GOLUB CAPITAL BDC, Inc. - FORM 10-K - November 16, 2016

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________________ 
Form 10-K
______________________________________________________________________________________________________

(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, 2016
 
 
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: 814-00794
GOLUB CAPITAL BDC, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
 
27-2326940
(State or Other Jurisdiction of Incorporation
 or Organization)
 
(I.R.S. Employer Identification No.)
150 South Wacker Drive, Suite 800, Chicago, IL
 
60606
(Address of Principal Executive Offices)
 
(Zip Code)
(312) 205-5050
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share
 
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
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.

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Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
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 x
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company 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
The aggregate market value of common stock held by non-affiliates of the registrant on March 31, 2016 based on the closing price on that date of $17.31 on the Nasdaq Global Select Market was approximately $891.7 million. For the purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates. There were 55,059,067 shares of the registrant’s common stock outstanding as of November 16, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 2017 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the registrant’s fiscal year ended September 30, 2016.


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Part I.
 
  
Part II.
 
  
Part III.
 
  
Part IV.
 
  
 


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PART I
In this annual report on Form 10-K, except as otherwise indicated, the terms:
•
“we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc., a Delaware corporation, and its consolidated subsidiaries;
•
“Holdings” refers to Golub Capital BDC 2010-1 Holdings LLC, a Delaware limited liability company, or LLC, our direct subsidiary;
•
“2010 Issuer” refers to Golub Capital BDC 2010-1 LLC, a Delaware LLC, our indirect subsidiary;
•
“2014 Issuer” refers to Golub Capital BDC CLO 2014 LLC, a Delaware LLC, our direct subsidiary;
•
“Controlling Class” refers to the most senior class of notes then outstanding of the 2010 Issuer or the 2014 Issuer, as applicable;
•
“2010 Debt Securitization” refers to the $350.0 million term debt securitization that we completed on July 16, 2010 as most recently amended on October 20, 2016, in which the 2010 Issuer issued an aggregate of $350.0 million of notes, or the “2010 Notes,” including $205.0 million of Class A-Refi 2010 Notes, which bear interest at a rate of three-month London Interbank Offered Rate, or LIBOR, plus 1.90%, $10.0 million of Class B-Refi 2010 Notes, which bear interest at a rate of three-month LIBOR plus 2.40% and $135.0 million face amount of Subordinated 2010 Notes that do not bear interest;
•
“2014 Debt Securitization” refers to the $402.6 million term debt securitization that we completed on June 5, 2014, in which the 2014 Issuer issued an aggregate of $402.6 million of notes, or the “2014 Notes,” including $191.0 million of Class A-1 2014 Notes, which bear interest at a rate of three-month LIBOR plus 1.75%, $20.0 million of Class A-2 2014 Notes, which bore interest at a rate of three-month LIBOR plus 1.45% through December 4, 2015 and bear interest at three-month LIBOR plus 1.95% thereafter, $35.0 million of Class B 2014 Notes, which bear interest at a rate of three-month LIBOR plus 2.50%, $37.5 million of Class C 2014 Notes, which bear interest at a rate of three-month LIBOR plus 3.50%, and $119.1 million of LLC equity interests that do not bear interest;
•
“Funding” refers to Golub Capital BDC Funding, LLC, a Delaware LLC, our direct subsidiary;
•
“Credit Facility” refers to the amended and restated senior secured revolving credit facility that Funding originally entered into on July 21, 2011, as most recently amended on March 1, 2016, with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender and collateral agent, that currently allows for borrowing up to $200 million and that bears interest at a rate of one-month LIBOR plus 2.25% per annum through the reinvestment period, which ends July 29, 2017, and bears interest at a rate of one-month LIBOR plus 2.75% for the period following the reinvestment period through the stated maturity date of July 30, 2020;
•
“Revolver Funding” refers to Golub Capital BDC Revolver Funding LLC, a Delaware LLC, our direct subsidiary;
•
“Revolver” refers to the $15.0 million revolving line of credit that Revolver Funding entered into on November 22, 2013 with The PrivateBank and Trust Company, or PrivateBank, as lender and administrative agent, and terminated on October 21, 2015 that bore interest, at the election of Revolver Funding, at a rate of either one-, two- or three-month LIBOR plus 3.50% per annum or PrivateBank’s prime rate plus 1.50% per annum and had a stated maturity date of November 22, 2020;
•
“Adviser Revolver” refers to the $20.0 million line of credit with GC Advisors;
•
“SBIC Funds” refers collectively to our consolidated subsidiaries, GC SBIC IV, L.P. and GC SBIC V, L.P.
•
“SLF” refers to Senior Loan Fund LLC, an unconsolidated Delaware LLC, in which we co-invest with RGA Reinsurance Company, or RGA, primarily in senior secured loans. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect of SLF must be approved by representatives of each of the members (with unanimous approval required from either (i) one representative of each of us and RGA or (ii) both representatives of each of us and RGA currently). As of September 30, 2016, we owned 87.5% of both the outstanding subordinated notes and LLC equity interests of SLF. As of September 30, 2016, SLF had subordinated note commitments from its members totaling $160.0 million and LLC equity interest subscriptions from its members totaling $40.0 million. We have committed to fund $140.0 million of subordinated notes and $35.0 million of LLC equity interest subscriptions to SLF;
•
“GC Advisors” refers to GC Advisors LLC, a Delaware LLC, our investment adviser;
•
“Administrator” refers to Golub Capital LLC, a Delaware LLC, an affiliate of GC Advisors and our administrator; and

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•
“Golub Capital” refers, collectively, to the activities and operations of Golub Capital Incorporated, Golub Capital LLC (formerly Golub Capital Management LLC), which entity employs all of Golub Capital’s investment professionals, GC Advisors and associated investment funds and their respective affiliates.

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Item 1. Business
GENERAL
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. We were formed in November 2009 to continue and expand the business of our predecessor, Golub Capital Master Funding LLC, which commenced operations in July 2007, to make investments primarily in senior secured, one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans), 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, U.S. middle-market companies that are, in most cases, sponsored by private equity firms. We structure our one stop loans as senior secured loans, and we obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of the portfolio company. In many cases, we together with our affiliates are the sole lenders of one stop loans, which can afford us additional influence over the borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
In this annual report on Form 10-K, the term “middle-market” generally refers to companies having earnings before interest, taxes, depreciation and amortization, or EBITDA, of between $10.0 million and $50.0 million annually.
Our investment objective is to generate current income and capital appreciation by investing primarily in senior secured and one stop loans of U.S. middle-market companies. We may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to middle-market companies with over $18.0 billion in capital under management as of September 30, 2016, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.
We seek to create a portfolio that includes primarily senior secured and one stop loans by primarily investing approximately $5.0 million to $30.0 million of capital, on average, in the securities of U.S. middle-market companies. We may also selectively invest more than $30.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.
Information Available
Our address is 150 South Wacker Drive, Suite 800, Chicago, IL 60606. Our phone number is (312) 205-5050, and our internet address is www.golubcapitalbdc.com. We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission, or SEC. Information contained on our website is not incorporated by reference into this annual report on Form 10-K and you should not consider information contained on our website to be part of this annual report on Form 10-K or any other report we file with the SEC.
The SEC also maintains a website that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov. Copies of these reports, proxy and information statements and other information may also be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549-0102. You may also read and copy such reports, proxy and information statements at the SEC’s Public Reference Room. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.




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Our Adviser
Our investment activities are managed by our investment adviser, GC Advisors. GC Advisors is responsible for sourcing potential investments, conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring our investments and monitoring our investments and portfolio companies on an ongoing basis. GC Advisors was organized in September 2008 and is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act. Under our amended and restated investment advisory agreement, or the Investment Advisory Agreement, with GC Advisors, we pay GC Advisors a base management fee and an incentive fee for its services. See “Business — Management Agreements — Management Fee” for a discussion of the base management fee and incentive fee, including the cumulative income incentive fee and the income and capital gains incentive fee, payable by us to GC Advisors. Unlike most closed-end funds whose fees are based on assets net of leverage, our base management fee is based on our average-adjusted gross assets (including leverage but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and, therefore, GC Advisors benefits when we incur debt or use leverage. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within 270 days of purchase. Additionally, under the incentive fee structure, GC Advisors benefits when capital gains are recognized and, because it determines when a holding is sold, GC Advisors controls the timing of the recognition of capital gains. Our board of directors is charged with protecting our interests by monitoring how GC Advisors addresses these and other conflicts of interest associated with its management services and compensation. While not expected to review or approve each borrowing, our independent directors periodically review GC Advisors’ services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors consider whether our fees and expenses (including those related to leverage) remain appropriate. See “Business — Management Agreements — Board Approval of the Investment Advisory Agreement.”
GC Advisors is an affiliate of Golub Capital and pursuant to a staffing agreement, or the Staffing Agreement, Golub Capital LLC makes experienced investment professionals available to GC Advisors and provides access to the senior investment personnel of Golub Capital LLC and its affiliates. The Staffing Agreement provides GC Advisors with access to investment opportunities, which we refer to in the aggregate as deal flow, generated by Golub Capital LLC and its affiliates in the ordinary course of their businesses and commits the members of GC Advisors’ investment committee to serve in that capacity. As our investment adviser, GC Advisors is obligated to allocate investment opportunities among us and its other clients fairly and equitably over time in accordance with its allocation policy. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Related Party Transactions.” However, there can be no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time. GC Advisors seeks to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Golub Capital LLC’s investment professionals.
An affiliate of GC Advisors, the Administrator, provides the administrative services necessary for us to operate. See “Business — Management Agreements — Administration Agreement” for a discussion of the fees and expenses (subject to the review and approval of our independent directors) we are required to reimburse to the Administrator.
About Golub Capital
Golub Capital, founded in 1994, is a leading lender to middle-market companies, with a long track record of investing in senior secured, one stop, second lien and subordinated loans. As of September 30, 2016, Golub Capital managed over $13.1 billion of invested or available capital for senior secured, one stop, second lien and subordinated loan investments in middle-market companies. Since its inception, Golub Capital has closed deals with over 200 middle-market sponsors and repeat transactions with over 130 sponsors.
Golub Capital’s middle-market lending group is managed by a four-member senior management team consisting of Lawrence E. Golub, David B. Golub, Andrew H. Steuerman and Gregory W. Cashman. As of September 30, 2016, Golub Capital’s more than 90 investment professionals had an average of over 12 years of investment experience and were supported by more than 185 administrative and back office personnel that focus on operations, finance, legal and compliance, accounting and reporting, marketing, information technology and office management.
Investment Criteria/Guidelines
We seek to generate strong risk-adjusted net returns by assembling a portfolio of investments across a broad range of industries and private equity investors.

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We primarily target U.S. middle-market companies controlled by private equity investors that require capital for growth, acquisitions, recapitalizations, refinancings and leveraged buyouts. We may also make opportunistic loans to independently owned and publicly held middle-market companies. We seek to partner with strong management teams executing long-term growth strategies. Target businesses will typically exhibit some or all of the following characteristics:
•
annual EBITDA of $10.0 million to $75.0 million;
•
sustainable leading positions in their respective markets;
•
scalable revenues and operating cash flow;
•
experienced management teams with successful track records;
•
stable, predictable cash flows with low technology and market risks;
•
a substantial equity cushion in the form of capital ranking junior to our investment;
•
low capital expenditures requirements;
•
a North American base of operations;
•
strong customer relationships;
•
products, services or distribution channels having distinctive competitive advantages;
•
defensible niche strategy or other barriers to entry; and
•
demonstrated growth strategies.
While we believe that the criteria listed above are important in identifying and investing in prospective portfolio companies, not all of these criteria will be met by each prospective portfolio company.
Investment Process Overview
We view our investment process as consisting of four distinct phases described below:
Origination.  GC Advisors sources investment opportunities through access to a network of over 10,000 individual contacts developed in the financial services and related industries by Golub Capital and managed through a proprietary customer relationship database. Among these contacts is an extensive network of private equity firms and relationships with leading middle-market senior lenders. The senior deal professionals of Golub Capital supplement these leads through personal visits and marketing campaigns. It is their responsibility to identify specific opportunities, to refine opportunities through candid exploration of the underlying facts and circumstances and to apply creative and flexible thinking to solve clients’ financing needs. Golub Capital’s origination personnel are located in offices in Chicago, New York and San Francisco. Each originator maintains long-standing customer relationships and is responsible for covering a specified target market. We believe those originators’ strength and breadth of relationships across a wide range of markets generate numerous financing opportunities, which we believe enables GC Advisors to be highly selective in recommending investments to us.
Underwriting.  We utilize the systematic, consistent approach to underwriting developed by Golub Capital, with a particular focus on determining the value of a business in a downside scenario. The key criteria that we consider include (1) strong and resilient underlying business fundamentals, (2) a substantial equity cushion in the form of capital ranking junior in right of payment to our investment and (3) a conclusion that overall “downside” risk is manageable. While the size of our equity cushion will vary over time and across industries, the equity cushion generally sought by GC Advisors today is between 35% and 45% of total portfolio capitalization. We generally focus on the criteria developed by Golub Capital for evaluating prospective portfolio companies, and we put more emphasis on credit considerations (such as (1) loan-to-value ratio (which is the amount of our loan divided by the enterprise value of the company in which we are investing), (2) the ability of the company to maintain a liquidity cushion through economic cycles and in downside scenarios, (3) the ability of the company to service its fixed charge obligations under a variety of scenarios and (4) its anticipated strategic value in a downturn) than on profit potential and loan pricing. Our due diligence process for middle-market credits will typically entail:
•
a thorough review of historical and pro forma financial information;
•
on-site visits;
•
interviews with management and employees;
•
a review of loan documents and material contracts;
•
third-party “quality of earnings” accounting due diligence;

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•
when appropriate, background checks on key managers and research relating to the company’s business, industry, markets, customers, suppliers, products and services and competitors; and
•
the commission of third-party market studies when appropriate.


The following chart illustrates the stages of Golub Capital’s evaluation and underwriting process:
ILLUSTRATIVE DEAL EVALUATION PROCESS
illustrativedealevaluationpr.jpg
Execution.  In executing transactions for us, GC Advisors utilizes the due diligence process developed by Golub Capital. Through a consistent approach to underwriting and careful attention to the details of execution, it seeks to close deals as fast or faster than competitive financing providers while maintaining discipline with respect to credit, pricing and structure to ensure the ultimate success of the financing. Upon completion of due diligence, the investment team working on an investment delivers a memorandum to GC Advisors’ investment committee. Once an investment has been approved by the investment committee, it moves through a series of steps towards negotiation of final documentation. Upon completion of final documentation, a loan is funded upon the execution of an investment committee memorandum by members of GC Advisors’ investment committee.
Monitoring.  We view active portfolio monitoring as a vital part of our investment process. We consider board observation rights, where appropriate, regular dialogue with company management and sponsors and detailed, internally generated monitoring reports to be critical to our performance. Golub Capital has developed a monitoring template that is designed to reasonably ensure compliance with these standards. This template is used by GC Advisors as a tool to assess investment performance relative to our investment plan.
As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance rating:
Internal Performance Ratings
Rating
 
Definition
5
 
Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4
 
Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3
 
Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower may be out of compliance with debt covenants; however, loan payments are generally not past due.
2
 
Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 180 days past due).
1
 
Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

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For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.
GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.
The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of September 30, 2016 and 2015:
 
 
September 30, 2016
 
 
September 30, 2015
Internal
Performance
Rating
 
Investments
at Fair Value
(In thousands)
 
Percentage of
Total
Investments
 
 
Investments
at Fair Value
(In thousands)
 
Percentage of
Total
Investments
 
5
 
$
93,768

 
5.7
% 
 
$
134,142

 
8.8
% 
4
 
1,380,274

 
83.1
 
 
1,298,558

 
84.9
 
3
 
176,464

 
10.6
 
 
87,687

 
5.7
 
2
 
9,950

 
0.6
 
 
9,397

 
0.6
 
1
 
156

 
0.0
* 
 
—

 
—
 
Total
 
$
1,660,612

 
100.0
% 
 
$
1,529,784

 
100.0
% 
*
Represents an amount less than 0.1%.
Investment Committee
GC Advisors’ investment committee, which is comprised of officers of GC Advisors, evaluates and approves all of our investments, subject to the oversight of our board of directors. The investment committee process is intended to bring the diverse experience and perspectives of the committee’s members to the analysis and consideration of each investment. The investment committee currently consists of Lawrence E. Golub, David B. Golub, Andrew H. Steuerman and Gregory W. Cashman. The investment committee serves to provide investment consistency and adherence to our core investment philosophy and policies. The investment committee also determines appropriate investment sizing and suggests ongoing monitoring requirements.
In addition to reviewing investments, investment committee meetings serve as a forum to discuss credit views and outlooks. Potential transactions and deal flow are reviewed on a regular basis. Members of the investment team are encouraged to share information and credit views with the investment committee early in their analysis. We believe this process improves the quality of the analysis and assists the deal team members to work more efficiently.
Each transaction is presented to the investment committee in a formal written report. All of our new investments must be approved by a consensus of the investment committee. Each member of the investment committee performs a similar role for other investment funds, accounts or other investment vehicles, collectively referred to as accounts, sponsored or managed by Golub Capital and its affiliates.
Investment Structure
Once we have determined that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers to structure an investment. We negotiate among these parties to agree on how our investment is expected to perform relative to the other capital in the portfolio company’s capital structure.
We structure our investments, which typically have maturities of three to seven years as described below. Our loans typically provide for moderate loan amortization in the early years of the loan, with the majority of the amortization deferred until loan maturity, and there is a risk of loss if the borrower is unable to pay the lump sum or refinance the amount at maturity.
Senior Secured Loans.  When we structure investments in senior secured loans, we obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of such loans. This collateral may take the form of first-priority liens on the assets of the portfolio company borrower.
One Stop Loans.  We structure our one stop loans as senior secured loans. We obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of these loans. This collateral may take the form of first-priority liens on the assets of the portfolio company. In many cases, we are the sole lender, or we together with our affiliates are

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the sole lenders, of one stop loans, which can afford us additional influence over the borrower in terms of monitoring and, if necessary, remediation in the event of underperformance.
One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we may adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate.
Second Lien Loans.  We structure these investments as junior, secured loans. We obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of such loans. This collateral may take the form of second priority liens on the assets of a portfolio company.
Subordinated Loans.  We structure these investments as unsecured, subordinated loans that provide for relatively high, fixed interest rates that provide us with significant current interest income. These loans typically have interest-only payments (often representing a combination of cash pay and payment-in-kind, or PIK, interest) in the early years. Subordinated loan investments are generally more volatile than secured loans and may involve a greater risk of loss of principal. In addition, the PIK feature of many subordinated loans, which effectively operates as negative amortization of loan principal, increases credit risk exposure over the life of the loan.
Subordinated loan investments are generally more volatile than secured loans and may involve a greater risk of loss of principal. In addition, the PIK feature of many subordinated loans, which effectively operates as negative amortization of loan principal, increases credit risk exposure over the life of the loan.
Warrants and Minority Equity Securities.  In some cases, we may receive nominally priced warrants or options to buy a minority equity interest in the portfolio company in connection with a loan, which can allow us to achieve additional investment return from this equity interest. We may structure such warrants to include provisions protecting our rights as a minority-interest holder, as well as a “put,” or right to sell such securities back to the issuer, upon the occurrence of specified events.
Senior Loan Fund.  We have invested in SLF, which as of September 30, 2016, consisted of a portfolio of loans to 62 different borrowers in industries similar to the companies in our portfolio. SLF invests in debt securities that are secured by a first lien on some or all of the issuer’s assets, including traditional senior debt and any related revolving or similar credit facility, in generally the same manner as our senior secured loans.
We tailor the terms of each investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its operating results. We seek to limit the downside potential of our investments by:
•
selecting investments that we believe have a very low probability of loss;
•
requiring a total return on our investments that we believe will compensate us appropriately for credit risk; and
•
negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with the preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights.
We expect to hold most of our investments to maturity or repayment, but we may sell some of our investments earlier if a liquidity event occurs, such as a sale, recapitalization or worsening of the credit quality of the portfolio company.

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Investments
We seek to create a portfolio that includes primarily senior secured and one stop loans by investing approximately $5.0 million to $30.0 million of capital, on average, in the securities of middle-market companies. Set forth below is a list of our ten largest portfolio company investments as of September 30, 2016, as well as the top ten industries in which we were invested as of September 30, 2016, in each case excluding SLF, calculated as a percentage of our total investments as of such date.
Portfolio Company
 
Fair Value of
Investments
(In thousands)
 
Percentage of
Total
Investments
Atkins Nutritionals, Inc
 
$
41,138

 
2.5
%
Market Track, LLC
 
36,115

 
2.2

DCA Investment Holding, LLC
 
34,998

 
2.1

Vetcor Professional Practices LLC
 
32,243

 
1.9

First Watch Restaurants, Inc.
 
31,424

 
1.9

Accellos, Inc.
 
31,051

 
1.9

Certara L.P.
 
30,329

 
1.8

Integration Appliance, Inc.
 
30,152

 
1.8

Chase Industries, Inc.
 
28,186

 
1.7

NTS Technical Systems
 
26,746

 
1.6

  
 
$
322,382

 
19.4
%
Industry
 
Fair Value of Investments
(In thousands)
 
Percentage of
 Total Investments
Healthcare, Education and Childcare
 
$
327,287

 
19.7
%
Diversified/Conglomerate Service
 
274,198

 
16.5

Electronics
 
146,319

 
8.8

Beverage, Food and Tobacco
 
145,658

 
8.8

Retail Stores
 
137,940

 
8.3

Diversified/Conglomerate Manufacturing
 
84,306

 
5.1

Personal, Food and Miscellaneous Services
 
66,198

 
4.0

Aerospace and Defense
 
59,120

 
3.6

Leisure, Amusement, Motion Pictures, Entertainment
 
51,397

 
3.1

Printing and Publishing
 
46,814

 
2.8

  
 
$
1,339,237

 
80.7
%
Managerial Assistance
As a business development company, we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance would involve an arrangement to provide significant guidance and counsel concerning the management, operations or business objectives and policies of the portfolio company. The Administrator or an affiliate of the Administrator provides such managerial assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services and reimburse the Administrator or an affiliate of the Administrator, as applicable, for its allocated costs in providing such assistance, subject to the review and approval by our board of directors, including our independent directors.
Competition
Our primary competitors in providing financing to middle-market companies include public and private funds, other business development companies, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more

9

relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company or to the source-of-income, asset diversification and distribution requirements we must satisfy to maintain our qualification as a RIC.
We use the expertise of the investment professionals of Golub Capital and its affiliates to which we have access to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, the relationships of the senior members of Golub Capital and its affiliates enable us to learn about, and compete effectively for, financing opportunities with attractive middle-market companies in the industries in which we invest. See “Risk Factors — Risks Relating to our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.”
Administration
We do not have any direct employees, and our day-to-day investment operations are managed by GC Advisors. We have a chief executive officer, chief financial officer, chief compliance officer, managing director and director of corporate strategy, and to the extent necessary, our board of directors may elect to hire additional personnel going forward. Our officers are officers and/or employees of Golub Capital LLC, an affiliate of GC Advisors, and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs is paid by us pursuant to the administration agreement, or the Administration Agreement, with the Administrator. See “Business - Management Agreements - Administration Agreement.”

