UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________________________________________________________
Form 10-K/A
(Amendment No. 1)
_____________________________________________________________________________________________ | | | | | | | | |
(Mark One) |
ý | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the fiscal year ended September 30, 2022 |
| | 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: 814-01412
Golub Capital Direct Lending Corporation
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
Maryland | | 87-1489837 |
(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) | | (Zip Code) |
(212) 750-6060
(Registrant’s Telephone Number, Including Area Code)
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 |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes o No ý
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 ý 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 (§232.405 of this chapter) 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 or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): | | | | | |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company o |
Emerging growth company ý | |
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. ý
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ý No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).Yes o No ý
As of September 30, 2022, there was no established public market for the Registrant's common stock.
The number of shares of the Registrant's common stock, $0.001 par value, outstanding as of December 6, 2022 is 10,085,133.581.
EXPLANATORY NOTE
Golub Capital Direct Lending Corporation (“GDLC” or “the Company”) is filing this Amendment No. 1 to the Annual Report on Form 10-K/A for the purpose of correcting a typographical error in the Ernst & Young LLP’s Report of Independent Registered Public Accounting Firm (“Auditor’s Report”) and to insert Management’s Report on Internal Control Over Financial Reporting (“Management’s Report”), which had been inadvertently omitted.
The typographical error that was corrected concerns the date referenced as the year end of the Company’s results of operations, changes in net assets and cash flows under “Opinion on the Financial Statements.” The date was corrected from September 20, 2022 to September 30, 2022. The auditor’s opinion on the Company’s consolidated financial statements remained unchanged. The Auditor’s Report was included in our 2022 Annual Report on Form 10-K as originally filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2022 (the “Original Filing”).
Except for the aforementioned correction to the Auditor’s Report and the insertion of the Management’s Report, this Amendment does not amend, modify or update the Original Filing in any respect. Information included in this Amendment is stated as of September 30, 2022 and does not reflect events that have occurred subsequent to the filing of the Original Filing and, accordingly, this Amendment should be read in conjunction with our Original Filing made with the SEC.
This Annual Report on Form 10-K/A consists of a cover page, this explanatory note, Item 8 (as amended) of the 2022 Annual Report on Form 10-K (including our consolidated financial statements, the corrected Auditor’s Report and the Management’s Report), Item 15 of the 2022 Annual Report on Form 10-K, the signature page and the required certifications of GDLC’s chief executive officer and the chief financial officer.
Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting
The management of Golub Capital Direct Lending Corporation (“GDLC,” and collectively with its subsidiaries, the “Company,” “we,” “us,” “our” and “Golub Capital Direct Lending Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
Golub Capital Direct Lending Corporation’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Our policies and procedures also provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Golub Capital Direct Lending Corporation, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Golub Capital Direct Lending Corporation’s internal control over financial reporting as of September 30, 2022. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework issued in 2013. Based on the assessment, management believes that, as of September 30, 2022, our internal control over financial reporting is effective based on those criteria.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Golub Capital Direct Lending Corporation and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Golub Capital Direct Lending Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of September 30, 2022 and 2021, the related consolidated statements of operations, changes in net assets, and cash flows for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2022 and 2021, and the results of its operations, changes in its net assets, and its cash flows for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of September 30, 2022 and 2021, by correspondence with the custodians and the underlying investees. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2020.
Chicago, Illinois
December 6, 2022
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Statements of Financial Condition
| | | | | | | | | | | |
| September 30, 2022 | | September 30, 2021 |
| | | |
Assets | | | |
Investments at fair value (amortized cost of $204,897,600 and $23,059,426, respectively) | $ | 201,836,098 | | | $ | 22,990,132 | |
| | | |
Cash and cash equivalents | 5,736,284 | | | 29,432,086 | |
Foreign currencies (cost of $344,297 and $160,153, respectively) | 337,368 | | | 158,327 | |
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Interest receivable | 1,055,473 | | | 58,781 | |
| | | |
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| | | |
Deferred offering costs | 225,522 | | | 350,272 | |
Other assets | 29,736 | | | — | |
Total Assets | $ | 209,220,481 | | | $ | 52,989,598 | |
Liabilities | | | |
Debt | $ | 73,113,518 | | | $ | 16,350,000 | |
Less unamortized debt issuance costs | 631,534 | | | — | |
Debt less unamortized debt issuance costs | 72,481,984 | | | 16,350,000 | |
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Interest payable | 635,421 | | | 1,466 | |
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| | | |
| | | |
| | | |
Accounts payable and accrued expenses | 125,000 | | | 345,271 | |
Accrued trustee fees | 25,005 | | | 5,001 | |
Total Liabilities | 73,267,410 | | | 16,701,738 | |
Commitments and Contingencies (Note 8) | | | |
Net Assets | | | |
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2022 and September 30, 2021 | — | | | — | |
Common stock, par value $0.001 per share, 200,000,000 shares authorized, 9,066,482.048 and 2,424,742.000 shares issued and outstanding as of September 30, 2022 and September 30, 2021, respectively | 9,068 | | | 2,425 | |
Paid in capital in excess of par | 135,669,137 | | | 36,368,705 | |
Distributable earnings (losses) | 274,866 | | | (83,270) | |
Total Net Assets | 135,953,071 | | | 36,287,860 | |
Total Liabilities and Total Net Assets | $ | 209,220,481 | | | $ | 52,989,598 | |
Number of common shares outstanding | 9,066,482.048 | | | 2,424,742.000 | |
Net asset value per common share | $ | 15.00 | | | $ | 14.97 | |
See Notes to Consolidated Financial Statements
7
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Statements of Operations
| | | | | | | | | | | | | | | | | |
| | | |
| Year ended September 30, 2022 | | | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | |
Investment income | | | | | �� | | | | |
Interest income | $ | 7,526,814 | | | | | $ | 127,852 | | | | | |
| | | | | | | | | |
Fee income | 106,018 | | | | | 5,635 | | | | | |
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Total investment income | 7,632,832 | | | | | 133,487 | | | | | |
Expenses | | | | | | | | | |
Interest expense | 974,425 | | | | | 1,466 | | | | | |
Base management fee | 980,232 | | | | | 18,870 | | | | | |
Incentive fee | 590,775 | | | | | — | | | | | |
Professional fees | 674,145 | | | | | 175,090 | | | | | |
Administrative service fee | 91,603 | | | | | 4,670 | | | | | |
General and administrative expenses | 128,706 | | | | | 21,613 | | | | | |
Total expenses | 3,439,886 | | | | | 221,709 | | | | | |
Base management fee waived (Note 4) | (980,232) | | | | | (18,870) | | | | | |
Incentive fee waived (Note 4) | (359,384) | | | | | — | | | | | |
Operating expenses reimbursement waived (Note 4) | (475,973) | | | | | (201,373) | | | | | |
Net expenses | 1,624,297 | | | | | 1,466 | | | | | |
Net investment income - before excise tax | 6,008,535 | | | | | 132,021 | | | | | |
Excise tax | 7,734 | | | | | — | | | | | |
Net investment income - after excise tax | 6,000,801 | | | | | 132,021 | | | | | |
Net gain (loss) on investment transactions | | | | | | | | | |
Net realized gain (loss) from: | | | | | | | | | |
Investments | 255 | | | | | — | | | | | |
Foreign currency transactions | (105,121) | | | | | (80,059) | | | | | |
Net realized gain (loss) on investment transactions | (104,866) | | | | | (80,059) | | | | | |
Net change in unrealized appreciation (depreciation) from: | | | | | | | | | |
Investments | (1,126,532) | | | | | (69,294) | | | | | |
| | | | | | | | | |
Translation of assets and liabilities in foreign currencies | (18,473) | | | | | (1,826) | | | | | |
Net change in unrealized appreciation (depreciation) on investment transactions | (1,145,005) | | | | | (71,120) | | | | | |
Net gain (loss) on investment transactions | (1,249,871) | | | | | (151,179) | | | | | |
Net increase (decrease) in net assets resulting from operations | $ | 4,750,930 | | | | | $ | (19,158) | | | | | |
Per Common Share Data | | | | | | | | | |
Basic and diluted earnings (losses) per common share (Note 11) | $ | 1.04 | | | | | $ | (0.02) | | | | | |
Basic and diluted weighted average common shares outstanding (Note 11) | 4,573,385 | | | | | 1,138,050 | | | | | |
See Notes to Consolidated Financial Statements
8
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets
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| Common Stock | | Paid in Capital in Excess of Par | | Distributable Earnings (Losses) | | Total Net Assets |
| Shares | | Par Amount | | | |
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Balance at July 1, 2021 (commencement of operations) | 700.000 | | | $ | 1 | | | $ | 10,499 | | | $ | — | | | $ | 10,500 | |
Issuance of common stock | 2,424,042.000 | | | 2,424 | | | 36,358,206 | | | — | | | 36,360,630 | |
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Net increase (decrease) in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 132,021 | | | 132,021 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | (80,059) | | | (80,059) | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | (71,120) | | | (71,120) | |
Distributions to stockholders: | | | | | | | | | |
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Distributions from distributable earnings (losses) | — | | | — | | | — | | | (64,112) | | | (64,112) | |
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Total increase (decrease) for the period from July 1, 2021 (commencement of operations) to September 30, 2021 | 2,424,042.000 | | | 2,424 | | | 36,358,206 | | | (83,270) | | | 36,277,360 | |
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Balance at September 30, 2021 | 2,424,742.000 | | | $ | 2,425 | | | $ | 36,368,705 | | | $ | (83,270) | | | $ | 36,287,860 | |
Issuance of common stock | 6,641,194.694 | | | 6,642 | | | 99,300,355 | | | — | | | 99,306,997 | |
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Net increase (decrease) in net assets resulting from operations: | | | | | | | | | |
Net investment income | — | | | — | | | — | | | 6,000,801 | | | 6,000,801 | |
Net realized gain (loss) on investment transactions | — | | | — | | | — | | | (104,866) | | | (104,866) | |
Net change in unrealized appreciation (depreciation) on investment transactions | — | | | — | | | — | | | (1,145,005) | | | (1,145,005) | |
Distributions to stockholders: | | | | | | | | | |
Stock issued in connection with dividend reinvestment plan | 545.354 | | | 1 | | | 8,125 | | | — | | | 8,126 | |
Distributions from distributable earnings (losses) | — | | | — | | | — | | | (4,400,842) | | | (4,400,842) | |
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Tax reclassification of stockholders equity in accordance with generally accepted accounting principles | — | | | — | | | (8,048) | | | 8,048 | | | — | |
Total increase (decrease) for the year ended September 30, 2022 | 6,641,740.048 | | | 6,643 | | | 99,300,432 | | | 358,136 | | | 99,665,211 | |
Balance at September 30, 2022 | 9,066,482.048 | | | $ | 9,068 | | | $ | 135,669,137 | | | $ | 274,866 | | | $ | 135,953,071 | |
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See Notes to Consolidated Financial Statements
9
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Statements of Cash Flows
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| | Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | |
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Cash flows from operating activities | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | $ | 4,750,930 | | | $ | (19,158) | | | | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: | | | | | | | |
Amortization of deferred debt issuance costs | | 85,443 | | | — | | | | |
Accretion of discounts and amortization of premiums | | (359,612) | | | (5,270) | | | | |
Net realized (gain) loss on investments | | (255) | | | — | | | | |
Net realized (gain) loss on foreign currency transactions | | 105,121 | | | 80,059 | | | | |
Net change in unrealized (appreciation) depreciation on investments | | 1,126,532 | | | 69,294 | | | | |
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies | | 18,473 | | | 1,826 | | | | |
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Proceeds from (fundings of) revolving loans, net | | (794,553) | | | (47,859) | | | | |
Fundings of investments | | (188,009,231) | | | (26,877,150) | | | | |
Proceeds from principal payments and sales of portfolio investments | | 7,753,803 | | | 3,870,853 | | | | |
PIK interest | | (428,326) | | | — | | | | |
Changes in operating assets and liabilities: | | | | | | | |
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Interest receivable | | (996,692) | | | (58,781) | | | | |
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Deferred offering costs | | 124,750 | | | (350,272) | | | | |
Other assets | | (29,736) | | | — | | | | |
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Interest payable | | 633,955 | | | 1,466 | | | | |
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Accounts payable and accrued expenses | | (220,271) | | | 345,271 | | | | |
Accrued trustee fees | | 20,004 | | | 5,001 | | | | |
Net cash provided by (used in) operating activities | | (176,219,665) | | | (22,984,720) | | | | |
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Cash flows from financing activities | | | | | | | |
Borrowings on debt | | 142,710,722 | | | 16,350,000 | | | | |
Repayments of debt | | (84,100,000) | | | — | | | | |
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Capitalized debt issuance costs | | (716,977) | | | — | | | | |
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Proceeds from issuance of common shares | | 99,306,997 | | | 36,360,630 | | | | |
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Distributions paid | | (4,392,716) | | | (64,112) | | | | |
Net cash provided by (used in) financing activities | | 152,808,026 | | | 52,646,518 | | | | |
Net change in cash and cash equivalents and foreign currencies | | (23,411,639) | | | 29,661,798 | | | | |
Effect of foreign currency exchange rates | | (105,122) | | | (81,885) | | | | |
Cash and cash equivalents and foreign currencies, beginning of period | | 29,590,413 | | | 10,500 | | | | |
Cash and cash equivalents and foreign currencies, end of period | | $ | 6,073,652 | | | $ | 29,590,413 | | | | |
Supplemental disclosure of cash flow information: | | | | | | | |
Cash paid during the period for interest | | $ | 255,027 | | | $ | — | | | | |
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Distributions declared during the period | | 4,400,842 | | | 64,112 | | | | |
Supplemental disclosure of non-cash operating and financing activity: | | | | | | | |
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Stock issued in connection with dividend reinvestment plan | | $ | 8,126 | | | $ | — | | | | |
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The following table provides a reconciliation of cash and cash equivalents and foreign currencies 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 September 30, 2022 | | As of September 30, 2021 | | |
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Cash and cash equivalents | | $ | 5,736,284 | | | $ | 29,432,086 | | | |
Foreign currencies (cost of $344,297 and $160,153, respectively) | | 337,368 | | | 158,327 | | | |
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Total cash and cash equivalents and foreign currencies shown in the Consolidated Statements of Cash Flows | | $ | 6,073,652 | | | $ | 29,590,413 | | | |
See Note 2. Significant Accounting Policies and Recent Accounting Updates for a description of cash and cash equivalents and foreign currencies.
See Notes to Consolidated Financial Statements
10
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments
September 30, 2022
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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 | | | | | | | | | | | | | | | | | | | |
| Auto Components | | | | | | | | | | | | | | | | | | |
| COP CollisionRight Holdings, Inc.# | One stop | | SF + 4.75% | (j) | | 7.26% | | 04/2028 | | $ | 658,850 | | | $ | 649,513 | | | 0.5 | | % | $ | 652,262 | | | | |
| COP CollisionRight Holdings, Inc. | One stop | | SF + 4.75% | (j) | | 8.45% | | 04/2028 | | 16,296 | | | 15,920 | | | — | | | 15,830 | | | | |
| COP CollisionRight Holdings, Inc.(5) | One stop | | SF + 4.75% | | | N/A(6) | | 04/2028 | | — | | | (3,960) | | | — | | | (4,441) | | | | |
| Covercraft Parent III, Inc. | Senior loan | | L + 4.50% | (b) | | 6.78% | | 08/2027 | | 277,006 | | | 274,750 | | | 0.2 | | | 277,006 | | | | |
| Covercraft Parent III, Inc. | Senior loan | | L + 4.50% | (b) | | 8.17% | | 08/2027 | | 56,327 | | | 55,135 | | | — | | | 56,327 | | | | |
| Covercraft Parent III, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2027 | | — | | | (756) | | | — | | | — | | | | |
| | | | | | | | | | | 1,008,479 | | | 990,602 | | | 0.7 | | | 996,984 | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC | One stop | | L + 7.25% | (b) | | 8.92% cash/2.00% PIK | | 07/2027 | | 1,805,351 | | | 1,784,868 | | | 1.2 | | | 1,660,924 | | | | |
| CG Group Holdings, LLC | One stop | | L + 7.25% | (a) | | 8.37% cash/2.00% PIK | | 07/2026 | | 338,297 | | | 333,961 | | | 0.2 | | | 310,723 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 1,722,285 | | | 1,707,287 | | | 1.2 | | | 1,670,617 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 1,028,588 | | | 1,019,634 | | | 0.8 | | | 997,730 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 307,805 | | | 305,124 | | | 0.2 | | | 298,571 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 187,016 | | | 185,388 | | | 0.1 | | | 181,406 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 177,665 | | | 176,119 | | | 0.1 | | | 172,335 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 155,067 | | | 153,717 | | | 0.1 | | | 150,415 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 127,794 | | | 126,682 | | | 0.1 | | | 123,960 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 124,054 | | | 122,974 | | | 0.1 | | | 120,332 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.38% | | 12/2027 | | 124,054 | | | 122,974 | | | 0.1 | | | 120,332 | | | | |
| Denali Midco 2, LLC | One stop | | SF + 6.25% | (i) | | 9.28% | | 12/2027 | | 102,345 | | | 101,453 | | | 0.1 | | | 99,274 | | | | |
| Denali Midco 2, LLC# | One stop | | SF + 6.50% | (i) | | 9.45% | | 12/2027 | | 95,500 | | | 92,659 | | | 0.1 | | | 92,635 | | | | |
| Denali Midco 2, LLC(5) | One stop | | SF + 5.25% | | | N/A(6) | | 12/2027 | | — | | | (2,848) | | | — | | | (9,810) | | | | |
| Denali Midco 2, LLC(5) | One stop | | SF + 6.50% | | | N/A(6) | | 12/2027 | | — | | | (2,841) | | | — | | | (2,865) | | | | |
| National Express Wash Parent Holdco, LLC# | One stop | | SF + 5.50% | (k) | | 8.27% | | 07/2029 | | 4,212,500 | | | 4,171,659 | | | 3.2 | | | 4,170,375 | | | | |
| National Express Wash Parent Holdco, LLC | One stop | | SF + 5.50% | (k) | | 8.39% | | 07/2029 | | 64,267 | | | 62,397 | | | — | | | 62,339 | | | | |
| National Express Wash Parent Holdco, LLC(5) | One stop | | SF + 5.50% | | | N/A(6) | | 07/2029 | | — | | | (29,034) | | | — | | | (29,947) | | | | |
| POY Holdings, LLC | One stop | | L + 5.50% | (b) | | 9.17% | | 11/2027 | | 2,273,196 | | | 2,234,204 | | | 1.7 | | | 2,273,196 | | | | |
| POY Holdings, LLC | One stop | | L + 5.50% | (b) | | 9.14% | | 11/2027 | | 148,799 | | | 144,663 | | | 0.1 | | | 148,799 | | | | |
| POY Holdings, LLC | One stop | | L + 5.50% | (b) | | 9.17% | | 11/2027 | | 35,833 | | | 32,159 | | | — | | | 35,833 | | | | |
| Spotless Brands, LLC# | One stop | | SF + 6.50% | (j) | | 9.19% | | 07/2028 | | 1,120,474 | | | 1,098,759 | | | 0.8 | | | 1,098,064 | | | | |
| Spotless Brands, LLC | One stop | | SF + 6.50% | (i) | | 9.44% | | 07/2028 | | 57,237 | | | 56,059 | | | — | | | 56,021 | | | | |
| Spotless Brands, LLC | One stop | | SF + 6.50% | (d)(i) | | 9.92% | | 07/2028 | | 18,735 | | | 18,234 | | | — | | | 18,218 | | | | |
See Notes to Consolidated Financial Statements.
