82,654 | | | 95,435 | | | N/A | | 30,107 | | | 39,732 | |
Total | $ | 1,837,878 | | | $ | 1,896,775 | | | $ | 1,919,955 | | | $ | 1,408,751 | | | $ | 1,421,537 | | | $ | 1,438,643 | |
(1)As of December 31, 2021, $101.3 million and $100.0 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of interest due on such loan to be PIK interest.
(2)As of September 30, 2021, $98.1 million and $96.2 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of interest due on such loan to be PIK interest.
(3)We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal and interest or our management has reasonable doubt that principal or interest will be collected. See “— Critical Accounting Policies — Revenue Recognition.”
As of December 31, 2021 and September 30, 2021, we had no loans on non-accrual status. As of December 31, 2021 and September 30, 2021, the fair value of our debt investments as a percentage of the outstanding principal value was 99.3% and 99.3%, respectively.
The following table shows the weighted average rate, spread over LIBOR of floating rate and fees of investments originated for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | |
| December 31, 2021 | | September 30, 2021 | | December 31, 2020 | | | | | | |
Weighted average rate of new investment fundings | 6.5% | | 6.4% | | 7.1% | | | | | | |
Weighted average spread over LIBOR of new floating rate investment fundings | 5.7% | | 5.8% | | 6.1% | | | | | | |
Weighted average fees of new investment fundings | 1.1% | | 1.2% | | 1.6% | | | | | | |
Weighted average rate of sales and payoffs of portfolio investments | 6.8% | | 5.2% | | 6.6% | | | | | | |
| | | | | | | | | | | |
As of December 31, 2021 and September 30, 2021, 98.6% and 89.3%, respectively of our debt portfolio at fair value and at amortized cost had interest rate floors that limit the minimum applicable interest rates on such loans.
As of December 31, 2021 and September 30, 2021, the portfolio median earnings before interest, taxes, depreciation and amortization, or EBITDA, for our portfolio companies was $50.2 million and $45.4 million, respectively. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.
As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings: | | | | | | | | |
| | |
Internal Performance Ratings |
Rating | | Definition |
5 | | Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable. |
4 | | Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable. |
3 | | Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due. |
2 | | Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due). |
1 | | Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered. |
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.
GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.
The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of December 31, 2021 and September 30, 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2021 | | As of September 30, 2021 | | |
Internal Performance Rating | | Investments at Fair Value (In thousands) | | Percentage of Total Investments | | Investments at Fair Value (In thousands) | | Percentage of Total Investments | | | | | |
5 | | $ | 79,783 | | | 4.2 | % | | $ | 81,941 | | | 5.7 | % | | | | | |
4 | | 1,812,755 | | | 94.4 | | | 1,321,794 | | | 91.9 | | | | | | |
3 | | 27,258 | | | 1.4 | | | 34,864 | | | 2.4 | | | | | | |
2 | | 159 | | | 0.0 | * | | 44 | | | 0.0 * | | | | | |
1 | | — | | | — | | | — | | | — | | | | | | |
Total | | $ | 1,919,955 | | | 100.0 | % | | $ | 1,438,643 | | | 100.0 | % | | | | | |
* Represents an amount less than 0.1%
Distributions
We intend to make periodic distributions to our stockholders as determined by our board of directors. For additional information on distributions, see “Critical Accounting Policies - Income Taxes.”
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, the asset coverage requirements applicable to us as a business development company under the 1940 Act could limit our ability to make distributions. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations can differ from net investment income and realized gains recognized for financial reporting purposes. Differences are permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
To the extent our taxable earnings fall below the total amount of our distributions for any tax year, a portion of those distributions could be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders could be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We entered into the Investment Advisory Agreement with GC Advisors. Each of Mr. Lawrence Golub, our chairman, and Mr. David Golub, our president and chief executive officer, is a manager of GC Advisors, and each of Messrs. Lawrence Golub and David Golub owns an indirect pecuniary interest in GC Advisors.
•Golub Capital LLC provides, and other affiliates of Golub Capital have historically provided, us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.
•We have entered into a license agreement with Golub Capital LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital”.
•Under a staffing agreement, or the Staffing Agreement, Golub Capital LLC has agreed to provide GC Advisors with the resources necessary to fulfill its obligations under the Investment Advisory Agreement. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee will serve in such capacity. Services under the Staffing Agreement are provided on a direct cost reimbursement basis. We are not a party to the Staffing Agreement.
•We have entered into the Adviser Revolver with GC Advisors in order to have the ability to borrow funds on a short-term basis.