MANAGEMENT AGREEMENTS
GC Advisors is located at 150 South Wacker Drive, Suite 800, Chicago, IL 60606. GC Advisors is registered as an investment adviser under the Advisers Act. All of the beneficial interests in GC Advisors are owned, indirectly, by two affiliated trusts. The trustees of those trusts are David B. Golub and David L. Finegold. Subject to the overall supervision of our board of directors and in accordance with the 1940 Act, GC Advisors manages our day-to-day operations and provides investment advisory services to us. Under the terms of the Investment Advisory Agreement, GC Advisors:
•
determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
•
identifies, evaluates and negotiates the structure of the investments we make;
•
executes, closes, services and monitors the investments we make;
•
determines the securities and other assets that we purchase, retain or sell;
•
performs due diligence on prospective portfolio companies; and
•
provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
GC Advisors’ services under the Investment Advisory Agreement are not exclusive. Subject to the requirements of the 1940 Act, GC Advisors may enter into one or more sub-advisory agreements under which GC Advisors may obtain assistance in fulfilling its responsibilities under the Investment Advisory Agreement.
Management Fee
Pursuant to the Investment Advisory Agreement, we pay GC Advisors a fee for investment advisory and management services consisting of two components — a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee is ultimately borne by our stockholders.
The base management fee is calculated at an annual rate equal to 1.375% of our average adjusted gross assets at the end of the two most recently completed calendar quarters (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets). Additionally, GC Advisors is voluntarily excluding assets funded with secured borrowing proceeds from the management fee. For services rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during a current calendar quarter. Base management fees for any partial month or quarter are appropriately pro-rated. For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within 270 days of purchase. To the extent that GC Advisors or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of ours, the base management fee shall be reduced by an amount equal to the product of (1) the total fees paid to GC Advisors by such subsidiary for such services and (2)

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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 us.
We pay GC Advisors an incentive fee. We have structured the calculation of the incentive fee to include a fee limitation such that an incentive fee for any quarter can only be paid to GC Advisors if, after such payment, the cumulative incentive fees paid to GC Advisors since April 13, 2010, the effective date of our election to become a business development company, would be less than or equal to 20.0% of our Cumulative Pre-Incentive Fee Net Income (as defined below).
We accomplish this limitation by subjecting each quarterly incentive fee payable under the Income and Capital Gains Incentive Fee Calculation (as defined below) to a cap, or the Incentive Fee Cap. The Incentive Fee Cap in any quarter is equal to the difference between (a) 20.0% of Cumulative Pre-Incentive Fee Net Income and (b) cumulative incentive fees of any kind paid to GC Advisors by us since April 13, 2010. 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 (as defined below) for each period since April 13, 2010 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since April 13, 2010.
“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 we receive 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 we have not yet received in cash. GC Advisors does not return to us amounts paid to it on accrued income that we have not yet received in cash if such income is not ultimately received by us in cash. If we do not ultimately receive income, a loss would be recognized, reducing future fees.
Incentive fees are calculated as described below and payable quarterly in arrears (or, upon termination of the Investment Advisory Agreement, as of the termination date).
Income and Capital Gains Incentive Fee Calculation
The income and capital gains incentive fee calculation, or the Income and Capital Gains Incentive Fee Calculation, has two parts: the income component and the capital gains component. The income component is calculated quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.
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 component, it is possible that an incentive fee may be calculated under this formula with respect to a period in which we have incurred a loss. For example, if we receive Pre-Incentive Fee Net Investment Income in excess of the hurdle rate (as defined below) for a calendar quarter, the income component will result in a positive value and an incentive fee will be paid subject to the Incentive Fee Cap.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of our 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 2.0% quarterly. If market interest rates rise, we may be able to invest our funds in debt instruments that provide for a higher return, which would increase our Pre-Incentive Fee Net Investment Income and make it easier for GC Advisors to surpass the fixed hurdle rate and receive an incentive fee based on such net investment income. Our Pre-Incentive Fee Net Investment Income used to calculate this part of the incentive fee is also included in the amount of our total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets and cash collateral on deposit with custodian) used to calculate the 1.375% base management fee, which fee is payable on all of our assets managed by GC Advisors.
We calculate the income component of the Income and Capital Gains Incentive Fee Calculation with respect to our 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;
•
100.0% of our 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 2.5% in any calendar quarter. We refer to this portion of our Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.5%) as the “catch-up” provision. The catch-up is meant to provide GC Advisors with 20.0% of the Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeds 2.5% in any calendar quarter; and

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•
20.0% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% 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.
The following is a graphical representation of the Income Incentive Fee calculation:
Quarterly Income Component of Income and Capital Gains Incentive Fee Calculation Based on Net Income
Pre-Incentive Fee Net Investment Income
(Expressed as a Percentage of the Value of Net Assets)
preincentivefeenetinvestment.jpg
Percentage of Pre-Incentive Fee Net Investment Income Allocated to Income Component of Income and Capital Gains Incentive Fee Calculation
The second part of the Income and Capital Gains Incentive Fee Calculation, or the Capital Gain Incentive Fee, equals (a) 20.0% of our 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 ending December 31, 2010, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. On August 5, 2014, we amended the Investment Advisory Agreement, effective as of June 30, 2014, to provide that the Capital Gain Incentive Fee Base is reduced by the amount of any unamortized deferred financing costs, if and to the degree that such costs exceed unrealized capital appreciation. Our “Capital Gain Incentive Fee Base” equals (1) the sum of (i) our realized capital gains, if any, on a cumulative positive basis from April 13, 2010 through the end of each calendar year, (ii) all realized capital losses on a cumulative basis and (iii) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred financing costs, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis.
•
The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in our 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 our 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 our portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.
The Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement (as described above) for each of the years ended September 30, 2016, 2015 and 2014 was $0. However, in accordance with U.S. generally accepted accounting principles, or GAAP, we are required to accrue for the Capital Gain Incentive Fee on a quarterly basis and are further required to include the aggregate unrealized capital appreciation on investments when calculating the capital gain incentive fee accrual, as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized appreciation, is positive at the end of a period, then GAAP requires us to accrue a capital gain incentive fee equal to 20% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid or 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 for any capital gain incentive fee payable in a given period may result 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. Since inception through September 30, 2016, we have not made any Capital Gain Incentive Fee payments. For the years ended September 30, 2016, 2015 and 2014, we accrued a capital gains incentive fee payable under GAAP of $1.2 million, $2.7 million and $96,000, respectively.
The sum of the Income Incentive Fee and the Capital Gain Incentive Fee is the “Incentive Fee”.
Cap on Fees
The Incentive Fee will not be paid at any time if, after such payment, the cumulative Incentive Fees paid to date would be greater than 20.0% of our Cumulative Pre-Incentive Fee Net Income since April 13, 2010. If, for any relevant period, the

12

Incentive Fee Cap calculation results in our paying less than the amount of the Incentive Fee calculated above, then the difference between the Incentive Fee and the Incentive Fee Cap will not be paid by us, and will not be received by GC Advisors as an Incentive Fee either at the end of such relevant period or at the end of any future period. For the avoidance of doubt, our stockholders benefit from a reduction in the amount of Incentive Fees that we pay, and that they pay indirectly, equal to the sum of the differences, if any, between the Incentive Fee and the Incentive Fee Cap.
Examples of Quarterly Incentive Fee Calculation
Example 1 — Income Related Portion of Incentive Fee(1):
Assumptions
Hurdle rate(2) = 2.00%
Management fee(3) = 0.344%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(4) = 0.35%
 
(1)
The hypothetical amount of Pre-Incentive Fee Net Investment Income shown is based on a percentage of total net assets. In addition, the example assumes that during the most recent four full calendar quarter period ending on or prior to the date the payment set forth in the example is to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) is at least 8.0% of our net assets at the beginning of such period (as adjusted for any share issuances or repurchases).
(2)
Represents a quarter of the 8.0% annualized hurdle rate.
(3)
Represents a quarter of the 1.375% annualized management fee.
(4)
Excludes offering expenses.
Alternative 1
Additional Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.25%
Pre-Incentive Fee Net Investment Income (investment income – (management fee + other expenses)) = 0.556%
Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate, therefore there is no Incentive Fee.
Alternative 2
Additional Assumptions
Investment income (including interest, dividends, fees, etc.) = 2.80%
Pre-Incentive Fee Net Investment Income (investment income – (management fee + other expenses)) = 2.106%
Pre-Incentive Fee Net Investment Income exceeds hurdle rate, therefore there is an Incentive Fee.
Incentive Fee
=
100% × “catch-up” + the greater of 0% AND (20% × (Pre-Incentive Fee Net Investment Income – 2.50%))
  
=
(100% × (2.106% – 2.00%)) + 0%
  
=
100% × 0.106%
  
=
0.106%
Alternative 3
Additional Assumptions
Investment income (including interest, dividends, fees, etc.) = 3.50%
Pre-Incentive Fee Net Investment Income (investment income – (management fee + other expenses)) = 2.806%
Pre-Incentive Fee Net Investment Income exceeds hurdle rate, therefore there is an Incentive Fee.

13

Incentive Fee
=
100% × “catch-up” + the greater of 0% AND (20% × (Pre-Incentive Fee Net Investment Income – 2.50%))
  
=
(100% × (2.50% – 2.00%)) + (20% × (2.806% – 2.50%))
  
=
0.50% + (20% × 0.306%)
  
=
0.50% + 0.061%
  
=
0.561%
Example 2 — Capital Gain Incentive Fee:
Alternative 1:
Assumptions
 
Year 1:
$20 million investment made in Company A (“Investment A”) and $30 million investment made in Company B (“Investment B”)
 
Year 2:
Investment A is sold for $15 million and fair market value (“FMV”) of Investment B determined to be $29 million
 
Year 3:
FMV of Investment B determined to be $27 million
 
Year 4:
Investment B sold for $25 million
The Capital Gain Incentive Fee, if any, would be:
 
Year 1:
None (No sales transactions)
 
Year 2:
None (Sales transaction resulted in a realized capital loss on Investment A)
 
Year 3:
None (No sales transactions)
 
Year 4:
None (Sales transaction resulted in a realized capital loss on Investment B)
Each quarterly incentive fee payable on the Income and Capital Gains Incentive Fee Calculation is subject to the Incentive Fee Cap. Below are the necessary adjustments to the Incentive Fee payable to adhere to the Incentive Fee Cap.
 
Year 1:
No adjustment; no realized capital losses or unrealized capital depreciation
 
Year 2:
Investment A sold at a $5 million loss. Investment B has unrealized capital depreciation of $1 million. Therefore, GC Advisors would not be paid on the $6 million realized/unrealized loss which would result in a lower Incentive Fee by $1.2 million.
 
Year 3:
Investment B has unrealized capital depreciation of $2 million. Therefore, GC Advisors would not be paid on the $2 million unrealized capital depreciation, which would result in a lower Incentive Fee by $400,000.
 
Year 4:
Investment B sold at a $5 million loss. Investment B was previously marked down by $3 million; therefore, we would realize a $5 million loss on Investment B and reverse the previous $3 million in unrealized capital depreciation. The net effect would be a loss of $2 million. GC Advisors would not be paid on the $2 million loss which would result in a lower Incentive Fee by $400,000.
Alternative 2
Assumptions
 
Year 1:
$20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)
 
Year 2:
FMV of Investment A determined to be $18 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million
 
Year 3:
Investment A sold for $18 million. FMV of Investment B determined to be $24 million and FMV of Investment C determined to be $25 million.
 
Year 4:
FMV of Investment B determined to be $22 million. Investment C sold for $24 million.
 
Year 5:
Investment B sold for $20 million
The Capital Gain Incentive Fee, if any, would be:

14

 
Year 1:
None (No sales transactions)
 
Year 2:
None (No sales transactions)
 
Year 3:
None (Sales transaction resulted in a realized capital loss on Investment A)
 
Year 4:
None (Sales transaction resulted in a realized capital loss on Investment C)
 
Year 5:
None (Sales transaction resulted in a realized capital loss on Investment B)
Each quarterly Incentive Fee payable on the Income and Capital Gains Incentive Fee Calculation is subject to the Incentive Fee Cap. Below are the necessary adjustments to the Incentive Fee payable to adhere to the Incentive Fee Cap.
 
Year 1:
No adjustment; no realized capital losses or unrealized capital depreciation.
 
Year 2:
Investment A has unrealized capital depreciation of $2 million. Investment B has unrealized capital depreciation of $5 million. Therefore, GC Advisors would not be paid on the $7 million unrealized capital depreciation which would result in a lower Incentive Fee by $1.4 million.
 
Year 3:
Investment A sold at a $2 million loss. Investment A was previously marked down by $2 million; therefore, we would realize a $2 million loss on Investment A and reverse the previous $2 million in unrealized capital depreciation. Investment B has additional unrealized capital depreciation of $1 million. The net effect would be a loss of $1 million. GC Advisors would not be paid on the $1 million loss, which would result in a lower Incentive Fee by $200,000.
 
Year 4:
Investment B has additional unrealized capital depreciation of $2 million. Investment C sold at a $1 million realized loss. Therefore, GC Advisors would not be paid on the $3 million realized/unrealized loss which would result in a lower Incentive Fee by $600,000.
 
Year 5:
Investment B sold at a $10 million loss. Investment B was previously marked down by $8 million; therefore, we would realize a $10 million loss on Investment B and reverse the previous $8 million in unrealized capital depreciation. The net effect would be a loss of $2 million. GC Advisors would not be paid on the $2 million loss, which would result in a lower Incentive Fee by $400,000.

Alternative 3
Assumptions
 
Year 1:
$25 million investment made in Company A (“Investment A”) and $20 million investment made in Company B (“Investment B”)
 
Year 2:
Investment A is sold for $30 million, FMV of Investment B determined to be $21 million and $2 million of unamortized deferred financing costs
 
Year 3:
FMV of Investment B determined to be $23 million and $1 million of unamortized deferred financing costs
 
Year 4:
Investment B sold for $23 million and $0 of unamortized deferred financing costs
The Capital Gain Incentive Fee, if any, would be:
 
Year 1:
None (No sales transactions)
 
Year 2:
$800,000 (20% multiplied by (i) $5 million realized capital gains on sale of Investment A less (ii) $1 million unamortized deferred financing costs ($2 million of unamortized deferred financing costs less $1 million of unrealized gain))
 
Year 3:
$200,000 (20% multiplied by $5 million realized capital gains on sale of Investment A) less $800,000 (Capital Gains Incentive Fee paid in year 2)
 
Year 4:
$600,000 (20% multiplied by $8 million realized capital gains on sale of Investment A and Investment B less Capital Gains Incentive Fee paid in years 2 and 3).
Each quarterly Incentive Fee payable on the Income and Capital Gains Incentive Fee Calculation is subject to the Incentive Fee Cap. Below are the necessary adjustments to the Incentive Fee payable to adhere to the Incentive Fee Cap.

15

 
Year 1:
No adjustment necessary
 
Year 2:
No adjustment necessary. GC Advisors would not be paid on the $1 million unrealized gain on Investment B.
 
Year 3:
No adjustment necessary. GC Advisors would not be paid on the $3 million unrealized gain on Investment B.
 
Year 4:
No adjustment necessary
Payment of Our Expenses
All investment professionals of GC Advisors and/or its affiliates, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of personnel allocable to these services to us, are provided and paid for by GC Advisors and/or its affiliates and not by us. We bear all other out-of-pocket costs and expenses of our operations and transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Expenses.”
Duration and Termination
Unless terminated earlier as described below, the Investment Advisory Agreement will continue in effect from year to year if approved annually by our board of directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by a majority of our directors who are not “interested persons,” as that term is defined in the 1940 Act, of us or GC Advisors. The Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by GC Advisors and may be terminated by either party without penalty upon not less than 60 days’ written notice to the other. The holders of a majority of our outstanding voting securities, by vote, may also terminate the Investment Advisory Agreement without penalty. See “Risk Factors — Risks Relating to our Business and Structure — We are dependent upon GC Advisors for our future success and upon their access to the investment professionals and partners of Golub Capital and its affiliates.”
Indemnification
The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GC Advisors and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GC Advisors’ services under the Investment Advisory Agreement or otherwise as our investment adviser.
Board Approval of the Investment Advisory Agreement
At a meeting of our board of directors held in May 2016, our board of directors voted unanimously to reapprove the Investment Advisory Agreement. In reaching a decision to approve the Investment Advisory Agreement, the board of directors reviewed a significant amount of information and considered, among other things:
•
the nature, extent and quality of services provided to us by GC Advisors;
•
the relative investment performance of us since April 1, 2015 and since our inception;
•
the fees paid by other comparable business development companies; and
•
various other matters.
Based on the information reviewed and the considerations detailed above, our board of directors, including all of the directors who are not “interested persons,” as that term is defined in the 1940 Act, of us or GC Advisors, concluded that the investment advisory fee rates and terms are fair and reasonable in relation to the services provided and approved the renewal of the Investment Advisory Agreement for a one year term.
Administration Agreement
Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, our required administrative services, which include being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, the Administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administrator may retain third parties to assist in providing administrative services to us. To the extent that the Administrator outsources any of its functions, we pay the fees associated with such functions on a direct basis without profit to

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the Administrator. We reimburse the Administrator for the allocable portion (subject to approval of our board of directors) 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 our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. In addition, if requested to provide managerial assistance to our portfolio companies, the Administrator is paid an additional amount based on the cost of the services provided, which shall not exceed the amount we receive from such portfolio companies for providing this assistance. In May 2016, the Administration Agreement was renewed for a one-year term with the unanimous approval of our board of directors. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.
Indemnification
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Administrator’s services under the Administration Agreement or otherwise as our administrator.
License Agreement
We have entered into a license agreement with Golub Capital LLC under which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital”. Under this agreement, we will have a right to use the “Golub Capital” name and the agreement will remain in effect for so long as GC Advisors or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the “Golub Capital” name.
Staffing Agreement
We do not have any internal management capacity or employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of GC Advisors to achieve our investment objective. GC Advisors is an affiliate of Golub Capital LLC and depends upon access to the investment professionals and other resources of Golub Capital LLC and its affiliates to fulfill its obligations to us under the Investment Advisory Agreement. GC Advisors also depends upon Golub Capital LLC to obtain access to deal flow generated by the professionals of Golub Capital LLC and its affiliates. Under the Staffing Agreement, Golub Capital LLC provides GC Advisors with the resources necessary to fulfill these obligations. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee serve in such capacity. The Staffing Agreement remains in effect until terminated and may be terminated by either party without penalty upon 60 days’ written notice to the other party. Services under the Staffing Agreement are provided to GC Advisors on a direct cost reimbursement basis, and such fees are not our obligation.
REGULATION
General
We are a business development company under the 1940 Act and have elected to be treated as a RIC under the Code. The 1940 Act contains prohibitions and restrictions relating to transactions between business development companies and their affiliates (including any investment advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors of a business development company be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company without the approval of a majority of our outstanding voting securities.
We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an “underwriter,” as that term is defined in the Securities Act of 1933, as amended, or the Securities Act. Our intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies, except that we may enter into hedging transactions to manage the risks associated with interest rate fluctuations. However, we may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances. We also do not intend to acquire securities issued by any investment company in excess of the limits imposed by the 1940 Act. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional

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expenses. None of these policies, or any of our other policies, is fundamental and each may be changed without stockholder approval. To the extent we adopt any fundamental policies; no person from whom we borrow will have, in his or her capacity as lender or debt holder, either a veto power or a vote in approving or changing any of our fundamental policies.
Qualifying Assets
Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:
(1)
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer that:
◦
is organized under the laws of, and has its principal place of business in, the United States;
◦
is not an investment company (other than a small business investment company, or SBIC, wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
◦
satisfies either of the following:
▪
does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250.0 million market capitalization maximum; or
▪
is controlled by a business development company or a group of companies including a business development company, the business development company actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the business development company has an affiliated person who is a director of the eligible portfolio company.
(2)
Securities of any eligible portfolio company which we control.
(3)
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident to such a private transaction, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
(4)
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
(5)
Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities.
(6)
Cash, cash equivalents, U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment.
The regulations defining and interpreting qualifying assets may change over time. We may adjust our investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions in this area.
We look through our consolidated subsidiaries to the underlying holdings (considered together with portfolio assets held outside of our consolidated subsidiaries) for purposes of determining compliance with the 70% qualifying assets requirement of the 1940 Act. At least 70% of our assets will be eligible assets.
Managerial Assistance to Portfolio Companies
A business development company must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the business development company must either control the issuer of the securities or must offer to make available to the issuer of the securities significant managerial assistance; except that, when the business development company purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means any arrangement whereby the business development company, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

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Temporary Investments
Pending investment in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents, U.S. government securities, repurchase agreements and high-quality debt investments that mature in one year or less from the date of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets or temporary investments. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, so long as the agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would generally not meet the Diversification Tests, as defined in section 851(b)(3) of the Code, in order to qualify as a RIC for U.S. federal income tax purposes. Accordingly, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. GC Advisors will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
Senior Securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as that term is defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. We consolidate our financial results with all of our wholly-owned subsidiaries, including Holdings, the 2010 Issuer and the 2014 Issuer, for financial reporting purposes and measure our compliance with the leverage test applicable to business development companies under the 1940 Act on a consolidated basis. On September 13, 2011, we received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiaries from our 200% asset coverage test under the 1940 Act. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 200%. This provides us with increased investment flexibility but also increases our risks related to leverage. For a discussion of the risks associated with leverage, see “Risk Factors — Risks Relating to our Business and Structure — Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital. As a business development company, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.”
Codes of Ethics
We and GC Advisors have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. You may read and copy the code of ethics from our website at www.golubcapitalbdc.com, from the SEC’s website at www.sec.gov, or at the SEC’s Public Reference Room in Washington, D.C. See “Business — General — Information Available.” In addition, each code of ethics is attached as an exhibit to this annual report on Form 10-K.
Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to GC Advisors. The proxy voting policies and procedures of GC Advisors are set out below. The guidelines are reviewed periodically by GC Advisors and our directors who are not “interested persons” and, accordingly, are subject to change.
Introduction
As an investment adviser registered under the Advisers Act, GC Advisors has a fiduciary duty to act solely in our best interests. As part of this duty, GC Advisors recognizes that it must vote our securities in a timely manner free of conflicts of interest and in our best interests.
GC Advisors’ policies and procedures for voting proxies for its investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy Policies
GC Advisors votes proxies relating to our portfolio securities in what it perceives to be the best interest of our stockholders. GC Advisors reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine its effect on the portfolio securities we hold. In most cases GC Advisors will vote in favor of proposals that GC Advisors believes are likely to

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increase the value of the portfolio securities we hold. Although GC Advisors will generally vote against proposals that may have a negative effect on our portfolio securities, GC Advisors may vote for such a proposal if there exist compelling long-term reasons to do so.
Our proxy voting decisions are made by GC Advisors’ chief executive officer and president. To ensure that GC Advisors’ vote is not the product of a conflict of interest, GC Advisors requires that (1) anyone involved in the decision-making process disclose to its chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote and (2) employees involved in the decision-making process or vote administration are prohibited from revealing how GC Advisors intends to vote on a proposal in order to reduce any attempted influence from interested parties. Where conflicts of interest may be present, GC Advisors will disclose such conflicts to us, including our independent directors, and may request guidance from us on how to vote such proxies.
Proxy Voting Records
You may obtain information without charge about how GC Advisors voted proxies during the most recent 12-month period ended September 30, 2016 by making a written request for proxy voting information to: Golub Capital BDC, Inc., Attention: Investor Relations, 150 South Wacker Drive, Suite 800, Chicago, IL 60606, or by calling Golub Capital BDC, Inc. collect at (312) 205-5050.
Privacy Principles
We are committed to maintaining the privacy of our stockholders and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any nonpublic personal information relating to our stockholders, although certain nonpublic personal information of our stockholders may become available to us. We do not disclose any nonpublic personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third-party administrator).
We restrict access to nonpublic personal information about our stockholders to employees of GC Advisors and its affiliates with a legitimate business need for the information. We will maintain physical, electronic and procedural safeguards designed to protect the nonpublic personal information of our stockholders.
Other
Under the 1940 Act, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a business development company, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We and GC Advisors are required to adopt and implement written policies and procedures reasonably designed to prevent violation of relevant federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering these policies and procedures.
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors who are not interested persons and, in some cases, prior approval by the SEC. The SEC has interpreted the business development company prohibition on transactions with affiliates to prohibit “joint transactions” among entities that share a common investment adviser. The staff of the SEC has granted no-action relief permitting purchases of a single class of privately placed securities provided that the adviser negotiates no term other than price and certain other conditions are met. Any co-investment would be made subject to compliance with existing regulatory guidance, applicable regulations and our allocation procedures. If opportunities arise that would otherwise be appropriate for us and for another account sponsored or managed by GC Advisors to make different investments in the same issuer, GC Advisors will need to decide which account will proceed with the investment. Moreover, in certain circumstances, we may be unable to invest in an issuer in which another account sponsored or managed by GC Advisors has previously invested.
We and GC Advisors have submitted an exemptive application to the SEC to permit greater flexibility to negotiate the terms of co-investments if our board of directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by GC Advisors or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions, as well as regulatory requirements and other pertinent factors. We believe that co-investment by us and accounts sponsored or managed by GC Advisors may afford us additional investment opportunities and the ability to achieve greater diversification.