11
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Spotless Brands, LLC(5) | One stop | | SF + 6.50% | | | N/A(6) | | 07/2028 | | $ | — | | | $ | (874) | | | — | | % | $ | (901) | | | | |
| | | | | | | | | | | 14,226,862 | | | 14,015,377 | | | 10.2 | | | 13,818,576 | | | | |
| Building Products | | | | | | | | | | | | | | | | | | |
| BECO Holding Company, Inc. | One stop | | L + 5.50% | (b) | | 9.17% | | 11/2028 | | 3,754,528 | | | 3,721,873 | | | 2.7 | | | 3,679,438 | | | | |
| BECO Holding Company, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (4,240) | | | — | | | (10,000) | | | | |
| BECO Holding Company, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2028 | | — | | | (8,436) | | | — | | | (19,398) | | | | |
| | | | | | | | | | | 3,754,528 | | | 3,709,197 | | | 2.7 | | | 3,650,040 | | | | |
| Chemicals | | | | | | | | | | | | | | | | | | |
| PHM NL SP Bidco B.V.(7)(8)(11) | One stop | | E + 6.25% | (f) | | 8.11% | | 09/2028 | | 1,782,773 | | | 2,074,919 | | | 1.3 | | | 1,729,290 | | | | |
| PHM NL SP Bidco B.V.(7)(11) | One stop | | L + 6.25% | (c) | | 10.42% | | 09/2028 | | 790,419 | | | 778,564 | | | 0.5 | | | 766,707 | | | | |
| PHM NL SP Bidco B.V.(7)(8)(11) | One stop | | SN + 6.25% | (h) | | 8.44% | | 09/2028 | | 385,374 | | | 454,424 | | | 0.3 | | | 373,813 | | | | |
| PHM NL SP Bidco B.V.(7)(8)(11) | One stop | | E + 6.25% | (f) | | 6.31% | | 09/2028 | | 188,438 | | | 213,013 | | | 0.1 | | | 181,477 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 3,147,004 | | | 3,520,920 | | | 2.2 | | | 3,051,287 | | | | |
| Commercial Services and Supplies | | | | | | | | | | | | | | | | | | | |
| CI (Quercus) Intermediate Holdings, LLC | One stop | | L + 5.25% | (b) | | 8.92% | | 10/2028 | | 909,928 | | | 898,561 | | | 0.6 | | | 891,729 | | | | |
| CI (Quercus) Intermediate Holdings, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 10/2028 | | — | | | (2,585) | | | — | | | (4,000) | | | | |
| CI (Quercus) Intermediate Holdings, LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 10/2028 | | — | | | (1,141) | | | — | | | (2,696) | | | | |
| OVG Business Services, LLC | One stop | | L + 6.25% | (a) | | 9.34% | | 11/2028 | | 101,988 | | | 99,962 | | | 0.1 | | | 99,948 | | | | |
| OVG Business Services, LLC | One stop | | L + 5.50% | (a) | | 8.14% | | 11/2026 | | 9,000 | | | 8,690 | | | — | | | 7,856 | | | | |
| Profile Products LLC | One stop | | L + 5.50% | (b) | | 8.43% | | 11/2027 | | 308,057 | | | 302,057 | | | 0.2 | | | 308,057 | | | | |
| Profile Products LLC(7) | One stop | | L + 5.50% | (b) | | 8.42% | | 11/2027 | | 72,614 | | | 71,376 | | | 0.1 | | | 72,614 | | | | |
| Profile Products LLC | One stop | | L + 5.50% | (a)(d) | | 8.60% | | 11/2027 | | 17,905 | | | 17,122 | | | — | | | 17,905 | | | | |
| Profile Products LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (428) | | | — | | | — | | | | |
| Profile Products LLC(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2027 | | — | | | (561) | | | — | | | — | | | | |
| Radwell Parent, LLC# | One stop | | SF + 5.75% | (j) | | 9.40% | | 03/2029 | | 7,787,399 | | | 7,670,238 | | | 5.5 | | | 7,475,903 | | | | |
| Radwell Parent, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 03/2028 | | — | | | (3,306) | | | — | | | (7,215) | | | | |
| Radwell Parent, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 03/2029 | | — | | | (14,056) | | | — | | | (37,384) | | | | |
| | | | | | | | | | | 9,206,891 | | | 9,045,929 | | | 6.5 | | | 8,822,717 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Containers and Packaging | | | | | | | | | | | | | | | | | | | |
| Chase Intermediate | One stop | | L + 5.00% | (b)(c) | | 8.00% | | 10/2028 | | 4,049,650 | | | 4,016,416 | | | 2.9 | | | 3,968,657 | | | | |
| Chase Intermediate(5) | One stop | | L + 5.00% | | | N/A(6) | | 10/2028 | | — | | | (3,039) | | | — | | | (7,000) | | | | |
| Chase Intermediate(5) | One stop | | L + 5.00% | | | N/A(6) | | 10/2028 | | — | | | (744) | | | — | | | (1,600) | | | | |
| Fortis Solutions Group, LLC | One stop | | L + 5.50% | (b)(c) | | 9.59% | | 10/2028 | | 1,898,341 | | | 1,869,857 | | | 1.4 | | | 1,879,358 | | | | |
| Fortis Solutions Group, LLC | One stop | | L + 5.50% | (c) | | 9.67% | | 10/2027 | | 20,173 | | | 15,021 | | | — | | | 17,147 | | | | |
See Notes to Consolidated Financial Statements
12
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Fortis Solutions Group, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | $ | — | | | $ | (5,365) | | | — | | % | $ | (659) | | | | |
| Fortis Solutions Group, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (5,100) | | | — | | | (7,105) | | | | |
| | | | | | | | | | | 5,968,164 | | | 5,887,046 | | | 4.3 | | | 5,848,798 | | | | |
| Distributors | | | | | | | | | | | | | | | | | | |
| WSC Holdings Midco LLC | Senior loan | | SF + 4.50% | (j) | | 7.13% | | 07/2027 | | 170,040 | | | 168,672 | | | 0.1 | | | 168,339 | | | | |
| WSC Holdings Midco LLC | Senior loan | | SF + 4.50% | (j) | | 7.30% | | 07/2027 | | 103,178 | | | 102,348 | | | 0.1 | | | 102,146 | | | | |
| WSC Holdings Midco LLC# | Senior loan | | SF + 4.50% | (j) | | 7.13% | | 07/2027 | | 84,640 | | | 83,285 | | | 0.1 | | | 83,794 | | | | |
| WSC Holdings Midco LLC(5) | Senior loan | | SF + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (636) | | | — | | | (668) | | | | |
| WSC Holdings Midco LLC(5) | Senior loan | | SF + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (737) | | | — | | | (460) | | | | |
| | | | | | | | | | | 357,858 | | | 352,932 | | | 0.3 | | | 353,151 | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 6.78% | | 07/2027 | | 145,270 | | | 143,400 | | | 0.1 | | | 143,843 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 7.24% | | 07/2027 | | 98,342 | | | 97,557 | | | 0.1 | | | 97,376 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 6.78% | | 07/2027 | | 95,819 | | | 94,637 | | | 0.1 | | | 94,879 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.75% | (b) | | 7.75% | | 07/2027 | | 87,600 | | | 85,980 | | | 0.1 | | | 87,600 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 6.87% | | 07/2027 | | 62,795 | | | 62,130 | | | — | | | 62,179 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 7.19% | | 07/2027 | | 44,380 | | | 43,874 | | | — | | | 43,944 | | | | |
| COP Hometown Acquisitions, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (319) | | | — | | | (393) | | | | |
| DP Flores Holdings, LLC# | One stop | | SF + 6.50% | (j) | | 10.00% | | 09/2028 | | 3,446,700 | | | 3,386,603 | | | 2.5 | | | 3,386,383 | | | | |
| DP Flores Holdings, LLC(5) | One stop | | SF + 6.50% | | | N/A(6) | | 09/2028 | | — | | | (1,568) | | | — | | | (1,573) | | | | |
| DP Flores Holdings, LLC(5) | One stop | | SF + 6.50% | | | N/A(6) | | 09/2028 | | — | | | (19,813) | | | — | | | (19,885) | | | | |
| DP Flores Holdings, LLC | One stop | | SF + 6.50% | | | N/A(6) | | 09/2028 | | — | | | — | | | — | | | — | | | | |
| DP Flores Holdings, LLC | One stop | | SF + 6.50% | | | N/A(6) | | 09/2028 | | — | | | — | | | — | | | — | | | | |
| EMS LINQ, LLC | One stop | | L + 6.25% | (a) | | 9.37% | | 12/2027 | | 523,200 | | | 518,644 | | | 0.4 | | | 517,968 | | | | |
| EMS LINQ, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 12/2027 | | — | | | (711) | | | — | | | (817) | | | | |
| FPG Intermediate Holdco, LLC | One stop | | SF + 6.00% | (i) | | 9.13% | | 03/2027 | | 900,081 | | | 886,810 | | | 0.6 | | | 866,283 | | | | |
| FPG Intermediate Holdco, LLC | One stop | | SF + 6.00% | (i) | | 9.13% | | 03/2027 | | 575,031 | | | 555,237 | | | 0.4 | | | 524,621 | | | | |
| FPG Intermediate Holdco, LLC(5) | One stop | | SF + 6.00% | | | N/A(6) | | 03/2027 | | — | | | (724) | | | — | | | (1,844) | | | | |
| FPG Intermediate Holdco, LLC(5) | One stop | | SF + 6.50% | | | N/A(6) | | 03/2027 | | — | | | (3,093) | | | — | | | (3,202) | | | | |
| FSS Buyer LLC | One stop | | L + 5.75% | (a) | | 8.87% | | 08/2028 | | 311,058 | | | 305,800 | | | 0.2 | | | 298,616 | | | | |
| FSS Buyer LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 08/2027 | | — | | | (655) | | | — | | | (1,600) | | | | |
| HS Spa Holdings, Inc.# | One stop | | SF + 5.75% | (k) | | 7.51% | | 06/2029 | | 440,795 | | | 432,397 | | | 0.3 | | | 431,979 | | | | |
| HS Spa Holdings, Inc.(5) | One stop | | SF + 5.75% | | | N/A(6) | | 06/2028 | | — | | | (1,192) | | | — | | | (1,262) | | | | |
| Mario Purchaser, LLC# | One stop | | SF + 5.75% | (i) | | 8.88% | | 04/2029 | | 422,462 | | | 414,535 | | | 0.3 | | | 405,564 | | | | |
| Mario Purchaser, LLC | One stop | | SF + 10.75% | (i) | | 13.88% PIK | | 04/2032 | | 190,534 | | | 185,452 | | | 0.1 | | | 186,723 | | | | |
| Mario Purchaser, LLC | One stop | | SF + 5.75% | (i) | | 8.88% | | 04/2029 | | 159,321 | | | 152,652 | | | 0.1 | | | 137,595 | | | | |
See Notes to Consolidated Financial Statements
13
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Mario Purchaser, LLC(5) | One stop | | P + 4.75% | | | N/A(6) | | 04/2028 | | $ | — | | | $ | (828) | | | — | | % | $ | (1,549) | | | | |
| Mathnasium, LLC | One stop | | L + 5.00% | (b) | | 7.91% | | 11/2027 | | 521,923 | | | 517,466 | | | 0.4 | | | 516,704 | | | | |
| Mathnasium, LLC | One stop | | L + 5.00% | (b) | | 7.91% | | 11/2027 | | 12,857 | | | 12,034 | | | — | | | 11,893 | | | | |
| NSG Buyer, Inc. # | One stop | | SF + 6.00% | (i) | | 9.13% | | 06/2029 | | 1,071,979 | | | 1,061,650 | | | 0.8 | | | 1,071,979 | | | | |
| NSG Buyer, Inc. | One stop | | SF + 6.00% | (i) | | 9.13% | | 06/2029 | | 32,898 | | | 32,581 | | | — | | | 32,898 | | | | |
| NSG Buyer, Inc. | One stop | | SF + 6.00% | (i) | | 9.13% | | 06/2029 | | 19,190 | | | 19,006 | | | — | | | 19,190 | | | | |
| NSG Buyer, Inc. | One stop | | SF + 6.00% | (i) | | 9.13% | | 06/2029 | | 18,094 | | | 15,954 | | | — | | | 18,094 | | | | |
| NSG Buyer, Inc. | One stop | | SF + 6.00% | (i) | | 9.13% | | 06/2028 | | 7,380 | | | 6,850 | | | — | | | 7,380 | | | | |
| RW AM Holdco LLC# | One stop | | SF + 5.25% | (k) | | 9.48% | | 04/2028 | | 1,010,200 | | | 1,000,854 | | | 0.8 | | | 1,000,098 | | | | |
| RW AM Holdco LLC(5) | One stop | | SF + 5.25% | | | N/A(6) | | 04/2028 | | — | | | (836) | | | — | | | (904) | | | | |
| | | | | | | | | | | 10,197,909 | | | 10,002,364 | | | 7.3 | | | 9,930,760 | | | | |
| Diversified Financial Services | | | | | | | | | | | | | | | | | | |
| Banker's Toolbox, Inc. | One stop | | SF + 5.25% | (k) | | 9.23% | | 07/2027 | | 460,353 | | | 454,924 | | | 0.4 | | | 451,146 | | | | |
| Banker's Toolbox, Inc. | One stop | | L + 5.25% | (c) | | 8.74% | | 07/2027 | | 56,837 | | | 56,560 | | | — | | | 52,910 | | | | |
| Banker's Toolbox, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | (2,252) | | | | |
| Flash Topco, Inc. | One stop | | L + 5.75% | (b) | | 8.56% | | 10/2028 | | 948,334 | | | 940,111 | | | 0.7 | | | 929,367 | | | | |
| Flash Topco, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2028 | | — | | | (919) | | | — | | | (2,120) | | | | |
| | | | | | | | | | | 1,465,524 | | | 1,450,676 | | | 1.1 | | | 1,429,051 | | | | |
| Food and Staples Retailing | | | | | | | | | | | | | | | | | | | |
| Wineshipping.com LLC | One stop | | L + 5.75% | (c) | | 7.58% | | 10/2027 | | 382,875 | | | 379,635 | | | 0.3 | | | 371,388 | | | | |
| Wineshipping.com LLC | One stop | | L + 5.75% | (b) | | 8.83% | | 10/2027 | | 16,667 | | | 15,961 | | | — | | | 14,167 | | | | |
| Wineshipping.com LLC | One stop | | L + 5.75% | (b) | | 8.17% | | 10/2027 | | 10,471 | | | 10,005 | | | — | | | 10,157 | | | | |
| | | | | | | | | | | 410,013 | | | 405,601 | | | 0.3 | | | 395,712 | | | | |
| Food Products | | | | | | | | | | | | | | | | | | |
| Louisiana Fish Fry Products, Ltd. | One stop | | SF + 6.25% | (i) | | 9.38% | | 07/2027 | | 561,429 | | | 556,911 | | | 0.4 | | | 516,515 | | | | |
| Louisiana Fish Fry Products, Ltd. | One stop | | L + 6.25% | (c)(i) | | 9.24% | | 07/2027 | | 72,500 | | | 71,333 | | | — | | | 64,670 | | | | |
| Ultimate Baked Goods Midco LLC | One stop | | L + 6.50% | (a) | | 9.62% | | 08/2027 | | 377,932 | | | 374,146 | | | 0.3 | | | 340,139 | | | | |
| Ultimate Baked Goods Midco LLC | One stop | | L + 6.50% | (a)(d) | | 9.92% | | 08/2027 | | 47,297 | | | 44,803 | | | — | | | 40,541 | | | | |
| Whitebridge Pet Brands, LLC# | One stop | | L + 5.00% | (a) | | 8.12% | | 07/2027 | | 1,393,574 | | | 1,381,815 | | | 1.1 | | | 1,393,574 | | | | |
| Whitebridge Pet Brands, LLC | One stop | | L + 5.00% | (a) | | 7.98% | | 07/2027 | | 130,000 | | | 127,885 | | | 0.1 | | | 130,000 | | | | |
| Wizard Bidco Limited(7)(8)(9) | One stop | | SN + 4.75% | (h) | | 6.94% | | 03/2029 | | 337,684 | | | 393,041 | | | 0.2 | | | 337,684 | | | | |
| Wizard Bidco Limited(5)(7)(8)(9) | One stop | | SN + 4.75% | | | N/A(6) | | 09/2028 | | — | | | (863) | | | — | | | — | | | | |
| | | | | | | | | | | 2,920,416 | | | 2,949,071 | | | 2.1 | | | 2,823,123 | | | | |
| Health Care Technology | | | | | | | | | | | | | | | | | | |
| Alegeus Technologies Holdings Corp. | Senior loan | | L + 8.25% | (b) | | 10.95% | | 09/2024 | | 20,797 | | | 20,736 | | | — | | | 20,589 | | | | |
| Coding Solutions Acquisition, Inc.# | One stop | | SF + 5.75% | (i) | | 8.78% | | 05/2028 | | 299,000 | | | 296,205 | | | 0.2 | | | 293,020 | | | | |
| Coding Solutions Acquisition, Inc. | One stop | | SF + 5.75% | (i) | | 8.78% | | 05/2028 | | 6,450 | | | 6,081 | | | — | | | 5,590 | | | | |
| Coding Solutions Acquisition, Inc.(5) | One stop | | SF + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (452) | | | — | | | (1,792) | | | | |
| Plasma Buyer LLC# | One stop | | SF + 5.75% | (j) | | 9.30% | | 05/2029 | | 307,876 | | | 302,060 | | | 0.2 | | | 301,719 | | | | |
See Notes to Consolidated Financial Statements
14
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Plasma Buyer LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 05/2028 | | $ | — | | | $ | (640) | | | — | | % | $ | (684) | | | | |
| Plasma Buyer LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 05/2029 | | — | | | (754) | | | — | | | (1,596) | | | | |
| Veranex, Inc. | Senior loan | | SF + 4.75% | (k) | | 7.52% | | 04/2028 | | 126,383 | | | 125,217 | | | 0.1 | | | 125,119 | | | | |
| Veranex, Inc.(5) | Senior loan | | P + 3.75% | | | N/A(6) | | 04/2028 | | — | | | (293) | | | — | | | (317) | | | | |
| Veranex, Inc.(5) | Senior loan | | SF + 4.75% | | | N/A(6) | | 04/2028 | | — | | | (1,957) | | | — | | | (4,240) | | | | |
| | | | | | | | | | | 760,506 | | | 746,203 | | | 0.5 | | | 737,408 | | | | |
| Healthcare Equipment and Supplies | | | | | | | | | | | | | | | | | | |
| Belmont Instrument, LLC# | One stop | | SF + 6.25% | (j) | | 9.69% | | 08/2028 | | 1,908,500 | | | 1,889,789 | | | 1.4 | | | 1,889,415 | | | | |
| Belmont Instrument, LLC(5) | One stop | | SF + 6.25% | | | N/A(6) | | 08/2028 | | — | | | (877) | | | — | | | (895) | | | | |
| | | | | | | | | | | 1,908,500 | | | 1,888,912 | | | 1.4 | | | 1,888,520 | | | | |
| Healthcare Providers and Services | | | | | | | | | | | | | | | | | | |
| AAH TOPCO, LLC | One stop | | L + 5.50% | (a) | | 8.36% | | 12/2027 | | 351,522 | | | 342,378 | | | 0.3 | | | 320,022 | | | | |
| AAH TOPCO, LLC | One stop | | L + 5.50% | (a) | | 8.58% | | 12/2027 | | 340,825 | | | 337,856 | | | 0.3 | | | 330,600 | | | | |
| AAH TOPCO, LLC | Subordinated debt | | N/A | | | 11.50% PIK | | 12/2031 | | 171,531 | | | 168,635 | | | 0.1 | | | 162,955 | | | | |
| AAH TOPCO, LLC (5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (356) | | | — | | | (1,227) | | | | |
| Community Care Partners, LLC# | One stop | | SF + 5.75% | (i) | | 8.89% | | 06/2026 | | 133,043 | | | 131,956 | | | 0.1 | | | 131,712 | | | | |
| Community Care Partners, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 06/2026 | | — | | | (160) | | | — | | | (196) | | | | |
| Datix Bidco Limited(7)(8)(9) | Senior loan | | SN + 4.50% | (h) | | 6.69% | | 04/2025 | | 2,817,049 | | | 3,396,034 | | | 2.0 | | | 2,676,196 | | | | |
| Datix Bidco Limited(7)(8)(9) | Second lien | | SN + 7.75% | (h) | | 9.94% | | 04/2026 | | 999,652 | | | 1,203,596 | | | 0.7 | | | 949,669 | | | | |
| ERC Topco Holdings, LLC | One stop | | L + 5.50% | (b) | | 9.17% | | 11/2028 | | 2,265,507 | | | 2,249,508 | | | 1.6 | | | 2,197,542 | | | | |
| ERC Topco Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2027 | | — | | | (1,277) | | | — | | | (4,500) | | | | |
| ERC Topco Holdings, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 11/2028 | | — | | | (5,968) | | | — | | | (12,717) | | | | |
| Heartland Veterinary Partners LLC | Senior loan | | SF + 4.75% | (j) | | 7.63% | | 12/2026 | | 115,153 | | | 112,655 | | | 0.1 | | | 109,136 | | | | |
| Heartland Veterinary Partners LLC | Senior loan | | SF + 4.75% | (j) | | 7.63% | | 12/2026 | | 47,578 | | | 47,183 | | | — | | | 46,627 | | | | |
| Heartland Veterinary Partners LLC(5) | Senior loan | | SF + 4.75% | | | N/A(6) | | 12/2026 | | — | | | (120) | | | — | | | (288) | | | | |
| Suveto Buyer, LLC | One stop | | L + 5.00% | (b) | | 8.67% | | 09/2027 | | 1,038,430 | | | 1,025,951 | | | 0.7 | | | 992,961 | | | | |
| Suveto Buyer, LLC | One stop | | L + 5.00% | (b) | | 8.66% | | 09/2027 | | 63,519 | | | 62,024 | | | — | | | 58,074 | | | | |
| | | | | | | | | | | 8,343,809 | | | 9,069,895 | | | 5.9 | | | 7,956,566 | | | | |
| Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | |
| Barteca Restaurants, LLC# | One stop | | SF + 6.00% | (k) | | 9.19% | | 08/2028 | | 693,300 | | | 686,560 | | | 0.5 | | | 686,367 | | | | |
| Barteca Restaurants, LLC(5) | One stop | | SF + 6.00% | | | N/A(6) | | 08/2028 | | — | | | (892) | | | — | | | (918) | | | | |