•GC Advisors serves as collateral manager to the 2021 Issuer under the 2021 Collateral Management Agreement. Fees payable to GC Advisors for providing these services offset against the base management fee payable by us under the Investment Advisory Agreement.
•As of December 31, 2021, GCOP LLC, an affiliate of GC Advisors, had an aggregate commitment to us of $23.0 million. As of December 31, 2021, we have issued 1,535,029.020 shares of our common stock to GCOP LLC in exchange for aggregate capital contributions totaling $23.0 million. We have also issued 161,263.383 shares to GCOP LLC through the DRIP.
•As of December 31, 2021, GEMS Fund 4, L.P., a Delaware limited partnership whose general partner is controlled by GC Advisors, had an aggregate commitment to us of $27.5 million. As of December 31, 2021, we have issued 1,834,523.315 shares of our common stock to GEMS Fund 4, L.P. in exchange for aggregate capital contributions totaling $27.5 million.
•We and GC Advisors have entered into a placement agent agreement with an unaffiliated third party for the placement of shares of the Company's common stock. We do not assume any fees associated with this transaction, as GC Advisors is covering all fees under the arrangement.
GC Advisors also sponsors or manages, and expects in the future to sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as “accounts”) that have investment mandates that are similar, in whole and in part, with ours. For example, GC Advisors presently serves as the investment adviser to Golub Capital BDC, Inc. (Nasdaq: GBDC) and Golub Capital Direct Lending Corporation, both of which are business development companies focused on investing primarily in one stop and other senior secured loans of U.S. middle-market companies. In addition, our officers and directors serve in similar capacities for Golub Capital BDC, Inc. and Golub Capital Direct Lending Corporation. If GC Advisors and its affiliates determine that an investment is appropriate for us and for other such accounts, depending on the availability of such investment and other appropriate factors, and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates could determine that we should invest side-by-side with one or more other accounts. We do not intend to make any investments if they are not permitted by applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with GC Advisors’ allocation procedures.
In addition, we have adopted a formal code of ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the General Corporation Law of the State of Maryland.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported.
Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.
Fair Value Measurements
We value investments for which market quotations are readily available at their market quotations. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith by our board of directors under our valuation policy and process.
Valuation methods include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. The factors that are taken into account in fair value pricing investments include: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments can differ significantly from the values that would have been used had a readily available market value existed for such investments and differ materially from values that are ultimately received or settled.
Our board of directors is ultimately and solely responsible for determining, in good faith, the fair value of investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value determination.
With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our quarterly valuation process begins with each portfolio company investment being initially valued by the investment professionals of GC Advisors responsible for credit monitoring. Preliminary valuation conclusions are then documented and discussed with our senior management and GC Advisors. The audit committee of our board of directors reviews these preliminary valuations. At least once annually, the valuation for each portfolio investment, subject to a de minimis threshold, is reviewed by an independent valuation firm. The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.
Determination of fair values involves subjective judgments and estimates. Under current accounting standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.
We follow ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or liability. We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three months ended December 31, 2021 and 2020. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Valuation of Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by our board of directors, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. As of December 31, 2021 and September 30, 2021, with the exception of money market funds included in cash and cash equivalents and restrictive cash and cash equivalents (Level 1 investments) and forward currency contracts (Level 2 investments), all investments were valued using Level 3 inputs of the fair value hierarchy.
When determining fair value of Level 3 debt and equity investments, we may take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. A portfolio company’s EBITDA may include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or
liquidation sale, we may realize significantly less than the value at which such investment had previously been recorded.
Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
In connection with each sale of shares of our common stock, we make a determination that we are not selling shares of our common stock at a price below the then-current net asset value per share of common stock at the time at which the sale is made or otherwise in violation of the 1940 Act. GC Advisors will consider the following factors, among others, in making such determination:
•The net asset value of our common stock disclosed in the most recent periodic report filed with the SEC;
•Its assessment of whether any change in the net asset value per share of our common stock has occurred (including through the realization of gains on the sale of portfolio securities) during the period beginning on the date of the most recently disclosed net asset value per share of our common stock and ending two days prior to the date of the sale; and
•The magnitude of the difference between the sale price of the shares of common stock and management’s assessment of any change in the net asset value per share of our common stock during the period discussed above.