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Under the terms of the relief requested by the exemptive application, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors would make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment strategies and policies. There is no assurance that our application for exemptive relief will be granted by the SEC or that, if granted, it will be on the terms set forth above.
Sarbanes-Oxley Act
The Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, imposes a variety of regulatory requirements on companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and their insiders. Many of these requirements affect us. For example:
•
our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;
•
our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;
•
our management must prepare an annual report regarding its assessment of our internal control over financial reporting, which must be audited by our independent registered public accounting firm; and
•
our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under such act. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we comply with that act.
Small Business Investment Company Regulations
We operate the SBIC Funds as wholly-owned subsidiaries of the Company. The SBIC Funds each may rely on an exclusion from the definition of “investment company” under the 1940 Act. As such, neither of these subsidiaries will elect to be regulated as a business development company under the 1940 Act.
The SBIC Funds each have investment objectives substantially similar to ours and make similar types of investments in accordance with SBIC regulations.
The licenses approved by the U.S. Small Business Administration, or SBA, for the SBIC Funds allow the SBIC Funds to incur leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment and certain approvals by the SBA and customary procedures. SBA-guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and other debt, have a maturity of ten years, require semi-annual payments of interest and do not require any principal prior to maturity. Under the regulations applicable to SBICs, an SBIC may have outstanding debentures guaranteed by the SBA generally in an amount of up to twice its regulatory capital, which generally equates to the amount of its equity capital. SBIC regulations currently limit the amount that a single SBIC subsidiary may borrow to a maximum of $150.0 million, assuming that it has at least $75.0 million of equity capital. The SBICs are subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants.
Under present SBIC regulations, the maximum amount of SBA-guaranteed debentures that may be issued by multiple licensees under common management is $350.0 million and the maximum amount that may be issued by a single SBIC licensee is $150.0 million. As of September 30, 2016, GC SBIC IV, L.P., or SBIC IV and GC SBIC V, L.P., or SBIC V, had $150.0 million and $127.0 million of outstanding SBA guaranteed debentures, respectively.
SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBIC regulations, SBICs may make loans to eligible small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services.
Under present SBIC regulations, eligible small businesses generally include businesses that (together with their affiliates) have a tangible net worth not exceeding $19.5 million and have average annual net income after U.S. federal income taxes not exceeding $6.5 million (average net income to be computed without benefit of any carryover loss) for the two most recent fiscal years. In addition, an SBIC must devote 25% of its investment activity to “smaller” concerns, as defined by the SBA. A smaller concern generally includes businesses that have a tangible net worth not exceeding $6.0 million and have average annual net income after U.S. federal income taxes not exceeding $2.0 million (average net income to be computed without benefit of any net carryover loss) for the two most recent fiscal years. SBIC regulations also provide alternative size standard criteria to

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determine eligibility for designation as an eligible small business or smaller concern, which criteria depend on the primary industry in which the business is engaged and are based on such factors as the number of employees and gross revenue. However, once an SBIC has invested in a company, it may continue to make follow on investments in the company, regardless of the size of the company at the time of the follow on investment, up to the time of the company’s initial public offering, if any.
The SBA prohibits an SBIC from providing funds to small businesses for certain purposes, such as relending or investing outside the United States, to businesses engaged in a few prohibited industries and to certain “passive” (i.e., non-operating) companies. In addition, without prior SBA approval, an SBIC may not invest an amount equal to more than approximately 30% of the SBIC’s regulatory capital in any one company and its affiliates.
The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies (such as limiting the permissible interest rate on debt securities held by an SBIC in a portfolio company). An SBIC may exercise control over a small business for a period of up to seven years from the date on which the SBIC initially acquires its control position. This control period may be extended for an additional period of time with the SBA’s prior written approval.
The SBA restricts the ability of an SBIC to lend money to any of its officers, directors and employees or to invest in affiliates thereof. The SBA also prohibits, without prior SBA approval, a “change of control” of an SBIC or transfers that would result in any person (or a group of persons acting in concert) owning 10% or more of a class of capital stock of a licensed SBIC. A “change of control” is any event which would result in the transfer of the power, direct or indirect, to direct the management and policies of a SBIC, whether through ownership, contractual arrangements or otherwise.
SBICs must invest idle funds that are not being used to make loans in investments permitted under SBIC regulations in certain types of securities including direct obligations of, or obligations guaranteed as to principal and interest by, the U.S. government, which mature within 15 months from the date of the investment.
SBICs are periodically examined and audited by the SBA’s staff to determine their compliance with SBIC regulations and are periodically required to file certain forms with the SBA.
Neither the SBA nor the U.S. government or any of its agencies or officers has approved any ownership interest to be issued by us or any obligation that we or any of our subsidiaries may incur.
Election to Be Taxed as a RIC
As a business development company, we have elected to be treated as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, we must distribute to our stockholders, for each taxable year, dividends for U.S. federal income tax purposes of an amount at least equal to 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses and determined without regard to any deduction for dividends paid, or the Annual Distribution Requirement. Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute to our stockholders in respect of each calendar year dividends of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of the excess (if any) of our realized capital gains over our realized capital losses, or capital gain net income (adjusted for certain ordinary losses), generally for the one-year period ending on October 31 of the calendar year and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax, or the Excise Tax Avoidance Requirement.
Taxation as a RIC
If we:
•
qualify as a RIC; and
•
satisfy the Annual Distribution Requirement;
then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain, defined as net long-term capital gains in excess of net short-term capital losses, we distribute to stockholders. We will be subject to U.S. federal income tax at regular corporate rates on any net income or net capital gain not distributed as dividends to our stockholders.
In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
•
qualify to be treated as a business development company under the 1940 Act at all times during each taxable year;

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•
derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities, or other income derived with respect to our business of investing in such stock or securities, and net income derived from interests in “qualified publicly traded partnerships” (partnerships that are traded on an established securities market or tradable on a secondary market, other than partnerships that derive 90% of their income from interest, dividends and other permitted RIC income), or the 90% Income Test; and
•
diversify our holdings, or the Diversification Tests, so that at the end of each quarter of the taxable year:
•
at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and
•
no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or in the securities of one or more qualified publicly traded partnerships.
We may invest in partnerships, including qualified publicly traded partnerships, which may result in our being subject to state, local or foreign income, franchise or other tax liabilities.
In addition, we are subject to ordinary income and capital gain distribution requirements under U.S. federal excise tax rules for each calendar year. If we do not meet the required distributions we will be subject to a 4% nondeductible federal excise tax on the undistributed amount. The failure to meet U.S. federal excise tax distribution requirements will not cause us to lose our RIC status.
Any underwriting fees paid by us are not deductible. We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, with increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the taxable year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.
Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) treat dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible for such treatment, (3) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (4) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (5) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (6) cause us to recognize income or gain without a corresponding receipt of cash, (7) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (8) adversely alter the characterization of certain complex financial transactions and (9) produce income that will not be qualifying income for purposes of the 90% Income Test. We intend to monitor our transactions and may make certain tax elections to mitigate the effect of these provisions and prevent our ability to be subject to tax as a RIC.
Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long term or short term, depending on how long we held a particular warrant.
Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Business — Regulation — Senior Securities.” Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
Some of the income and fees that we may recognize will not satisfy the 90% Income Test. In order to ensure that such income and fees do not disqualify us as a RIC for a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such

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corporations will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.
Failure to Qualify as a RIC
If we were unable to qualify for treatment as a RIC and are unable to cure the failure, for example, by disposing of certain investments quickly or raising additional capital to prevent the loss of RIC status, we would be subject to tax on all of our taxable income at regular corporate rates. The Code provides some relief from RIC disqualification due to failures to comply with the 90% Income Test and the Diversification Tests, although there may be additional taxes due in such cases. We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.
Should failure occur; not only would all our taxable income be subject to tax at regular corporate rates, we would not be able to deduct dividend distributions to stockholders, nor would they be required to be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, certain corporate stockholders would be eligible to claim dividends received deduction with respect to such dividends and non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject to reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. If we fail to qualify as a RIC, we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next five taxable years.

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Item 1A. Risk Factors
You should carefully consider these risk factors, together with all of the other information included in this annual report on Form 10-K and the other reports and documents filed by us with the SEC. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.
Risks Relating to Our Business and Structure
We are subject to risks associated with the current interest rate environment and to the extent we use debt to finance our investments, changes in interest rates will affect our cost of capital and net investment income.
Since the economic downturn that began in mid-2007, interest rates have remained low. Because longer-term inflationary pressure is likely to result from the U.S. government’s fiscal policies and challenges during this time, we will likely experience rising interest rates, rather than falling rates, at some point in the future and have begun to see modest increases to LIBOR.
To the extent we borrow money or issue debt securities or preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. In addition, many of our debt investments and borrowings have floating interest rates that reset on a periodic basis, and many of our investments are subject to interest rate floors. As a result, a change in market interest rates could have a material adverse effect on our net investment income, in particular with respect to increases from current levels to the level of the interest rate floors on certain investments. In periods of rising interest rates, our cost of funds will increase because the interest rates on the majority of amounts we have borrowed are floating, which could reduce our net investment income to the extent any debt investments have fixed interest rates, and the interest rate on investments with an interest rate floor will not increase until interest rates exceed the applicable floor. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
You should also be aware that a rise in the general level of interest rates typically will lead to higher interest rates applicable to our debt investments, which may result in an increase of the amount of incentive fees payable to GC Advisors. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock.
Global capital markets could enter a period of severe disruption and instability. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and our business.
The U.S. and global capital markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally. In July and August 2015, Greece reached agreements with its creditors for bailouts that provide aid in exchange for certain austerity measures. These and similar austerity measures may adversely affect world economic conditions and have an adverse impact on our business and that of our portfolio companies. In the second quarter of 2015, stock prices in China experienced a significant drop, resulting primarily from continued sell-off of shares trading in Chinese markets. In August 2015, Chinese authorities sharply devalued China's currency. In June 2016, the United Kingdom held a referendum in which voters approved an exit from the European Union, and the implications of the United Kingdom’s pending withdrawal from the European Union are unclear at present. In November 2016, voters in the United States elected a new president and the implications of a new presidential administration are unclear at present. These market and economic disruptions affected, and these and other similar market and economic disruptions may in the future affect, the U.S. capital markets, which could adversely affect our business and that of our portfolio companies and the broader financial and credit markets and have reduced the availability of debt and equity capital for the market as a whole and to financial firms, in particular. At various times, these disruptions resulted in, and may in the future result, a lack of liquidity in parts of the debt capital markets, significant write-offs

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in the financial services sector and the repricing of credit risk. These conditions may reoccur for a prolonged period of time again or materially worsen in the future, including as a result of U.S. government shutdowns or further downgrades to the U.S. government’s sovereign credit rating or the perceived credit worthiness of the United States or other large global economies. Unfavorable economic conditions, including future recessions, also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of loans we originate and/or fund, adversely affect the value of our portfolio investments or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows.
We are dependent upon GC Advisors for our success and upon their access to the investment professionals and partners of Golub Capital and its affiliates.
We do not have any internal management capacity or employees. We depend on the diligence, skill and network of business contacts of the senior investment professionals of GC Advisors to achieve our investment objective. GC Advisors’ investment committee, which consists of two members of our board of directors and two additional employees of Golub Capital LLC, provides oversight over our investment activities. We also cannot assure you that we will replicate the historical results achieved by members of the investment committee, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. We expect that GC Advisors will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that the senior investment professionals of GC Advisors will continue to provide investment advice to us. If these individuals do not maintain their existing relationships with Golub Capital LLC and its affiliates and do not develop new relationships with other sources of investment opportunities, we may not be able to identify appropriate replacements or grow our investment portfolio. The loss of any member of GC Advisors’ investment committee or of other senior investment professionals of GC Advisors and its affiliates would limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effect on our financial condition, results of operations and cash flows.
The Staffing Agreement provides that Golub Capital LLC makes available to GC Advisors experienced investment professionals and provides access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. We are not a party to the Staffing Agreement and cannot assure you that Golub Capital LLC will fulfill its obligations under the agreement. If Golub Capital LLC fails to perform, we cannot assure you that GC Advisors will enforce the Staffing Agreement, that such agreement will not be terminated by either party or that we will continue to have access to the investment professionals of Golub Capital LLC and its affiliates or their information and deal flow.
Our business model depends to a significant extent upon strong referral relationships with sponsors. Any inability of GC Advisors to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
We depend upon Golub Capital LLC’s relationships with sponsors, and we intend to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If Golub Capital LLC fails to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of Golub Capital LLC have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.
Our financial condition, results of operations and cash flows depend on our ability to manage our business effectively.
Our ability to achieve our investment objective depends on our ability to manage our business and to grow. This depends, in turn, on GC Advisors’ ability to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objectives on a cost-effective basis depends upon GC Advisors’ execution of our investment process, its ability to provide competent, attentive and efficient services to us and, to a lesser extent, our access to financing on acceptable terms. GC Advisors has substantial responsibilities under the Investment Advisory Agreement, as well as responsibilities in connection with the management of other accounts sponsored or managed by GC Advisors, members of GC Advisors’ investment committee or Golub Capital LLC and its affiliates. The personnel of the Administrator and its affiliates may be called upon to provide managerial assistance to our portfolio companies. These activities may distract them or slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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There are significant potential conflicts of interest that could affect our investment returns.
As a result of our arrangements with GC Advisors and its affiliates and GC Advisors’ investment committee, there may be times when GC Advisors or such persons have interests that differ from those of our securityholders, giving rise to a conflict of interest.
Conflicts related to obligations GC Advisors’ investment committee, GC Advisors or its affiliates have to other clients.
The members of GC Advisors’ investment committee serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of accounts sponsored or managed by GC Advisors or its affiliates. Currently, our officers and directors also serve as officers and directors of Golub Capital Investment Corporation, or GCIC, a closed-end, non-diversified management investment company that has also elected to be regulated as a business development company under the 1940 Act. Similarly, GC Advisors or its affiliates currently manage and may have other clients with similar or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of us or our stockholders. For example, Lawrence E. Golub and David B. Golub have management responsibilities for other accounts managed or sponsored by GC Advisors or its affiliates, including GCIC. Our investment objective may overlap with the investment objectives of such affiliated accounts. For example, GC Advisors currently manages GCIC and several private funds that are pursuing an investment strategy similar to ours, some of which may seek additional capital from time to time, and we may compete with these and other accounts sponsored or managed by GC Advisors and its affiliates for capital and investment opportunities. As a result, those individuals may face conflicts in the allocation of investment opportunities among us and other accounts advised by or affiliated with GC Advisors. GC Advisors seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.
GC Advisors’ investment committee, GC Advisors or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion.
Principals of GC Advisors and its affiliates and members of GC Advisors’ investment committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.
Our management and incentive fee structure may create incentives for GC Advisors that are not fully aligned with the interests of our stockholders and may induce GC Advisors to make certain investments, including speculative investments.
In the course of our investing activities, we pay management and incentive fees to GC Advisors. The management fee is based on our average adjusted gross assets and the incentive fee is computed and paid on income, both of which include leverage. As a result, investors in our common stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because these fees are based on our average adjusted gross assets, GC Advisors benefits when we incur debt or use leverage. Under certain circumstances, the use of leverage may increase the likelihood of default on our debt or other leverage, which would disfavor or our securityholders.
Additionally, the incentive fee payable by us to GC Advisors may create an incentive for GC Advisors to cause us to realize capital gains or losses that may not be in the best interests of us or our stockholders. Under the incentive fee structure, GC Advisors benefits when we recognize capital gains and, because GC Advisors determines when an investment is sold, GC Advisors controls the timing of the recognition of such capital gains. Our board of directors is charged with protecting our stockholders’ interests by monitoring how GC Advisors addresses these and other conflicts of interest associated with its management services and compensation.
The part of the management and incentive fees payable to GC Advisors that relates to our net investment income is computed and paid on income that may include interest income that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends, zero coupon securities, and other deferred interest instruments and may create an incentive for GC Advisors to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. This fee structure may be considered to involve a conflict of interest for GC Advisors to the extent that it may encourage GC Advisors to favor debt financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we accrue the interest over the life of the investment but do not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. GC

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Advisors may have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because GC Advisors is not obligated to reimburse us for any fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.
The valuation process for certain of our portfolio holdings creates a conflict of interest.
The majority of our portfolio investments are expected to be made in the form of securities that are not publicly traded. As a result, our board of directors will determine the fair value of these securities in good faith. In connection with that determination, investment professionals from GC Advisors may provide our board of directors with portfolio company valuations based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. In addition, Lawrence E. Golub and David B. Golub have an indirect pecuniary interest in GC Advisors. The participation of GC Advisors’ investment professionals in our valuation process, and the indirect pecuniary interest in GC Advisors by Lawrence E. Golub and David B. Golub, could result in a conflict of interest as GC Advisors’ management fee is based, in part, on our average adjusted gross assets and our incentive fees will be based, in part, on unrealized gains and losses.
Conflicts related to other arrangements with GC Advisors or its affiliates.
We have entered into a license agreement with Golub Capital LLC under which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital”. In addition, we pay to the Administrator our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. These arrangements create conflicts of interest that our board of directors must monitor.
The Investment Advisory Agreement and the Administration Agreement were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party.
The Investment Advisory Agreement and the Administration Agreement were negotiated between related parties. Consequently, their terms, including fees payable to GC Advisors, may not be as favorable to us as if they had been negotiated with an unaffiliated third party. In addition, we may choose not to enforce, or to enforce less vigorously, our rights and remedies under these agreements and the Adviser Revolver because of our desire to maintain our ongoing relationship with GC Advisors, the Administrator and their respective affiliates. Any such decision, however, would breach our fiduciary obligations to our stockholders.
Our ability to enter into transactions with our affiliates will be restricted, which may limit the scope of investments available to us.
We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our independent directors. We consider GC Advisors and its affiliates to be our affiliates for such purposes. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company, without prior approval of our independent directors and, in some cases, the SEC. We are prohibited from buying or selling any security from or to, among others, any person who owns more than 25% of our voting securities or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC.
We may, however, invest alongside GC Advisors’ and its affiliates’ other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may invest alongside such accounts consistent with guidance promulgated by the SEC staff permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that GC Advisors, acting on our behalf and on behalf of its other clients, negotiates no term other than price. We may also invest alongside GC Advisors’ other clients as otherwise permissible under regulatory guidance, applicable regulations and GC Advisors’ allocation policy. Under this allocation policy, if an investment opportunity is appropriate for us and another similar eligible account, the opportunity will be allocated pro rata based on the relative capital available for investment of each of us and such other eligible accounts, subject to minimum and maximum investment size limits. However, we can offer no assurance that investment opportunities will be allocated to us fairly or equitably in the short-term or over time.
In situations in which co-investment with other accounts sponsored or managed by GC Advisors or its affiliates is not permitted or appropriate, such as when, in the absence of exemptive relief described below, we and such other entities may make investments in the same issuer or where the different investments could be expected to result in a conflict between our interests and those of other GC Advisors clients, GC Advisors needs to decide whether we or such other entity or entities will

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proceed with such investments. GC Advisors makes these determinations based on its policies and procedures, which generally require that such investment opportunities be offered to eligible accounts on a basis that is fair and equitable over time, including, for example, through random or rotational methods. Moreover, in certain circumstances, we may be unable to invest in an issuer in which an account sponsored or managed by GC Advisors or its affiliates has previously invested. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. These restrictions may limit the scope of investment opportunities that would otherwise be available to us.
We and GC Advisors have submitted an application for exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if our board of directors determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by GC Advisors or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that co-investments by us and other accounts sponsored or managed by GC Advisors and its affiliates may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our application for exemptive relief seeks an exemptive order that would permit us to invest with accounts sponsored or managed by GC Advisors or its affiliates in the same portfolio companies under circumstances in which such investments would otherwise not be permitted under the 1940 Act. We expect that such exemptive relief permitting co-investments, if granted, would apply only if our independent directors review and approve each co-investment.
We may be the target of litigation.
We may be the target of securities litigation in the future, particularly if the trading price of our common stock fluctuates significantly. We could also generally be subject to litigation, including derivative actions by our stockholders. Any litigation could result in substantial costs and divert management’s attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.
We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.
A number of entities compete with us to make the types of investments that we plan to make. We compete with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some of our competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company or the source of income, asset diversification and distribution requirements we must satisfy to maintain our qualification as a RIC. The competitive pressures we face may have a material adverse effect on our business, financial condition, results of operations and cash flows. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.
With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be lower than the rates we offer. In the secondary market for acquiring existing loans, we compete generally on the basis of pricing terms. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. We may also compete for investment opportunities with accounts managed or sponsored by GC Advisors or its affiliates. Although GC Advisors allocates opportunities in accordance with its allocation policy, allocations to such other accounts will reduce the amount and frequency of opportunities available to us and may not be in the best interests of us and our securityholders. Moreover, the performance of investments will not be known at the time of allocation.
We will be subject to corporate-level income tax if we are unable to qualify as a RIC.
In order to be subject to tax as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute to our stockholders dividends for U.S. federal income tax purposes of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for dividends paid, to our stockholders on an annual basis. We are subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to

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prevent the loss of our qualification as a RIC. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our securityholders. See “Business — Taxation as a RIC.”
We may need to raise additional capital to grow because we must distribute most of our income.
We may need additional capital to fund new investments and grow our portfolio of investments. We intend to access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to maintain our qualification as a RIC. As a result, these earnings are not available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which may have an adverse effect on the value of our securities. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.
We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.
For U.S. federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as the accretion of original issue discount. This may arise if we receive warrants in connection with the making of a loan and in other circumstances, or through contracted PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of contracted PIK arrangements, is included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.
That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible, and GC Advisors will have no obligation to refund any fees it received in respect of such accrued income.
Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the Annual Distribution Requirement. In such a case, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we may fail to qualify as a RIC and thus be subject to corporate-level income tax. See “Business — Taxation as a RIC.”
Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital. As a business development company, the necessity of raising additional capital exposes us to risks, including the typical risks associated with leverage.
We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted as a business development company to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% of gross assets (other than the SBA debentures of an SBIC subsidiary, as permitted by exemptive relief we have been granted by the SEC) less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities (other than the SBA debentures of an SBIC subsidiary, as permitted by exemptive relief we have been granted by the SEC). If the value of our assets declines, we may be unable to satisfy this ratio. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss. As of September 30, 2016, we had $865.2 million of outstanding borrowings, including $215.0 million outstanding under the 2010 Debt Securitization and $246.0 million outstanding under the 2014 Debt Securitization.

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In the absence of an event of default, no person or entity from which we borrow money has a veto right or voting power over our ability to set policy, make investment decisions or adopt investment strategies. If we issue preferred stock, which is another form of leverage, the preferred stock would rank “senior” to common stock in our capital structure, preferred stockholders would have separate voting rights on certain matters and might have other rights, preferences or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive dividends would be senior to those of holders of shares of our common stock. We do not, however, anticipate issuing preferred stock in the next 12 months.
We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our board of directors determines that such sale is in the best interests of us and our stockholders, and if our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease, and you might experience dilution.
We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will depend on GC Advisors’ and our board of directors’ assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. We may issue senior debt securities to banks, insurance companies and other lenders. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. The terms of our existing indebtedness require us to comply with certain financial and operational covenants, and we expect similar covenants in future debt instruments. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our common stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to GC Advisors.
On September 13, 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from this calculation. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 200%. This provides us with increased investment flexibility but also increases our risks related to leverage.

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The following table illustrates the effect of leverage on returns from an investment in our common stock as of September 30, 2016, assuming various annual returns, net of expenses. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.
 
