UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 17, 2024
GOLUB CAPITAL DIRECT LENDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| maryland | | 814-01412 | | 87-1489837 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 200 Park Avenue, 25th Floor, New York, NY | 10166 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 750-6060
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
Emerging growth company x
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.
| Item 1.01. | Entry into a Material Definitive Agreement |
Deutsche Bank Credit Facility Amendment
On October 17, 2024, GDLC Funding II LLC (“GDLC Funding”), a direct wholly-owned subsidiary of Golub Capital Direct Lending Corporation (the “Company”), entered into an amendment (and together with certain other documents executed concurrently, the “Second DB Facility Amendment”) to the documents governing the loan financing and servicing agreement initially entered into on May 14, 2024, by and among the Company, GDLC Funding, the lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents party thereto, each of the entities from time to time party thereto as securitization subsidiaries and Computershare Trust Company, National Association, as collateral agent and as collateral custodian (the “DB Credit Facility”).
The Second DB Facility Amendment, among other things, increases the borrowing capacity under the DB Credit Facility from $300.0 million to $450.0 million and decreases the applicable margin to 2.10% per annum during the Revolving Period, and 2.60% per annum after the Revolving Period. The other material terms of the DB Credit Facility were unchanged.
GC Advisors Revolver Amendment
On October 21, 2024, the Company entered into the first amendment (the “Advisor Revolver Amendment”) to the Amended and Restated Revolving Loan Agreement, dated as of November 15, 2021 (the “Adviser Revolver”), by and between the Company, as the borrower, and GC Advisors LLC, as the lender.
The Advisor Revolver Amendment amended the Adviser Revolver to extend the maturity date of the Adviser Revolver to October 21, 2027. The other material terms of the Advisor Revolver were unchanged.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1* | Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of May 14, 2024, by and among GDLC Funding II LLC, as borrower, Golub Capital Direct Lending Corporation, as equityholder and as servicer, the lenders from time to time party 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 Computershare Trust Company, National Association, as collateral agent and as collateral custodian, dated as of October 17, 2024. |
| 10.2 | Amendment No. 1 to the Amended and Restated Revolving Loan Agreement, dated as of November 15, 2021, by and among Golub Direct Lending Corporation, as borrower, and GC Advisors LLC, as lender, dated as of October 21, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital Direct Lending Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Golub Capital Direct Lending Corporation |
| | |
| Date: October 22, 2024 | By: | /s/ Christopher C. Ericson |
| | Name: | Christopher Ericson |
| | Title: | Chief Financial Officer |