Valuation of Other Financial Assets and Liabilities
Fair value of our debt and other short-term borrowings is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
Revenue Recognition:
Our revenue recognition policies are as follows:
Investments and Related Investment Income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments. Premiums, discounts, and origination fees are amortized or accreted into interest income over the life of the respective debt investment. For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not likely to be collectible. In addition, we may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans and record these fees as fee income when earned. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from limited liability company, or LLC, and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
We account for investment transactions on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in fair value of investments from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in our Consolidated Statements of Operations.
Non-accrual: Loans may be left on accrual status during the period we are pursuing repayment of the loan. Management reviews all loans that become past due 90 days or more on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. We restore non-accrual loans to accrual status when past due principal and interest are paid and, in our management’s judgment, are likely to remain current. As of December 31, 2021 and September 30, 2021, we had no portfolio company investments on non-accrual status.
Income taxes:
We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders, which will generally relieve us from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next tax year. We may then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For each of the three months ended December 31, 2021 and 2020, we did not incur any U.S federal excise tax.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification may result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a quarterly basis. The loans that are subject to floating LIBOR are also typically subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of December 31, 2021 and September 30, 2021, the weighted average LIBOR floor on the loans subject to floating interest rates was 0.89% and 0.98%, respectively. The SB Revolver has a floating interest rate provision based on the one-month, two-month, or three-month LIBOR + 1.70%, the DB Credit Facility has a floating interest rate provision equal to three-month LIBOR + 2.00% and the Adviser Revolver has a floating interest rate provision equal to the short-term Applicable Federal Rate. In addition, the Class A, B, and C-1 2021 Notes issued in connection with the 2021 Debt Securitization have floating rate interest provisions based on three-month LIBOR that resets quarterly. We expect that other credit facilities into which we enter in the future could have floating interest rate provisions.
In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we can earn on any portfolio investments, a decrease in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR.
Assuming that the interim and unaudited Consolidated Statement of Financial Condition as of December 31, 2021 was to remain constant and that we took no actions to alter our interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates. | | | | | | | | | | | | | | | | | | | | |
Change in interest rates | | Increase (decrease) in interest income | | Increase (decrease) in interest expense | | Net increase (decrease) in investment income |
| | (In thousands) |
Down 25 basis points | | $ | (180) | | | $ | (2,187) | | | $ | 2,007 | |
Up 50 basis points | | 416 | | | 4,374 | | | (3,958) | |
Up 100 basis points | | 5,592 | | | 8,748 | | | (3,156) | |
Up 150 basis points | | 14,036 | | | 13,122 | | | 914 | |
Up 200 basis points | | 22,494 | | | 17,496 | | | 4,998 | |
Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of December 31, 2021, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowings under the SB Revolver, the DB Credit Facility, the Adviser Revolver, the 2021 Debt Securitization or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.
We could in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.
Item 4. Controls and Procedures.
As of December 31, 2021 (the end of the period covered by this report), management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Part II - Other Information
Item 1: Legal Proceedings.
We, GC Advisors and Golub Capital LLC may, from time to time, be involved in legal and regulatory proceedings arising out of our and their respective operations in the normal course of business or otherwise. While there can be no assurance of the ultimate disposition of any such proceedings, each of us, GC Advisors and Golub Capital LLC do not believe it is currently subject to any material legal proceedings.
Item 1A: Risk Factors.
There have been no material changes during the three months ended December 31, 2021 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2021.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.
Previously disclosed on Form 8-K filings.
Item 3: Defaults Upon Senior Securities.
None.
Item 4: Mine Safety Disclosures.
None.
Item 5: Other Information.
None.
Item 6: Exhibits.
EXHIBIT INDEX | | | | | | | | | | | |
| | |
Number | | Description |
| | | |
| | Letter Re: Reduction of Commitment from Golub Capital BDC 3, Inc. and GBDC 3 Funding II LLC to Signature Bank, dated as of November 19, 2021. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01244). filed on November 29, 2021). | |
| | Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of October 29, 2021, among GBDC 3 Funding LLC, as borrower, Golub Capital BDC 3, Inc., as servicer, and Deutsche Bank AG, New York Branch, as facility agent, as agent and as a committed lender. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01244). filed on November 3, 2021). | |
| | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* | |
| | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* | |
| | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
_________________
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | |
| | Golub Capital BDC 3, Inc. |
| | A Maryland Corporation |
| | |
Date: February 11, 2022 | By: | /s/ David B. Golub |
| | David B. Golub |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
Date: February 11, 2022 | By: | /s/ Christopher C. Ericson |
| | Christopher C. Ericson |
| | Chief Financial Officer |
| | (Principal Accounting and Financial Officer) |