Assumed Return on Our Portfolio (Net of Expenses)
  
-10%
 
-5%
 
0%
 
5%
 
10%
Corresponding return to common stockholder(1)
-22.78%
 
-12.79%
 
-2.80%
 
7.20%
 
17.19%
 
(1) 
Assumes $1,756.5 million in total assets, $865.2 million in debt and secured borrowings outstanding and $878.8 million in net assets as of September 30, 2016 and an effective annual interest rate of 2.84% as of September 30, 2016.
Based on our outstanding indebtedness of $865.2 million as of September 30, 2016 and the effective annual interest rate of 2.84% as of that date, our investment portfolio would have been required to experience an annual return of at least 1.40% to cover annual interest payments on the outstanding debt.
We are subject to risks associated with the 2010 Debt Securitization and the 2014 Debt Securitization.
As a result of the 2010 Debt Securitization and the 2014 Debt Securitization, we are subject to a variety of risks, including those set forth below. We use the term “debt securitization” in this Annual Report on Form 10-K to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical debt securitization, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In each of the 2010 Debt Securitization and the 2014 Debt Securitization, institutional investors purchased the notes issued by the 2010 Issuer and the 2014 Issuer, respectively, in a private placement.
We are subject to certain risks as a result of our indirect interests in the junior notes and membership interests of the 2010 Issuer and our direct interests in the junior notes and membership interests of the 2014 Issuer.
Under the terms of the master loan sale agreement governing the 2010 Debt Securitization, (1) we sold and/or contributed to Holdings all of our ownership interest in our portfolio loans and participations for the purchase price and other consideration set forth in such master loan sale agreement and (2) Holdings, in turn, sold and/or contributed to the 2010 Issuer all of its ownership interest in such portfolio loans and participations for the purchase price and other consideration set forth in such master loan sale agreement. Following these transfers, the 2010 Issuer, and not Holdings or us, held all of the ownership interest in such portfolio loans and participations. As a result of the 2010 Debt Securitization, we held indirectly through Holdings, as of September 30, 2016, the Subordinated 2010 Notes as well as membership interests, which comprise 100% of the equity interests, in the 2010 Issuer and, following the October 20, 2016 refinancing of the Class B 2010 Notes, the Class B-Refi 2010 Notes. Under the terms of the loan sale agreement governing the 2014 Debt Securitization, we sold and/or contributed to the 2014 Issuer all of our ownership interest in our portfolio loans and participations for the purchase price and other consideration set forth in such loan sale agreement. Following this transfer, the 2014 Issuer held all of the ownership interest in such portfolio loans and participations. As a result of the 2014 Debt Securitization and as of September 30, 2016, we held the Class C 2014 Notes as well as all of the membership interests of the 2014 Issuer. As a result, we consolidate the financial statements of Holdings, the 2010 Issuer and the 2014 Issuer, as well as our other subsidiaries, in our consolidated financial statements.
Because each of Holdings, the 2010 Issuer and the 2014 Issuer is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the sale or contribution by us to Holdings and by Holdings to the 2010 Issuer and the sale or contribution by us to the 2014 Issuer did not constitute a taxable event for U.S. federal income tax purposes. If the U.S. Internal Revenue Service were to take a contrary position, there could be a material adverse effect on our business, financial condition, results of operations or cash flows. We may, from time to time, hold asset-backed securities, or the economic equivalent thereof, issued by a securitization vehicle sponsored by another business development company to the extent permitted under the 1940 Act.

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The Class B-Refi 2010 Notes, Subordinated 2010 Notes and membership interests in the 2010 Issuer are subordinated obligations of the 2010 Issuer and the Class C 2014 Notes are subordinated obligations of the 2014 Issuer and we may not receive cash from the 2010 Issuer or the 2014 Issuer.
The Class B-Refi 2010 Notes are subordinated in priority of payment to the Class A-Refi 2010 Notes issued by the 2010 Issuer and are subject to certain payment restrictions set forth in the indenture governing the 2010 Notes. Therefore, Holdings only receives cash distributions on the Class B-Refi 2010 Notes if the 2010 Issuer has made all cash interest payments in respect of the issued Class A-Refi 2010 Notes, and we only receive cash distributions in respect of our indirect ownership of the 2010 Issuer to the extent that Holdings receives any cash distributions in respect of its direct ownership of the 2010 Issuer. Consequently, to the extent that the value of the 2010 Issuer’s portfolio of loan investments has been reduced as a result of conditions in the credit markets, or as a result of defaulted loans or individual fund assets, the value of the Class B-Refi 2010 Notes at their redemption could be reduced. In addition, if the 2010 Issuer does not meet the asset coverage tests or the interest coverage test set forth in the documents governing the 2010 Debt Securitization, cash would be diverted from the Class B-Refi 2010 Notes to first pay the Class A-Refi 2010 Notes in amounts sufficient to cause such tests to be satisfied.
The Subordinated 2010 Notes are the most junior class of notes issued by the 2010 Issuer, are subordinated in priority of payment to every other class of notes issued by the 2010 Issuer and are subject to certain payment restrictions set forth in the indenture governing the 2010 Notes. Therefore, Holdings only receives cash distributions on the Subordinated 2010 Notes if the 2010 Issuer has made all cash interest payments to all other notes it has issued, and we only receive cash distributions in respect of our indirect ownership of the 2010 Issuer to the extent that Holdings receives any cash distributions in respect of its direct ownership of the 2010 Issuer. The Subordinated 2010 Notes are also unsecured and rank behind all of the secured creditors, known or unknown, of the 2010 Issuer, including the holders of the senior notes it has issued. Consequently, to the extent that the value of the 2010 Issuer’s portfolio of loan investments has been reduced as a result of conditions in the credit markets, or as a result of defaulted loans or individual fund assets, the value of the Subordinated 2010 Notes at their redemption could be reduced. In addition, if the 2010 Issuer does not meet the asset coverage tests or the interest coverage test set forth in the documents governing the 2010 Debt Securitization, cash would be diverted from the Subordinated 2010 Notes to first pay the Class A-Refi 2010 Notes and Class B-Refi 2010 Notes in amounts sufficient to cause such tests to be satisfied.
The membership interests in the 2010 Issuer represent all of the equity interest in the 2010 Issuer. As such, the holder of the membership interests is the residual claimant on distributions, if any, made by the 2010 Issuer after holders of all 2010 Notes have been paid in full on each payment date or upon maturity of such notes under the 2010 Debt Securitization documents. Such payments may be made by the 2010 Issuer only to the extent permitted under the 2010 Debt Securitization documents on any payment date or upon payment in full of the notes issued by the 2010 Issuer.
The Class C 2014 Notes are the most junior class of notes issued by the 2014 Issuer, are subordinated in priority of payment to the Class A 2014 Notes and the Class B 2014 Notes and are subject to certain payment restrictions set forth in the indenture governing the 2014 Notes. Therefore, we only receive cash distributions on the Class C 2014 Notes if the 2014 Issuer has made all cash interest payments to all other notes it has issued. Consequently, to the extent that the value of the 2014 Issuer’s portfolio of loan investments has been reduced as a result of conditions in the credit markets, or as a result of defaulted loans or individual fund assets, the value of the Class C 2014 Notes at their redemption could be reduced. If the 2014 Issuer does not meet the asset coverage tests or the interest coverage test set forth in the documents governing the 2014 Debt Securitization, cash would be diverted from the Class C 2014 Notes to first pay the Class A 2014 Notes and Class B 2014 Notes in amounts sufficient to cause such tests to be satisfied.
The 2014 Issuer is the residual claimant on funds, if any, remaining after holders of all classes of 2014 Notes have been paid in full on each payment date or upon maturity of such notes under the 2014 Debt Securitization documents. The membership interests in the 2014 Issuer represent all of the equity interest in the 2014 Issuer, and, as the holder of the membership interests, we may receive distributions, if any, only to the extent that the 2014 Issuer makes distributions out of funds remaining after holders of all classes of 2014 Notes have been paid in full on each payment date any amounts due and owing on such payment date or upon maturity of such 2014 Notes. In the event that we fail to receive cash indirectly from the 2010 Issuer or directly from the 2014 Issuer, we could be unable to make such distributions in amounts sufficient to maintain our status as a RIC, or at all.
The interests of holders of the senior classes of securities issued by the 2010 Issuer and the 2014 Issuer may not be aligned with our interests.
The Class A-Refi 2010 Notes are the debt obligations ranking senior in right of payment to other securities issued by the 2010 Issuer in the 2010 Debt Securitization. As such, there are circumstances in which the interests of holders of the Class A-Refi 2010 Notes may not be aligned with the interests of holders of the other classes of notes issued by, and membership interests of, the 2010 Issuer. For example, under the terms of the Class A-Refi 2010 Notes, holders of the Class A-Refi 2010 Notes have the right to receive payments of principal and interest prior to holders of the Class B-Refi 2010 Notes, the Subordinated 2010 Notes and the membership interests of the 2010 Issuer.

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The Class A 2014 Notes are the debt obligations ranking senior in right of payment to other securities issued by the 2014 Issuer in the 2014 Debt Securitization. As such, there are circumstances in which the interests of holders of the Class A 2014 Notes may not be aligned with the interests of holders of the other classes of notes issued by, and membership interests of, the 2014 Issuer. For example, under the terms of the Class A 2014 Notes, holders of the Class A 2014 Notes have the right to receive payments of principal and interest prior to holders of the Class B 2014 Notes, the Class C 2014 Notes and the 2014 Issuer.
For as long as the Class A-Refi 2010 Notes remain outstanding, holders of the Class A-Refi 2010 Notes comprise the Controlling Class under the 2010 Debt Securitization. If the Class A-Refi 2010 Notes are paid in full, the Class B-Refi 2010 Notes would comprise the Controlling Class under the 2010 Debt Securitization; however, there is no assurance that Holdings will continue to hold the Class B-Refi 2010 Notes, which may be transferred to a third party. For as long as the Class A 2014 Notes remain outstanding, holders of the Class A 2014 Notes comprise the Controlling Class under the 2010 Debt Securitization. If the Class A 2014 Notes are paid in full, the Class B 2014 Notes would comprise the Controlling Class under the 2014 Debt Securitization. Holders of the Controlling Class under the 2010 Debt Securitization and 2014 Debt Securitization have the right to act in certain circumstances with respect to the portfolio loans in ways that may benefit their interests but not the interests of holders of more junior classes of notes and membership interests, including by exercising remedies under the indenture in the 2010 Debt Securitization and the 2014 Debt Securitization, as applicable.
If an event of default has occurred and acceleration occurs in accordance with the terms of the indenture for either the 2010 Debt Securitization or the 2014 Debt Securitization, the Controlling Class of such debt securitization, as the most senior class of notes then outstanding in such debt securitization will be paid in full before any further payment or distribution on the more junior classes of notes and membership interests. In addition, if an event of default under the 2010 Debt Securitization or 2014 Debt Securitization, as applicable, occurs, holders of a majority of the Controlling Class of the applicable debt securitization may be entitled to determine the remedies to be exercised under the applicable indenture, subject to the terms of such indenture. For example, upon the occurrence of an event of default with respect to the notes issued by the 2010 Issuer, the trustee or holders of a majority of the Controlling Class may declare the principal, together with any accrued interest, of all the notes of such class and any junior classes to be immediately due and payable. This would have the effect of accelerating the principal on such notes, triggering a repayment obligation on the part of the 2010 Issuer. If at such time the portfolio loans were not performing well, the 2010 Issuer may not have sufficient proceeds available to enable the trustee under the indenture to repay the obligations of holders of the Class B-Refi 2010 Notes or Subordinated 2010 Notes, or to pay a dividend to holders of the membership interests.
Remedies pursued by the Controlling Class could be adverse to the interests of the holders of the notes that are subordinated to the Controlling Class (which would include the Class B-Refi and Subordinated 2010 Notes to the extent the Class A-Refi 2010 Notes constitute the Controlling Class or the Subordinated 2010 Notes to the extent the Class B-Refi 2010 Notes constitute the Controlling Class and the Class C 2014 Notes to the extent the Class A 2014 Notes or Class B 2014 Notes constitute the Controlling Class,), and the Controlling Class will have no obligation to consider any possible adverse effect on such other interests. Thus, we cannot assure you that any remedies pursued by the Controlling Class will be in the best interests of Holdings or us or that Holdings or we will receive any payments or distributions upon an acceleration of the notes. In a liquidation under the 2010 Debt Securitization, the Subordinated 2010 Notes will be deemed to be paid in full once the Class A-Refi 2010 Notes and Class B-Refi 2010 Notes are paid in full. In addition, under the 2010 Debt Securitization, after the Class A-Refi 2010 Notes are paid in full, Holdings will be the only remaining noteholder and may amend the indenture to, among other things, direct the assignment of any remaining assets to other wholly-owned subsidiaries for a price less than the fair market value of such assets with the difference in price to be considered an equity contribution to such subsidiaries. In a liquidation under the 2014 Debt Securitization, the Class C 2014 Notes will be subordinated to payment of the Class A 2014 Notes and Class B 2014 Notes and may not be paid in full to the extent funds remaining after payment of the Class A 2014 Notes and Class B 2014 Notes are insufficient. In addition, under the 2014 Debt Securitization, after the Class A 2014 Notes and Class B 2014 Notes are paid in full, the holder of the Class C 2014 Notes will be the only remaining noteholder and may amend the applicable indenture to, among other things, direct the assignment of any remaining assets to other wholly-owned subsidiaries for a price less than the fair market value of such assets with the difference in price to be considered an equity contribution to such subsidiaries. Any failure of the 2010 Issuer or the 2014 Issuer to make distributions on the notes we indirectly or directly hold, whether as a result of an event of default, liquidation or otherwise, could have a material adverse effect on our business, financial condition, results of operations and cash flows and may result in an inability of us to make distributions sufficient to maintain our status as a RIC.




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The 2010 Issuer or the 2014 Issuer may fail to meet certain asset coverage tests.
Under the documents governing the 2010 Debt Securitization, there are two asset coverage tests applicable to the Class A-Refi 2010 Notes and Class B-Refi 2010 Notes, and the documents governing the 2014 Debt Securitization provide for the same two asset coverage tests applicable to the Class A 2014 Notes, the Class B 2014 Notes and the Class C 2014 Notes.
The first such test compares the amount of interest received on the portfolio loans held by the 2010 Issuer or the 2014 Issuer, as applicable, to the amount of interest payable in respect of the Class A-Refi 2010 Notes and Class B-Refi 2010 Notes, with respect to the 2010 Issuer and the Class A 2014 Notes, the Class B 2014 Notes and the Class C 2014 Notes, with respect to the 2014 Issuer. To meet this first test, in the case of the 2010 Debt Securitization, interest received on the portfolio loans must equal at least 115% of the interest payable in respect of the notes issued by the 2010 Issuer; and, in the case of the 2014 Debt Securitization, interest received on the portfolio loans must equal at least 120% of the interest payable in respect of the Class A 2014 Notes and Class B 2014 Notes, taken together, and at least 110% of the interest payable in respect of the Class C 2014 Notes.
The second such test compares the principal amount of the portfolio loans of the applicable debt securitization to the aggregate outstanding principal amount of the Class A-Refi 2010 Notes and Class B-Refi 2010 Notes, with respect to the 2010 Debt Securitization, and the Class A 2014 Notes, the Class B 2014 Notes and the Class C 2014 Notes, with respect to the 2014 Debt Securitization. To meet this second test at any time in the case of the 2010 Debt Securitization, the aggregate principal amount of the portfolio loans must equal at least 158% of the outstanding principal amount of the applicable 2010 Notes, taken together. To meet this second test at any time in the case of the 2014 Debt Securitization, the aggregate principal amount of the portfolio loans must equal at least 153.6% of the Class A 2014 Notes and the Class B 2014 Notes, taken together, and 136.1% of the Class C 2014 Notes.
If any asset coverage test with respect to the Class A-Refi 2010 Notes or Class B-Refi 2010 Notes is not met, proceeds from the portfolio of loan investments that otherwise would have been distributed to the holders of the Subordinated 2010 Notes and Holdings will instead be used to redeem first the Class A-Refi 2010 Notes and then the Class B-Refi 2010 Notes, to the extent necessary to satisfy the applicable asset coverage tests on a pro forma basis after giving effect to all payments made in respect of the notes, which we refer to as a mandatory redemption, or to obtain the necessary ratings confirmation. If any asset coverage test with respect to the Class A 2014 Notes, the Class B 2014 Notes or Class C 2014 Notes is not met, proceeds from the portfolio of loan investments that otherwise would have been distributed to the holders of the Class C 2014 Notes and the 2014 Issuer will instead be used to redeem first the Class A 2014 Notes and then the Class B 2014 Notes, to the extent necessary to satisfy the applicable asset coverage tests on a pro forma basis after giving effect to all payments made in respect of the notes, which we refer to as a mandatory redemption, or to obtain the necessary ratings confirmation.
The value of the Class B 2014 Notes could be adversely affected by a mandatory redemption because such redemption could result in the applicable notes being redeemed at par at a time when they are trading in the secondary market at a premium to their stated principal amount and when other investments bearing the same rate of interest may be difficult or expensive to acquire. A mandatory redemption could also result in a shorter investment duration than a holder of such notes may have wanted or anticipated, which could, in turn, result in such a holder incurring breakage costs on related hedging transactions. In addition, the reinvestment period under the 2010 Debt Securitization may extend through as late as July 20, 2018, which could affect the value of the collateral securing the Class B-Refi 2010 Notes, and the reinvestment period under the 2014 Debt Securitization may extend through as late as April 28, 2018, which could affect the value of the collateral securing the Class C 2014 Notes.
We may be required to assume liabilities of the 2010 Issuer and the 2014 Issuer and are indirectly liable for certain representations and warranties in connection with the 2010 Debt Securitization and 2014 Debt Securitization.
As part of the 2010 Debt Securitization, we entered into a master loan sale agreement under which we would be required to repurchase any loan (or participation interest therein) which was sold to the 2010 Issuer in breach of any representation or warranty made by us with respect to such loan on the date such loan was sold. To the extent we fail to satisfy any such repurchase obligation, the trustee of the 2010 Debt Securitization may, on behalf of the 2010 Issuer, bring an action against us to enforce these repurchase obligations.
The structure of the 2010 Debt Securitization is intended to prevent, in the event of our bankruptcy or the bankruptcy of Holdings, the consolidation of the 2010 Issuer with our operations or those of Holdings. The structure of the 2014 Debt Securitization is intended to prevent, in the event of our bankruptcy, the consolidation of the 2014 Issuer with our operations. If the true sale of the assets in the 2010 Debt Securitization or 2014 Debt Securitization, as applicable, were not respected in the event of our insolvency, a trustee or debtor-in-possession might reclaim the assets of the 2010 Issuer and the 2014 Issuer for our estate. However, in doing so, we would become directly liable for all of the indebtedness then outstanding under the 2010 Debt Securitization and the 2014 Debt Securitization, which would equal the full amount of debt of the 2010 Issuer and the 2014 Issuer reflected on our consolidated balance sheet. In addition, we cannot assure you that the recovery in the event we were

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consolidated with the 2010 Issuer or 2014 Issuer for purposes of any bankruptcy proceeding would exceed the amount to which we would otherwise be entitled as an indirect holder of the Subordinated 2010 Notes and the holder of the Class C 2014 Notes had we not been consolidated with the 2010 Issuer and the 2014 Issuer.
In addition, in connection with each of the 2010 Debt Securitization and the 2014 Debt Securitization, we indirectly gave the lenders certain customary representations with respect to the legal structure of the 2010 Issuer and the 2014 Issuer, respectively, and the quality of the assets transferred to each entity. We remain indirectly liable for any breach of such representations for the life of the 2010 Debt Securitization and the 2014 Debt Securitization, respectively.
The 2010 Issuer may issue additional Subordinated 2010 Notes and the 2014 Issuer may issue additional 2014 Notes.
Under the terms of the 2010 Debt Securitization documents, the 2010 Issuer could issue additional Subordinated 2010 Notes and use the net proceeds of such issuance to purchase additional portfolio loans. Any such additional issuance, however, would require the consent of the collateral manager to the 2010 Debt Securitization and the approval of a majority of the Subordinated 2010 Notes. Among the other conditions that must be satisfied in connection with an additional issuance of Subordinated 2010 Notes, the aggregate principal amount of all additional issuances of Subordinated 2010 Notes may not exceed $97 million; the 2010 Issuer must notify each rating agency of such issuance prior to the issuance date; and the terms of the Subordinated 2010 Notes to be issued must be identical to the terms of previously issued Subordinated 2010 Notes (except that all monies due on such additional Subordinated 2010 Notes will accrue from the issue date of such notes and that the prices of such Subordinated 2010 Notes do not have to be identical to those of the initial Subordinated 2010 Notes). We do not expect to cause the 2010 Issuer to issue any additional Subordinated 2010 Notes at this time. We may amend the 2010 Debt Securitization documents from time to time, and without amendment, the 2010 Debt Securitization documents do not provide for additional issuances of Class A-Refi 2010 Notes or Class B-Refi 2010 Notes. The total purchase price for any additional Subordinated 2010 Notes that may be issued may not always equal 100% of the par value of such 2010 Notes, depending on several factors, including fees and closing expenses.
Under the terms of the 2014 Debt Securitization documents, the 2014 Issuer could issue additional 2014 Notes in any class at any time during the reinvestment period on a pro rata basis for each class of notes or, if additional Class A 2014 Notes are not being issued, on a pro rata basis for all classes that are subordinate to the Class A 2014 Notes and use the net proceeds of such issuance to purchase additional portfolio loans or for another permitted use as provided in the 2014 Debt Securitization documents. Any such additional issuance, however, would require the consent of the collateral manager to the 2014 Debt Securitization and either the holders of a majority the Class A 2014 Notes or, in the case of an additional issuance of Class A 2014 Notes, the holders of a supermajority of the Class A 2014 Notes. Among the other conditions that must be satisfied in connection with an additional issuance of 2014 Notes, the aggregate principal amount of all additional issuances of any class of 2014 Notes may not exceed 100% of the outstanding principal amount of such class of 2014 Notes; the 2014 Issuer must notify each rating agency of such issuance prior to the issuance date and such rating agency, if it then rates any class of 2014 Notes, must confirm in writing that no immediate withdrawal or reduction with respect to its then-current rating of any such class of 2014 Notes will occur as a result of such issuance; and the terms of the 2014 Notes to be issued must be identical to the terms of previously issued 2014 Notes of the same class (except that all monies due on such additional 2014 Notes will accrue from the issue date of such notes and that the prices of such 2014 Notes do not have to be identical to those of the initial 2014 Notes). We do not expect to cause the 2014 Issuer to issue any additional 2014 Notes at this time. The total purchase price for any additional 2014 Notes that may be issued may not always equal 100% of the par value of such 2014 Notes, depending on several factors, including fees and closing expenses.
We are subject to risks associated with the Credit Facility.
On July 21, 2011, Funding, our wholly owned subsidiary, entered into the Credit Facility, a senior secured revolving credit facility. As a result of the Credit Facility, we are subject to a variety of risks, including those set forth below.
Our interests in Funding are subordinated and we may not receive cash on our equity interests from Funding.
We own 100% of the equity interests in Funding. We consolidate the financial statements of Funding in our consolidated financial statements and treat the indebtedness of Funding as our leverage. Our interests in Funding are subordinated in priority of payment to every other obligation of Funding and are subject to certain payment restrictions set forth in the Credit Facility. We receive cash distributions on our equity interests in Funding only if Funding has made all required cash interest payments to the lenders and no default exists under the Credit Facility. We cannot assure you that distributions on the assets held by Funding will be sufficient to make any distributions to us or that such distributions will meet our expectations.
We receive cash from Funding only to the extent that we receive distributions on our equity interests in Funding. Funding may make distributions on its equity interests only to the extent permitted by the payment priority provisions of the Credit Facility. The Credit Facility generally provides that payments on such interests may not be made on any payment date unless all amounts owing to the lenders and other secured parties are paid in full. In addition, if Funding does not meet the asset coverage tests or the interest coverage test set forth in the Credit Facility documents, cash would be diverted from us to first pay the

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Lender in amounts sufficient to cause such tests to be satisfied. In the event that we fail to receive cash from Funding, we could be unable to make distributions to our stockholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions.
Our equity interests in Funding rank behind all of the secured and unsecured creditors, known or unknown, of Funding, including the lenders in the Credit Facility. Consequently, to the extent that the value of Funding’s portfolio of loan investments has been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the return on our investment in Funding could be reduced. Accordingly, our investment in Funding may be subject to up to 100% loss.
The ability to sell investments held by Funding is limited.
The Credit Facility places significant restrictions on our ability, as servicer, to sell investments. As a result, there may be times or circumstances during which we are unable to sell investments or take other actions that might be in our best interests.
We are subject to risks associated with our SBIC Funds.
As a result of our SBIC Funds, we are subject to a variety of risks, including those set forth below.
Our interests in the SBIC Funds are subordinated and we may not receive cash on our equity interests from either of the SBIC Funds.
We own 100% of the equity interests in SBIC IV and SBIC V. We consolidate the financial statements of the SBIC Funds in our consolidated financial statements. Our interests in the SBIC Funds are subordinated in priority of payment to the SBA-guaranteed debentures issued by the respective SBIC Fund. We receive cash from SBIC IV and SBIC V only to the extent that we receive distributions on our equity interests in each such SBIC Fund. Our SBIC Funds may be limited by SBA regulations governing SBICs from making certain distributions to us unless we request a waiver of the SBA restrictions. We cannot assure you that the SBA would grant any such waiver. In the event that we fail to receive cash from our SBIC Funds, we could be unable to make distributions to our stockholders in amounts sufficient to maintain our status as a RIC, or at all. We also could be forced to sell investments in portfolio companies at less than their fair value in order to continue making such distributions.
Our SBIC Funds are licensed by the SBA and are subject to SBA regulations which limit the scope of investments available to the SBIC Funds.
Our wholly-owned subsidiaries, SBIC IV and SBIC V, received licenses to operate as SBICs under the Small Business Act of 1958, as amended, or the 1958 Act, and are regulated by the SBA. The SBA places certain limitations on the financing terms of investments by SBICs in portfolio companies and regulates the types of financings and prohibits investing in certain industries. Compliance with SBIC requirements may cause our SBIC Funds to invest at less competitive rates in order to qualify investments under the SBA regulations.
Further, SBA regulations require that a licensed SBIC be periodically examined and audited by the SBA to determine its compliance with the relevant regulations. If our SBIC Funds fail to comply with applicable regulations, the SBA could, depending on the severity of the violation, limit or prohibit their use of debentures, declare outstanding debentures immediately due and payable, and/or limit them from making new investments. In addition, the SBA could revoke or suspend our SBIC Funds’ licenses for willful or repeated violation of, or willful or repeated failure to observe, any provision of the 1958 Act or any rule or regulation promulgated thereunder. These actions by the SBA could have a material adverse effect on our business, financial condition and results of operations.
Our ability to invest in public companies may be limited in certain circumstances.
To maintain our status as a business development company, we are not permitted to acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and investments in distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a common equity market capitalization that is less than $250.0 million at the time of such investment.
We may enter into reverse repurchase agreements, which are another form of leverage.
We may enter into reverse repurchase agreements as part of our management of our temporary investment portfolio. Under a reverse repurchase agreement, we will effectively pledge our assets as collateral to secure a short-term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, we will be required to repay the loan and correspondingly receive back our collateral. While used as collateral, the assets continue to pay principal and interest which are for the benefit of us.