| Barteca Restaurants, LLC(5) | One stop | | SF + 6.00% | | | N/A(6) | | 08/2028 | | — | | | (1,798) | | | — | | | (1,849) | | | | |
| Harri US LLC | One stop | | L + 10.00% | (b) | | 8.91% cash/4.00% PIK | | 08/2026 | | 46,175 | | | 40,627 | | | — | | | 46,285 | | | | |
| Harri US LLC(5) | One stop | | L + 10.00% | | | N/A(6) | | 08/2026 | | — | | | (77) | | | — | | | 56 | | | | |
| Harri US LLC(5) | One stop | | L + 10.00% | | | N/A(6) | | 08/2026 | | — | | | (318) | | | — | | | 230 | | | | |
| Health Buyer, LLC# | Senior loan | | SF + 5.25% | (k) | | 7.98% | | 04/2029 | | 148,400 | | | 146,294 | | | 0.1 | | | 139,496 | | | | |
| Health Buyer, LLC | Senior loan | | SF + 5.25% | (i) | | 8.03% | | 04/2028 | | 1,484 | | | 1,186 | | | — | | | 318 | | | | |
| | | | | | | | | | | 889,359 | | | 871,582 | | | 0.6 | | | 869,985 | | | | |
See Notes to Consolidated Financial Statements
15
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Industrial Conglomerates | | | | | | | | | | | | | | | | | | |
| Dwyer Instruments, Inc.# | One stop | | L + 6.00% | (b) | | 9.67% | | 07/2027 | | $ | 222,151 | | | $ | 217,929 | | | 0.1 | | % | $ | 217,708 | | | | |
| Dwyer Instruments, Inc. | One stop | | L + 5.50% | (c) | | 8.38% | | 07/2027 | | 4,356 | | | 3,826 | | | — | | | 3,798 | | | | |
| Dwyer Instruments, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 07/2027 | | — | | | (530) | | | — | | | (558) | | | | |
| Essential Services Holdings Corporation | One stop | | L + 5.75% | (a)(b) | | 8.07% | | 11/2026 | | 1,499,745 | | | 1,483,149 | | | 1.1 | | | 1,444,901 | | | | |
| Essential Services Holdings Corporation(5) | One stop | | L + 5.75% | | | N/A(6) | | 11/2025 | | — | | | (514) | | | — | | | (1,308) | | | | |
| Excelitas Technologies Corp.# | One stop | | SF + 5.75% | (j) | | 8.59% | | 08/2029 | | 681,340 | | | 667,985 | | | 0.5 | | | 674,526 | | | | |
| Excelitas Technologies Corp.#(7)(8) | One stop | | E + 5.75% | (e) | | 6.08% | | 08/2029 | | 110,374 | | | 113,968 | | | 0.1 | | | 109,270 | | | | |
| Excelitas Technologies Corp. | One stop | | SF + 5.75% | (j) | | 8.59% | | 08/2028 | | 27,166 | | | 26,524 | | | — | | | 26,509 | | | | |
| Excelitas Technologies Corp.(5) | One stop | | SF + 5.75% | | | N/A(6) | | 08/2029 | | — | | | (1,932) | | | — | | | (1,314) | | | | |
| | | | | | | | | | | 2,545,132 | | | 2,510,405 | | | 1.8 | | | 2,473,532 | | | | |
| Insurance | | | | | | | | | | | | | | | | | | |
| Alera Group, Inc. | One stop | | SF + 6.00% | (j) | | 9.06% | | 10/2028 | | 1,437,246 | | | 1,424,929 | | | 1.0 | | | 1,376,436 | | | | |
| Alera Group, Inc. | One stop | | SF + 6.00% | (i)(j) | | 9.06% | | 10/2028 | | 408,449 | | | 403,170 | | | 0.3 | | | 391,167 | | | | |
| Alera Group, Inc. | One stop | | SF + 6.00% | (i)(j) | | 9.07% | | 10/2028 | | 350,342 | | | 346,867 | | | 0.3 | | | 330,673 | | | | |
| AMBA Buyer, Inc. | One stop | | SF + 5.25% | (j)(k) | | 9.33% | | 07/2027 | | 183,082 | | | 181,609 | | | 0.1 | | | 181,251 | | | | |
| AMBA Buyer, Inc. | One stop | | SF + 5.25% | (k) | | 6.43% | | 07/2027 | | 54,521 | | | 54,301 | | | — | | | 53,975 | | | | |
| AMBA Buyer, Inc.# | One stop | | SF + 5.25% | (j)(k) | | 9.33% | | 07/2027 | | 49,200 | | | 48,754 | | | — | | | 48,708 | | | | |
| AMBA Buyer, Inc.(5) | One stop | | SF + 5.25% | | | N/A(6) | | 07/2027 | | — | | | (174) | | | — | | | (216) | | | | |
| AMBA Buyer, Inc.(5) | One stop | | SF + 5.25% | | | N/A(6) | | 07/2027 | | — | | | (283) | | | — | | | (625) | | | | |
| Captive Resources Midco, LLC# | One stop | | SF + 5.50% | (i) | | 8.53% | | 07/2029 | | 4,487,965 | | | 4,401,434 | | | 3.3 | | | 4,398,206 | | | | |
| Captive Resources Midco, LLC(5) | One stop | | SF + 5.50% | | | N/A(6) | | 07/2028 | | — | | | (2,147) | | | — | | | (2,241) | | | | |
| Keystone Agency Partners LLC | Senior loan | | SF + 6.00% | (j) | | 9.70% | | 05/2027 | | 339,185 | | | 334,423 | | | 0.3 | | | 332,401 | | | | |
| Keystone Agency Partners LLC# | Senior loan | | SF + 6.00% | (j) | | 9.70% | | 05/2027 | | 187,868 | | | 185,234 | | | 0.1 | | | 184,110 | | | | |
| Keystone Agency Partners LLC | Senior loan | | SF + 6.00% | (j) | | 9.35% | | 05/2027 | | 27,753 | | | 25,434 | | | — | | | 24,439 | | | | |
| Long Term Care Group, Inc. | One stop | | L + 6.00% | (a) | | 8.82% | | 09/2027 | | 169,072 | | | 166,290 | | | 0.1 | | | 169,072 | | | | |
| Pareto Health Intermediate Holdings, Inc. | One stop | | L + 4.75% | (c) | | 7.63% | | 08/2025 | | 414,848 | | | 411,893 | | | 0.3 | | | 406,551 | | | | |
| Patriot Growth Insurance Services, LLC | One stop | | L + 5.50% | (b) | | 8.65% | | 10/2028 | | 537,677 | | | 533,037 | | | 0.4 | | | 526,149 | | | | |
| Patriot Growth Insurance Services, LLC | One stop | | L + 5.50% | (c) | | 9.31% | | 10/2028 | | 34,971 | | | 33,497 | | | — | | | 33,063 | | | | |
| Patriot Growth Insurance Services, LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (569) | | | — | | | (1,416) | | | | |
| Patriot Growth Insurance Services, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 10/2028 | | — | | | (1,339) | | | — | | | (1,391) | | | | |
| | | | | | | | | | | 8,682,179 | | | 8,546,360 | | | 6.2 | | | 8,450,312 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | |
| CivicPlus, LLC | One stop | | L + 6.00% | (a) | | 9.12% | | 08/2027 | | 349,800 | | | 346,123 | | | 0.3 | | | 346,302 | | | | |
| CivicPlus, LLC# | One stop | | L + 6.00% | (a) | | 9.12% | | 08/2027 | | 224,700 | | | 222,588 | | | 0.2 | | | 222,453 | | | | |
| CivicPlus, LLC | One stop | | L + 6.00% | (b) | | 9.67% | | 08/2027 | | 163,900 | | | 162,177 | | | 0.1 | | | 162,261 | | | | |
| CivicPlus, LLC | One stop | | SF + 11.75% | (k) | | 14.38% | | 06/2034 | | 143,734 | | | 139,616 | | | 0.1 | | | 142,296 | | | | |
| CivicPlus, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2027 | | — | | | (805) | | | — | | | (800) | | | | |
| Critical Start, Inc.# | One stop | | SF + 5.75% | (i) | | 5.65% cash/3.13% PIK | | 05/2028 | | 184,162 | | | 182,439 | | | 0.1 | | | 182,320 | | | | |
| Critical Start, Inc.(5) | One stop | | SF + 5.75% | | | N/A(6) | | 05/2028 | | — | | | (383) | | | — | | | (408) | | | | |
| Goldcup 31018 AB(7)(8)(15) | One stop | | E + 7.07% | (f) | | 3.57% cash/3.82% PIK | | 07/2029 | | 712,972 | | | 719,416 | | | 0.5 | | | 704,060 | | | | |
| Goldcup 31018 AB(5)(7)(8)(15) | One stop | | E + 6.50% | | | N/A(6) | | 01/2029 | | — | | | (1,113) | | | — | | | (937) | | | | |
See Notes to Consolidated Financial Statements
16
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Goldcup 31018 AB(5)(7)(8)(15) | One stop | | E + 6.50% | | | N/A(6) | | 07/2029 | | $ | — | | | $ | (1,494) | | | — | | % | $ | (1,507) | | | | |
| Netwrix Corporation# | One stop | | SF + 5.00% | (j) | | 7.90% | | 06/2029 | | 2,926,771 | | | 2,901,782 | | | 2.1 | | | 2,897,503 | | | | |
| Netwrix Corporation | One stop | | SF + 5.00% | (j) | | 8.44% | | 06/2029 | | 106,675 | | | 100,142 | | | 0.1 | | | 91,015 | | | | |
| Netwrix Corporation(5) | One stop | | SF + 5.00% | | | N/A(6) | | 06/2029 | | — | | | (1,705) | | | — | | | (1,073) | | | | |
| ReliaQuest Holdings, LLC | One stop | | SF + 10.75% | (j) | | 14.30% | | 10/2026 | | 205,379 | | | 201,501 | | | 0.2 | | | 205,379 | | | | |
| ReliaQuest Holdings, LLC | One stop | | SF + 10.75% | (j) | | 14.30% | | 10/2026 | | 9,331 | | | 9,331 | | | — | | | 9,331 | | | | |
| ReliaQuest Holdings, LLC(5) | One stop | | SF + 10.75% | | | N/A(6) | | 10/2026 | | — | | | (290) | | | — | | | — | | | | |
| Zarya Holdco, Inc.# | Senior loan | | SF + 6.50% | (i) | | 9.63% | | 07/2027 | | 437,666 | | | 437,666 | | | 0.3 | | | 437,666 | | | | |
| Zarya Holdco, Inc. | Senior loan | | SF + 6.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 5,465,090 | | | 5,416,991 | | | 4.0 | | | 5,395,861 | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | |
| Covaris Intermediate 3, LLC | One stop | | L + 4.75% | (b) | | 7.56% | | 01/2028 | | 235,610 | | | 233,520 | | | 0.2 | | | 235,610 | | | | |
| Covaris Intermediate 3, LLC | One stop | | L + 5.25% | (a) | | 8.37% | | 01/2028 | | 11,810 | | | 11,497 | | | — | | | 11,810 | | | | |
| Covaris Intermediate 3, LLC(5) | One stop | | L + 4.75% | | | N/A(6) | | 01/2028 | | — | | | (4,192) | | | — | | | — | | | | |
| PAS Parent Inc. | One stop | | L + 5.50% | (a)(b) | | 8.62% | | 12/2028 | | 2,272,321 | | | 2,233,405 | | | 1.6 | | | 2,204,151 | | | | |
| PAS Parent Inc. | One stop | | P + 4.50% | (a)(d) | | 10.07% | | 12/2027 | | 105,107 | | | 99,764 | | | 0.1 | | | 98,874 | | | | |
| PAS Parent Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (8,604) | | | — | | | (15,520) | | | | |
| Reaction Biology Corporation | One stop | | SF + 5.25% | (k) | | 9.48% | | 03/2029 | | 327,654 | | | 324,633 | | | 0.2 | | | 317,824 | | | | |
| Reaction Biology Corporation | One stop | | SF + 5.25% | (k) | | 9.48% | | 03/2029 | | 98,932 | | | 91,316 | | | 0.1 | | | 74,144 | | | | |
| Reaction Biology Corporation(5) | One stop | | P + 4.25% | | | N/A(6) | | 03/2029 | | — | | | (876) | | | — | | | (2,850) | | | | |
| Unchained Labs, LLC | Senior loan | | L + 5.50% | (a) | | 8.62% | | 08/2027 | | 57,345 | | | 55,825 | | | — | | | 57,345 | | | | |
| Unchained Labs, LLC | Senior loan | | L + 5.50% | (a) | | 8.62% | | 08/2027 | | 48,437 | | | 47,653 | | | — | | | 48,437 | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (470) | | | — | | | — | | | | |
| | | | | | | | | | | 3,157,216 | | | 3,083,471 | | | 2.2 | | | 3,029,825 | | | | |
| Marine | | | | | | | | | | | | | | | | | | |
| Project Nike Purchaser, LLC# | One stop | | SF + 6.00% | (j) | | 9.55% | | 04/2029 | | 3,894,100 | | | 3,857,662 | | | 2.8 | | | 3,777,277 | | | | |
| Project Nike Purchaser, LLC(5) | One stop | | P + 5.00% | | | N/A(6) | | 04/2029 | | — | | | (1,409) | | | — | | | (4,518) | | | | |
| Project Nike Purchaser, LLC(5) | One stop | | P + 5.00% | | | N/A(6) | | 04/2029 | | — | | | (5,195) | | | — | | | (16,659) | | | | |
| | | | | | | | | | | 3,894,100 | | | 3,851,058 | | | 2.8 | | | 3,756,100 | | | | |
| Paper and Forest Products | | | | | | | | | | | | | | | | | | |
| Messenger, LLC# | One stop | | SF + 5.75% | (i) | | 8.88% | | 12/2027 | | 602,063 | | | 596,714 | | | 0.5 | | | 602,063 | | | | |
| Messenger, LLC | One stop | | SF + 5.75% | (i) | | 8.50% | | 12/2027 | | 181,687 | | | 180,101 | | | 0.1 | | | 181,687 | | | | |
| Messenger, LLC | One stop | | SF + 5.75% | (i) | | 8.88% | | 12/2027 | | 91,072 | | | 90,276 | | | 0.1 | | | 91,072 | | | | |
| Messenger, LLC | One stop | | P + 4.75% | (d) | | 11.00% | | 12/2027 | | 22,213 | | | 21,871 | | | — | | | 22,213 | | | | |
| | | | | | | | | | | 897,035 | | | 888,962 | | | 0.7 | | | 897,035 | | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | |
| Caerus Midco 3 S.A.R.L.#(7)(13) | One stop | | SF + 5.50% | (k) | | 9.48% | | 05/2029 | | 796,407 | | | 781,283 | | | 0.6 | | | 780,479 | | | | |
| Caerus Midco 3 S.A.R.L.(5)(7)(13) | One stop | | SF + 5.50% | | | N/A(6) | | 05/2029 | | — | | | (1,592) | | | — | | | (1,677) | | | | |
| Caerus Midco 3 S.A.R.L.(5)(7)(13) | One stop | | SF + 5.50% | | | N/A(6) | | 05/2029 | | — | | | (1,137) | | | — | | | (2,395) | | | | |
| Cobalt Buyer Sub, Inc. | One stop | | L + 5.25% | (a) | | 8.37% | | 10/2028 | | 602,051 | | | 591,728 | | | 0.4 | | | 571,948 | | | | |
| Cobalt Buyer Sub, Inc. | One stop | | L + 5.25% | (a) | | 8.37% | | 10/2028 | | 183,542 | | | 179,988 | | | 0.1 | | | 173,455 | | | | |
| Cobalt Buyer Sub, Inc. | One stop | | L + 5.25% | (a) | | 8.37% | | 10/2027 | | 36,000 | | | 34,500 | | | — | | | 31,500 | | | | |
| Spark Bidco Limited(7)(8)(9) | Senior loan | | SN + 4.50% | (h) | | 6.69% | | 08/2028 | | 1,256,912 | | | 1,529,151 | | | 1.0 | | | 1,256,912 | | | | |
| Spark Bidco Limited(7)(8)(9) | Senior loan | | SN + 4.50% | (h) | | 6.69% | | 08/2028 | | 152,353 | | | 172,512 | | | 0.1 | | | 152,353 | | | | |
| Spark Bidco Limited(5)(7)(8)(9) | Senior loan | | SN + 4.50% | | | N/A(6) | | 02/2028 | | — | | | (2,217) | | | — | | | — | | | | |
| | | | | | | | | | | 3,027,265 | | | 3,284,216 | | | 2.2 | | | 2,962,575 | | | | |
See Notes to Consolidated Financial Statements
17
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Professional Services | | | | | | | | | | | | | | | | | | |
| Citrin Cooperman Advisors LLC | One stop | | SF + 5.00% | (i)(j) | | 7.80% | | 10/2027 | | $ | 170,725 | | | $ | 167,816 | | | 0.1 | | % | $ | 170,725 | | | | |
| DISA Holdings Corp.# | Senior loan | | SF + 5.50% | (i) | | 8.18% | | 09/2028 | | 207,725 | | | 203,612 | | | 0.1 | | | 203,571 | | | | |
| DISA Holdings Corp. | Senior loan | | SF + 5.50% | (i) | | 8.18% | | 09/2028 | | 2,226 | | | 1,638 | | | — | | | 1,632 | | | | |
| DISA Holdings Corp.(5) | Senior loan | | SF + 5.50% | | | N/A(6) | | 09/2028 | | — | | | (551) | | | — | | | (556) | | | | |
| Eliassen Group, LLC# | One stop | | SF + 5.75% | (j) | | 9.30% | | 04/2028 | | 75,358 | | | 74,661 | | | 0.1 | | | 75,358 | | | | |
| Eliassen Group, LLC | One stop | | SF + 5.75% | (j) | | 9.13% | | 04/2028 | | 7,252 | | | 7,084 | | | — | | | 7,252 | | | | |
| Filevine, Inc. | One stop | | SF + 6.50% | (j)(k) | | 5.43% cash/2.50% PIK | | 04/2027 | | 292,999 | | | 284,396 | | | 0.2 | | | 293,313 | | | | |
| Filevine, Inc.(5) | One stop | | SF + 6.50% | | | N/A(6) | | 04/2027 | | — | | | (57) | | | — | | | 14 | | | | |
| IG Investments Holdings, LLC | One stop | | L + 6.00% | (a)(b) | | 9.47% | | 09/2028 | | 405,209 | | | 398,570 | | | 0.3 | | | 405,209 | | | | |
| IG Investments Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2027 | | — | | | (707) | | | — | | | — | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp. | One stop | | L + 5.25% | (a)(b) | | 8.06% | | 11/2028 | | 3,268,880 | | | 3,247,538 | | | 2.3 | | | 3,170,814 | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp. | One stop | | L + 5.25% | (b) | | 8.10% | | 11/2028 | | 75,334 | | | 73,773 | | | 0.1 | | | 68,334 | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp.(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2028 | | — | | | (6,191) | | | — | | | (28,448) | | | | |
| NBG Acquisition Corp. and NBG-P Acquisition Corp.(5) | One stop | | L + 5.25% | | | N/A(6) | | 11/2028 | | — | | | (540) | | | — | | | (2,286) | | | | |
| ProcessMAP Corporation | One stop | | L + 6.25% | (b) | | 6.17% cash/3.75% PIK | | 12/2027 | | 215,353 | | | 213,524 | | | 0.2 | | | 211,046 | | | | |
| ProcessMAP Corporation(5) | One stop | | L + 6.00% | | | N/A(6) | | 12/2027 | | — | | | (286) | | | — | | | (654) | | | | |
| Procure Acquireco, Inc. | One stop | | L + 5.25% | (c) | | 8.00% | | 12/2028 | | 961,886 | | | 953,340 | | | 0.7 | | | 961,886 | | | | |
| Procure Acquireco, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 12/2028 | | — | | | (526) | | | — | | | — | | | | |
| Procure Acquireco, Inc.(5) | One stop | | L + 5.25% | | | N/A(6) | | 12/2028 | | — | | | (4,893) | | | — | | | — | | | | |
| | | | | | | | | | | 5,682,947 | | | 5,612,201 | | | 4.1 | | | 5,537,210 | | | | |
| Software | | | | | | | | | | | | | | | | | | |
| Anaplan, Inc.# | One stop | | SF + 6.50% | (i) | | 9.53% | | 06/2029 | | 8,551,848 | | | 8,469,741 | | | 6.1 | | | 8,380,811 | | | | |
| Anaplan, Inc.(5) | One stop | | SF + 6.50% | | | N/A(6) | | 06/2028 | | — | | | (1,727) | | | — | | | (3,623) | | | | |
| Armstrong Bidco Limited#(7)(8)(9) | One stop | | SN + 5.75% | (h) | | 7.94% | | 06/2029 | | 571,182 | | | 608,466 | | | 0.4 | | | 554,046 | | | | |
| Armstrong Bidco Limited(7)(8)(9) | One stop | | SN + 5.75% | (h) | | 7.94% | | 06/2029 | | 98,201 | | | 96,325 | | | 0.1 | | | 89,260 | | | | |
| Auvik Networks Inc.(7)(10) | One stop | | SF + 5.75% | (j) | | 5.73% cash/2.75% PIK | | 07/2027 | | 403,836 | | | 400,676 | | | 0.3 | | | 392,109 | | | | |
| Auvik Networks Inc.#(7)(10) | One stop | | SF + 6.25% | (j) | | 5.73% cash/3.25% PIK | | 07/2027 | | 84,322 | | | 83,530 | | | 0.1 | | | 83,478 | | | | |
| Auvik Networks Inc.(5)(7)(10) | One stop | | SF + 5.75% | | | N/A(6) | | 07/2027 | | — | | | (603) | | | — | | | (2,178) | | | | |
| Bayshore Intermediate #2, L.P. | One stop | | L + 7.75% | (a) | | 10.43% | | 10/2028 | | 3,621,211 | | | 3,556,912 | | | 2.6 | | | 3,621,211 | | | | |
| Bayshore Intermediate #2, L.P.(5) | One stop | | L + 6.75% | | | N/A(6) | | 10/2027 | | — | | | (3,125) | | | — | | | — | | | | |
| Bonterra LLC | One stop | | L + 6.25% | (b) | | 9.92% | | 09/2027 | | 3,389,244 | | | 3,347,382 | | | 2.5 | | | 3,355,352 | | | | |
| Bonterra LLC | One stop | | L + 6.25% | (b) | | 9.92% | | 09/2027 | | 122,016 | | | 119,547 | | | 0.1 | | | 120,016 | | | | |
| Bonterra LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 09/2027 | | — | | | (4,646) | | | — | | | (7,272) | | | | |
| Bottomline Technologies, Inc. | One stop | | SF + 5.50% | (i) | | 8.35% | | 05/2029 | | 1,567,400 | | | 1,537,780 | | | 1.1 | | | 1,520,378 | | | | |
| Bottomline Technologies, Inc.(5) | One stop | | SF + 5.50% | | | N/A(6) | | 05/2028 | | — | | | (2,442) | | | — | | | (3,915) | | | | |
| Daxko Acquisition Corporation | One stop | | L + 5.50% | (a) | | 8.62% | | 10/2028 | | 1,561,699 | | | 1,548,225 | | | 1.1 | | | 1,514,848 | | | | |
| Daxko Acquisition Corporation | One stop | | L + 5.50% | (a) | | 8.62% | | 10/2028 | | 131,706 | | | 130,035 | | | 0.1 | | | 127,755 | | | | |
| Daxko Acquisition Corporation(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2027 | | — | | | (1,506) | | | — | | | (4,538) | | | | |
| Daxko Acquisition Corporation(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (536) | | | — | | | (1,865) | | | | |