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Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but remain obligated to purchase. In addition, there is a risk that the market value of the securities retained by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying securities being pledged. In addition, due to the interest costs associated with reverse repurchase agreements, our net asset value would decline, and, in some cases, we may be worse off than if we had not used such agreements.
Adverse developments in the credit markets may impair our ability to enter into new debt financing arrangements.
During the economic downturn in the United States that began in mid-2007, many commercial banks and other financial institutions stopped lending or significantly curtailed their lending activity. In addition, in an effort to stem losses and reduce their exposure to segments of the economy deemed to be high risk, some financial institutions limited routine refinancing and loan modification transactions and even reviewed the terms of existing facilities to identify bases for accelerating the maturity of existing lending facilities. To the extent these circumstances arise again in the future, it may be difficult for us to finance the growth of our investments on acceptable economic terms, or at all and one or more of our leverage facilities could be accelerated by the lenders.
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a business development company or be precluded from investing according to our current business strategy.
As a business development company, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. See “Business — Regulation — Qualifying Assets.”
In the future, we believe that most of our investments will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to business development companies. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of such investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations and cash flows.
Failure to qualify as a business development company will decrease our operating flexibility
If we do not maintain our status as a business development company, we would be subject to regulation as a registered closed-end investment company under the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory restrictions under the 1940 Act which would significantly decrease our operating flexibility.
The majority of our portfolio investments are recorded at fair value as determined in good faith by our board of directors and, as a result, there may be uncertainty as to the value of our portfolio investments.
The majority of our portfolio investments take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by our board of directors, including to reflect significant events affecting the value of our securities. As discussed in more detail under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies,” most, if not all, of our investments (other than cash and cash equivalents) are classified as Level 3 under Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurement or ASC Topic 820, as amended. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which may include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.
We have retained the services of several independent service providers to review the valuation of these securities. At least once annually, the valuation for each portfolio investment for which a market quote is not readily available is reviewed by an independent valuation firm. The types of factors that the board of directors may take into account in determining the fair value

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of our investments generally include, as appropriate, comparison to publicly traded securities, including such factors as yield, maturity and measures of credit quality, 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 flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
We adjust quarterly the valuation of our portfolio to reflect our board of directors’ determination of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our consolidated statement of operations as net change in unrealized appreciation or depreciation.
We may experience fluctuations in our quarterly operating results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the number and size of investments we originate or acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. In light of these factors, results for any period should not be relied upon as being indicative of our performance in future periods.
New or modified laws or regulations governing our operations may adversely affect our business.
We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, may change from time to time, and new laws, regulations and interpretations may also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business. In particular the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, impacts many aspects of the financial services industry, and it requires the development and adoption of many implementing regulations over the next several years. The effects of Dodd-Frank on the financial services industry will depend, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches taken in implementing regulations. While the impact of Dodd-Frank on us and our portfolio companies may not be known for an extended period of time, Dodd-Frank, including future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines and criminal penalties.
Additionally, changes to the laws and regulations governing our operations, including those associated with RICs, may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities or result in the imposition of corporate-level taxes on us. Such changes could result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise of GC Advisors to other types of investments in which GC Advisors may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment. If we invest in commodity interests in the future, GC Advisors may determine not to use investment strategies that trigger additional regulation by the U.S. Commodity Futures Trading Commission, or CFTC, or may determine to operate subject to CFTC regulation, if applicable. If we or GC Advisors were to operate subject to CFTC regulation, we may incur additional expenses and would be subject to additional regulation.
In addition, certain regulations applicable to debt securitizations implementing credit risk retention requirements that have taken effect or will take effect in both the U.S. and in Europe may adversely affect certain amendments to or new issuances by the 2010 Debt Securitization or the 2014 Debt Securitization and may adversely affect or prevent us from entering into any future securitization transaction. The impact of these risk retention rules on the loan securitization market are uncertain, and such rules may cause an increase in our cost of funds under or may prevent us from completing any future securitization transactions or certain amendments to or new issuances by our existing debt securitizations. On October 21, 2014, U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, or the U.S. Risk Retention Rules, were issued. The U.S. Risk Retention Rules require the sponsor (directly or through a majority-owned affiliate) of a debt securitization subject to such rules, such as collateralized loan obligations, in the absence of an exemption, to retain an economic interest in the credit risk of the assets being securitized in the form of an eligible horizontal residual interest, an eligible vertical interest, or a combination thereof, in accordance with the requirements of the U.S. Risk Retention Rules. The U.S. Risk Retention Rules become effective December 24, 2016. We currently use the 2010 Debt Securitization and 2014 Debt Securitization as a source of long-term balance sheet financing for portfolios of middle-market loans. Generally, the financing costs associated with debt

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securitizations of this type are significantly more favorable than the financing costs we would incur in connection with a traditional senior secured credit facility. However, it is unclear whether we will be able to use these types of debt securitizations to finance our existing loans or to originate future loans in compliance with the U.S. Risk Retention Rules after December 24, 2016. Given the more attractive financing costs associated with these types of debt securitization as opposed to other types of financing available (such as traditional senior secured facilities), this would, in turn, increase our financing costs. Any associated increase in financing costs would ultimately be borne by our common stockholders.
Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.
Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.
Our board of directors has the authority, except as otherwise provided in the 1940 Act, to modify or waive our investment objective and certain of our operating policies and strategies without prior notice and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company. Under Delaware law, we also cannot be dissolved without prior stockholder approval. We cannot predict the effect any changes to our current investment objective, operating policies and strategies would have on our business, operating results and the price of our common stock. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions.
Provisions of the General Corporation Law of the State of Delaware and our certificate of incorporation and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.
The General Corporation Law of the State of Delaware, or the DGCL, contains provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. Our certificate of incorporation and bylaws contain provisions that limit liability and provide for indemnification of our directors and officers. These provisions and others also may have the effect of deterring hostile takeovers or delaying changes in control or management. We are subject to Section 203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits us from engaging in mergers and other business combinations with stockholders that beneficially own 15% or more of our voting stock, or with their affiliates, unless our directors or stockholders approve the business combination in the prescribed manner. If our board of directors does not approve a business combination, Section 203 of the DGCL may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our certificate of incorporation classifying our board of directors in three classes serving staggered three-year terms, and provisions of our certificate of incorporation authorizing our board of directors to classify or reclassify shares of our preferred stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our certificate of incorporation, without stockholder approval, to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our certificate of incorporation and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our securityholders.
GC Advisors can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
GC Advisors has the right to resign under the Investment Advisory Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If GC Advisors resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our business, financial condition, results of operations and cash flows as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by GC Advisors and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.


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The Administrator can resign on 60 days’ notice, and we may not be able to find a suitable replacement, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
The Administrator has the right to resign under the Administration Agreement at any time upon not less than 60 days’ written notice, whether we have found a replacement or not. If the Administrator resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Administrator. Even if we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition, results of operations and cash flows.
We incur significant costs as a result of being a publicly traded company.
As a publicly traded company, we incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act, as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act and other rules implemented by the SEC.
Our compliance with Section 404 of the Sarbanes-Oxley Act involves significant expenditures, and non-compliance with Section 404 of the Sarbanes-Oxley Act would adversely affect us and the market price of our common stock.
We are required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC. As a result, we incur expenses that may negatively impact our financial performance and our ability to make distributions. This process also results in a diversion of management’s time and attention. We cannot ensure that our evaluation, testing and remediation process is effective or that our internal control over financial reporting will be effective. In the event that we are unable to maintain compliance with Section 404 of the Sarbanes-Oxley Act and related rules, we and the market price of our securities would be adversely affected.
We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends and other distributions.
Our business depends on the communications and information systems of GC Advisors and its affiliates. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could, in turn, have a material adverse effect on our operating results and negatively affect the market price of our securities and our ability to pay dividends and other distributions to our securityholders. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by GC Advisors and third-party service providers.
Risks Relating to Our Investments
Economic recessions or downturns could impair our portfolio companies and defaults by our portfolio companies will harm our operating results.
Many of our portfolio companies are susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing our investments and harm our operating results.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they

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become too involved in the borrower’s business or exercise control over a borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken if we render managerial assistance to the borrower.
Our debt investments may be risky and we could lose all or part of our investments.
The debt that we invest in is typically not initially rated by any rating agency, but we believe that if such investments were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, lower than “BBB-” by Fitch Ratings or lower than “BBB-” by Standard & Poor’s Ratings Services), which under the guidelines established by these entities is an indication of having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Bonds that are rated below investment grade are sometimes referred to as “high yield bonds” or “junk bonds.” Therefore, our investments may result in an above average amount of risk and volatility or loss of principal.
Our investments in leveraged portfolio companies may be risky, and you could lose all or part of your investment.
Investment in leveraged companies involves a number of significant risks. Leveraged companies in which we invest may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold. Such developments may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees that we may have obtained in connection with our investment. Smaller leveraged companies also may have less predictable operating results and may require substantial additional capital to support their operations, finance their expansion or maintain their competitive position.
Our investments in private and middle-market portfolio companies are risky, and you could lose all or part of your investment.
Investment in private and middle-market companies involves a number of significant risks. Generally, little public information exists about these companies, and we rely on the ability of GC Advisors’ investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If GC Advisors is unable to uncover all material information about these companies, it may not make a fully informed investment decision, and we may lose money on our investments. Middle-market companies generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. Middle-market companies may have limited financial resources, may have difficulty accessing the capital markets to meet future capital needs and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of our realizing any guarantees we may have obtained in connection with our investment. In addition, such companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Additionally, middle-market companies are more likely to depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Middle-market companies also may be parties to litigation and may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence. In addition, our executive officers, directors and GC Advisors may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies.
The lack of liquidity in our investments may adversely affect our business.
We may invest all of our assets in illiquid securities, and a substantial portion of our investments in leveraged companies are and will be subject to legal and other restrictions on resale or will otherwise be less liquid than more broadly traded public securities. The illiquidity of these investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. We may also face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, GC Advisors, Golub Capital or any of its affiliates have material nonpublic information regarding such portfolio company.
Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.
As a business development company, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our board of directors. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:
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a comparison of the portfolio company’s securities to publicly traded securities;
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the enterprise value of the portfolio company;
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the nature and realizable value of any collateral;

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the portfolio company’s ability to make payments and its earnings and discounted cash flow;
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the markets in which the portfolio company does business; and
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changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.
When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
The loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when, and if, prepayment may be possible for each portfolio company. In some cases, the prepayment of a loan may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.
Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity, and rising interests rates may make it more difficult for portfolio companies to make periodic payments on their loans.
Our portfolio companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity. This risk and the risk of default is increased to the extent that the loan documents do not require the portfolio companies to pay down the outstanding principal of such debt prior to maturity. In addition, if general interest rates rise, there is a risk that our portfolio companies will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interests rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We have not yet identified the portfolio company investments we will acquire.
While we currently hold a portfolio of investments, we have not yet identified additional potential investments for our portfolio that we will acquire with the proceeds of any offering of securities or repayments of investments currently in our portfolio. Privately negotiated investments in illiquid securities or private middle-market companies require substantial due diligence and structuring, and we cannot assure you that we will achieve our anticipated investment pace. As a result, you will be unable to evaluate any future portfolio company investments prior to purchasing our shares of common stock. Additionally, GC Advisors selects all of our investments, and our stockholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our securities. We anticipate that we will use substantially all of the net proceeds of any offering of our securities within approximately six months following the completion of any offering of our securities, depending on the availability of appropriate investment opportunities consistent with our investment objectives and market conditions. Until such appropriate investment opportunities can be found, we may also invest the net proceeds in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. We expect these temporary investments to earn yields substantially lower than the income that we expect to receive in respect of our targeted investment types. As a result, any distributions we make during this period may be substantially smaller than the distributions that we expect to pay when our portfolio is fully invested.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our asset diversification requirements as a RIC under the Code, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.
Our portfolio may be concentrated in a limited number of portfolio companies and industries, which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.
Our portfolio may be concentrated in a limited number of portfolio companies and industries. As a result, the aggregate returns we realize may be significantly and adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, while we are not targeting any specific industries, our investments may be concentrated in relatively few industries. For example, although we classify the industries of our portfolio companies by end-market (such as healthcare, and business services) and not by the products or services (such as software) directed to those end-markets, many of our portfolio companies principally provide software products or services, which exposes us to

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downturns in that sector. As a result, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize.
We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.
Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity interests and subordinate all or a portion of our claim to that of other creditors. This could occur even though we may have structured our investment as senior debt.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:
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increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;
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exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
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preserve or enhance the value of our investment.
We have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations. Our ability to make follow-on investments may also be limited by GC Advisors’ allocation policy.
Because we generally do not hold controlling equity interests in our portfolio companies, we may not be able to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
To the extent we do not hold controlling equity positions in our portfolio companies, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and that the management and/or stockholders of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.
We have invested a portion of our capital in second lien and subordinated loans issued by our portfolio companies and intend to continue to do so in the future. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we

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invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.
We have made in the past, and may make in the future, unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.
The rights we may have with respect to the collateral securing any junior priority we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:
•
the ability to cause the commencement of enforcement proceedings against the collateral;
•
the ability to control the conduct of such proceedings;
•
the approval of amendments to collateral documents;
•
releases of liens on the collateral; and
•
waivers of past defaults under collateral documents.
We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.
The disposition of our investments may result in contingent liabilities.
A significant portion of our investments involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us.

46

GC Advisors’ liability is limited, and we have agreed to indemnify GC Advisors against certain liabilities, which may lead GC Advisors to act in a riskier manner on our behalf than it would when acting for its own account.
Under the Investment Advisory Agreement and the collateral management agreements for each of the 2010 Debt Securitization and the 2014 Debt Securitization, GC Advisors does not assume any responsibility to us other than to render the services called for under those agreements, and it is not responsible for any action of our board of directors in following or declining to follow GC Advisors’ advice or recommendations. Under the terms of the Investment Advisory Agreement and each of the collateral management agreements, GC Advisors, its officers, members, personnel, and any person controlling or controlled by GC Advisors are not liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement and the collateral management agreements, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of GC Advisors’ duties under the Investment Advisory Agreement and the collateral management agreements. In addition, we have agreed to indemnify GC Advisors and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement and the collateral management agreements, except where attributable to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Investment Advisory Agreement and the collateral management agreements. These protections may lead GC Advisors to act in a riskier manner when acting on our behalf than it would when acting for its own account.
We may be subject to risks under hedging transactions and may become subject to risks if we invest in foreign securities.
As of September 30, 2016, we were invested in two securities of non-U.S. companies. Securities issued by non U.S. companies are not “qualifying assets” under the 1940 Act, and we may invest in non-U.S. companies, including emerging market issuers, to the limited extent such investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle-market companies and accordingly would be complementary to our overall strategy and enhance the diversity of our holdings. Investing in securities of emerging market issuers involves many risks including economic, social, political, financial, tax and security conditions in the emerging market, potential inflationary economic environments, regulation by foreign governments, different accounting standards and political uncertainties. Economic, social, political, financial, tax and security conditions also could negatively affect the value of emerging market companies. These factors could include changes in the emerging market government’s economic and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to the emerging market companies or investments in their securities and the possibility of fluctuations in the rate of exchange between currencies.
We have engaged in and, in the future, may engage in hedging transactions to the limited extent such transactions are permitted under the 1940 Act and applicable commodities laws. Engaging in hedging transactions or investing in foreign securities would entail additional risks to our stockholders. We could, for example, use instruments such as interest rate swaps, caps, collars and floors and, if we were to invest in foreign securities, we could use instruments such as forward contracts or currency options and borrow under a credit facility in currencies selected to minimize our foreign currency exposure. In each such case, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. Use of a hedging transaction could involve counterparty credit risk.
The success of any hedging transaction we may enter into will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into hedging transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to (or be able to) establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Our ability to engage in hedging transactions may also be adversely affected by rules adopted by the CFTC.

47

We may not realize gains from our equity investments.
When we invest in one stop, second lien and subordinated loans, we may acquire warrants or other equity securities of portfolio companies as well. We may also invest in equity securities directly. To the extent we hold equity investments, we will attempt to dispose of them and realize gains upon our disposition of them. However, the equity interests we receive may not appreciate in value and may decline in value. As a result, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
Risks Relating to Our Common Stock
Investing in our common stock may involve an above average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.
Shares of closed-end investment companies, including business development companies, often trade at a discount to their net asset value.
Shares of closed-end investment companies, including business development companies, may trade at a discount from net asset value. This characteristic of closed-end investment companies and business development companies is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade at, above or below net asset value.
There is a risk that investors in our equity securities may not receive distributions or that our distributions may not grow over time and a portion of our distributions may be a return of capital.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this annual report on Form 10-K. Due to the asset coverage test applicable to us under the 1940 Act as a business development company, we may be limited in our ability to make distributions. If we declare a dividend and if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to sell some of our investments in order to make cash dividend payments. To the extent we make distributions to stockholders that include a return of capital, such portion of the distribution essentially constitutes a return of the stockholder’s investment. Although such return of capital may not be taxable, such distributions may increase an investor’s tax liability for capital gains upon the future sale of our common stock. Although such return of capital may not be taxable, such distributions would generally decrease a stockholder’s basis in our common stock and may therefore increase such stockholder’s tax liability for capital gains upon the future sale of such stock. A return of capital distribution may cause a stockholder to recognize a capital gain from the sale of our common stock even if the stockholder sells its shares for less than the original purchase price.
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
•
significant volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of the companies;
•
changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and business development companies;
•
loss of our qualification as a RIC or business development company;
•
changes in market interest rates and decline in the prices of debt,
•
changes in earnings or variations in operating results;
•
changes in the value of our portfolio investments;
•
changes in accounting guidelines governing valuation of our investments;
•
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
•
departure of GC Advisors’ or any of its affiliates’ key personnel;
•
operating performance of companies comparable to us;

48

•
general economic trends and other external factors; and
•
loss of a major funding source.
Our stockholders will experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.
All distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in shares of our common stock. As a result, our stockholders that do not participate in our dividend reinvestment plan will experience dilution in their ownership percentage of our common stock over time.
Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales of substantial amounts of our common stock, or the availability of such common stock for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Properties
We do not own any real estate or other physical properties materially important to our operation. Our headquarters are located at 150 South Wacker Drive, Suite 800, Chicago, IL 60606 and are provided by Golub Capital LLC pursuant to the Administration Agreement. We believe that our office facilities are suitable and adequate to our business.
Item 3. Legal Proceedings
Golub Capital BDC, GC Advisors and Golub Capital LLC are not currently subject to any material legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.

49

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Price Range of Common Stock
Our common stock began trading on April 15, 2010 and is currently traded on The Nasdaq Global Select Market under the symbol “GDBC”. The following table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions per share.
Period
 
NAV(1)
 
Closing Sales Price
 
Premium of
High Sales
Price to
NAV(2)
 
Premium
 (Discount) of
 Low Sales
 Price to
 NAV(2)
 
Dividends and
Distributions
Declared
High
 
Low
 
Fiscal year ended September 30, 2016
 
  

 
  

 
  

 
  

 
  

 
  

Fourth quarter
 
$
15.96

 
$
19.75

 
$
18.18

 
23.7
%
 
13.9
 %
 
$
0.32

Third quarter
 
15.88

 
18.08

 
16.84

 
13.9

 
6.0

 
0.32

Second Quarter
 
15.85

 
17.38

 
15.23

 
9.7

 
(3.9
)
 
0.32

First Quarter
 
15.89

 
17.47

 
16.12

 
9.9

 
1.4

 
0.32

Fiscal year ended September 30, 2015
 
  

 
  

 
  

 
  

 
  

 
  

Fourth quarter
 
$
15.80

 
$
17.13

 
$
15.90

 
8.4
%
 
0.6
 %
 
$
0.32

Third quarter
 
15.74

 
17.90

 
16.56

 
13.7

 
5.2

 
0.32

Second Quarter
 
15.61

 
18.04

 
17.05

 
15.6

 
9.2

 
0.32

First Quarter
 
15.55

 
18.15

 
16.15

 
16.7

 
3.9

 
0.32

 
(1) 
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The NAVs shown are based on outstanding shares at the end of the each period.
(2) 
Calculated as of the respective high or low closing sales price divided by the quarter-end NAV.
The last reported price for our common stock on November 15, 2016 was $17.79 per share. As of November 15, 2016, we had 298 stockholders of record.
Distributions
Our distributions, if any, are determined by the board of directors. We elected to be treated as a RIC under Subchapter M of the Code. In order to be subject to tax as a RIC, we must distribute to our stockholders dividends for U.S. federal income tax purposes each tax year of an amount at least equal to 90% of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses or investment company taxable income, determined without regard to any deduction for dividends paid. In addition, we are subject to ordinary income and capital gain distribution requirements under U.S. federal excise tax rules for each calendar year. If we do not meet the required distributions we will be subject to a 4% nondeductible federal excise tax on the undistributed amount.

50


The following table reflects the cash distributions, including dividends and returns of capital per share that we have declared on our common stock.
Record Dates
 
Payment Date
 
Dividends and
Distributions
Declared
Fiscal year ended September 30, 2016
 
  
 
  

September 5, 2016
 
September 29, 2016
 
$
0.32

June 6, 2016
 
June 29, 2016
 
0.32

March 7, 2016
 
March 30, 2016
 
0.32

December 11, 2015
 
December 29, 2015
 
0.32

Total
 
  
 
$
1.28

Fiscal year ended September 30, 2015
 
  
 
  

September 7, 2015
 
September 29, 2015
 
$
0.32

June 18, 2015
 
June 29, 2015
 
0.32

March 20, 2015
 
March 27, 2015
 
0.32

December 18, 2014
 
December 29, 2014
 
0.32

Total
 
  
 
$
1.28

On November 14, 2016, our board of directors declared a quarterly distribution of $0.32 per share and a special distribution of $0.25 per share both of which are payable on December 29, 2016 to holders of record as of December 12, 2016.
We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders. As a result, if our board of directors authorizes, and we declare, a cash dividend or other distribution, then our stockholders who participate in our dividend reinvestment plan will have their cash distribution reinvested in additional shares of our common stock, rather than receiving the cash distribution.
Stock Performance Graph
This graph compares the stockholder return on our common stock from September 30, 2011 to September 30, 2016 with that of the NASDAQ Financial 100 Stock Index and the Standard & Poor’s 500 Stock Index. This graph assumes that on September 31, 2011, $100 was invested in our common stock, the NASDAQ Financial 100 Stock Index, and the Standard & Poor’s 500 Stock Index. The graph also assumes the reinvestment of all cash distributions prior to any tax effect. The graph and other information furnished under this Part II Item 5 of this annual report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The stock price performance included in the below graph is not necessarily indicative of future stock performance.
stockchart.jpg

51

Item 6. Selected Consolidated Financial Data
The following selected consolidated financial data of Golub Capital BDC as of and for the year ended September 30, 2016, is derived from the consolidated financial statements that have been audited by Ernst & Young LLP, independent registered public accounting firm. The following selected consolidated financial data of Golub Capital BDC as of and for the years ended September 30, 2015, 2014, 2013 and 2012 is derived from the consolidated financial statements that have been audited by RSM US LLP (formerly McGladrey LLP through October 25, 2015), independent registered public accounting firm. The financial data should be read in conjunction with our consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Results of Operations and Financial Condition” included elsewhere in this annual report on Form 10-K.
 
Golub Capital BDC
 
 
As of and for the years ended September 30,
 
  
2016
 
2015
 
2014
 
2013
 
2012
 
  
(In thousands, except per share data)
 
Statement of Operations Data:
  

 
  

 
  

 
  

 
  

 
Total investment income
$
127,871

 
$
119,968

 
$
109,526

 
$
83,774

 
$
57,859

 
Base management fee
22,020

 
20,330

 
17,053

 
11,749

 
8,495

 
Incentive fee
7,266

 
10,226

 
10,128

 
9,844

 
6,228

 
Interest and other debt financing
   expenses
27,724

 
24,510

 
20,227

 
12,427

 
10,781

 
All other expenses
5,881

 
5,905

 
5,583

 
5,359

 
4,479

 
Net investment income
64,980

(1 
) 
58,997


56,535


44,395


27,876

 
Net realized gain (loss) on investments
    and derivative instruments
6,254

 
9,354

 
5,384

 
(1,363
)
 
(3,372
)
 
Net change in unrealized appreciation
   (depreciation) on investments,
    derivative instruments and secured
    borrowings
(2,030
)
 
2,440

 
3,469

 
3,488

 
7,256

 
Net increase/(decrease) in net assets
    resulting from operations
69,204



70,791


65,388


46,520


31,760

 
Per share data:
  

 
  

 
  

 
  

 
  

 
Net asset value
$
15.96

 
$
15.80

 
$
15.55

 
$
15.21

 
$
14.60

 
Net investment income
1.25

(1 
) 
1.20

 
1.26

 
1.29

 
1.15

 
Net realized gain (loss) on investments
  and derivative instruments
0.12

 
0.19

 
0.11

 
(0.04
)
 
(0.14
)
 
Net change in unrealized appreciation
(depreciation) on investments,
derivative instruments and secured
borrowings
(0.04
)
 
0.05

 
0.07

 
0.10

 
0.30

 
Net increase/(decrease) in net assets
resulting from operations
1.33

 
1.44

 
1.44

 
1.35

 
1.31

 
Per share distributions declared
1.28

 
1.28

 
1.28

 
1.28

 
1.28

 
From net investment income
1.04

 
1.18

 
1.28

 
1.15

 
1.24

 
From capital gains
0.24

 
0.10

 
—

 
—

 
—

 
From return of capital
—

 
—

 
—

 
0.13

 
0.04

 
Dollar amount of distributions declared
66,879

 
62,969

 
57,823

 
45,394

 
31,556

 
From net investment income
54,461

 
58,152

 
57,823

 
40,605

 
30,484

 
From capital gains
12,418

 
4,817

 
—

 
—

 
—

 
From return of capital
—

 
—

 
—

 
4,789

 
1,072

 

52

 
Golub Capital BDC
 
 
As of and for the years ended September 30,
 
  
2016
 
2015
 
2014
 
2013
 
2012
 
  
(In thousands, except per share data)
 
Balance Sheet data at period end:
  

 
  

 
  

 
  

 
  

 
Investments, at fair value
$
1,660,612

 
$
1,529,784

 
$
1,347,612

 
$
1,024,645

 
$
672,910

 
Cash, restricted cash and cash
   equivalents
89,540

 
97,484

 
79,943

 
54,717

 
50,927

 
Other assets
6,357

(2) 
6,158

(2) 
6,318

(2) 
4,552

(2) 
4,361

(2) 
Total assets
1,756,509

(2) 
1,633,426

(2) 
1,433,873

(2) 
1,083,914

(2) 
728,198

(2) 
Total debt
865,175

 
813,605

 
697,539

 
420,909

 
352,300

 
Total liabilities
877,684

(2) 
822,556

(2) 
701,134

(2) 
425,678

(2) 
353,069

(2) 
Total net assets
878,825

 
810,870

 
732,739

 
658,236

 
375,129

 
Other data:
  

 
  

 
  

 
  

 
  

 
Weighted average yield on
income producing investments at fair
value(3)
7.6%
 
7.8%
 
8.3%
 
9.1%
 
9.3%
 
Number of portfolio companies at
period end
183
 
164
 
145
 
135
 
121
 
 
(1) 
Net investment income for the year ended September 30, 2016 is shown after a net expense of $333,000 for U.S. federal excise tax.
(2) 
On October 1, 2015, we adopted Accounting Standards Update, or ASU, 2015-03 which requires that debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability rather than as an asset. Adoption of ASU 2015-03 requires the changes to be applied retrospectively.
(3) 
Weighted average yield on income producing investments is computed by dividing (a) income from interest, including subordinated notes in SLF, and fees excluding amortization of capitalized fees and discounts on accruing loans and debt securities by (b) total income producing investments at fair value.

53

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our audited consolidated financial statements and related notes thereto appearing elsewhere in this annual report on Form 10-K.
Forward-Looking Statements
Some of the statements in this annual report on Form 10-K constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties, including statements as to:
•
our future operating results;
•
our business prospects and the prospects of our portfolio companies;
•
the effect of investments that we expect to make and the competition for those investments;
•
our contractual arrangements and relationships with third parties;
•
actual and potential conflicts of interest with GC Advisors and other affiliates of Golub Capital;
•
the dependence of our future success on the general economy and its effect on the industries in which we invest;
•
the ability of our portfolio companies to achieve their objectives;
•
the use of borrowed money to finance a portion of our investments;
•
the adequacy of our financing sources and working capital;
•
the timing of cash flows, if any, from the operations of our portfolio companies;
•
general economic and political trends and other external factors;
•
the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;
•
the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;
•
our ability to qualify and maintain our qualification as a RIC and as a business development company;
•
general price and volume fluctuations in the stock markets;
•
the impact on our business of Dodd-Frank and the rules and regulations issued thereunder; and
•
the effect of changes to tax legislation and our tax position.
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward looking statements contained in this annual report on Form 10-K involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” and elsewhere in this annual report on Form 10-K.
We have based the forward-looking statements included in this report on information available to us on the date of this report. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This annual report on Form 10-K contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
Overview
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under the Code. As a business development company and a RIC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.
Our shares are currently listed on The NASDAQ Global Select Market under the symbol “GBDC”.
Our investment objective is to generate current income and capital appreciation by investing primarily in senior secured and one stop loans of U.S. middle-market companies. We may also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by

54

(1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S middle-market companies with over $18.0 billion in capital under management as of September 30, 2016, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.
Our investment activities are managed by GC Advisors and supervised by our board of directors of which a majority of the members are independent of us, GC Advisors and its affiliates.
Under the Investment Advisory Agreement, which was most recently reapproved by our board of directors in May 2016, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. Under the Administration Agreement, we are provided with certain administrative services by the Administrator, which is currently Golub Capital LLC.
We seek to create a portfolio that includes primarily senior secured and one stop loans by primarily investing approximately $5.0 million to $30.0 million of capital, on average, in the securities of U.S. middle-market companies. We may also selectively invest more than $30.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which may be referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which may increase our risk of losing part or all of our investment.
As of September 30, 2016 and September 30, 2015, our portfolio at fair value was comprised of the following:
 
 
As of September 30, 2016
 
As of September 30, 2015
Investment Type
 
Investments at
 Fair Value
(In thousands)
 
Percentage of
Total
Investments
 
Investments at
 Fair Value
(In thousands)
 
Percentage of
Total
Investments
Senior secured
 
$
162,849

 
9.8
%
 
$
197,329

 
12.9
%
One stop
 
1,304,467

 
78.5

 
1,134,222

 
74.1

Second lien
 
27,909

 
1.7

 
39,774

 
2.6

Subordinated debt
 
1,427

 
0.1

 
1,715

 
0.1

Subordinated notes in SLF(1)
 
77,301

 
4.7

 
76,563

 
5.0

LLC equity interests in SLF(1)
 
26,927

 
1.6

 
22,373

 
1.5

Equity
 
59,732

 
3.6

 
57,808

 
3.8

Total
 
$
1,660,612

 
100.0
%
 
$
1,529,784

 
100.0
%
 
(1) 
Proceeds from the subordinated notes and LLC equity interests invested in SLF were utilized by SLF to invest in senior secured loans.
One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as late stage lending loans. Other targeted characteristics of late stage lending businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we may adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of September 30, 2016 and 2015, one stop loans included $128.4 million and $88.2 million, respectively, of late stage lending loans at fair value.
As of September 30, 2016, 2015 and 2014, we had debt and equity investments in 183, 164 and 145 portfolio companies, respectively, and investments in subordinated notes and LLC equity interests in SLF.

55

The weighted average income yield and weighted average investment income yield of our income producing debt investments, which represented nearly 100% of our debt investments, for the years ended September 30, 2016, 2015 and 2014 was as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Weighted average income yield(1)
7.6%
 
7.8%
 
8.3%
Weighted average investment income yield(2)
8.2%
 
8.4%
 
9.0%
 
(1) 
Represents income from interest, including subordinated notes in SLF, and fees excluding amortization of capitalized fees and discounts divided by the average fair value of earning debt investments.
(2) 
Represents income from interest, including subordinated notes in SLF, fees and amortization of capitalized fees and discounts divided by the average fair value of earning debt investments.
Revenues:  We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. For additional details on revenues, see “Critical Accounting Policies-Revenue Recognition”.
We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments and derivative instruments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Expenses:  Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•
calculating our NAV (including the cost and expenses of any independent valuation firm);
•
fees and expenses incurred by GC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments, which fees and expenses may include, among other items, due diligence reports, appraisal reports, any studies that may be commissioned by GC Advisors and travel and lodging expenses;
•
expenses related to unsuccessful portfolio acquisition efforts;
•
offerings of our common stock and other securities;
•
administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);
•
fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;
•
transfer agent, dividend agent and custodial fees and expenses;
•
U.S. federal and state registration and franchise fees;
•
all costs of registration and listing our shares on any securities exchange;

56

•
U.S. federal, state and local taxes;
•
independent directors’ fees and expenses;
•
costs of preparing and filing reports or other documents required by the SEC or other regulators;
•
costs of any reports, proxy statements or other notices to stockholders, including printing costs;
•
costs associated with individual or group stockholders;
•
costs associated with compliance under the Sarbanes-Oxley Act;
•
our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•
direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
•
proxy voting expenses; and
•
all other expenses incurred by us or the Administrator in connection with administering our business.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
GC Advisors, as collateral manager for the 2010 Issuer, our indirect subsidiary, under a collateral management agreement, or the 2010 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2010 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2010 Collateral Management Agreement, the term “collection period” refers to a quarterly period running from the day after the end of the prior collection period to the fifth business day of the calendar month in which a payment date occurs.
GC Advisors, as collateral manager for the 2014 Issuer, our wholly-owned subsidiary, under a collateral management agreement, or the 2014 Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.25% of the principal balance of the portfolio loans held by the 2014 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2014 Collateral Management Agreement, the term “collection period” refers to a quarterly period running from the day after the end of the prior collection period to the tenth business day prior to the payment date.
Collateral management fees are paid directly by the 2010 Issuer and the 2014 Issuer to GC Advisors and offset against the management fees payable under the Investment Advisory Agreement. In addition, the 2010 Issuer and 2014 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring and subsequent amendments of the 2010 Debt Securitization and the initial structuring of the 2014 Debt Securitization. The 2010 Issuer and 2014 Issuer also agreed to pay ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2010 Debt Securitization and the 2014 Debt Securitization, or, collectively, the Debt Securitizations, as applicable.
We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.
Recent Developments
On November 14, 2016, our board of directors declared a quarterly distribution of $0.32 per share and a special distribution of $0.25 per share both of which are payable on December 29, 2016 to holders of record as of December 12, 2016.
On October 20, 2016, the 2010 Issuer amended the 2010 Debt Securitization to, among other things, (a) refinance the issued Class A 2010 Notes by redeeming in full the $203.0 million of Class A 2010 Notes and issuing new Class A-Refi 2010 Notes in an aggregate principal amount of $205.0 million that bear interest at a rate of three-month LIBOR plus 1.90%, (b) refinance the Class B 2010 Notes by redeeming in full the $12.0 million of Class B 2010 Notes and issuing new Class B-Refi 2010 Notes in an aggregate principal amount of $10.0 million that bear interest at a rate of three-month LIBOR plus 2.40% and (c) extend the reinvestment period applicable to the 2010 Issuer to July 20, 2018. Following the refinancing, Holdings retained the Class B-Refi 2010 Notes, which will be eliminated from the consolidated statements of financial condition in consolidation.
Market Trends
We have identified the following trends that may affect our business:

57

Target Market.  We believe that small and middle-market companies in the United States with annual revenues between $10.0 million and $2.5 billion represent a significant growth segment of the U.S. economy and often require substantial capital investments to grow. Middle-market companies have generated a significant number of investment opportunities for investment funds managed or advised by Golub Capital, and we believe that this market segment will continue to produce significant investment opportunities for us.
Specialized Lending Requirements.  We believe that several factors render many U.S. financial institutions ill-suited to lend to U.S. middle-market companies. For example, based on the experience of our management team, lending to U.S. middle-market companies (1) is generally more labor intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature of information for such companies, (2) requires due diligence and underwriting practices consistent with the demands and economic limitations of the middle-market and (3) may also require more extensive ongoing monitoring by the lender.
Demand for Debt Capital.  We believe there is a large pool of uninvested private equity capital for middle-market companies. We expect private equity firms will seek to leverage their investments by combining equity capital with senior secured loans and subordinated debt from other sources, such as us.
Competition from Bank Lenders.  We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We believe these factors may result in opportunities for alternative funding sources to middle-market companies and therefore more market opportunities for us.
Market Environment:  We believe that as part of the path of economic recovery following the credit crisis, there has been increased competition for new middle-market investments due to some new non-bank finance companies that have entered the market and due to improving financial performance of middle-market companies. However, we believe that our scale and strong market position will continue to allow us to find investment opportunities with attractive risk-adjusted returns.
Consolidated Results of Operations
Consolidated operating results for the years ended September 30, 2016, 2015 and 2014 are as follows:
 
For the years ended September 30,
 
Variances
  
2016
 
2015
 
2014
 
2016 vs. 2015
 
2015 vs. 2014
  
(In thousands)
Interest income
$
106,184

 
$
103,404

 
$
93,225

 
$
2,780

 
$
10,179

Income from accretion of discounts and origination fees
8,662

 
9,002

 
9,158

 
(340
)
 
(156
)
Interest income from subordinated notes of SLF
6,939

 
3,735

 
1,947

 
3,204

 
1,788

Dividend income
4,638

 
1,562

 
1,766

 
3,076

 
(204
)
Fee income
1,448

 
2,265

 
3,430

 
(817
)
 
(1,165
)
Total investment income
127,871


119,968


109,526


7,903


10,442

Total expenses
62,558

 
60,971

 
52,991

 
1,587

 
7,980

Net investment income - before excise tax
65,313


58,997


56,535


6,316


2,462

Excise tax
333

 
—

 
—


333

 
—

Net investment income - after excise tax
64,980

 
58,997

 
56,535

 
5,983

 
2,462

Net realized gain (loss) on investments
6,254

 
9,354

 
5,384

 
(3,100
)
 
3,970

Net change in unrealized appreciation
   (depreciation) on investments, and secured
   borrowings
(2,030
)
 
2,440

 
3,469

 
(4,470
)
 
(1,029
)
Net increase in net assets resulting from operations
$
69,204


$
70,791


$
65,388


$
(1,587
)

$
5,403

Average earning portfolio company
   investments, at fair value
$
1,500,250

 
$
1,404,556

 
$
1,195,099

 
$
95,694

 
$
209,457

Average debt outstanding(1)
$
826,366

 
$
752,567

 
$
587,624

 
$
73,799

 
$
164,943

 

58

(1) 
For the years ended September 30, 2016, 2015 and 2014, we have excluded $0.5 million, $0.4 million and $14.4 million, respectively, of secured borrowings, at fair value, which were the result of participations and partial loan sales that did not meet the definition of a “participating interest”, as defined in the guidance to ASC Topic 860 — Transfers and Servicing, or ASC Topic 860.
Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, annual comparisons of net income may not be meaningful.
Investment Income
Investment income increased from the year ended September 30, 2015 to the year ended September 30, 2016 by $7.9 million primarily as a result of an increase in the average earning investment balance, which is the annual average balance of accruing loans in our investment portfolio, of $95.7 million and an increase in income from our investments in SLF of $6.0 million. These increases were partially offset by a decline in fee income of $0.8 million that was primarily driven by a decrease in prepayment fees. Investment income increased from the year ended September 30, 2014 to the year ended September 30, 2015 by $10.4 million as a result of an increase in the average earning investment balance, of $209.5 million and an increase in interest income from subordinated notes of SLF of $1.8 million. These increases were partially offset by a decline in the weighted average investment income yield of 0.6%, which was driven primarily by interest rate compression on new investments, and a decline in fee income of $1.2 million that was primarily driven by a decrease in prepayment fees.
The income yield by security type for the years ended September 30, 2016, 2015 and 2014 was as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Senior secured
6.3%
 
6.5%
 
7.1%
One stop
7.7%
 
7.9%
 
8.3%
Second lien
9.9%
 
9.5%
 
11.7%
Subordinated debt
5.2%
 
8.1%
 
10.1%
Subordinated notes in SLF(1)
8.4%
 
8.3%
 
7.3%
 
(1) 
SLF’s proceeds from the subordinated notes were utilized by SLF to invest in senior secured loans.
Income yields on senior secured and one stop investments declined for each of the years ended September 30, 2016 and 2015 due to a continued general trend of interest rate compression on new investments. Due to the limited number of second lien and subordinated debt investments in our portfolio, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment. The increase in the annualized income yield on second lien investments was driven by a contractual rate change on one investment representing 34% of the $27.9 million, at fair value, of second lien investments held. As of September 30, 2016, we have three second lien investments and two subordinated debt investments as shown in the Consolidated Schedule of Investments.
Income yield on subordinated notes of SLF for the year ended September 30, 2016 as compared to the year ended September 30, 2015 remained relatively stable. The increase in the income yield on subordinated notes of SLF for the year ended September 30, 2015 as compared to the year ended September 30, 2014 is a result of the subordinated notes accruing interest at the rate of LIBOR plus 8.0% for the full year ended September 30, 2015 as compared to a partial year for the year ended September 30, 2014. In January 2014, the spread on the subordinated notes was increased to LIBOR plus 8.0% from LIBOR plus 4.0% subsequent to the closing of the senior secured revolving credit facility, or the SLF Credit Facility, with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender, entered into by Senior Loan Fund II LLC, a wholly-owned subsidiary of SLF, or SLF II, which, as amended, allows SLF II to borrow up to $300.0 million, subject to leverage and borrowing base restrictions.
For additional details on investment yields and asset mix, refer to the “Liquidity and Capital Resources — Portfolio Composition, Investment Activity and Yield” section below.

59

Expenses
The following table summarizes our expenses:
 
 
For the years ended September 30,
 
Variances
  
 
2016
 
2015
 
2014
 
2016 vs. 2015
 
2015 vs. 2014
  
 
(In thousands)
Interest and other debt financing expenses
 
$
23,540

 
$
20,004

 
$
17,197

 
$
3,536

 
$
2,807

Amortization of debt issuance costs
 
4,184

 
4,506

 
3,030

 
(322
)
 
1,476

Base management fee
 
22,020

 
20,330

 
17,053

 
1,690

 
3,277

Income Incentive Fee
 
6,022

 
7,489

 
10,032

 
(1,467
)
 
(2,543
)
Capital gain incentive fee accrued under GAAP
 
1,244

 
2,737

 
96

 
(1,493
)
 
2,641

Professional fees
 
2,814

 
2,942

 
2,451

 
(128
)
 
491

Administrative service fee
 
2,209

 
2,372

 
2,527

 
(163
)
 
(155
)
General and administrative expenses
 
525

 
591

 
605

 
(66
)
 
(14
)
Total expenses
 
$
62,558

 
$
60,971

 
$
52,991

 
$
1,587

 
$
7,980

Interest and other debt financing expenses increased from the year ended September 30, 2015 to the year ended September 30, 2016 primarily due to an increase in the weighted average of outstanding borrowings from $752.6 million for the year ended September 30, 2015 to $826.4 million for the year ended September 30, 2016. The increase in our debt was primarily driven by an increase in our use of debt under our SBA debentures through our SBICs, which had outstanding balances of $277.0 million outstanding as of September 30, 2016 and $225.0 million as of September 30, 2015. The effective annual average interest rate on our outstanding debt increased slightly to 3.4% for the year ended September 30, 2016 from 3.3% for the year ended September 30, 2015 primarily due to an increase in LIBOR.
Interest and other debt financing expenses increased from the year ended September 30, 2014 to the year ended September 30, 2015 primarily due to an increase in the weighted average of outstanding borrowings from $587.6 million for the year ended September 30, 2014 to $752.6 million for the year ended September 30, 2015. The increase in our debt was driven by an increase in our use of debt under the Credit Facility Funding, a wholly-owned subsidiary of ours, to $127.3 million as of September 30, 2015 from an outstanding balance of $27.4 million as of September 30, 2014 as well as the increase in our use of debt under our SBA debentures through the SBICs; which had outstanding balances of $225.0 million outstanding as of September 30, 2015 and $208.8 million as of September 30, 2014. 
Amortization of debt issuance costs declined modestly from the year ended September 30, 2015 to the year ended September 30, 2016 as initial debt issuance cost associated with 2010 Issuer fully amortized. Amortization of debt issuance costs increased by $1.5 million from the year ended September 30, 2014 to the year ended September 30, 2015 primarily due to a full year of amortization of the additional capitalized debt issuance costs associated with the 2014 Debt Securitization. The increase in amortization of debt issuance costs resulted in an increase in our effective annual average interest rate on our outstanding debt from 3.2% for the year ended September 30, 2014 to 3.3% for the year ended September 30, 2015.
The base management fee increased as a result of a sequential increase in average adjusted gross assets from 2014 to 2016. The administrative service fee decreased from the year ended September 30, 2015 to the year ended September 30, 2016 and from the year ended September 30, 2014 to the year ended September 30, 2015 due to efficiencies gained by the Administrator in servicing a growing portfolio.
The incentive fee payable under the Investment Advisory Agreement consists of two parts: (1) the Income Incentive Fee and (2) the Capital Gain Incentive Fee. The Income Incentive Fee decreased by $1.5 million from the year ended September 30, 2015 to the year ended September 30, 2016 and decreased by $2.5 million from the year ended September 30, 2014 to the year ended September 30, 2015 as the interest rate compression on new investments and the decline of second lien and subordinated debt investments in our portfolio caused a decline in our Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of our net assets. Due to this decline, we were not fully through the "catch-up" provision of the incentive fee calculation. For the year ended September 30, 2016, the Income Incentive Fee expense as a percentage of Pre-Incentive Fee Net Investment Income was 8.3% compared to 10.8% for the year ended September 30, 2015 and 15.0% for the year ended September 30, 2014.
The Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement for each of the years ended September 30, 2016, 2015 and 2014 was $0. However, in accordance with GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered

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in calculating the fee actually payable under the Investment Advisory Agreement. The accrual for capital gain incentive fee under GAAP was $1.2 million, or $0.03 per share, for the year ended September 30, 2016, $2.7 million, or $0.06 per share, for the year ended September 30, 2015 and $96,000, or less than $0.01 per share, for the year ended September 30, 2014. The decrease in accruals for a capital gain incentive fee under GAAP for the year ended September 30, 2016 from the year ended September 30, 2015 was primarily the result of unrealized depreciation of debt and equity investments. The increase in accruals for a capital gain incentive fee under GAAP for the year ended September 30, 2015 from the year ended September 30, 2014 was primarily the result of realized gains on the sale of equity investments and unrealized appreciation of debt and equity investments.
For additional details on the liquidation of equity investments, refer to the “Net Realized and Unrealized Gains and Losses” section below.
The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed by us to the Administrator for the years ended September 30, 2016, 2015 and 2014 were $2.4 million, $1.0 million and $1.4 million, respectively.
As of September 30, 2016 and 2015, included in accounts payable and accrued expenses were $0.6 million and $0.6 million, respectively, for accrued expenses paid on behalf of us by the Administrator.

Excise Tax Expense
We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to to our stockholders at least 90% of investment company taxable income, as defined by the Code, and determined without regard to any deduction for dividends paid for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders that will generally relieve us from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to retain taxable income in excess of current year distributions into the next tax year in an amount less than what would trigger payments of federal income tax under Subchapter M of the Code. We may then be required to pay a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income may exceed estimated current year distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For the year ended September 30, 2016, we recorded a net expense of $333,000 for U.S. federal excise tax. For each of the years ended September 30, 2015 and 2014, we recorded no U.S. federal excise tax expense.
 