| Dragon UK Bidco Limited(7)(8)(9) | One stop | | SN + 6.00% | (h) | | 8.19% | | 02/2029 | | 720,010 | | | 838,540 | | | 0.5 | | | 676,809 | | | | |
| Dragon UK Bidco Limited(7)(8)(9) | One stop | | C + 6.00% | (g) | | 10.20% | | 02/2029 | | 470,836 | | | 498,387 | | | 0.3 | | | 442,586 | | | | |
| Dragon UK Bidco Limited(5)(7)(8)(9) | One stop | | SN + 6.00% | | | N/A(6) | | 02/2029 | | — | | | — | | | — | | | (10,186) | | | | |
| Gainsight, Inc. | One stop | | L + 6.75% | (b) | | 9.56% PIK | | 07/2027 | | 603,096 | | | 594,990 | | | 0.4 | | | 596,962 | | | | |
| Gainsight, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 07/2027 | | — | | | (1,602) | | | — | | | (1,138) | | | | |
| GTY Technology Holdings, Inc.# | One stop | | SF + 6.88% | (j) | | 9.81% cash/0.63% PIK | | 07/2029 | | 1,669,770 | | | 1,637,822 | | | 1.2 | | | 1,653,073 | | | | |
| GTY Technology Holdings, Inc.(5) | One stop | | SF + 6.88% | | | N/A(6) | | 07/2029 | | — | | | (1,332) | | | — | | | (689) | | | | |
| GTY Technology Holdings, Inc.(5) | One stop | | SF + 6.88% | | | N/A(6) | | 07/2029 | | — | | | (12,586) | | | — | | | (13,024) | | | | |
See Notes to Consolidated Financial Statements
18
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| ICIMS, Inc.# | One stop | | SF + 6.75% | (j) | | 9.49% | | 08/2028 | | $ | 13,524,925 | | | $ | 13,292,990 | | | 9.9 | | % | $ | 13,406,582 | | | | |
| ICIMS, Inc.(5) | One stop | | SF + 6.75% | | | N/A(6) | | 08/2028 | | — | | | (4,847) | | | — | | | (2,473) | | | | |
| ICIMS, Inc. | One stop | | SF + 6.75% | | | N/A(6) | | 08/2028 | | — | | | — | | | — | | | — | | | | |
| IQN Holding Corp. # | One stop | | SF + 5.50% | (j) | | 8.41% | | 05/2029 | | 836,653 | | | 827,133 | | | 0.6 | | | 828,287 | | | | |
| IQN Holding Corp. (5) | One stop | | SF + 5.50% | | | N/A(6) | | 05/2028 | | — | | | (644) | | | — | | | (692) | | | | |
| IQN Holding Corp. (5) | One stop | | SF + 5.50% | | | N/A(6) | | 05/2029 | | — | | | (2,915) | | | — | | | (3,930) | | | | |
| Island Bidco AB#(7)(8)(15) | One stop | | E + 7.25% | (f) | | 0.23% cash/7.25% PIK | | 07/2028 | | 301,205 | | | 317,343 | | | 0.2 | | | 298,193 | | | | |
| Island Bidco AB#(7)(15) | One stop | | SF + 7.00% | (k) | | 6.09% cash/3.50% PIK | | 07/2028 | | 165,500 | | | 163,914 | | | 0.1 | | | 163,845 | | | | |
| Island Bidco AB(5)(7)(15) | One stop | | SF + 6.50% | | | N/A(6) | | 07/2028 | | — | | | (257) | | | — | | | (268) | | | | |
| Island Bidco AB(5)(7)(8)(15) | One stop | | E + 6.50% | | | N/A(6) | | 07/2028 | | — | | | (497) | | | — | | | (488) | | | | |
| Kaseya Inc.# | One stop | | SF + 5.75% | (k) | | 8.29% | | 06/2029 | | 4,185,100 | | | 4,124,737 | | | 3.0 | | | 4,101,398 | | | | |
| Kaseya Inc.(5) | One stop | | SF + 5.75% | | | N/A(6) | | 06/2029 | | — | | | (1,561) | | | — | | | (3,250) | | | | |
| Kaseya Inc.(5) | One stop | | SF + 5.75% | | | N/A(6) | | 06/2029 | | — | | | (3,208) | | | — | | | (5,048) | | | | |
| Ministry Brands Holdings LLC | One stop | | L + 5.50% | (b) | | 9.17% | | 12/2028 | | 1,199,075 | | | 1,188,374 | | | 0.9 | | | 1,163,102 | | | | |
| Ministry Brands Holdings LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2027 | | — | | | (1,029) | | | — | | | (3,000) | | | | |
| Ministry Brands Holdings LLC(5) | One stop | | L + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (9,777) | | | — | | | (32,868) | | | | |
| Newscycle Solutions, Inc. | Senior loan | | L + 7.00% | (b) | | 10.67% | | 12/2022 | | 6,086 | | | 6,046 | | | — | | | 6,086 | | | | |
| ProcessUnity Holdings, LLC | One stop | | L + 6.00% | (b) | | 9.67% | | 09/2028 | | 239,100 | | | 237,057 | | | 0.2 | | | 239,100 | | | | |
| ProcessUnity Holdings, LLC | One stop | | L + 6.00% | (a) | | 9.11% | | 09/2028 | | 22,500 | | | 21,731 | | | — | | | 22,500 | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (408) | | | — | | | — | | | | |
| QAD, Inc. | One stop | | L + 6.00% | (a) | | 9.12% | | 11/2027 | | 3,916,036 | | | 3,882,774 | | | 2.8 | | | 3,837,715 | | | | |
| QAD, Inc.(5) | One stop | | L + 6.00% | | | N/A(6) | | 11/2027 | | — | | | (3,944) | | | — | | | (9,286) | | | | |
| Quant Buyer, Inc. | One stop | | SF + 5.50% | (j) | | 8.47% | | 06/2029 | | 2,446,270 | | | 2,422,954 | | | 1.7 | | | 2,361,433 | | | | |
| Quant Buyer, Inc.# | One stop | | SF + 5.50% | (j) | | 8.47% | | 06/2029 | | 2,060,900 | | | 2,041,258 | | | 1.5 | | | 1,989,428 | | | | |
| Quant Buyer, Inc.(5) | One stop | | SF + 5.50% | | | N/A(6) | | 06/2029 | | — | | | (875) | | | — | | | (3,184) | | | | |
| Rainforest Bidco Limited(7)(8)(9) | One stop | | SN + 5.75% | (h) | | 7.94% | | 07/2029 | | 613,023 | | | 636,381 | | | 0.4 | | | 604,594 | | | | |
| Rainforest Bidco Limited(7)(8)(9) | One stop | | SN + 5.75% | | | N/A(6) | | 01/2029 | | — | | | — | | | — | | | — | | | | |
| Rainforest Bidco Limited(5)(7)(8)(9) | One stop | | SN + 5.75% | | | N/A(6) | | 07/2029 | | — | | | (2,472) | | | — | | | (2,408) | | | | |
| Riskonnect Parent, LLC# | One stop | | SF + 5.50% | (k) | | 9.73% | | 12/2028 | | 4,217,881 | | | 4,180,555 | | | 3.1 | | | 4,175,702 | | | | |
| Riskonnect Parent, LLC(5) | One stop | | SF + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (2,162) | | | — | | | (2,447) | | | | |
| Riskonnect Parent, LLC(5) | One stop | | SF + 5.50% | | | N/A(6) | | 12/2028 | | — | | | (1,133) | | | — | | | (1,176) | | | | |
| SailPoint Technologies Holdings, Inc.# | One stop | | SF + 6.25% | (i) | | 9.10% | | 08/2029 | | 17,386,264 | | | 17,044,795 | | | 12.7 | | | 17,212,402 | | | | |
| SailPoint Technologies Holdings, Inc.(5) | One stop | | SF + 6.25% | | | N/A(6) | | 08/2028 | | — | | | (6,152) | | | — | | | (3,137) | | | | |
| Sapphire Bidco Oy(7)(8)(14) | One stop | | E + 6.00% | (e) | | 6.00% | | 04/2029 | | 1,675,886 | | | 1,691,061 | | | 1.2 | | | 1,659,127 | | | | |
| Tahoe Bidco B.V. | One stop | | L + 6.00% | (a) | | 8.68% | | 09/2028 | | 683,100 | | | 677,245 | | | 0.5 | | | 683,100 | | | | |
| Tahoe Bidco B.V. (5) | One stop | | L + 6.00% | | | N/A(6) | | 10/2027 | | — | | | (625) | | | — | | | — | | | | |
| Templafy APS and Templafy, LLC#(7)(17) | One stop | | SF + 6.50% | (k) | | 9.64% | | 07/2028 | | 553,900 | | | 539,151 | | | 0.4 | | | 538,308 | | | | |
| Templafy APS and Templafy, LLC(5)(7)(17) | One stop | | SF + 6.50% | | | N/A(6) | | 07/2028 | | — | | | (223) | | | — | | | (230) | | | | |
| Templafy APS and Templafy, LLC(5)(7)(17) | One stop | | SF + 6.50% | | | N/A(6) | | 07/2028 | | — | | | (3,022) | | | — | | | (3,116) | | | | |
| Vendavo, Inc. | One stop | | L + 5.75% | (b) | | 8.99% | | 09/2027 | | 1,110,978 | | | 1,102,970 | | | 0.8 | | | 1,066,539 | | | | |
| Vendavo, Inc. | One stop | | P + 4.75% | (d) | | 11.00% | | 09/2027 | | 40,000 | | | 38,919 | | | — | | | 34,000 | | | | |
| WebPT, Inc. | One stop | | L + 6.75% | (b) | | 9.82% | | 01/2028 | | 34,800 | | | 34,325 | | | — | | | 34,452 | | | | |
| | | | | | | | | | | 78,785,559 | | | 77,864,215 | | | 56.9 | | | 77,429,158 | | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | |
| Ave Holdings III, Corp | One stop | | SF + 5.50% | (j) | | 9.20% | | 02/2028 | | 1,031,881 | | | 1,013,220 | | | 0.7 | | | 1,000,924 | | | | |
| Ave Holdings III, Corp | One stop | | SF + 5.50% | (j) | | 8.71% | | 02/2028 | | 169,797 | | | 150,582 | | | 0.1 | | | 111,448 | | | | |
| Ave Holdings III, Corp | One stop | | P + 4.50% | (d) | | 10.75% | | 02/2028 | | 9,119 | | | 7,440 | | | — | | | 6,327 | | | | |
| PPV Intermediate Holdings, LLC# | One stop | | SF + 5.75% | (j)(k) | | 9.29% | | 08/2029 | | 11,618,144 | | | 11,395,701 | | | 8.4 | | | 11,385,781 | | | | |
See Notes to Consolidated Financial Statements
19
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| PPV Intermediate Holdings, LLC | One stop | | N/A | | | 13.00% | | 08/2030 | | $ | 1,895,313 | | | $ | 1,848,935 | | | 1.3 | | % | $ | 1,847,930 | | | | |
| PPV Intermediate Holdings, LLC(5) | One stop | | N/A | | | 13.00% | | 08/2030 | | 514 | | | (7,216) | | | — | | | (7,305) | | | | |
| PPV Intermediate Holdings, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 08/2029 | | — | | | (7,435) | | | — | | | (7,526) | | | | |
| PPV Intermediate Holdings, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 08/2029 | | — | | | (34,844) | | | — | | | (28,055) | | | | |
| Salon Lofts Group, LLC# | One stop | | SF + 5.75% | (j) | | 9.30% | | 08/2028 | | 4,781,700 | | | 4,734,559 | | | 3.5 | | | 4,733,883 | | | | |
| Salon Lofts Group, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 08/2028 | | — | | | (1,766) | | | — | | | (1,791) | | | | |
| Salon Lofts Group, LLC(5) | One stop | | SF + 5.75% | | | N/A(6) | | 08/2028 | | — | | | (24,047) | | | — | | | (24,392) | | | | |
| VSG Acquisition Corp. and Sherrill, Inc.# | One stop | | SF + 5.50% | (j) | | 9.31% | | 04/2028 | | 462,341 | | | 455,953 | | | 0.3 | | | 457,718 | | | | |
| VSG Acquisition Corp. and Sherrill, Inc. | One stop | | P + 4.50% | (d) | | 10.75% | | 04/2028 | | 42,333 | | | 41,479 | | | — | | | 41,715 | | | | |
| VSG Acquisition Corp. and Sherrill, Inc. | One stop | | L + 5.50% | (b) | | 9.31% | | 04/2028 | | 11,570 | | | 3,577 | | | — | | | 5,785 | | | | |
| | | | | | | | | | | 20,022,712 | | | 19,576,138 | | | 14.3 | | | 19,522,442 | | | | |
| Textiles, Apparel and Luxury Goods | | | | | | | | | | | | | | | | | | |
| QF Holdings, Inc. | One stop | | L + 6.25% | (c) | | 10.43% | | 12/2027 | | 34,800 | | | 34,326 | | | — | | | 34,800 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Water Utilities | | | | | | | | | | | | | | | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | (b) | | 7.77% | | 11/2026 | | 33,095 | | | 31,380 | | | — | | | 30,121 | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | (a) | | 7.62% | | 11/2026 | | 11,765 | | | 11,672 | | | — | | | 11,530 | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | P + 3.50% | (d) | | 9.75% | | 10/2026 | | 1,938 | | | 1,823 | | | — | | | 1,647 | | | | |
| | | | | | | | | | | 46,798 | | | 44,875 | | | — | | | 43,298 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total debt investments | | | | | | | | | $ | 196,806,655 | | | $ | 195,619,525 | | | 141.3 | | % | $ | 192,104,826 | | | | |
See Notes to Consolidated Financial Statements
20
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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(18)(19) | | | | | | | | | | | | | | | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC | LP units | | N/A | | | N/A | | N/A | | 51 | | | $ | 51,000 | | | — | | % | $ | 41,691 | | | | |
| Go Car Wash Parent, Corp. | Preferred stock | | N/A | | | N/A | | N/A | | 15 | | | 154,613 | | | 0.1 | | | 166,409 | | | | |
| Go Car Wash Parent, Corp. | Common Stock | | N/A | | | N/A | | N/A | | 3 | | | 96,851 | | | 0.1 | | | 119,030 | | | | |
| National Express Wash Parent Holdco, LLC | LP units | | N/A | | | N/A | | N/A | | 811 | | | 81,100 | | | 0.1 | | | 81,100 | | | | |
| POY Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 40,600 | | | 40,600 | | | 0.1 | | | 79,881 | | | | |
| | | | | | | | | | | | | 424,164 | | | 0.4 | | | 488,111 | | | | |
| Building Products | | | | | | | | | | | | | | | | | | |
| BECO Holding Company, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 15,000 | | | 1,455,000 | | | 1.2 | | | 1,628,713 | | | | |
| BECO Holding Company, Inc. | LP interest | | N/A | | | N/A | | N/A | | 1,030 | | | 103,000 | | | 0.1 | | | 113,342 | | | | |
| | | | | | | | | | | | | 1,558,000 | | | 1.3 | | | 1,742,055 | | | | |
| Commercial Services and Supplies | | | | | | | | | | | | | | | | | | |
| CI (Quercus) Intermediate Holdings, LLC | LP interest | | N/A | | | N/A | | N/A | | 36,042 | | | 36,042 | | | — | | | 38,622 | | | | |
| EGD Security Systems, LLC | Common Stock | | N/A | | | N/A | | N/A | | 376,100 | | | 376,100 | | | 0.2 | | | 353,384 | | | | |
| Radwell Parent, LLC | LP units | | N/A | | | N/A | | N/A | | 717 | | | 71,742 | | | 0.1 | | | 81,786 | | | | |
| | | | | | | | | | | | | 483,884 | | | 0.3 | | | 473,792 | | | | |
| Containers and Packaging | | | | | | | | | | | | | | | | | | | |
| Chase Intermediate | LP units | | N/A | | | N/A | | N/A | | 18,987 | | | 18,987 | | | — | | | 23,112 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | |
| DP Flores Holdings, LLC | LLC units | | N/A | | | N/A | | N/A | | 92,817 | | | 92,817 | | | 0.1 | | | 92,817 | | | | |
| EMS LINQ, LLC | LP interest | | N/A | | | N/A | | N/A | | 32,700 | | | 32,700 | | | — | | | 30,063 | | | | |
| HS Spa Holdings, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 30,606 | | | 30,606 | | | — | | | 29,357 | | | | |
| | | | | | | | | | | | | 156,123 | | | 0.1 | | | 152,237 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Food Products | | | | | | | | | | | | | | | | | | |
| Louisiana Fish Fry Products, Ltd. | Common Stock | | N/A | | | N/A | | N/A | | 34 | | | 34,302 | | | — | | | 17,825 | | | | |
| Louisiana Fish Fry Products, Ltd. | Preferred stock | | N/A | | | N/A | | N/A | | 1 | | | 896 | | | — | | | 921 | | | | |
| | | | | | | | | | | | | 35,198 | | | — | | | 18,746 | | | | |
| Healthcare Providers and Services | | | | | | | | | | | | | | | | | | |
| Suveto Buyer, LLC | Common Stock | | N/A | | | N/A | | N/A | | 354 | | | 35,406 | | | — | | | 20,626 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | |
| Harri US LLC | LLC units | | N/A | | | N/A | | N/A | | 5,456 | | | 43,375 | | | 0.1 | | | 43,375 | | | | |
| Harri US LLC | Preferred stock | | N/A | | | N/A | | N/A | | 4,677 | | | 30,026 | | | — | | | 33,767 | | | | |
| Harri US LLC | Warrant | | N/A | | | N/A | | N/A | | 1,181 | | | 6,968 | | | — | | | 8,515 | | | | |
| | | | | | | | | | | | | 80,369 | | | 0.1 | | | 85,657 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | |
| Critical Start, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 17,100 | | | 17,100 | | | — | | | 17,100 | | | | |
| Kentik Technologies, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 11,035 | | | 63,399 | | | 0.1 | | | 67,272 | | | | |
| Netwrix Corporation | LLC units | | N/A | | | N/A | | N/A | | 7,424 | | | 15,060 | | | — | | | 16,629 | | | | |
| | | | | | | | | | | | | 95,559 | | | 0.1 | | | 101,001 | | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | |
| PAS Parent Inc. | LP interest | | N/A | | | N/A | | N/A | | 824 | | | 82,433 | | | 0.1 | | | 68,933 | | | | |
| Reaction Biology Corporation | LLC units | | N/A | | | N/A | | N/A | | 38 | | | 38,496 | | | — | | | 38,886 | | | | |
| | | | | | | | | | | | | 120,929 | | | 0.1 | | | 107,819 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Paper and Forest Products | | | | | | | | | | | | | | | | | | |
| Messenger, LLC | LLC units | | N/A | | | N/A | | N/A | | 274 | | | 27,396 | | | — | | | 24,649 | | | | |
| Messenger, LLC | LLC units | | N/A | | | N/A | | N/A | | 44 | | | — | | | — | | | — | | | | |
| | | | | | | | | | | | | 27,396 | | | — | | | 24,649 | | | | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements
21
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | |
| Cobalt Buyer Sub, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 493 | | | $ | 478,183 | | | 0.4 | | % | $ | 550,484 | | | | |
| Cobalt Buyer Sub, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 10 | | | 10,472 | | | — | | | 9,565 | | | | |
| Cobalt Buyer Sub, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 106 | | | 106 | | | — | | | — | | | | |
| | | | | | | | | | | | | 488,761 | | | 0.4 | | | 560,049 | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | |
| Enboarder, Inc.(7)(12) | Preferred stock | | N/A | | | N/A | | N/A | | 3,111 | | | 32,090 | | | — | | | 34,713 | | | | |
| Filevine, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 36,385 | | | 230,594 | | | 0.2 | | | 243,344 | | | | |
| Filevine, Inc. | Warrant | | N/A | | | N/A | | N/A | | 5,426 | | | 8,064 | | | — | | | 25,220 | | | | |
| Procure Acquireco, Inc. | LP interest | | N/A | | | N/A | | N/A | | 42 | | | 42,290 | | | 0.1 | | | 44,841 | | | | |
| | | | | | | | | | | | | 313,038 | | | 0.3 | | | 348,118 | | | | |
| Software | | | | | | | | | | | | | | | | | | |
| Anaplan, Inc. | LP interest | | N/A | | | N/A | | N/A | | 335,957 | | | 336,148 | | | 0.3 | | | 335,957 | | | | |
| Auvik Networks Inc.(7)(10) | Preferred stock | | N/A | | | N/A | | N/A | | 1,657 | | | 16,589 | | | — | | | 18,016 | | | | |
| Bayshore Intermediate #2, L.P. | Common Stock | | N/A | | | N/A | | N/A | | 242,867 | | | 242,867 | | | 0.2 | | | 227,387 | | | | |
| Cynet Security Ltd.(7)(16) | Preferred stock | | N/A | | | N/A | | N/A | | 12,894 | | | 45,908 | | | — | | | 45,907 | | | | |
| GTY Technology Holdings, Inc. | LP units | | N/A | | | N/A | | N/A | | 24,815 | | | 24,815 | | | — | | | 24,815 | | | | |
| Kaseya Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 1,845 | | | 1,798,778 | | | 1.4 | | | 1,905,115 | | | | |
| Kaseya Inc. | LP interest | | N/A | | | N/A | | N/A | | 46,009 | | | 46,009 | | | — | | | 46,009 | | | | |
| Ministry Brands Holdings LLC | LP interest | | N/A | | | N/A | | N/A | | 46,355 | | | 46,424 | | | — | | | 26,555 | | | | |
| QAD, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 55 | | | 54,909 | | | 0.1 | | | 52,609 | | | | |
| QAD, Inc. | Common Stock | | N/A | | | N/A | | N/A | | 3,787 | | | — | | | — | | | — | | | | |
| Riskonnect Parent, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 1,005 | | | 984,905 | | | 0.7 | | | 970,475 | | | | |
| Riskonnect Parent, LLC | Preferred stock | | N/A | | | N/A | | N/A | | 615 | | | 602,793 | | | 0.5 | | | 634,212 | | | | |
| Riskonnect Parent, LLC | LP interest | | N/A | | | N/A | | N/A | | 46,724 | | | 46,844 | | | — | | | 44,983 | | | | |