61

Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the periods presented:
 
For the years ended September 30,
 
Variances
  
2016
 
2015
 
2014
 
2016 vs. 2015
 
2015 vs. 2014
  
(In thousands)
Net realized gain (loss) on investments
$
6,254

 
$
9,354

 
$
5,384

 
$
(3,100
)
 
$
3,970

Net realized gain (loss)
6,254

 
9,354

 
5,384

 
(3,100
)
 
3,970

Unrealized appreciation on investments
32,943

 
26,469

 
24,748

 
6,474

 
1,721

Unrealized (depreciation) on investments
(31,411
)
 
(23,258
)
 
(21,221
)
 
(8,153
)
 
(2,037
)
Unrealized appreciation on investments in SLF(1)
—

 
—

 
75

 
—

 
(75
)
Unrealized (depreciation) on investments in SLF(1)
(3,562
)
 
(773
)
 
(254
)
 
(2,789
)
 
(519
)
Unrealized appreciation on secured borrowings
—

 
2

 
126

 
(2
)
 
(124
)
Unrealized (depreciation) on secured borrowings
—

 
—

 
(5
)
 
—

 
5

Net change in unrealized appreciation (depreciation) on
   investments, investments in SLF, and secured borrowings
$
(2,030
)
 
$
2,440

 
$
3,469

 
$
(4,470
)
 
$
(1,029
)
 
(1) 
Unrealized appreciation and (depreciation) on investments in SLF include our investments in subordinated notes and LLC equity interests in SLF.
For the year ended September 30, 2016, we had $32.9 million in unrealized appreciation on 143 portfolio company investments, which was partially offset by $31.4 million in unrealized depreciation on 142 portfolio company investments. Unrealized appreciation during the year ended September 30, 2016 resulted from an increase in fair value primarily due to the rise in market prices of portfolio company investments and the reversal of prior period unrealized depreciation associated with the non-accrual portfolio company investments that were sold and written-off. Unrealized depreciation primarily resulted from the amortization of discounts, negative credit related adjustments that caused a reduction in fair value and the reversal of the net unrealized appreciation associated with the sales of portfolio company investments.
For the year ended September 30, 2016, we had $3.6 million in unrealized depreciation on our investment in SLF LLC equity interests. Unrealized depreciation on the SLF LLC equity interests was driven by negative credit related adjustments associated with SLF’s investment portfolio that was primarily driven by one portfolio company investment taken to non-accrual status.
We also had $6.3 million in net realized gains on investments during the year ended September 30, 2016, primarily due to the sale of, or capital gain distributions received from, several equity investments and the sale of debt investments to SLF that were partially offset by the realized loss on the sale of one non-accrual portfolio company investment and the write off of one non-accrual portfolio company investment.
For the year ended September 30, 2015, we had $26.5 million in unrealized appreciation on 130 portfolio company investments, which was partially offset by $23.3 million in unrealized depreciation on 133 portfolio company investments. Unrealized depreciation primarily resulted from the amortization of discounts and negative credit related adjustments that caused a reduction in fair value. Unrealized appreciation during the year ended September 30, 2015 resulted from an increase in fair value primarily due to the rise in market prices and a reversal of prior period unrealized depreciation.
For the year ended September 30, 2015, we had $0.8 million in unrealized depreciation on our investment in SLF LLC equity interests. Unrealized depreciation on the SLF LLC equity interests was driven by negative credit-related adjustments associated with SLF's investment portfolio.
We also had $9.4 million in net realized gains on investments during the year ended September 30, 2015, primarily as a result of the sale of several equity investments which were partially offset by realized losses on two non-accrual portfolio companies.
For the year ended September 30, 2014, we had $24.7 million in unrealized appreciation on 119 portfolio company investments, which was partially offset by $21.2 million in unrealized depreciation on 125 portfolio company investments. Unrealized depreciation primarily resulted from the amortization of discounts and negative credit related adjustments that caused a reduction in fair value. Unrealized appreciation during the year ended September 30, 2014 resulted from an increase in fair value primarily due to the rise in market prices and a reversal of prior period unrealized depreciation.

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For the year ended September 30, 2014, we had $75,000 in unrealized appreciation on our investment in SLF subordinated notes, which was offset by $0.3 million in unrealized depreciation on our investment in SLF LLC equity interests. The unrealized appreciation was the result of the reversal of the prior period unrealized depreciation following the increase in the contractual rate on the subordinate notes to one-month LIBOR plus 8.0% subsequent to the closing of the SLF Credit Facility. Unrealized depreciation on the SLF LLC equity interests was driven by negative credit-related adjustments associated with SLF's investment portfolio as well as the offsetting impact of the pricing on the subordinated notes.
We also had $5.4 million in net realized gains on investments during the year ended September 30, 2014, primarily as a result of the sale of several equity investments which were partially offset by realized losses on the sale of one underperforming portfolio company and the write off of two non-accrual portfolio companies.
Liquidity and Capital Resources
For the year ended September 30, 2016, we experienced a net increase in cash and cash equivalents of $5.5 million. During the period, we used $56.1 million in operating activities, primarily as a result of fundings of portfolio investments of $654.8 million. This was partially offset by proceeds from principal payments and sales of portfolio investments of $538.6 million and net investment income of $65.0 million. During the same period, cash provided by investment activities of $13.4 million was driven by the decrease in restricted cash and cash equivalents. Lastly, cash provided by financing activities was $48.1 million, primarily due to net proceeds of an aggregate of $58.6 million from one equity offering and one private placement and borrowings on debt of $440.7 million, partially offset by repayments of debt of $389.2 million and distributions paid of $59.5 million.
For the year ended September 30, 2015, we experienced a net increase in cash and cash equivalents of $0.3 million. During the period we used $103.3 million in operating activities, primarily as a result of fundings of portfolio investments of $858.1 million. This was partially offset by proceeds from principal payments and sales of portfolio investments of $699.1 million and net investment income of $59.0 million. During the same period, cash used in investment activities of $17.2 million was driven by the increase in restricted cash and cash equivalents. Lastly, cash provided by financing activities was $120.8 million, primarily due to net proceeds of an aggregate of $67.6 million from one equity offering and borrowings on debt of $503.2 million, partially offset by repayments of debt of $387.1 million and distributions paid of $60.0 million.
For the year ended September 30, 2014, we experienced a net decrease in cash and cash equivalents of $11.2 million. During the period we used $255.6 million in operating activities, primarily as a result of fundings of portfolio investments of $878.6 million. This was partially offset by proceeds from principal payments and sales of portfolio investments of $573.2 million and net investment income of $56.5 million. During the same period, cash used in investment activities of $36.4 million was driven by the increase in restricted cash and cash equivalents. Lastly, cash provided by financing activities was $280.8 million, primarily due to net proceeds of an aggregate of $64.2 million from one equity offering and borrowings on debt of $826.0 million, partially offset by repayments of debt of $540.9 million and distributions paid of $55.0 million.
As of September 30, 2016 and 2015, we had cash and cash equivalents of $10.9 million and $5.5 million, respectively. In addition, we had restricted cash and cash equivalents of $78.6 million and $92.0 million as of September 30, 2016 and 2015, respectively. Cash and cash equivalents are available to fund new investments, pay operating expenses and pay distributions. As of September 30, 2016, $53.8 million of our restricted cash and cash equivalents could be used to fund new investments that meet the investment guidelines established in the Debt Securitizations, which are described in further detail in Note 7 to our consolidated financial statements, and for the payment of interest expense on the notes issued in the Debt Securitizations. $12.8 million of such restricted cash and cash equivalents could be used to fund investments that meet the guidelines under the Credit Facility as well as for the payment of interest expense and revolving debt of the Credit Facility. The remaining $12.0 million of restricted cash and cash equivalents could be used to fund new investments that meet the regulatory and investment guidelines established by the SBA for our SBICs, which are described in further detail in Note 7 to our consolidated financial statements, and for interest expense and fees on our outstanding SBA debentures.
As of September 30, 2016, the Credit Facility allowed Funding to borrow up to $200.0 million at any one time outstanding, subject to leverage and borrowing base restrictions. As of September 30, 2016 and 2015, subject to leverage and borrowing base restrictions, we had approximately $73.3 million and $72.7 million, respectively, of remaining commitments and $30.8 million and $40.1 million, respectively, of availability on the Credit Facility. As of September 30, 2016 and 2015, we had $126.7 million and $127.3 million outstanding under the Credit Facility, respectively. On June 22, 2016, we entered into an unsecured revolving credit facility with GC Advisors, the Adviser Revolver, which permitted us to borrow up to $20.0 million at any one time outstanding. As of September 30, 2016, we had no amounts outstanding on the Adviser Revolver which was not in existence as of September 30, 2015.
On October 21, 2015, the Company and Revolver Funding terminated the Revolver with Private Bank. There were no borrowings outstanding on the Revolver at the time of termination and Revolver Funding was released of all obligations under the Revolver, and all liens on the assets held by Revolver Funding collateralizing the Revolver were released. As of

63

September 30, 2015, subject to leverage and borrowing base restrictions, we had approximately $15.0 million of remaining commitments and $2.9 million of availability on the Revolver.
On July 16, 2010, we completed the 2010 Debt Securitization, which was subsequently increased to $350 million. As of September 30, 2016 and 2015, the 2010 Notes, consisted of $203.0 million of Class A 2010 Notes, which bear interest at a rate of three-month LIBOR rate, plus 1.74%, $12.0 million of Class B 2010 Notes, which bear interest at a rate of three-month LIBOR plus 2.40%, and $135.0 million face amount of Subordinated 2010 Notes that do not bear interest. The Class A and Class B 2010 Notes are included in the September 30, 2016 and 2015 consolidated statements of financial condition as our debt. The Subordinated 2010 Notes were eliminated in consolidation as of September 30, 2016 and 2015. As of September 30, 2016 and September 30, 2015, we had outstanding debt under the 2010 Debt Securitization of $215.0 million and $215.0 million, respectively.
On June 25, 2015, the 2010 Issuer amended the 2010 Debt Securitization to, among other things, (a) extend the reinvestment period two years to July 20, 2017, (b) make certain modifications for purposes of compliance with the loan securitization exclusion of the Volcker Rule and (c) modify the computation of the weighted average life test which relates to the loans securing the 2010 Debt Securitization.
On October 20, 2016, the 2010 Issuer amended the 2010 Debt Securitization to, among other things, (a) refinance the issued Class A 2010 Notes by redeeming in full the $203.0 million of Class A 2010 Notes and issuing new Class A-Refi 2010 Notes in an aggregate principal amount of $205.0 million that bear interest at a rate of three-month LIBOR plus 1.90%, (b) refinance the Class B 2010 Notes by redeeming in full the $12.0 million of Class B 2010 Notes and issuing new Class B-Refi 2010 Notes in an aggregate principal amount of $10.0 million that bear interest at a rate of three-month LIBOR plus 2.40%, and (c) extend the reinvestment period applicable to the 2010 Issuer to July 20, 2018. Following the refinancing, Holdings retained the Class B-Refi 2010 Notes, which will be eliminated from the consolidated statements of financial condition in consolidation.
On June 5, 2014, we completed the 2014 Debt Securitization in which the 2014 Issuer issued an aggregate of $402.6 million of notes, or the 2014 Notes, including $191.0 million of Class A-1 2014 Notes, which bear interest at a rate of three-month LIBOR plus 1.75%, $20.0 million of Class A-2 2014 Notes, which bear interest at a rate of three-month LIBOR plus 1.95%, $35.0 million of Class B 2014 Notes, which bear interest at a rate of three-month LIBOR plus 2.50%, $37.5 million of Class C 2014 Notes, which bear interest at a rate of three-month LIBOR plus 3.50%, and $119.1 million of LLC equity interests in the 2014 Issuer that do not bear interest. We retained all of the Class C 2014 Notes and LLC equity interests in the 2014 Issuer totaling $37.5 million and $119.1 million, respectively. The Class A-1, Class A-2 and Class B 2014 Notes are included in the September 30, 2016 and 2015 consolidated statements of financial condition as our debt and the Class C 2014 Notes and LLC equity interests in the 2014 issuer were eliminated in consolidation. As of September 30, 2016 and 2015, we had outstanding debt under the 2014 Debt Securitization of $246.0 million, respectively.
Under present SBIC regulations, the maximum amount of SBA-guaranteed debentures that may be issued by multiple licensees under common management is $350.0 million. The maximum amount that a single SBIC licensee may issue is $150.0 million. On February 11, 2016, the SBA approved the application of GC SBIC V, L.P., or SBIC V, for an additional $75.0 million of debenture commitments bringing SBIC V’s total debenture commitments up to $150.0 million. GC SBIC IV, L.P., or SBIC IV, and SBIC V, our consolidated SBIC subsidiaries, may each borrow up to two times the amount of its regulatory capital, subject to customary regulatory requirements. As of September 30, 2016, SBIC IV and SBIC V had $150.0 million and $127.0 million of outstanding SBA-guaranteed debentures, respectively, that mature between March 2021 and September 2026, leaving incremental borrowing capacity of $23.0 million for SBIC V under present SBIC regulations. As of September 30, 2015, SBIC IV and SBIC V had $150.0 million and $75.0 million of outstanding SBA-guaranteed debentures, respectively.
On March 18, 2014, we priced a public offering of 3,500,000 shares of our common stock at a public offering price of $18.05 per share raising approximately $63.2 million in gross proceeds. On March 21, 2014, the transaction closed, the shares were issued, and proceeds, net of underwriting discounts and commissions but before expenses, of $61.3 million were received. On April 23, 2014, we sold an additional 166,855 shares of our common stock at a public offering price of $18.05 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in March 2014.
In August 2016, our board of directors reapproved a share repurchase program, or the Program, which allows us to repurchase up to $50.0 million of our outstanding common stock on the open market at prices below the NAV per share as reported in our then most recently published consolidated financial statements. The Program may be implemented at the discretion of management. The shares may be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. We did not make any repurchases of our common stock during the years ended September 30, 2016, 2015 and 2014.


64

On April 10, 2015, we priced a public offering of 3,500,000 shares of our common stock at a public offering price of $17.42 per share, raising approximately $60.1 million in gross proceeds. On April 15, 2015, the transaction closed, the shares were issued, and proceeds, net of underwriting discounts and commissions but before expenses, of $59.1 million were received. On May 7, 2015, we sold an additional 502,292 shares of our common stock at a public offering price of $17.42 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in April 2015.
On July 18, 2016, we entered into a securities purchase agreement with a third party institutional investor for the sale of 1,433,486 shares of our common stock at a price per share of $17.44 per share. On July 21, 2016, the transaction closed, the shares were issued and proceeds of $25.0 million were received.
On August 15, 2016, we priced a public offering of 1,750,000 shares of our common stock at a public offering price of $18.35 per share, raising approximately $32.1 million in gross proceeds. On August 19, 2016, the transaction closed, the shares were issued and proceeds, net of underwriting discounts and commissions but before expenses, of $31.1 million were received. On September 19, 2016, we sold an additional 136,970 shares of our common stock at a public offering price of $18.35 per share pursuant to the underwriters’ partial exercise of the option granted in connection with the public offering in August 2016.
In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. On September 13, 2011, we received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from this calculation. As such, our ratio of total consolidated assets to outstanding indebtedness may be less than 200%. This provides us with increased investment flexibility but also increases our risks related to leverage. As of September 30, 2016, our asset coverage for borrowed amounts was 248.8% (excluding the SBA debentures).
As of September 30, 2016 and September 30, 2015, we had outstanding commitments to fund investments, excluding our investments in SLF, totaling $81.4 million and $121.5 million, respectively. These amounts may or may not be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of September 30, 2016 and 2015, respectively, subject to the terms of each loan’s respective credit agreement. As of September 30, 2016, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments, cash and restricted cash balances that we maintain, availability under our Credit Facility and Adviser Revolver, and ongoing principal repayments on debt investments. In addition, we generally hold some syndicated loans in larger portfolio companies that are salable over a relatively short period to generate cash.
Although we expect to fund the growth of our investment portfolio through the net proceeds from future securities offerings and through our dividend reinvestment plan as well as future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our efforts to raise capital will be successful. In addition to capital not being available, it also may not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we may receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.


65

Portfolio Composition, Investment Activity and Yield
As of September 30, 2016 and 2015, we had investments in 183 and 164 portfolio companies, respectively, with a total fair value of $1,556.4 million and $1,430.9 million, respectively, and had investments in subordinated notes and LLC equity interests in SLF with a total fair value of $104.2 million and $98.9 million, respectively. The following table shows the asset mix of our new investment commitments for the years ended September 30, 2016, 2015 and 2014:
 
Years ended September 30,
  
2016
 
2015
 
2014
  
(In thousands)
 
Percentage of
Commitments
 
(In thousands)
 
Percentage of
Commitments
 
(In thousands)
 
Percentage of
Commitments
Senior secured
$
124,392

 
19.0

%
$
225,442

 
24.4
%
 
$
125,564

 
13.0
%
One stop
505,058

 
76.9

 
626,459

 
67.6

 
743,174

 
76.9

Subordinated debt
42

 
—

* 
—

 
—

 
—

 
—

Second lien
—

 
0.0

 
—

 
—

 
39,413

 
4.1

Subordinated notes of SLF(1)
9,620

 
1.5

 
50,974

 
5.5

 
34,658

 
3.6

LLC equity interests of SLF(1)
10,820

 
1.6

 
13,904

 
1.5

 
10,039

 
1.0

Equity securities
6,528

 
1.0

 
9,494

 
1.0

 
13,631

 
1.4

Total new investment commitments
$
656,460

 
100.0

%
$
926,273

 
100.0
%
 
$
966,479

 
100.0
%
 
* Represents an amount less than 0.1%.
(1) 
SLF’s proceeds from the subordinated notes and LLC equity interests were utilized by SLF to invest in senior secured loans. As of September 30, 2016, SLF had investments in senior secured loans to 62 different borrowers.
The following table summarizes portfolio composition and investment activity as of and for the years ended September 30, 2016, 2015 and 2014:
 
As of and for the years ended September 30,
  
2016
 
2015
 
2014
  
(In thousands)
Investments, at fair value
$
1,556,384

 
$
1,430,848

 
$
1,312,781

Number of portfolio companies (at period end)(1)
183

 
164

 
145

Investment in SLF, at fair value(2)
$
104,228

 
$
98,936

 
$
34,831

New investment fundings
$
654,763

 
$
858,147

 
$
878,635

Principal payments and sales of portfolio investments
$
538,609

 
$
699,075

 
$
573,201

 
(1) 
Excludes our investments in SLF.
(2) 
The investment in SLF includes the Company’s investments in both subordinated notes and LLC equity interests in SLF.

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The following table shows the par, amortized cost and fair value of our portfolio of investments by asset class:
 
As of September 30, 2016 (1)
 
As of September 30, 2015 (2)
  
Par
 
Amortized
Cost
 
Fair
Value
 
Par
 
Amortized
Cost
 
Fair
Value
  
(In thousands)
Senior secured:
  

 
  

 
  

 
  

 
  

 
  

Performing
$
163,380

 
$
161,536

 
$
162,693

 
$
199,573

 
$
197,189

 
$
197,329

Non-accrual (2)
1,438

 
1,433

 
156

 
—

 
—

 
—

One stop:
  

 
  

 
  

 
  

 
  

 
  

Performing
1,317,595

 
1,299,211

 
1,303,297

 
1,135,805

 
1,120,576

 
1,127,735

Non-accrual (2)
3,899

 
3,845

 
1,170

 
17,645

 
17,078

 
6,487

Second lien:
  

 
  

 
  

 
  

 
  

 
  

Performing
27,909

 
27,579

 
27,909

 
39,924

 
39,464

 
39,774

Non-accrual (2)
—

 
—

 
—

 
—

 
—

 
—

Subordinated debt:
  

 
  

 
  

 
  

 
  

 
  

Performing
1,750

 
1,750

 
1,427

 
1,707

 
1,707

 
1,715

Non-accrual (2)
—

 
—

 
—

 
—

 
—

 
—

Subordinated notes of SLF (3)
  

 
  

 
  

 
  

 
  

 
  

Performing
77,301

 
77,301

 
77,301

 
76,563

 
76,563

 
76,563

Non-accrual (2)
—

 
—

 
—

 
—

 
—

 
—

LLC equity interests of SLF (3)
N/A

 
31,339

 
26,927

 
N/A

 
23,222

 
22,373

Equity
 N/A

 
46,179

 
59,732

 
 N/A

 
41,515

 
57,808

Total
$
1,593,272


$
1,650,173


$
1,660,612


$
1,471,217


$
1,517,314


$
1,529,784

 
(1) 
Fourteen and nine of our loans included a feature permitting a portion of the interest due on such loan to be PIK interest as of September 30, 2016 and 2015, respectively.
(2) 
We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal and interest or our management has reasonable doubt that principal or interest will be collected. See “— Critical Accounting Policies — Revenue Recognition.”
(3) 
SLF's proceeds from the subordinated notes and LLC equity interest in SLF were utilized by SLF to invest in senior secured loans.
As of September 30, 2016 and 2015, the fair value of our debt investments, including our investment in SLF subordinated notes, as a percentage of the outstanding par value was 98.8% and 98.5%, respectively.
The following table shows the weighted average rate, spread over LIBOR of floating rate, and fees of investments originated and the weighted average rate of sales and payoffs of portfolio companies during the years ended September 30, 2016, 2015 and 2014:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Weighted average rate of new investment fundings(1)
7.2%
 
6.7%
 
7.1%
Weighted average spread over LIBOR of new floating rate investment fundings(1)
6.2%
 
5.7%
 
6.0%
Weighted average rate of new fixed rate investment fundings
10.7%
 
10.8%
 
N/A
Weighted average fees of new investment fundings
1.9%
 
1.5%
 
1.2%
Weighted average rate of sales and payoffs of portfolio investments(2)
7.0%
 
6.8%
 
7.9%
Weighted average income yield (3)
7.6%
 
7.8%
 
8.3%
 

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(1) 
Excludes subordinated note investments in SLF.
(2) 
Excludes exits on investments on non-accrual status.
(3) 
Represents income from interest, including subordinated note investment in SLF, and fees excluding amortization of capitalized fees and discounts divided by the average fair value of earning debt investments.
As of September 30, 2016, 93.3% and 93.6% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of September 30, 2015, 94.2% and 94.1% of our debt portfolio at fair value and at amortized cost, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans.
As of September 30, 2016 and 2015, the portfolio median EBITDA for our portfolio companies (excluding SLF) was $26.0 million and $23.0 million, respectively. The portfolio median EBITDA data is based on the most recently reported trailing twelve month EBITDA received from the portfolio company.
Senior Loan Fund LLC
We co-invest with RGA, in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee consisting of two representatives of each of us and RGA (with unanimous approval required from (i) one representative of each of us and RGA or (ii) both representatives of each of us and RGA). SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business.
SLF is capitalized with subordinated notes and LLC equity interest subscriptions from its members. As of September 30, 2016, we and RGA owned 87.5% and 12.5%, respectively, of both the outstanding subordinated notes and LLC equity interests.
As of September 30, 2016 and 2015, SLF had the following commitments from its members:
 
As of September 30, 2016
 
As of September 30, 2015
  
Committed
 
Funded(1)
 
Committed
 
Funded(1)
  
(Dollars in thousands)
Subordinated note commitments (2)
$
160,000

 
$
88,344

 
$
160,000

 
$
87,500

LLC equity commitments (2)
40,000

 
35,816

 
40,000

 
26,540

Total
$
200,000

 
$
124,160

 
$
200,000

 
$
114,040

 
(1) 
Funded subordinated note commitments are presented net of repayments subject to recall and funded LLC equity commitments are presented net of return of capital distributions subject to recall.
(2) 
Commitments presented are combined for us and RGA.
As of September 30, 2016, the SLF Credit Facility allows SLF II to borrow up to $300.0 million subject to leverage and borrowing base restrictions. The reinvestment period of the SLF Credit Facility ends May 13, 2017, and the stated maturity date is May 13, 2020. As of September 30, 2016 and September 30, 2015, SLF II had outstanding debt under the SLF Credit Facility of $214.1 million and $212.3 million, respectively.
Through the reinvestment period, the SLF Credit Facility bears interest at one-month LIBOR plus a rate between 1.75% and 2.25%, depending on the composition of the collateral asset portfolio, per annum. After the reinvestment period, the rate will reset to one-month LIBOR plus 2.75% per annum for the remaining term of the SLF Credit Facility.
As of September 30, 2016 and 2015, SLF had total assets at fair value of $332.8 million and $323.4 million, respectively. As of September 30, 2016 and 2015, SLF’s portfolio was comprised of first lien senior secured loans to 62 and 62 different borrowers, respectively. As of September 30, 2016 SLF had one portfolio company investment on non-accrual status and the total fair value of non-accrual loans was $6.7 million. As of September 30, 2015, SLF did not have any portfolio company investments on non-accrual status. The portfolio companies in SLF are in industries similar to those in which we may invest directly. Additionally, as of September 30, 2016 and 2015, SLF had commitments to fund various undrawn revolving credit and delayed draw loans to its portfolio companies totaling $24.1 million and $30.8 million, respectively.