| Templafy APS and Templafy, LLC(7)(17) | Warrant | | N/A | | | N/A | | N/A | | 29 | | | 11,056 | | | — | | | 11,056 | | | | |
| | | | | | | | | | | | | 4,258,045 | | | 3.2 | | | 4,343,096 | | | | |
| Specialty Retail | | | | | | | | | | | | | | | | | | |
| Ave Holdings III, Corp | Preferred stock | | N/A | | | N/A | | N/A | | 986 | | | 956,845 | | | 0.7 | | | 1,021,816 | | | | |
| Ave Holdings III, Corp | LP units | | N/A | | | N/A | | N/A | | 105 | | | 105,066 | | | 0.1 | | | 99,857 | | | | |
| Salon Lofts Group, LLC | LP units | | N/A | | | N/A | | N/A | | 116 | | | 115,591 | | | 0.1 | | | 115,590 | | | | |
| VSG Acquisition Corp. and Sherrill, Inc. | LP units | | N/A | | | N/A | | N/A | | 47 | | | 4,714 | | | — | | | 4,941 | | | | |
| | | | | | | | | | | | | 1,182,216 | | | 0.9 | | | 1,242,204 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total equity investments | | | | $ | 9,278,075 | | | 7.2 | | % | $ | 9,731,272 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total investments | | $ | 196,806,655 | | | $ | 204,897,600 | | | 148.5 | % | $ | 201,836,098 | | | | |
| | | | | | | | | | | | | | |
| Money market funds (included in cash and cash equivalents) | | | | | | | | | | | |
| Morgan Stanley Institutional Money Market (CUSIP 61747C582) | | 2.77% (20) | | | | | | $ | 2,634,534 | | | 1.9 | | % | $ | 2,634,534 | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total investments and money market funds | | | | | | | | $ | 207,532,134 | | | 150.4 | | % | $ | 204,470,632 | | | | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements
22
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments- (continued)
September 30, 2022
(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’’), 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 September 30, 2022. 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, 2022, 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, 2022, as the loan may have priced or repriced based on an index rate prior to September 30, 2022.
(a) Denotes that all or a portion of the loan was indexed to the 30-day LIBOR, which was 3.14% as of September 30, 2022.
(b) Denotes that all or a portion of the loan was indexed to the 90-day LIBOR, which was 3.75% as of September 30, 2022.
(c) Denotes that all or a portion of the loan was indexed to the 180-day LIBOR, which was 4.23% as of September 30, 2022.
(d) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 6.25% as of September 30, 2022.
(e) Denotes that all or a portion of the loan was indexed to the 90-day EURIBOR, which was 1.17% as of September 30, 2022.
(f) Denotes that all or a portion of the loan was indexed to the 180-day EURIBOR, which was 1.81% as of September 30, 2022.
(g) Denotes that all or a portion of the loan was indexed to the 90-day CDOR, which was 4.20% as of September 30, 2022.
(h) Denotes that all or a portion of the loan was indexed to SONIA, which was 2.19% as of September 30, 2022.
(i) Denotes that all or a portion of the loan was indexed to the 30-day term SOFR Rate which was 3.04% as of September 30, 2022.
(j) Denotes that all or a portion of the loan was indexed to the 90-day term SOFR Rate which was 3.59% as of September 30, 2022.
(k) Denotes that all or a portion of the loan was indexed to the 180-day term SOFR Rate which was 3.99% as of September 30, 2022.
(2)For positions with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2022.
(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 6. 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, 2022. 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 September 30, 2022, total non-qualifying assets at fair value represented 3.5% 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 Netherlands.
(12)The headquarters of this portfolio company is located in Australia.
(13)The headquarters of this portfolio company is located in Luxembourg.
(14)The headquarters of this portfolio company is located in Finland.
(15)The headquarters of this portfolio company is located in Sweden.
(16)The headquarters of this portfolio company is located in Israel.
(17)The headquarters of this portfolio company is located in Denmark.
(18)Equity investments are non-income producing securities.
(19)Ownership of certain equity investments occurs through a holding company or partnership.
(20)The rate shown is the annualized seven-day yield as of September 30, 2022.
See Notes to Consolidated Financial Statements
23
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments
September 30, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | | | | | | | | | | | | | | | | | | | |
| Auto Components | | | | | | | | | | | | | | | | | | |
| Covercraft Parent III, Inc. | Senior loan | | L + 4.50% | (b) | | 5.50% | | 08/2027 | | $ | 279,099 | | | $ | 276,362 | | | 0.8 | | % | $ | 276,308 | | | | |
| Covercraft Parent III, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2027 | | — | | | (911) | | | — | | | (929) | | | | |
| Covercraft Parent III, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 08/2027 | | — | | | (995) | | | — | | | (1,015) | | | | |
| | | | | | | | | | | 279,099 | | | 274,456 | | | 0.8 | | | 274,364 | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC | One stop | | L + 5.25% | (b) | | 6.25% | | 07/2027 | | 1,806,600 | | | 1,789,144 | | | 4.9 | | | 1,788,534 | | | | |
| CG Group Holdings, LLC | One stop | | L + 5.25% | (a)(b) | | 6.25% | | 07/2026 | | 168,000 | | | 163,970 | | | 0.5 | | | 163,800 | | | | |
| | | | | | | | | | | 1,974,600 | | | 1,953,114 | | | 5.4 | | | 1,952,334 | | | | |
| Chemicals | | | | | | | | | | | | | | | | | | |
| PHM NL SP Bidco B.V.(7)(8)(11) | One stop | | E + 6.25% | (e) | | 6.25% | | 10/2028 | | 2,106,520 | | | 2,077,566 | | | 5.7 | | | 2,077,555 | | | | |
| PHM NL SP Bidco B.V.(7)(11) | One stop | | L + 6.25% | (c) | | 6.75% | | 10/2028 | | 790,419 | | | 779,555 | | | 2.1 | | | 779,551 | | | | |
| PHM NL SP Bidco B.V.(5)(7)(8)(11) | One stop | | E + 6.25% | | | N/A(6) | | 10/2028 | | — | | | (10,197) | | | — | | | (10,201) | | | | |
| | | | | | | | | | | 2,896,939 | | | 2,846,924 | | | 7.8 | | | 2,846,905 | | | | |
| Distributors | | | | | | | | | | | | | | | | | | |
| WSC Holdings Midco LLC | Senior loan | | L + 4.50% | (b) | | 5.50% | | 07/2027 | | 171,757 | | | 170,089 | | | 0.5 | | | 170,040 | | | | |
| WSC Holdings Midco LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (528) | | | — | | | (544) | | | | |
| WSC Holdings Midco LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (1,003) | | | — | | | (1,033) | | | | |
| | | | | | | | | | | 171,757 | | | 168,558 | | | 0.5 | | | 168,463 | | | | |
| Diversified Consumer Services | | | | | | | | | | | | | | | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 5.50% | | 07/2027 | | 98,836 | | | 97,882 | | | 0.3 | | | 97,848 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 5.50% | | 07/2027 | | 96,301 | | | 94,871 | | | 0.3 | | | 94,856 | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | (b) | | 5.50% | | 07/2027 | | 34,212 | | | 33,568 | | | 0.1 | | | 33,262 | | | | |
| COP Hometown Acquisitions, Inc.(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | (386) | | | — | | | (400) | | | | |
| COP Hometown Acquisitions, Inc. | Senior loan | | L + 4.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | | | |
| FSS Buyer LLC | One stop | | L + 5.75% | (b) | | 6.50% | | 08/2028 | | 314,200 | | | 307,992 | | | 0.8 | | | 307,916 | | | | |
| FSS Buyer LLC | One stop | | L + 5.75% | (b) | | 6.50% | | 08/2027 | | 17,143 | | | 16,354 | | | — | | | 16,343 | | | | |
| | | | | | | | | | | 560,692 | | | 550,281 | | | 1.5 | | | 549,825 | | | | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
24
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Diversified Financial Services | | | | | | | | | | | | | | | | | | |
| Banker's Toolbox, Inc. | One stop | | L + 5.50% | (b) | | 6.25% | | 07/2027 | | $ | 465,004 | | | $ | 458,449 | | | 1.3 | | % | $ | 465,004 | | | | |
| Banker's Toolbox, Inc. | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | | | |
| Banker's Toolbox, Inc. | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | — | | | — | | | — | | | | |
| | | | | | | | | | | 465,004 | | | 458,449 | | | 1.3 | | | 465,004 | | | | |
| Food Products | | | | | | | | | | | | | | | | | | |
| Louisiana Fish Fry Products, Ltd. | One stop | | L + 5.75% | (b) | | 6.75% | | 07/2027 | | 567,100 | | | 561,592 | | | 1.5 | | | 561,429 | | | | |
| Louisiana Fish Fry Products, Ltd. | One stop | | L + 5.75% | (b) | | 6.75% | | 07/2027 | | 36,250 | | | 34,842 | | | 0.1 | | | 34,800 | | | | |
| Ultimate Baked Goods Midco LLC | One stop | | L + 6.25% | (a) | | 7.25% | | 08/2027 | | 380,788 | | | 377,065 | | | 1.0 | | | 376,980 | | | | |
| Ultimate Baked Goods Midco LLC | One stop | | L + 6.25% | (b) | | 7.25% | | 08/2027 | | 10,980 | | | 8,128 | | | — | | | 10,304 | | | | |
| Whitebridge Pet Brands, LLC | One stop | | L + 5.00% | (a) | | 6.00% | | 07/2027 | | 876,000 | | | 867,496 | | | 2.4 | | | 867,240 | | | | |
| Whitebridge Pet Brands, LLC | One stop | | L + 5.00% | (a) | | 6.00% | | 07/2027 | | 10,000 | | | 8,544 | | | — | | | 8,500 | | | | |
| | | | | | | | | | | 1,881,118 | | | 1,857,667 | | | 5.0 | | | 1,859,253 | | | | |
| Healthcare Providers and Services | | | | | | | | | | | | | | | | | | |
| Datix Bidco Limited(7)(8)(9) | Senior loan | | L + 4.50% | (f) | | 4.55% | | 04/2025 | | 3,445,251 | | | 3,376,922 | | | 9.2 | | | 3,331,055 | | | | |
| Datix Bidco Limited(7)(8)(9) | Second lien | | L + 7.75% | (f) | | 7.80% | | 04/2026 | | 1,222,575 | | | 1,198,283 | | | 3.3 | | | 1,182,051 | | | | |
| Suveto Buyer, LLC | One stop | | L + 4.25% | (b) | | 5.00% | | 09/2027 | | 245,606 | | | 230,542 | | | 0.6 | | | 230,389 | | | | |
| Suveto Buyer, LLC(5) | One stop | | L + 4.25% | | | N/A(6) | | 09/2027 | | — | | | (1,797) | | | — | | | (1,815) | | | | |
| | | | | | | | | | | 4,913,432 | | | 4,803,950 | | | 13.1 | | | 4,741,680 | | | | |
| Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | |
| Harri US LLC | One stop | | L + 10.00% | (b) | | 7.00% cash/4.00% PIK | | 08/2026 | | 44,349 | | | 37,364 | | | 0.1 | | | 40,685 | | | | |
| Harri US LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2026 | | — | | | (97) | | | — | | | 81 | | | | |
| Harri US LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 08/2026 | | — | | | (400) | | | — | | | (2,443) | | | | |
| | | | | | | | | | | 44,349 | | | 36,867 | | | 0.1 | | | 38,323 | | | | |
| Insurance | | | | | | | | | | | | | | | | | | |
| Alera Group, Inc. | One stop | | L + 5.50% | (a) | | 6.25% | | 10/2028 | | 1,451,763 | | | 1,437,251 | | | 4.0 | | | 1,437,246 | | | | |
| Alera Group, Inc.(5) | One stop | | L + 5.50% | | | N/A(6) | | 10/2028 | | — | | | (2,061) | | | — | | | (4,124) | | | | |
| AMBA Buyer, Inc. | One stop | | L + 5.75% | (b) | | 6.50% | | 07/2027 | | 184,931 | | | 183,135 | | | 0.5 | | | 183,082 | | | | |
| AMBA Buyer, Inc. (5) | One stop | | L + 5.75% | | | N/A(6) | | 07/2027 | | — | | | (210) | | | — | | | (216) | | | | |
| AMBA Buyer, Inc. (5) | One stop | | L + 5.75% | | | N/A(6) | | 07/2027 | | — | | | (266) | | | — | | | (274) | | | | |
| Long Term Care Group, Inc. | One stop | | L + 6.00% | (b) | | 6.75% | | 09/2027 | | 170,780 | | | 167,400 | | | 0.5 | | | 167,364 | | | | |
| Pareto Health Intermediate Holdings, Inc. | One stop | | L + 5.75% | (c) | | 6.75% | | 08/2025 | | 419,050 | | | 415,037 | | | 1.1 | | | 414,859 | | | | |
| | | | | | | | | | | 2,226,524 | | | 2,200,286 | | | 6.1 | | | 2,197,937 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | |
| CivicPlus, LLC | One stop | | L + 6.25% | (b) | | 7.00% | | 08/2027 | | 349,800 | | | 346,363 | | | 1.0 | | | 346,302 | | | | |
| CivicPlus, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2027 | | — | | | (472) | | | — | | | (480) | | | | |
| CivicPlus, LLC(5) | One stop | | L + 6.25% | | | N/A(6) | | 08/2027 | | — | | | (1,611) | | | — | | | (1,639) | | | | |
| Cordeagle US Finco, Inc. | One stop | | L + 6.75% | (b) | | 7.75% | | 07/2027 | | 192,180 | | | 188,447 | | | 0.5 | | | 188,336 | | | | |
| Cordeagle US Finco, Inc.(5) | One stop | | L + 6.75% | | | N/A(6) | | 07/2027 | | — | | | (906) | | | — | | | (933) | | | | |
| | | | | | | | | | | 541,980 | | | 531,821 | | | 1.5 | | | 531,586 | | | | |
| | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
25
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Type | | Spread Above Index(1) | | Interest Rate(2) | | Maturity Date | | Principal ($) / Shares(3) | | Amortized Cost | | Percentage of Net Assets | | Fair Value (4) | | | |
| Life Sciences Tools & Services | | | | | | | | | | | | | | | | | | |
| Unchained Labs, LLC | Senior loan | | L + 5.50% | (a) | | 6.50% | | 08/2027 | | $ | 48,928 | | | $ | 47,973 | | | 0.1 | | % | $ | 47,949 | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (567) | | | — | | | (581) | | | | |
| Unchained Labs, LLC(5) | Senior loan | | L + 5.50% | | | N/A(6) | | 08/2027 | | — | | | (1,197) | | | — | | | (1,226) | | | | |
| | | | | | | | | | | 48,928 | | | 46,209 | | | 0.1 | | | 46,142 | | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | | | | |
| Spark Bidco Limited(7)(8)(9) | Senior loan | | SN + 4.75% | (g) | | 4.80% | | 08/2028 | | 1,548,731 | | | 1,525,836 | | | 4.1 | | | 1,497,627 | | | | |
| 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 | | — | | | (4,336) | | | — | | | (4,308) | | | | |
| | | | | | | | | | | 1,548,731 | | | 1,521,500 | | | 4.1 | | | 1,493,319 | | | | |
| Professional Services | | | | | | | | | | | | | | | | | | |
| IG Investments Holdings, LLC | One stop | | L + 6.00% | (b) | | 6.75% | | 09/2028 | | 373,914 | | | 366,462 | | | 1.0 | | | 366,436 | | | | |
| IG Investments Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2027 | | — | | | (849) | | | — | | | (853) | | | | |
| | | | | | | | | | | 373,914 | | | 365,613 | | | 1.0 | | | 365,583 | | | | |
| Software | | | | | | | | | | | | | | | | | | |
| Auvik Networks Inc.(7)(10) | One stop | | L + 5.75% | (b) | | 4.00% cash/2.75% PIK | | 07/2027 | | 392,800 | | | 388,985 | | | 1.1 | | | 388,872 | | | | |
| Auvik Networks Inc.(5)(7)(10) | One stop | | L + 5.50% | | | N/A(6) | | 07/2027 | | — | | | (728) | | | — | | | (750) | | | | |
| Cybergrants Holdings, LLC | One stop | | L + 6.50% | (b) | | 7.25% | | 09/2027 | | 3,156,700 | | | 3,109,846 | | | 8.6 | | | 3,125,133 | | | | |
| Cybergrants Holdings, LLC(5) | One stop | | L + 6.50% | | | N/A(6) | | 09/2027 | | — | | | (2,969) | | | — | | | (2,000) | | | | |
| Cybergrants Holdings, LLC(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2027 | | — | | | (2,400) | | | — | | | (2,426) | | | | |
| Gainsight, Inc. | One stop | | L + 6.25% | (b) | | 7.00% | | 07/2027 | | 411,800 | | | 404,801 | | | 1.1 | | | 404,593 | | | | |
| Gainsight, Inc.(5) | One stop | | L + 6.25% | | | N/A(6) | | 07/2027 | | — | | | (1,934) | | | — | | | (1,992) | | | | |
| ProcessUnity Holdings, LLC | One stop | | L + 6.00% | (c) | | 6.75% | | 09/2028 | | 239,100 | | | 236,716 | | | 0.7 | | | 236,709 | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (898) | | | — | | | (900) | | | | |
| ProcessUnity Holdings, LLC(5) | One stop | | L + 6.00% | | | N/A(6) | | 09/2028 | | — | | | (477) | | | — | | | (478) | | | | |
| Vendavo, Inc. | One stop | | L + 5.75% | (b) | | 6.50% | | 09/2027 | | 1,122,200 | | | 1,112,475 | | | 3.1 | | | 1,112,381 | | | | |
| Vendavo, Inc.(5) | One stop | | L + 5.75% | | | N/A(6) | | 09/2027 | | — | | | (1,300) | | | — | | | (1,313) | | | | |
| | | | | | | | | | | 5,322,600 | | | 5,242,117 | | | 14.6 | | | 5,257,829 | | | | |
| Water Utilities | | | | | | | | | | | | | | | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | (b) | | 5.50% | | 11/2026 | | 19,196 | | | 17,730 | | | — | | | 17,707 | | | | |
| Vessco Midco Holdings, LLC | Senior loan | | L + 4.50% | (b) | | 5.50% | | 11/2026 | | 11,885 | | | 11,768 | | | — | | | 11,766 | | | | |
| Vessco Midco Holdings, LLC(5) | Senior loan | | L + 4.50% | | | N/A(6) | | 10/2026 | | — | | | (143) | | | — | | | (145) | | | | |
| | | | | | | | | | | 31,081 | | | 29,355 | | | — | | | 29,328 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total debt investments | | | | | | | | | $ | 23,280,748 | | | $ | 22,887,167 | | | 62.9 | % | $ | 22,817,875 | | | | |
See Notes to Consolidated Financial Statements.
26
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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(12)(13) | | | | | | | | | | | | | | | | | | |
| Automobiles | | | | | | | | | | | | | | | | | | |
| CG Group Holdings, LLC | LP units | | N/A | | | N/A | | N/A | | 51 | | | $ | 51,000 | | | 0.2 | | % | $ | 51,000 | | | | |
| Food Products | | | | | | | | | | | | | | | | | | |
| Louisiana Fish Fry Products, Ltd. | Common stock | | N/A | | | N/A | | N/A | | 34 | | | 34,302 | | | 0.1 | | | 34,300 | | | | |
| Hotels, Restaurants and Leisure | | | | | | | | | | | | | | | | | | |
| Harri US LLC | Warrant | | N/A | | | N/A | | N/A | | 1,181 | | | 6,968 | | | — | | | 6,968 | | | | |
| IT Services | | | | | | | | | | | | | | | | | | |
| Kentik Technologies, Inc. | Preferred stock | | N/A | | | N/A | | N/A | | 11,035 | | | 63,399 | | | 0.2 | | | 63,399 | | | | |
| Software | | | | | | | | | | | | | | | | | | |
| Auvik Networks Inc.(7)(10) | Preferred stock | | N/A | | | N/A | | N/A | | 1,657 | | | 16,590 | | | — | | | 16,590 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total equity investments | | | | $ | 172,259 | | | 0.5 | | % | $ | 172,257 | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Total investments | | $ | 23,280,748 | | | $ | 23,059,426 | | | 63.4 | % | $ | 22,990,132 | | | | |
| | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements.
27
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2021
(1)The majority of the investments bear interest at a rate that is permitted to be determined by reference to LIBOR denominated in U.S. dollars or GBP, EURIBOR, Prime, or SONIA 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 90-day LIBOR, which was 0.13% as of September 30, 2021.
(c) 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.
(d) Denotes that all or a portion of the loan was indexed to the Prime rate, which was 3.25% as of September 30, 2021.
(e) 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.
(f) 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.
(g) Denotes that all or a portion of the loan was indexed to SONIA, which was 0.05% as of September 30, 2021.
(2)For positions 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 6. 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 17.6% 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 Netherlands.
(12)Equity investments are non-income producing securities.
(13)Ownership of certain equity investments occurs through a holding company or partnership.
See Notes to Consolidated Financial Statements.
28
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Organization
Golub Capital Direct Lending Corporation (“GDLC” and, collectively with its consolidated subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company that elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), on June 30, 2021. On July 1, 2021, the date of commencement of operations, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) to sell shares of GDLC's common stock in private placements. In addition, for U.S. federal income tax purposes, GDLC 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”) beginning with the fiscal year ending September 30, 2021.
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 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 financial information and pursuant to the requirements for reporting on Form 10-K and Regulation S-X. 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.
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.
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.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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 6. Fair Value Measurements.
Use of estimates: The preparation of the 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, GDLC Holdings LLC, GDLC Holdings Coinvest Inc. and GDLC Funding LLC (“GDLC Funding”), in its consolidated financial statements.
Cash and cash equivalents and foreign currencies: Cash and 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.
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)Non-U.S. dollar transactions during the year are valued at the prevailing spot rates on the applicable transaction date and the related assets and liabilities are revalued at the prevailing spot rates as of year-end.
Net assets and fair values are presented based on the applicable foreign exchange rates described above and fluctuations arising from the translation of assets 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.
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 year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021, interest income included $359,612 and $5,270, respectively, of accretion of discounts. For the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Company received loan origination fees of $3,189,652 and $398,849, 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 year ended September 30, 2022, the Company capitalized PIK interest of $428,326 into the principal balance of certain debt investments. For the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Company did not capitalize any PIK interest into the principal balance of debt investments.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
In addition, the Company generates revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees, administrative agent 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 year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, fee income included no prepayment premiums.
For the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, of $5,789,422 and $67,289, respectively.
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 year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Company recorded no dividend income and no return of capital distributions.
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 September 30, 2022 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
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
income as taxable income is earned. For the year ended September 30, 2022, the Company incurred $7,734 for U.S. federal excise tax. For the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Company did not incur U.S. federal excise tax.
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 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 September 30, 2022. The Company’s tax returns for the 2021 tax year remains subject to examination by U.S. federal and most state tax authorities.
Dividends and distributions: Dividends and 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 September 30, 2022 and 2021, the Company had deferred debt issuance costs of $631,534 and $0, 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 deferred debt issuance costs for the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021 was $85,443 and $0, respectively .
Deferred offering costs: Deferred offering costs consist of fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of equity offerings. Deferred offering costs are amortized on a straight-line basis over three years. For the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Company amortized $128,635 and $19,247, respectively, of deferred offering costs, which are included in professional fees on the Consolidated Statements of Operations.
Note 3. Stockholders’ Equity
GDLC is authorized to issue 1,000,000 shares of preferred stock at a par value of $0.001 per share and 200,000,000 shares of common stock at a par value of $0.001 per share. Since the commencement of operations on July 1, 2021, GDLC has entered into Subscription Agreements with several investors, including with affiliates of the Investment Adviser, providing for the private placement of GDLC’s common stock. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase GDLC’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 GDLC with a minimum of 10 calendar days prior notice.
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
As of September 30, 2022 and September 30, 2021, the Company had the following subscriptions, pursuant to the Subscription Agreements, and contributions from its stockholders:
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| As of September 30, 2022 | | As of September 30, 2021 |
| Subscriptions | | Contributions | | Subscriptions | | Contributions |
GDLC Stockholders | $ | 339,550,500 | | | $ | 135,678,126 | | | $ | 202,010,500 | | | $ | 36,371,130 | |
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As of September 30, 2022 and September 30, 2021, the ratio of total contributed capital to total capital subscriptions was 40.0% and 18.0%, respectively, and the Company had uncalled capital commitments of $203,872,374 and $165,639,370, respectively.
The following table summarizes the shares of GDLC common stock issued for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021:
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| Date | | Shares Issued | | NAV ($) per share | | Proceeds |
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Shares issued for the period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | | | |
Issuance of shares | 07/13/21 | | 404,000.000 | | 15.00 | | | $ | 6,060,000 | |
Issuance of shares | 07/29/21 | | 808,000.000 | | 15.00 | | | 12,120,000 | |
Issuance of shares | 08/19/21 | | 404,000.000 | | 15.00 | | | 6,060,000 | |
Issuance of shares | 09/27/21 | | 808,042.000 | | 15.00 | | | 12,120,630 | |
Shares issued for capital drawdowns | | | 2,424,042.000 | | | | | $ | 36,360,630 | |
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Shares issues for the year ended September 30, 2022 | | | | | | |
Issuance of shares | 10/28/21 | | 673,368.333 | | 15.00 | | | $ | 10,100,525 | |
Issuance of shares | 01/28/22 | | 416,021.000 | | 15.00 | | | 6,240,315 | |
Issuance of shares | 03/24/22 | | 416,021.000 | | 15.00 | | | 6,240,315 | |
Issuance of shares | 04/15/22 | | 568,028.000 | | 15.00 | | | 8,520,420 | |
Issuance of shares | 05/27/22 | | 639,031.533 | | 15.00 | | | 9,585,473 | |
Issuance of shares | 06/27/22 | | 852,042.000 | | 15.00 | | | 12,780,630 | |
Issuance of shares | 08/15/22 | | 2,051,121.863 | | | 14.90 | | | 30,559,545 | |
Issuance of shares | 09/12/22 | | 1,025,560.965 | | | 14.90 | | | 15,279,774 | |
Shares issued for capital drawdowns | | | 6,641,194.694 | | | | $ | 99,306,997 | |
Issuance of shares(1) | 07/25/22 | | 147.138 | | 14.90 | | | $ | 2,267 | |
Issuance of shares(1) | 09/14/22 | | 398.216 | | 14.90 | | | 5,859 | |
Shares issued through DRIP | | | 545.354 | | | | $ | 8,126 | |
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(1)Shares issued through the DRIP.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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 Investment Adviser is a registered investment adviser with the U.S. Securities and Exchange Commission (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 1.00% 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 GDLC, 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. The Investment Adviser has agreed to certain waivers with respect to the base management fee for the periods following July 1, 2021, the initial closing date for the private placement of shares of the Company's common stock, and will irrevocably waive 100% of the base management fee payable pursuant to the Investment Advisory Agreement for the period from July 1, 2021 to June 30, 2022; 66.7% of the base management fee payable pursuant to the Investment Advisory Agreement for the period from July 1, 2022 to June 30, 2023; and 33.3% of the base management fee payable pursuant to the Investment Advisory Agreement for the period from July 1, 2023 to June 30, 2024.
For the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the base management fee incurred by the Company was $980,232 and $18,870, respectively, and the base management fee irrevocably waived by the Investment Adviser was $980,232, which included a one-time waiver of $137,550 in order to waive 100% of the base management fee for the three months ended September 30, 2022, and $18,870, 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.
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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;
•100% 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 10.0% of the Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate as if a hurdle rate did not apply. This portion of Pre-Incentive Fee Net Investment Income that exceeds the hurdle rate is referred to as the ‘‘catch-up’’ provision; and
•10.0% 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 year ended September 30, 2022, the Income Incentive Fee incurred was $590,775. For the year ended September 30, 2022, the Income Incentive Fee irrevocably waived by the Investment Adviser was $359,384. After taking into account the waiver by the Investment Adviser, the Income Incentive Fee incurred was $231,391 for the year ended September 30, 2022. For the period from July 1, 2021 (commencement of operations) to September 30, 2021, there was no Income Incentive Fee incurred.
The second part of the Incentive Fee, the Capital Gain Incentive Fee, equals (a) 10.0% 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, 2021, 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, (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 from the date of the Company's election to be regulated as a BDC. Realized capital gains and losses include gains and losses on investments, foreign currencies, including gains and losses on borrowings in foreign currencies, derivative contracts and any income tax related to cumulative aggregate realized gains and losses.
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
•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 aggregate unrealized capital appreciation is calculated as the sum of the differences, if positive, between (a) the valuation of each investment in our portfolio as of the applicable calculation date and (b) the accreted or amortized cost basis of such investment.
Realized capital gains and losses include gains and losses on investments, foreign currencies, including gains and losses on borrowings in foreign currencies, derivative contracts and any income tax related to cumulative aggregate realized gains and losses. In accordance with GAAP, the Company also 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, as applicable. 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 10.0% 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 year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, there was no accrual for capital gain incentive fee under GAAP.
There was no Capital Gain Incentive Fee as calculated under the Investment Advisory Agreement (as described above) payable as of both September 30, 2022 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 Advisory Agreement on or prior to September 30, 2022.
As of September 30, 2022, and September 30, 2021, there was no accrual of capital gain incentive fee 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 10.0% 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 the sale of all or substantially all of the Company's assets 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 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’’). The Incentive Fee Cap in any quarter is equal to the difference between (a) 10% of Cumulative Pre-Incentive Fee Net Income and (b) cumulative incentive fees of any kind paid to the Investment Adviser by the Company since June 30, 2021.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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 June 30, 2021 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since June 30, 2021.
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 September 30, 2022, and September 30, 2021, there were no amounts included in accounts payable and accrued expenses for accrued allocated shared services under the Administration Agreement, as a result of the waiver of reimbursement of certain expenses by the Administrator and the Investment Adviser described in the Other related party transactions section below.
Other related party transactions: The Investment Adviser elected to incur the organizational costs associated with the Company’s formation and professional fees through June 30, 2021 and incurred $185,272 of organization costs and professional fees on behalf of the Company since the Company’s formation in September 2020.
The Company agreed to reimburse the Investment Adviser for formation and costs associated with the initial closing of the Subscription Agreements incurred on its behalf up to an aggregate amount of $700,000. Any costs in excess of $700,000 will be borne by the Investment Adviser. As of September 30, 2022 and September 30, 2021, the formation and initial closing costs paid by the Investment Adviser on behalf of the Company subject to reimbursement by the Company totaled $373,403, and $369,519, respectively.
During the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Administrator and the Investment Adviser voluntarily agreed to irrevocably waive reimbursement from the Company for operating expenses, including but not limited to, audit fees, fees related to professional tax services, administrative fees payable under the Administration Agreement and trustee fees. During the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, the Administrator and Investment Adviser waived the reimbursement of $475,973 and $201,373, respectively, in operating expenses.
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. There were no expenses reimbursed to the Administrator for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021. As of September 30, 2022 and September 30, 2021, accounts payable and accrued expenses included $0 and $211,571, respectively, for reimbursable expenses, net of the Operating Expenses Reimbursement Waiver, that were paid by the Administrator on behalf of the Company.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
On June 30, 2021, GGP Holdings LP, an affiliate of the Investment Adviser, acquired 700.000 shares of common stock of the Company as part of the Company's conversion to a Maryland corporation, in respect of GGP Holdings LP's capital contribution to the Company prior to such date of $10,500. On July 1, 2021, GGP Holdings LP entered into a Subscription Agreement for $102,000,000. On April 1, 2022, GGP Holdings LP transferred its shares and capital commitments to its wholly-owned subsidiary, GGP Class B-P, LLC. As of September 30, 2022, GGP Class B-P, LLC has an aggregate commitment of $102,010,500. As of September 30, 2022, the Company has issued 3,883,242.428 shares of its common stock to GGP Class B-P, LLC in exchange for aggregate capital contributions totaling $58,155,226.
On July 1, 2022, GDLC Feeder Fund 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 $115,000,000. As of September 30, 2022, the Company has issued 1,042,020.322 shares of its common stock to GDLC Feeder Fund L.P. in exchange for aggregate capital contributions totaling $15,525,000.
The Company is party to an unsecured revolving credit facility with the Investment Adviser (as amended, the “Adviser Revolver”) which, as of September 30, 2022, permits the Company to borrow a maximum of $70,000,000 and expires on July 1, 2024. Refer to Note 7. Borrowings for discussion of the Adviser Revolver.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 5. Investments
Investments as of September 30, 2022 and September 30, 2021 consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | | As of September 30, 2021 |
| Principal | | Amortized Cost | | Fair Value | | Principal | | Amortized Cost | | Fair Value |
Senior secured | $ | 7,272,595 | | | $ | 8,097,086 | | | $ | 7,076,242 | | | $ | 5,754,196 | | | $ | 5,642,935 | | | $ | 5,568,237 | |
One stop | 188,362,877 | | | 186,150,208 | | | 183,915,960 | | | 16,303,977 | | | 16,045,949 | | | 16,067,587 | |
Second lien | 999,652 | | | 1,203,596 | | | 949,669 | | | 1,222,575 | | | 1,198,283 | | | 1,182,051 | |
Subordinated debt | 171,531 | | | 168,635 | | | 162,955 | | | — | | | — | | | — | |
| | | | | | | | | | | |
Equity | N/A | | 9,278,075 | | | 9,731,272 | | | N/A | | 172,259 | | | 172,257 | |
Total | $ | 196,806,655 | | | $ | 204,897,600 | | | $ | 201,836,098 | | | $ | 23,280,748 | | | $ | 23,059,426 | | | $ | 22,990,132 | |
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 may not be indicative of the primary source of the portfolio company’s business.
| | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | | As of September 30, 2021 |
Amortized Cost: | | | | | | | |
United States | | | | | | | |
Mid-Atlantic | $ | 38,847,095 | | | 19.0 | % | | $ | 646,413 | | | 2.8 | % |
Midwest | 26,739,411 | | | 13.0 | | | 3,394,404 | | | 14.7 | |
Northeast | 34,171,601 | | | 16.7 | | | 3,339,818 | | | 14.5 | |
Southeast | 31,869,504 | | | 15.6 | | | 534,171 | | | 2.3 | |
Southwest | 27,527,647 | | | 13.4 | | | 2,000,980 | | | 8.7 | |
West | 28,062,462 | | | 13.7 | | | 3,795,164 | | | 16.5 | |
Canada | 500,192 | | | 0.2 | | | 404,847 | | | 1.8 | |
United Kingdom | 9,366,881 | | | 4.6 | | | 6,096,705 | | | 26.4 | |
Netherlands | 3,520,920 | | | 1.7 | | | 2,846,924 | | | 12.3 | |
Australia | 32,090 | | | — | * | | — | | | — | |
Luxembourg | 778,554 | | | 0.4 | | | — | | | — | |
Finland | 1,691,061 | | | 0.8 | | | — | | | — | |
Sweden | 1,197,312 | | | 0.6 | | | — | | | — | |
Israel | 45,908 | | | — | * | | — | | | — | |
Denmark | 546,962 | | | 0.3 | | | — | | | — | |
Total | $ | 204,897,600 | | | 100.0 | % | | $ | 23,059,426 | | | 100.0 | % |
* Represents an amount less than 0.1%
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | | As of September 30, 2021 |
Fair Value: | | | | | | | |
United States | | | | | | | |
Mid-Atlantic | $ | 38,975,498 | | | 19.3 | % | | $ | 647,553 | | | 2.8 | % |
Midwest | 26,541,548 | | | 13.2 | | | 3,393,916 | | | 14.8 | |
Northeast | 33,916,318 | | | 16.8 | | | 3,356,038 | | | 14.6 | |
Southeast | 31,818,944 | | | 15.8 | | | 534,046 | | | 2.3 | |
Southwest | 27,482,306 | | | 13.6 | | | 2,006,629 | | | 8.7 | |
West | 27,606,187 | | | 13.7 | | | 3,793,908 | | | 16.5 | |
Canada | 491,425 | | | 0.2 | | | 404,712 | | | 1.8 | |
United Kingdom | 7,727,515 | | | 3.8 | | | 6,006,425 | | | 26.1 | |
Netherlands | 3,051,287 | | | 1.5 | | | 2,846,905 | | | 12.4 | |
Australia | 34,713 | | | — | * | | — | | | — | |
Luxembourg | 776,407 | | | 0.4 | | | — | | | — | |
Finland | 1,659,127 | | | 0.8 | | | — | | | — | |
Sweden | 1,162,898 | | | 0.6 | | | — | | | — | |
Israel | 45,907 | | | — | * | | — | | | — | |
Denmark | 546,018 | | | 0.3 | | | — | | | — | |
Total | $ | 201,836,098 | | | 100.0 | % | | $ | 22,990,132 | | | 100.0 | % |
* Represents an amount less than 0.1%
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
The industry compositions of the portfolio at amortized cost and fair value as of September 30, 2022 and September 30, 2021 were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | As of September 30, 2021 |
Amortized Cost: | | | | | | | |
Auto Components | $ | 990,602 | | | 0.5 | % | | $ | 274,456 | | | 1.2 | % |
Automobiles | 14,439,541 | | | 7.0 | | | 2,004,114 | | | 8.7 | |
Building Products | 5,267,197 | | | 2.6 | | | — | | | — | |
Chemicals | 3,520,920 | | | 1.7 | | | 2,846,924 | | | 12.4 | |
Commercial Services and Supplies | 9,529,813 | | | 4.6 | | | — | | | — | |
Containers and Packaging | 5,906,033 | | | 2.9 | | | — | | | — | |
Distributors | 352,932 | | | 0.2 | | | 168,558 | | | 0.7 | |
Diversified Consumer Services | 10,158,487 | | | 5.0 | | | 550,281 | | | 2.4 | |
Diversified Financial Services | 1,450,676 | | | 0.7 | | | 458,449 | | | 2.0 | |
Food and Staples Retailing | 405,601 | | | 0.2 | | | — | | | — | |
Food Products | 2,984,269 | | | 1.5 | | | 1,891,969 | | | 8.2 | |
Healthcare Equipment and Supplies | 1,888,912 | | | 0.9 | | | — | | | — | |
Health Care Technology | 746,203 | | | 0.4 | | | — | | | — | |
Healthcare Providers and Services | 9,105,301 | | | 4.4 | | | 4,803,950 | | | 20.8 | |
Hotels, Restaurants and Leisure | 951,951 | | | 0.5 | | | 43,835 | | | 0.2 | |
Industrial Conglomerates | 2,510,405 | | | 1.2 | | | — | | | — | |
Insurance | 8,546,360 | | | 4.2 | | | 2,200,286 | | | 9.5 | |
IT Services | 5,512,550 | | | 2.7 | | | 595,220 | | | 2.6 | |
Life Sciences Tools & Services | 3,204,400 | | | 1.6 | | | 46,209 | | | 0.2 | |
Marine | 3,851,058 | | | 1.9 | | | — | | | — | |
Paper and Forest Products | 916,358 | | | 0.4 | | | — | | | — | |
Pharmaceuticals | 3,772,977 | | | 1.8 | | | 1,521,500 | | | 6.6 | |
Professional Services | 5,925,239 | | | 2.9 | | | 365,613 | | | 1.6 | |
Software | 82,122,260 | | | 40.1 | | | 5,258,707 | | | 22.8 | |
Specialty Retail | 20,758,354 | | | 10.1 | | | — | | | — | |
Textiles, Apparel and Luxury Goods | 34,326 | | | — | * | | — | | | — | |
Water Utilities | 44,875 | | | — | * | | 29,355 | | | 0.1 | |
Total | $ | 204,897,600 | | | 100.0 | % | | $ | 23,059,426 | | | 100.0 | % |
* Represents an amount less than 0.1%
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2022 | | As of September 30, 2021 | | |
Fair Value: | | | | | | | | | | | |
Auto Components | $ | 996,984 | | | 0.5 | % | | $ | 274,364 | | | 1.2 | % | | | | |
Automobiles | 14,306,687 | | | 7.1 | | | 2,003,334 | | | 8.7 | | | | | |
Building Products | 5,392,095 | | | 2.7 | | | — | | | — | | | | | |
Chemicals | 3,051,287 | | | 1.5 | | | 2,846,905 | | | 12.4 | | | | | |
Commercial Services and Supplies | 9,296,509 | | | 4.6 | | | — | | | — | | | | | |
Containers and Packaging | 5,871,910 | | | 2.9 | | | — | | | — | | | | | |
Distributors | 353,151 | | | 0.2 | | | 168,463 | | | 0.7 | | | | | |
Diversified Consumer Services | 10,082,997 | | | 5.0 | | | 549,825 | | | 2.4 | | | | | |
Diversified Financial Services | 1,429,051 | | | 0.7 | | | 465,004 | | | 2.0 | | | | | |
Food and Staples Retailing | 395,712 | | | 0.2 | | | — | | | — | | | | | |
Food Products | 2,841,869 | | | 1.4 | | | 1,893,553 | | | 8.3 | | | | | |
Health Care Technology | 737,408 | | | 0.4 | | | — | | | — | | | | | |
Healthcare Equipment and Supplies | 1,888,520 | | | 0.9 | | | — | | | — | | | | | |
Healthcare Providers and Services | 7,977,192 | | | 3.9 | | | 4,741,680 | | | 20.6 | | | | | |
Hotels, Restaurants and Leisure | 955,642 | | | 0.5 | | | 45,291 | | | 0.2 | | | | | |
Industrial Conglomerates | 2,473,532 | | | 1.2 | | | — | | | — | | | | | |
Insurance | 8,450,312 | | | 4.2 | | | 2,197,937 | | | 9.6 | | | | | |
IT Services | 5,496,862 | | | 2.7 | | | 594,985 | | | 2.6 | | | | | |
Life Sciences Tools & Services | 3,137,644 | | | 1.6 | | | 46,142 | | | 0.2 | | | | | |
Marine | 3,756,100 | | | 1.9 | | | — | | | — | | | | | |
Paper and Forest Products | 921,684 | | | 0.5 | | | — | | | — | | | | | |
Pharmaceuticals | 3,522,624 | | | 1.7 | | | 1,493,319 | | | 6.5 | | | | | |
Professional Services | 5,885,328 | | | 2.9 | | | 365,583 | | | 1.6 | | | | | |
Software | 81,772,254 | | | 40.5 | | | 5,274,419 | | | 22.9 | | | | | |
Specialty Retail | 20,764,646 | | | 10.3 | | | — | | | — | | | | | |
Textiles, Apparel and Luxury Goods | 34,800 | | | — | * | | — | | | — | | | | | |
Water Utilities | 43,298 | | | — | * | | 29,328 | | | 0.1 | | | | | |
Total | $ | 201,836,098 | | | 100.0 | % | | $ | 22,990,132 | | | 100.0 | % | | | | |
* Represents an amount less than 0.1%
Note 6. 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.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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 year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021. 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.
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 and each portfolio company subject to review at least once during a trailing twelve-month period. Investments originated during the three months ended September 30, 2021 were not subject to review by an independent valuation firm for any period ending prior to October 1, 2021. As of September 30, 2022, all investments were valued using Level 3 inputs of the fair value hierarchy, with the exception of money market funds included in cash and cash equivalents (Level 1 investments). As of September 30, 2021, all 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.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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.
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 September 30, 2022 and 2021:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
As of September 30, 2022 | | Fair Value Measurements Using |
Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets, at fair value: | | | | | | | | |
Debt investments(1) | | $ | — | | | $ | — | | | $ | 192,104,826 | | | $ | 192,104,826 | |
Equity investments(1) | | — | | | — | | | 9,731,272 | | | 9,731,272 | |
Money market funds(1)(2) | | 2,634,534 | | | — | | | — | | | 2,634,534 | |
| | | | | | | | |
Total assets, at fair value: | | $ | 2,634,534 | | | $ | — | | | $ | 201,836,098 | | | $ | 204,470,632 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
As of September 30, 2021 | | Fair Value Measurements Using |
Description | | Level 1 | | Level 2 | | Level 3 | | Total |
Assets, at fair value: | | | | | | | | |
Debt investments(1) | | $ | — | | | $ | — | | | $ | 22,817,875 | | | $ | 22,817,875 | |
Equity investments(1) | | — | | | — | | | 172,257 | | | 172,257 | |
| | | | | | | | |
| | | | | | | | |
Total assets, at fair value: | | $ | — | | | $ | — | | | $ | 22,990,132 | | | $ | 22,990,132 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Refer to the Consolidated Schedules of Investments for further details.
(2)Included in cash and cash equivalents on the Consolidated Statements of Financial Condition.
The net change in unrealized appreciation (depreciation) for the year ended September 30, 2022 and for the period from July 1, 2021 (commencement of operations) to September 30, 2021, 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 September 30, 2022 and 2021 was ($2,992,208) and ($69,294), respectively.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
The following tables present the changes in investments measured at fair value using Level 3 inputs for the year ended September 30, 2022 and for the period from July 1, 2021 (commencement of operations) to September 30, 2021:
| | | | | | | | | | | | | | | | | |
| Year ended September 30, 2022 |
| Debt Investments | | Equity Investments | | Total Investments |
Fair value, beginning of period | $ | 22,817,875 | | | $ | 172,257 | | | $ | 22,990,132 | |
Net change in unrealized appreciation (depreciation) on investments | (1,579,732) | | | 453,200 | | | (1,126,532) | |
Net translation of investments in foreign currencies | (1,865,676) | | | — | | | (1,865,676) | |
Realized gain (loss) on investments | 255 | | | — | | | 255 | |
Funding of (proceeds from) revolving loans, net | 794,553 | | | — | | | 794,553 | |
Fundings of investments | 178,810,277 | | | 9,198,954 | | | 188,009,231 | |
PIK interest | 428,326 | | | — | | | 428,326 | |
Proceeds from principal payments and sales of portfolio investments | (7,660,664) | | | (93,139) | | | (7,753,803) | |
Accretion of discounts and amortization of premiums | 359,612 | | | — | | | 359,612 | |
Fair value, end of period | $ | 192,104,826 | | | $ | 9,731,272 | | | $ | 201,836,098 | |
| | | | | | | | | | | | | | | | | |
| Period from July 1, 2021 (commencement of operations) to September 30, 2021 |
| Debt Investments | | Equity Investments | | Total Investments |
Fair value, beginning of period | $ | — | | | $ | — | | | $ | — | |
Net change in unrealized appreciation (depreciation) on investments | (69,292) | | | (2) | | | (69,294) | |
| | | | | |
Funding of (proceeds from) revolving loans, net | 47,859 | | | — | | | 47,859 | |
Fundings of investments | 26,704,891 | | | 172,259 | | | 26,877,150 | |
| | | | | |
Proceeds from principal payments of portfolio investments | (3,870,853) | | | — | | | (3,870,853) | |
Accretion of discounts and amortization of premiums | 5,270 | | | — | | | 5,270 | |
Fair value, end of period | $ | 22,817,875 | | | $ | 172,257 | | | $ | 22,990,132 | |
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2022 and September 30, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
Quantitative information about Level 3 Fair Value Measurements |
| Fair Value as of September 30, 2022 | | Valuation Techniques | | Unobservable Input | | Range (Weighted Average)(1) |
Assets, at fair value: | | | | | | | |
Senior secured loans | $ | 7,076,242 | | | Market rate approach | | Market interest rate | | 7.3% - 12.3% (8.7%) |
| | | Market comparable companies | | EBITDA multiples | | 8.0x - 26.2x (18.7x) |
| | | | | | | |
One stop loans(2) | $ | 183,915,960 | | | Market rate approach | | Market interest rate | | 7.3%- 15.0% (9.5%) |
| | | Market comparable companies | | EBITDA multiples | | 7.0x - 33.0x (18.0x) |
| | | Market comparable companies | | Revenue multiples | | 5.5x - 22.0x (12.5x) |
| | | | | | | |
Subordinated debt and second lien loans | $ | 1,112,624 | | | Market rate approach | | Market interest rate | | 12.3% - 12.8% (12.3%) |
| | | Market comparable companies | | EBITDA multiples | | 22.0x - 23.0x (22.9x) |
| | | | | | | |
Equity(3) | $ | 9,731,272 | | | Market comparable companies | | EBITDA multiples | | 9.0x - 25.9x (18.5x) |
| | | | | Revenue multiples | | 7.8x - 22.0x (15.6x) |
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)The Company valued $130,079,111 and $53,836,849 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 $8,564,765 and $1,166,507 of equity investments using EBITDA and revenue multiples, respectively.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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Quantitative information about Level 3 Fair Value Measurements |
| Fair Value as of September 30, 2021 | | Valuation Techniques | | Unobservable Input | | Range (Weighted Average)(1) |
Assets, at fair value: | | | | | | | |
Senior secured loans | $ | 5,568,237 | | | Market rate approach | | Market interest rate | | 2.5% - 7.3% (5.1%) |
| | | Market comparable companies | | EBITDA multiples | | 10.6x - 24.2x (22.1x) |
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One stop loans(2) | $ | 16,067,587 | | | Market rate approach | | Market interest rate | | 5.8% - 15.5% (7.6%) |
| | | Market comparable companies | | EBITDA multiples | | 9.7x - 24.0x (15.1x) |
| | | Market comparable companies | | Revenue multiples | | 5.3x - 14.3x (10.7x) |
Second lien loans | $ | 1,182,051 | | | Market rate approach | | Market interest rate | | 9.3% |
| | | Market comparable companies | | EBITDA multiples | | 23.6x |
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Equity(3) | $ | 172,257 | | | Market comparable companies | | EBITDA multiples | | 13.4x - 20.3x (17.6x) |
| | | | | Revenue multiples | | 5.3x - 14.0x (12.9x) |
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)The Company valued $14,471,624 and $1,595,963 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 $85,300 and $86,957 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 September 30, 2022 and 2021:
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| As of September 30, 2022 | | As of September 30, 2021 | | |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value | | | | |
Debt | $ | 73,113,518 | | | $ | 73,113,518 | | | $ | 16,350,000 | | | $ | 16,350,000 | | | | | |
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TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 7. 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 September 30, 2022, the Company’s asset coverage for borrowed amounts was 284.4%.
PNC Facility: On March 21, 2022, the Company and GDLC Funding entered into a revolving credit and security agreement (the “PNC Facility”) with PNC Bank, National Association (“PNC Bank”), as administrative agent, collateral agent and a lender and PNC Capital Markets LLC, as structuring agent. Under the PNC Facility, the lender has agreed to extend credit to the Company in an aggregate amount of up to $34,000,000, subject to leverage and borrowing base restrictions, with a stated maturity date of March 21, 2025. On August 16, 2022, the Company entered into a Joinder and First Amendment on the PNC Facility to, among other things, increase the borrowing capacity thereunder up to $80,000,000, add GDLC Feeder Fund L.P., a Delaware limited partnership, as a Borrower and Golub Onshore GP 3, LLC, the general partner to GDLC Feeder Fund, L.P. which is controlled by the Investment Adviser, as a General Partner and included an annualized fee payable on the closing date of the amendment equal to 0.55% of the increase in the commitments of the PNC Facility as of August 16, 2022 which was pro-rated for the reminder of the revolving period for the PNC Facility.
Borrowings under the PNC Facility bear interest, at the Company’s election and depending on the currency of the borrowing, of either Term SOFR, Daily Simple SOFR, CDOR, SONIA, or the Euro Short-Term Rate (“€STR”) plus a margin ranging from 1.75% to 2.25%, depending on the degree of uncalled capital commitments coverage of the PNC Facility’s borrowing base versus the assets of the Company. The Company will pay to PNC Bank, an unused commitment fee, payable quarterly, equal to 0.20% to 0.30% per annum of the average unused portion of available borrowings under the PNC Facility. The PNC Facility is secured by assets held by GDLC Funding and by the unfunded commitments of investors in the Company. As of September 30, 2022, the Company had outstanding debt of $60,000,000 under the PNC Facility.
For the year ended September 30, 2022, the stated interest expense, average stated interest rates and average outstanding balances for the PNC Facility were as follows:
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| | | | Year ended September 30, 2022 | | | | |
Stated interest expense | | | | $ | 687,348 | | | | | |
Facility fees | | | | 11,208 | | | | | |
Amortization of debt issuance costs | | | | 85,443 | | | | | |
Total interest expense | | | | $ | 783,999 | | | | | |
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Average stated interest rate | | | | 3.6 | % | | | | |
Average outstanding balance | | | | $ | 18,919,178 | | | | | |
Adviser Revolver: On July 1, 2021, the Company entered into the Adviser Revolver with the Investment Adviser, with a maximum credit limit of $40,000,000 and expiration date of July 1, 2024. On November 15, 2021, the Company and the Investment Adviser amended the Adviser Revolver to, among other things, increase the borrowing capacity under the Adviser Revolver to $70,000,000 and permit the Company to borrow under the Adviser Revolver in certain foreign currencies.
The Adviser Revolver bears interest at a rate equal to the short-term Applicable Federal Rate (“AFR”). As of September 30, 2022, the short-term AFR in effect on the Adviser Revolver based on the last interest rate reset was 3.0%. As of September 30, 2022 and September 30, 2021, the Company had outstanding debt of $13,113,518 and $16,350,000, respectively, under the Adviser Revolver.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
For the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, 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: | | | | | | | | | | | | | | | | | |
| Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 |
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Stated interest expense | $ | 190,426 | | | | | $ | 1,466 | | | | | |
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Cash paid for interest expense | 67,187 | | | | | — | | | | | |
Annualized average stated interest rate | 1.0 | % | | | | 0.2 | % | | | | |
Average outstanding balance | $ | 19,345,198 | | | | | $ | 3,061,413 | | | | | |
For the year ended September 30, 2022 and for the period from July 1, 2021 (commencement of operations) to September 30, 2021, the average total debt outstanding was $38,264,376 and $3,061,413, respectively.
For the year ended September 30, 2022, and for the period from July 1, 2021 (commencement of operations) to September 30, 2021, 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 0.2%, respectively.
A summary of the Company’s maturity requirements for borrowings as of September 30, 2022 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less Than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | More Than 5 Years |
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Adviser Revolver | $ | 13,113,518 | | | $ | — | | | $ | 13,113,518 | | | $ | — | | | $ | — | |
PNC Facility | 60,000,000 | | | — | | 60,000,000 | | | — | | — |
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Total borrowings | $ | 73,113,518 | | | $ | — | | | $ | 73,113,518 | | | $ | — | | | $ | — | |
Note 8. Federal Income Tax Matters
The Company has elected to be treated and intends to be subject to tax as a RIC under Subchapter M of the Code. As a result, the Company must distribute substantially all of its net taxable income each tax year as dividends to its stockholders. Accordingly, no provision for federal income tax has been made in the financial statements.
Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-tax differences have no impact on net assets. The following permanent differences were reclassified for tax purposes among the components of net assets for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021:
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| Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 |
Increase/(decrease) in Paid in Capital in Excess of Par | $ | (8,048) | | | $ | — | |
Increase/(decrease) in Distributable Earnings (Losses) | 8,048 | | | — | |
Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized appreciation (depreciation) on investment transactions as investment gains and losses are not included in taxable income until they are realized.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
The following table reconciles net increase (decrease) in net assets resulting from operations to taxable income for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021:
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| Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | |
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Net increase (decrease) in net assets resulting from operations | $ | 4,750,930 | | | $ | (19,158) | | | | | |
Net change in unrealized (appreciation) depreciation on investment transactions | 1,145,005 | | | 71,120 | | | | | |
Other income not currently taxable | (1,293) | | | — | | | | | |
Expenses not currently deductible | 47,840 | | | — | | | | | |
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Other deductions/losses for tax not book | (3,373) | | | — | | | | | |
Other realized gain/loss differences | (10,746) | | | 12,150 | | | | | |
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Taxable income before deductions for distributions | $ | 5,928,363 | | | $ | 64,112 | | | | | |
The tax character of distributions paid during the year ended September 30, 2022, and the period from July 1, 2021 (commencement of operations) to September 30, 2021, were as follows:
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| Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | |
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Ordinary Income | $ | 4,400,843 | | | $ | 64,112 | | | | | |
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The tax basis components of distributable earnings/(accumulated losses) and reconciliation to accumulated earnings/(deficit) on a book basis for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021, were as follows:
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| Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | |
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Undistributed ordinary income – tax basis | $ | 1,527,520 | | | $ | — | | | | | |
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Net unrealized appreciation (depreciation) on investments | (1,212,862) | | | (71,120) | | | | | |
Other temporary differences | (39,792) | | | (12,150) | | | | | |
Total accumulated earnings (loss) – book basis | $ | 274,866 | | | $ | (83,270) | | | | | |
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. Capital losses incurred by the Company are not subject to expiration and retain their character as either short-term or long-term capital losses. As of September 30, 2022, the Company estimates that it will not have a capital loss carryforward available for use in subsequent tax years.
For tax purposes, the Company may elect to defer any portion of a post-October capital loss or late-year ordinary loss to the first day of the following fiscal year. As of September 30, 2022, and September 30, 2021, the Company elected to defer $0 and $12,150 of ordinary losses, respectively. The Company did not elect to defer any short-term capital losses or long-term capital losses as of September 30, 2022 and September 30, 2021, respectively.
For the tax year ended September 30, 2022, the Company estimates taxable income in excess of the distributions made from such taxable income during the tax year, and therefore, the Company has elected to carry forward the excess for distribution to stockholders in 2023. The amount carried forward to 2023 is estimated to be approximately $1,527,520 of ordinary income, although this amount will not be finalized until the 2022 tax returns are filed in 2023.
As of September 30, 2022, the federal tax cost of investments was $204,894,337 resulting in estimated gross unrealized gains and losses of $1,193,901 and $4,252,140, respectively.
Note 9. Commitments and Contingencies
Commitments: As of September 30, 2022, the Company had outstanding commitments to fund investments totaling $50,163,326, including $9,977,202 of commitments on undrawn revolvers. As of September 30, 2021, the Company had outstanding commitments to fund investments totaling $6,196,567, including $2,015,644 of commitments 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 may enter into derivative instruments that contain elements of off-balance sheet market and credit risk. As of September 30, 2022 and September 30, 2021, there were no commitments outstanding for derivative contracts. 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 in the future may engage 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.
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 Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 10. Financial Highlights
The financial highlights for the Company are as follows: | | | | | | | | | | |
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Per share data:(1) | | Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 |
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Net asset value at beginning of period | | $ | 14.97 | | | $ | 15.00 | |
Distributions declared:(2) | | | | |
From net investment income | | (1.22) | | | (0.04) | |
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Net investment income | | 1.31 | | | 0.11 | |
Net realized gain (loss) on foreign currency transactions | | (0.02) | | | (0.07) | |
Net change in unrealized appreciation (depreciation) on investment transactions(3) | | (0.04) | | | (0.03) | |
Net asset value at end of period | | $ | 15.00 | | | $ | 14.97 | |
Total return based on net asset value per share(4) | | 8.50 | % | | 0.06 | % |
Number of common shares outstanding | | 9,066,482.048 | | | 2,424,742.000 | |
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Listed below are supplemental data and ratios to the financial highlights: | | Year ended September 30, 2022 | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 |
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Ratio of net investment income to average net assets * | | 8.78 | % | | 3.07 | % |
Ratio of total expenses to average net assets * | | 5.04 | % | | 5.15 | % |
Ratio of management fee waiver to average net assets * | | (1.43) | % | | (0.44) | % |
Ratio of incentive fee waiver to average net assets | | (0.53) | % | | — | % |
Ratio of operating expense waiver to average net assets | | (0.70) | % | | (1.18) | % |
Ratio of net expenses to average net assets * | | 2.38 | % | | 3.53 | % |
Ratio of incentive fees to average net assets | | 0.86 | % | | — | % |
Ratio of total expenses (without incentive fees) to average net assets * | | 4.18 | % | | 5.15 | % |
Total return based on average net asset value(5)* | | 6.95 | % | | (0.45) | % |
Net assets at end of period | | $ | 135,953,071 | | | $ | 36,287,860 | |
Average debt outstanding | | $ | 38,264,376 | | | $ | 3,061,413 | |
Average debt outstanding per share | | $ | 4.22 | | | $ | 1.26 | |
Portfolio Turnover * | | 7.73 | % | | 123.44 | % |
Asset coverage ratio(6) | | 284.35 | % | | 321.92 | % |
Asset coverage ratio per unit(7) | | $ | 2,843 | | | $ | 3,219 | |
Average market value per unit (8): | | | | |
Adviser Revolver | | N/A | | N/A |
PNC Facility | | N/A | | N/A |
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* Annualized for a period less than one year
(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 at the end of the period and 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.
(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.
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(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 as both the Adviser Revolver and PNC Facility are not registered for public trading.
Note 11. Earnings Per Share
The following information sets forth the computation of the net increase in net assets per share resulting from operations for the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021:
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| Year ended September 30, 2022 | | | | Period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | |
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Earnings (losses) available to stockholders | $ | 4,750,930 | | | | | $ | (19,158) | | | | | |
Basic and diluted weighted average shares outstanding | 4,573,385 | | | | | 1,138,050 | | | | | |
Basic and diluted earnings (losses) per share | $ | 1.04 | | | | | $ | (0.02) | | | | | |
TABLE OF CONTENTS
Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 12. Dividends and Distributions
The Company’s dividends and distributions are recorded on the record date. The following tables summarizes the Company’s dividend declarations and distributions with a record date during the year ended September 30, 2022 and the period from July 1, 2021 (commencement of operations) to September 30, 2021:
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Date Declared | | Record Date | | Payment Date | | Shares Outstanding | | Amount Per Share | | Total Dividends Declared |
For the year ended September 30, 2022 | | | | |
10/05/2021 | | 10/05/2021 | | 11/22/2021 | | 2,424,742.000 | | | $ | — | | (1) | $ | — | |
10/05/2021 | | 10/18/2021 | | 11/22/2021 | | 2,424,742.000 | | | 0.1530 | | | 371,044 | |
11/19/2021 | | 11/29/2021 | | 12/27/2021 | | 3,098,110.333 | | | 0.0898 | | | 278,168 | |
11/19/2021 | | 12/20/2021 | | 02/28/2022 | | 3,098,110.333 | | | 0.1939 | | | 600,698 | |
11/19/2021 | | 01/20/2022 | | 03/23/2022 | | 3,098,110.333 | | | 0.1656 | | | 513,049 | |
02/04/2022 | | 02/25/2022 | | 05/23/2022 | | 3,514,131.333 | | | 0.1461 | | | 513,385 | |
02/04/2022 | | 03/21/2022 | | 05/23/2022 | | 3,514,131.333 | | | 0.1706 | | | 599,438 | |
02/04/2022 | | 04/29/2022 | | 07/25/2022 | | 4,498,180.333 | | | 0.0764 | | | 343,580 | |
05/06/2022 | | 05/20/2022 | | 07/25/2022 | | 4,498,180.333 | | | 0.0936 | | | 421,224 | |
05/06/2022 | | 06/24/2022 | | 09/14/2022 | | 5,137,211.866 | | | — | | (2) | — | |
05/06/2022 | | 07/19/2022 | | 09/14/2022 | | 5,989,253.866 | | | 0.1269 | | | 760,256 | |
08/05/2022 | | 09/20/2022 | | 11/22/2022 | | 9,066,482.048 | | | — | | (3) | — | |
Total dividends declared for the year ended September 30, 2022 | | | | $ | 4,400,842 | |
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Date Declared | | Record Date | | Payment Date | | Shares Outstanding | | Amount Per Share | | Total Dividends Declared |
For the period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | |
08/06/2021 | | 08/06/2021 | | 09/30/2021 | | 1,212,700.000 | | | $ | 0.0125 | | | $ | 15,184 | |
08/06/2021 | | 08/25/2021 | | 09/30/2021 | | 1,616,700.000 | | | 0.0303 | | | 48,928 | |
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Total dividends declared for the period from July 1, 2021 (commencement of operations) to September 30, 2021 | | | | $ | 64,112 | |
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(1)On October 5, 2021, the Company’s board of directors declared a distribution in an amount equal to the net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period September 1, 2021 through September 30, 2021, per share payable on November 22, 2021, to stockholders of record on October 5, 2021. Due to a net decrease in net assets resulting from operations for the period September 1, 2021, through September 30, 2021, the distribution declared for the September 2021 earnings period was zero.
(2)On May 6, 2022, the Company’s board of directors declared a distribution in an amount equal to the net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period June 1, 2022 through June 30, 2022, per share payable on September 14, 2022, to stockholders of record on June 24, 2022. Due to a net decrease in net assets resulting from operations for the period June 1, 2022, through June 30, 2022, the distribution declared for the June 2022 earnings period was zero.
(3)On August 5, 2022, the Company’s board of directors declared a distribution in an amount equal to the net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period August 1, 2022 through September 30, 2022, per share payable on November 22, 2022, to stockholders of record on September 20, 2022. Due to a net increase in net assets resulting from operations for the period August 1, 2022, through September 30, 2022 resulting in a net asset value per share of $15.00 per share, the distribution declared for the August and September 2022 earnings period was zero.
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 November 2, 2022, the Company entered into an amendment on the PNC Facility (as defined in Note 7 of our consolidated financial statements), or the Second PNC Credit Facility Amendment. The Second PNC Facility Amendment amended the PNC Facility to, among other things, increase the borrowing capacity under the PNC Facility from $80,000,000 to $105,000,000, update the applicable margin such that the borrowings under the PNC facility will bear interest at the Company’s election and depending on the currency of the borrowing, of either the
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Eurocurrency Rate, the Daily Simple RFR, the Daily Simple SOFR, the Term SOFR Rate or the Base Rate (each as defined in the PNC Facility), plus a margin ranging from 1.80% to 2.30% depending on the degree of uncalled capital commitments coverage of the PNC Facility’s borrowing base versus the assets of the Company. The Second PNC Amendment included an annualized fee payable on the closing date of the amendment based on the increase in the commitments of the PNC Facility as of November 2, 2022 which was pro-rated for the reminder of the revolving period for the PNC Facility. The other material terms of the PNC Facility were unchanged.
On November 2, 2022, the Company issued a capital call to stockholders that was due on November 14, 2022. The estimated shares and proceeds are summarized in the table below:
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| Date | | Shares Issued | | NAV ($) per share | | Proceeds |
Issuance of Shares | 11/14/2022 | | 1,018,651.533 | | | $ | 15.00 | | | $ | 15,279,773 | |
On August 5, 2022 and November 18, 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 |
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October 18, 2022 | | December 28, 2022 | | In an amount (if positive) such that the net asset value of the Company as of October 31, 2022 on a pro forma basis after giving effect to the net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period October 1, 2022 through October 31, 2022 and the payment of this distribution is $15.00 per share |
November 21, 2022 | | December 28, 2022 | | In an amount (if positive) such that the net asset value of the Company as of November 30, 2022 on a pro forma basis after giving effect to the net increase in net assets resulting from operations earned by the Company (if positive) as determined in accordance with GAAP for the period November 1, 2022 through November 30, 2022 and the payment of this distribution is $15.00 per share |
December 15, 2022 | | February 28, 2023 | | In an amount (if positive) such that the net asset value of the Company as of December 31, 2022 on a pro forma basis after giving effect to the 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, 2022 through December 31, 2022 and the payment of this distribution is $15.00 per share |
January 17, 2023 | | March 21, 2023 | | In an amount (if positive) such that the net asset value of the Company as of January 31, 2023 on a pro forma basis after giving effect to the 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, 2023 through January 31, 2023 and the payment of this distribution is $15.00 per share |
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Item 15: Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K: | | | | | |
(1) | Financial Statements — Refer to Item 8 starting on page 4 |
(2) | Financial Statement Schedules — None |
(3) | Exhibits |
EXHIBIT INDEX | | | | | | | | | | | |
Number | | Description |
| | | |
| | Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Articles of Amendment, effective as of March 14, 2022. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01412) filed on March 18, 2022). | |
| | Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Form of Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Description of securities (Incorporated by reference to Exhibit 4.2 filed with the Registrant’s Form 10-K (File No. 814-01412) filed on December 6, 2022). | |
| | Investment Advisory Agreement, dated as of July 1, 2021, by and between the Registrant and GC Advisors LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Amended and Restated Waiver Agreement, dated as of July 1, 2021, by and between the Registrant and GC Advisors LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on August 16, 2021). | |
| | Administration Agreement, dated as of July 1, 2021, by and between the Registrant and Golub Capital LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Custody Agreement, dated as of June 30, 2021, by and between the Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Trademark License Agreement, dated as of July 1, 2021, by and between Golub Capital LLC and the Registrant (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Dividend Reinvestment Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | Form of Subscription Agreement (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on August 16, 2021). | |
| | Amended and Restated Revolving Loan Agreement, dated as of November 15, 2021, by and among Golub Capital Direct Lending Corporation, as the borrower, and GC Advisors LLC, as the lender (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01412), filed on November 15, 2021). | |
| | | |
| | Revolving Credit and Security Agreement, dated as of March 21, 2022, among Golub Capital Direct Lending Corporation and GDLC Funding LLC, as borrowers, PNC Bank, National Association, as administrative agent, collateral agent, and a Lender, and PNC Capital Markets LLC, as structuring agent. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01412) filed on March 24, 2022). | |
| | Joint Code of Ethics of Golub Capital BDC, Inc., Golub Capital BDC 3, Inc., the Registrant and GC Advisors LLC (Incorporated by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
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Number | | Description |
| | | |
| | Code of Ethics of GC Advisors LLC (Incorporated by reference to Exhibit 14.2 to the Registrant’s Registration Statement on Form 10 (File No. 000-56303), filed on June 30, 2021). | |
| | List of subsidiaries. (Incorporated by reference to Exhibit 21.1 filed with the Registrant’s Form 10-K (File No. 814-01412) filed on December 6, 2022). | |
| | Power of attorney (included on the signature page hereto). | |
| | 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 of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
| | Privacy Policy of the Registrant. (Incorporated by reference to Exhibit 99.1 filed with the Registrant’s Form 10-K (File No. 814-01412 filed on December 6, 2022). | |
_________________
* Filed herewith
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Golub Capital Direct Lending Corporation and Subsidiaries
Notes to Consolidated Financial Statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| | Golub Capital Direct Lending Corporation |
| | A Maryland Corporation |
| | |
October 19, 2023 | By: | /s/ David B. Golub |
| | Name: David B. Golub |
| | Title: President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lawrence E. Golub, David B. Golub and Christopher C. Ericson as his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | | | | | | | | | | | | | | |
Signature | | Title | | Date |
/s/ David B. Golub | | President, Chief Executive Officer and Director | | October 19, 2023 |
David B. Golub | | (Principal Executive Officer) | | |
/s/ Christopher C. Ericson | | Chief Financial Officer | | October 19, 2023 |
Christopher C. Ericson | | (Principal Financial and Accounting Officer) | | |
/s/ Lawrence E. Golub | | Chairman of the Board of Directors | | October 19, 2023 |
Lawrence E. Golub | | | | |
/s/ John T. Baily | | Director | | October 19, 2023 |
John T. Baily | | | | |
/s/ Kenneth F. Bernstein | | Director | | October 19, 2023 |
Kenneth F. Bernstein | | | | |
/s/ Lofton P. Holder | | Director | | October 19, 2023 |
Lofton P. Holder | | | | |
/s/ Anita J. Rival | | Director | | October 19, 2023 |
Anita J. Rival | | | | |
/s/ William M. Webster IV | | Director | | October 19, 2023 |
William M. Webster IV | | | | |