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Below is a summary of SLF’s portfolio, followed by a listing of the individual loans in SLF’s portfolio as of September 30, 2016 and 2015:
 
As of September 30,
  
2016
 
2015
  
(Dollars in thousands)
Senior secured loans (1)
$
331,473

 
$
320,583

Weighted average current interest rate on senior secured loans (2)
6.0
%
 
5.8
%
Number of borrowers in SLF
62

 
62

Largest portfolio company investment(1)
$
13,050

 
$
12,734

Total of five largest portfolio company investments(1)
$
61,118

 
$
59,917

 
(1) 
At principal amount.
(2) 
Computed as the (a) annual stated interest rate on accruing senior secured loans, divided by (b) total senior secured loans at principal amount.

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SLF Loan Portfolio as of September 30, 2016
Portfolio Company
 
Business Description
 
Investment
Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
  
 
  
 
  
 
  
 
  
 
(In thousands)
1A Smart Start LLC(3)
 
Home and Office Furnishings, Housewares, and Durable Consumer
 
Senior loan
 
02/2022
 
5.8

% 
 
$
2,116

 
$
2,111

ACTIVE Network, Inc.
 
Electronics
 
Senior loan
 
11/2020
 
5.5

 
 
1,945

 
1,938

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
6,805

 
6,601

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
466

 
452

Advanced Pain Management Holdings, Inc.(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
N/A

(5) 
 
—

 
(35
)
Aimbridge Hospitality, LLC (3)
 
Hotels, Motels, Inns, and Gaming
 
Senior loan
 
10/2018
 
5.8

 
 
5,037

 
5,037

American Seafoods Group LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
08/2021
 
6.0

 
 
4,818

 
4,806

Argon Medical Devices, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2021
 
5.8

 
 
3,895

 
3,895

Arise Virtual Solutions, Inc.(3)
 
Telecommunications
 
Senior loan
 
12/2018
 
7.8

  
 
10,804

 
10,264

Arise Virtual Solutions, Inc.(3)(4)
 
Telecommunications
 
Senior loan
 
12/2018
 
N/A

(5) 
 
—

 
(28
)
Atkins Nutritionals, Inc.(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
01/2019
 
6.3

  
 
5,664

 
5,664

BMC Software, Inc.
 
Electronics
 
Senior loan
 
09/2020
 
5.0

 
 
1,876

 
1,813

Boot Barn, Inc.
 
Retail Stores
 
Senior loan
 
06/2021
 
5.5

  
 
10,667

 
10,667

Brandmuscle, Inc.
 
Printing and Publishing
 
Senior loan
 
12/2021
 
5.8

 
 
4,948

 
4,938

C.B. Fleet Company, Incorporated
 
Personal and Non Durable Consumer Products
 
Senior loan
 
12/2021
 
5.8

 
 
7,613

 
7,613

Checkers Drive-In Restaurants, Inc.
 
Beverage, Food and Tobacco
 
Senior loan
 
01/2022
 
6.5

 
 
4,460

 
4,427

CLP Healthcare Services, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2020
 
6.3

 
 
8,677

 
8,677

CLP Healthcare Services, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2020
 
6.3

 
 
4,373

 
4,373

Community Veterinary Partners, LLC
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
10/2021
 
6.5

 
 
2,466

 
2,454

Community Veterinary Partners, LLC
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
10/2021
 
6.5

 
 
1,240

 
1,234

CPI Buyer, LLC (Cole-Parmer)(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2021
 
5.5

 
 
5,805

 
5,776

Curo Health Services LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2022
 
6.5

 
 
5,910

 
5,928

DentMall MSO, LLC(6)
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
10,147

 
6,088

DentMall MSO, LLC(6)
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
1,000

 
598

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
5.5

 
 
4,568

 
4,431

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
5.5

 
 
255

 
224

EAG, INC. (Evans Analytical Group)
 
Diversified/Conglomerate Service
 
Senior loan
 
07/2017
 
5.0

 
 
2,113

 
2,113

Encore GC Acquisition, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2020
 
6.3

 
 
4,773

 
4,773

Encore GC Acquisition, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2020
 
7.8

 
 
164

 
164

Express Oil Change, LLC(3)
 
Retail Stores
 
Senior loan
 
12/2017
 
6.0

 
 
4,841

 
4,841

Extreme Reach Inc.
 
Broadcasting and Entertainment
 
Senior loan
 
02/2020
 
7.3

 
 
1,976

 
1,998

Federal-Mogul Corporation
 
Automobile
 
Senior loan
 
04/2021
 
4.8

 
 
3,920

 
3,799

Flexan, LLC
 
Chemicals, Plastics and Rubber
 
Senior loan
 
02/2020
 
6.3

 
 
6,090

 
6,090

Harvey Tool Company, LLC(3)
 
Diversified/Conglomerate Manufacturing
 
Senior loan
 
03/2020
 
6.0

 
 
3,108

 
3,108

Jensen Hughes, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2021
 
6.3

 
 
2,342

 
2,342

Jensen Hughes, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2021
 
6.0

 
 
104

 
104

Jensen Hughes, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2021
 
6.2

 
 
65

 
65

Joerns Healthcare, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2020
 
6.0

 
 
9,598

 
9,118

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2018
 
6.5

  
 
6,834

 
6,834

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2018
 
6.5

  
 
1,061

 
1,061

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2018
 
6.5

  
 
596

 
596

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
6.8

 
 
3,781

 
3,781

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
5.3

  
 
179

 
179

Loar Group Inc.
 
Aerospace and Defense
 
Senior loan
 
01/2022
 
5.8

  
 
2,233

 
2,233

Mediaocean LLC(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
08/2022
 
5.8

  
 
3,137

 
3,137

Northwestern Management Services, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2019
 
6.5

  
 
4,288

 
4,224

Northwestern Management Services, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2019
 
6.5

  
 
470

 
463

Northwestern Management Services, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2019
 
7.5

  
 
1

 
1


70

SLF Loan Portfolio as of September 30, 2016 – (continued)
Portfolio Company
 
Business Description
 
Investment
Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
  
 
  
 
  
 
  
 
  
 
(In thousands)
Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.5

% 
 
$
1,998

 
$
1,958

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.7

  
 
180

 
166

Pasternack Enterprises, Inc. and Fairview Microwave, Inc(3)
 
Diversified/Conglomerate Manufacturing
 
Senior loan
 
05/2022
 
6.0

  
 
1,640

 
1,623

Payless ShoeSource, Inc.
 
Retail Stores
 
Senior loan
 
03/2021
 
5.0

  
 
1,955

 
1,163

Pentec Acquisition Sub, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2018
 
6.3

  
 
1,419

 
1,419

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
12/2020
 
5.8

  
 
5,895

 
5,895

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
12/2020
 
5.8

  
 
1,219

 
1,219

PowerPlan Holdings, Inc.(3)
 
Utilities
 
Senior loan
 
02/2022
 
5.8

  
 
11,994

 
11,994

PPT Management, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
04/2020
 
6.0

  
 
13,026

 
13,026

PPT Management, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
04/2020
 
6.0

  
 
10

 
10

Premise Health Holding Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2020
 
5.5

  
 
11,891

 
11,891

Pyramid Healthcare, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
6.8

  
 
8,354

 
8,354

Pyramid Healthcare, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
7.8

  
 
373

 
373

R.G. Barry Corporation
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
09/2019
 
6.0

  
 
5,880

 
5,821

Radiology Partners, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
6.5

  
 
7,072

 
7,001

Radiology Partners, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
6.5

  
 
801

 
792

Radiology Partners, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
6.5

  
 
510

 
505

Radiology Partners, Inc.(3)(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
N/A

(5) 
 
—

 
(6
)
Radiology Partners, Inc.(3)(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
N/A

(5) 
 
—

 
(3
)
Reliant Pro ReHab, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2017
 
6.0

  
 
3,337

 
3,337

RSC Acquisition, Inc.(3)
 
Insurance
 
Senior loan
 
11/2022
 
6.3

  
 
3,732

 
3,732

RSC Acquisition, Inc.(3)
 
Insurance
 
Senior loan
 
11/2022
 
6.3

  
 
172

 
172

RSC Acquisition, Inc.
 
Insurance
 
Senior loan
 
11/2020
 
6.8

  
 
33

 
33

Rubio's Restaurants, Inc.(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
11/2018
 
6.0

  
 
5,044

 
5,044

Rug Doctor LLC
 
Personal and Non Durable Consumer Products
 
Senior loan
 
06/2018
 
6.3

  
 
7,780

 
7,780

Saldon Holdings, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
09/2021
 
5.5

  
 
2,718

 
2,718

Sarnova HC, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2022
 
5.8

  
 
3,722

 
3,722

SEI, Inc.
 
Electronics
 
Senior loan
 
07/2021
 
5.8

 
 
8,711

 
8,711

Self Esteem Brands, LLC(3)
 
Leisure, Amusement, Motion Pictures, Entertainment
 
Senior loan
 
02/2020
 
5.0

 
 
6,342

 
6,342

Severin Acquisition, LLC(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
07/2021
 
5.9

 
 
4,882

 
4,858

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
951

 
932

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
74

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
73

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
73

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
73

Smashburger Finance LLC(4)
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
N/A

(5) 
 
—

 
(2
)
Systems Maintenance Services Holding, Inc.(3)
 
Electronics
 
Senior loan
 
10/2019
 
5.0

 
 
2,396

 
2,396

Tate's Bake Shop, Inc.(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
08/2019
 
6.0

 
 
2,955

 
2,955

Teasdale Quality Foods, Inc.
 
Grocery
 
Senior loan
 
10/2020
 
5.3

 
 
4,582

 
4,566

Transaction Data Systems, Inc.(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
06/2021
 
6.3

 
 
5,260

 
5,260

Transaction Data Systems, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
06/2020
 
5.5

 
 
9

 
8

W3 Co.
 
Oil and Gas
 
Senior loan
 
03/2020
 
5.8

 
 
2,924

 
2,295

Worldwide Express Operations, LLC
 
Cargo Transport
 
Senior loan
 
07/2019
 
6.0

 
 
4,869

 
4,869

Worldwide Express Operations, LLC
 
Cargo Transport
 
Senior loan
 
07/2019
 
6.0

 
 
100

 
100

Young Innovations, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2019
 
5.3

 
 
3,804

 
3,818

Young Innovations, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2018
 
6.8

 
 
122

 
118

Zest Holdings, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2020
 
5.8

 
 
5,282

 
5,282

  
 
 
 
 
 
 
 
 
 
 
$
331,473

 
$
323,510


71

 
(1) 
Represents the weighted average annual current interest rate as of September 30, 2016. All interest rates are payable in cash.
(2) 
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors’ valuation process described elsewhere herein.
(3) 
We also hold a portion of the first lien senior secured loan in this portfolio company.
(4) 
The negative fair value is the result of the unfunded commitment being valued below par.
(5) 
The entire commitment was unfunded at September 30, 2016. As such, no interest is being earned on this investment.
(6) 
Loan was on non-accrual status as of September 30, 2016, meaning that SLF has ceased recognizing interest income on the loan.


72

SLF Loan Portfolio as of September 30, 2015
Portfolio Company
 
Business Description
 
Investment
Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
  
 
  
 
  
 
  
 
  
 
(In thousands)
1011778 B.C. ULC (New Red Finance/Burger King)
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2021
 
3.8

% 
 
$
2,271

 
$
2,264

5.11, Inc.(3)
 
Textiles and Leather
 
Senior loan
 
02/2020
 
6.0

 
 
3,162

 
3,172

Acosta, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
09/2021
 
4.3

 
 
2,978

 
2,938

ACTIVE Network, Inc.
 
Electronics
 
Senior loan
 
11/2020
 
5.5

 
 
1,965

 
1,951

Aderant North America, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2018
 
5.3

 
 
4,195

 
4,195

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
6,946

 
6,807

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
475

 
460

Advanced Pain Management Holdings, Inc.(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
N/A

(5) 
 
—

 
(23
)
Affordable Care Inc.
 
Personal, Food and Miscellaneous
Services
 
Senior loan
 
12/2018
 
5.5

 
 
3,976

 
3,976

Aimbridge Hospitality, LLC
 
Hotels, Motels, Inns, and Gaming
 
Senior loan
 
10/2018
 
5.8

 
 
5,204

 
5,204

ARG IH Corporation
 
Beverage, Food and Tobacco
 
Senior loan
 
11/2020
 
4.8

 
 
4,370

 
4,385

Arise Virtual Solutions, Inc.(3)(4)
 
Telecommunications
 
Senior loan
 
12/2018
 
N/A

(5) 
 
—

 
(23
)
Arise Virtual Solutions, Inc.(3)
 
Telecommunications
 
Senior loan
 
12/2018
 
6.8

 
 
11,729

 
11,494

Atkins Nutritionals, Inc(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
01/2019
 
6.3

 
 
5,872

 
5,879

Atrium Innovations
 
Personal and Non Durable Consumer Products
 
Senior loan
 
02/2021
 
4.3

 
 
3,520

 
3,336

BJ’s Wholesale Club, Inc.
 
Retail Stores
 
Senior loan
 
09/2019
 
4.5

 
 
2,957

 
2,934

BMC Software, Inc.
 
Electronics
 
Senior loan
 
09/2020
 
5.0

 
 
1,895

 
1,729

Brickman Group Ltd. LLC
 
Farming and Agriculture
 
Senior loan
 
12/2020
 
4.0

 
 
1,980

 
1,954

C.B. Fleet Company, Incorporated
 
Personal and Non Durable Consumer Products
 
Senior loan
 
10/2020
 
5.4

 
 
5,630

 
5,630

C.B. Fleet Company, Incorporated
 
Personal and Non Durable Consumer Products
 
Senior loan
 
10/2020
 
5.4

 
 
696

 
696

CLP Healthcare Services, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2020
 
5.8

 
 
4,417

 
4,401

Connect Merger Sub, Inc.
 
Telecommunications
 
Senior loan
 
04/2020
 
4.8

 
 
3,935

 
3,820

CPI Buyer, LLC (Cole-Parmer)(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2021
 
5.5

 
 
5,955

 
5,925

Curo Health Services LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2022
 
6.5

 
 
5,970

 
5,990

DentMall MSO, LLC
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
10,251

 
10,046

DentMall MSO, LLC
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
1,000

 
946

Dialysis Newco, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
04/2021
 
4.5

 
 
2,469

 
2,470

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
5.5

 
 
4,614

 
4,384

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
6.8

 
 
96

 
43

EAG, INC. (Evans Analytical Group)
 
Diversified/Conglomerate Service
 
Senior loan
 
07/2017
 
5.0

 
 
2,245

 
2,245

Extreme Reach Inc.
 
Broadcasting and Entertainment
 
Senior loan
 
01/2020
 
6.8

 
 
5,612

 
5,591

Federal-Mogul Corporation
 
Automobile
 
Senior loan
 
04/2021
 
4.8

 
 
3,960

 
3,769

GSDM Holdings Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2019
 
5.3

 
 
1,782

 
1,782

Hygenic Corporation, The(3)
 
Personal and Non Durable Consumer Products
 
Senior loan
 
10/2020
 
6.0

 
 
4,515

 
4,515

Integrated Supply Network, LLC(3)
 
Automobile
 
Senior loan
 
02/2020
 
6.3

 
 
12,000

 
12,000

Integrated Supply Network, LLC(3)
 
Automobile
 
Senior loan
 
02/2020
 
6.9

 
 
734

 
734

Joerns Healthcare, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2020
 
6.2

 
 
9,696

 
9,647

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
09/2017
 
6.5

 
 
6,906

 
6,906

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
09/2017
 
6.5

 
 
254

 
254

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
5.3

 
 
3,865

 
3,749

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
5.3

 
 
183

 
177

K&N Engineering, Inc.(3)(4)
 
Automobile
 
Senior loan
 
07/2019
 
N/A

(5) 
 
—

 
(6
)
Mister Car Wash Holdings, Inc.
 
Automobile
 
Senior loan
 
08/2021
 
5.0

 
 
2,970

 
2,971

National Veterinary Associates, Inc.
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
08/2021
 
4.8

 
 
990

 
991

Netsmart Technologies, Inc.(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
02/2019
 
6.3

 
 
10,448

 
10,448

Netsmart Technologies, Inc.(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
02/2019
 
7.5

 
 
231

 
231

Northwestern Management Services, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2017
 
6.3

 
 
3,912

 
3,912

Northwestern Management Services, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2017
 
7.0

 
 
147

 
147

Northwestern Management Services, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2017
 
6.3

 
 
47

 
47


73

SLF Loan Portfolio as of September 30, 2015 – (continued)
Portfolio Company
 
Business Description
 
Investment
Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
  
 
  
 
  
 
  
 
  
 
(In thousands)
Octane Fitness, LLC
 
Leisure, Amusement, Motion Pictures,
Entertainment
 
Senior loan
 
10/2018
 
6.5

% 
 
$
7,718

 
$
7,718

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.8

 
 
2,037

 
2,037

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.9

 
 
292

 
292

Pasternack Enterprises, Inc.
 
Diversified/Conglomerate Manufacturing
 
Senior loan
 
12/2017
 
6.3

 
 
1,044

 
1,044

Payless ShoeSource, Inc.
 
Retail Stores
 
Senior loan
 
03/2021
 
5.0

 
 
1,975

 
1,580

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
12/2020
 
5.5

 
 
5,955

 
5,955

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
12/2020
 
5.5

 
 
646

 
646

PowerPlan Holdings, Inc.(3)
 
Utilities
 
Senior loan
 
02/2022
 
6.3

 
 
12,000

 
12,000

Premise Health Holding Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2020
 
5.5

 
 
11,921

 
11,921

Premise Health Holding Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2020
 
5.5

 
 
283

 
283

R.G. Barry Corporation
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
09/2019
 
6.0

 
 
6,272

 
6,209

Reliant Pro ReHab, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2017
 
6.0

 
 
4,225

 
4,225

Renaissance Pharma (U.S.)
Holdings Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2018
 
5.0

 
 
3,758

 
3,758

Renaissance Pharma (U.S.)
Holdings Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2018
 
6.3

 
 
71

 
71

Rubio’s Restaurants, Inc(3)
 
Retail Stores
 
Senior loan
 
11/2018
 
6.0

 
 
5,095

 
5,095

Rug Doctor LLC(3)
 
Personal and Non Durable Consumer Products
 
Senior loan
 
12/2016
 
6.3

 
 
9,769

 
9,769

Scientific Games International, Inc.
 
Hotels, Motels, Inns, and Gaming
 
Senior loan
 
10/2020
 
6.0

 
 
3,935

 
3,891

SEI, Inc.
 
Electronics
 
Senior loan
 
07/2021
 
5.8

 
 
8,799

 
8,711

Self Esteem Brands, LLC(3)
 
Leisure, Amusement, Motion Pictures,
Entertainment
 
Senior loan
 
02/2020
 
5.0

 
 
7,930

 
7,930

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.3

 
 
960

 
960

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.3

 
 
75

 
75

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.3

 
 
75

 
75

Spear Education, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
6.0

 
 
5,960

 
5,960

Spear Education, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
6.0

 
 
500

 
500

Syncsort Incorporated(3)
 
Electronics
 
Senior loan
 
03/2019
 
5.8

 
 
8,860

 
8,860

Systems Maintenance Services Holding, Inc.(3)
 
Electronics
 
Senior loan
 
10/2019
 
5.0

 
 
2,415

 
2,415

Take 5 Oil Change, L.L.C.
 
Automobile
 
Senior loan
 
07/2018
 
6.3

 
 
6,647

 
6,647

Take 5 Oil Change, L.L.C.
 
Automobile
 
Senior loan
 
07/2018
 
6.3

 
 
187

 
187

Tate’s Bake Shop, Inc.
 
Beverage, Food and Tobacco
 
Senior loan
 
08/2019
 
5.8

 
 
2,978

 
2,978

Teasdale Quality Foods, Inc.
 
Grocery
 
Senior loan
 
10/2020
 
5.3

 
 
4,651

 
4,651

Transaction Data Systems, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
06/2021
 
5.5

 
 
4,545

 
4,545

W3 Co.
 
Oil and Gas
 
Senior loan
 
03/2020
 
5.8

 
 
2,954

 
2,516

WII Components, Inc.(3)
 
Home and Office Furnishings,
Housewares, and Durable Consumer
 
Senior loan
 
07/2018
 
5.3

 
 
3,008

 
3,008

Young Innovations, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2019
 
5.3

 
 
4,018

 
4,018

  
 
 
 
 
 
 
 
 
 
 
$
320,583

 
$
317,623

 
(1) 
Represents the weighted average annual current interest rate as of September 30, 2015. All interest rates are payable in cash.
(2) 
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in our board of directors’ valuation process described elsewhere herein.
(3) 
We also hold a portion of the senior loan in this portfolio company.
(4) 
The negative fair value is the result of the unfunded commitment being valued below par.
(5) 
The entire commitment was unfunded at September 30, 2015. As such, no interest is being earned on this investment.

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We have committed to fund $140.0 million of subordinated notes and $35.0 million of LLC equity interest subscriptions to SLF. The amortized cost, net of principal repayments that are subject to recall, and fair value of the subordinated notes in SLF held by us was $77.3 million and $77.3 million, respectively, as of September 30, 2016, and $76.6 million and $76.6 million, respectively, as of September 30, 2015. As of September 30, 2016, the subordinated notes pay a weighted average interest rate of three-month LIBOR plus 8.0%. For the years ended September 30, 2016 and 2015, we earned interest income of $6.9 million and $3.7 million, respectively, on the subordinated notes. As of September 30, 2016 and 2015, $23.2 million and $9.3 million, respectively, of our LLC equity interest subscriptions had been called and contributed, net of return of capital distributions subject to recall. For the years ended September 30, 2016 and 2015, we received $4.1 million and $1.4 million, respectively, in dividend income from the LLC equity interests.
For the years ended September 30, 2016 and 2015, we earned a total return on our weighted average capital invested in SLF of 6.6% and 7.1%, respectively. The total return on weighted average capital invested is calculated by dividing total income earned on our investments in SLF subordinated notes and LLC equity interests by the combined daily average of our investments in (1) the principal of the SLF subordinated notes and (2) the NAV of the SLF LLC equity interests.
Below is certain summarized financial information for SLF as of and for the years ended September 30, 2016 and 2015:
 
As of September 30,
  
2016
 
2015
  
(In thousands)
Selected Balance Sheet Information, at fair value
  

 
  

Investments, at fair value
$
323,510

 
$
317,623

Cash and other assets (1)
7,281

 
5,772

Receivable from investments sold
1,995

 
—

Total assets (1)
$
332,786

 
$
323,395

Senior credit facility
$
214,050

 
$
212,300

Unamortized debt issuance costs (1)
(949
)
 
(2,464
)
Other liabilities
567

 
489

Total liabilities (1)
213,668

 
210,325

Subordinated notes and members’ equity
119,118

 
113,070

Total liabilities and members' equity (1)
$
332,786

 
$
323,395

 
Years ended September 30,
  
2016
 
2015
  
(In thousands)
Selected Statement of Operations Information:
  

 
  

Interest income
$
22,016

 
$
10,906

Fee income
84

 
4

Total investment income
22,100


10,910

Interest expense
15,715

 
7,701

Administrative service fee
457

 
249

Other expenses
151

 
103

Total expenses
16,323


8,053

Net investment income
5,777

 
2,857

Net realized gains (losses) on investments
(479
)
 
9

Net change in unrealized appreciation (depreciation)
       on investments, subordinated notes and secured borrowings
(4,685
)
 
(2,206
)
Net increase (decrease) in net assets
$
613


$
660


(1) 
On October 1, 2015, SLF adopted ASU 2015-03 which requires that debt issuance costs related to recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability rather than as an asset. Adoption of ASU 2015-03 requires the changes to be applied retrospectively.

75


SLF has elected to fair value the subordinated notes issued to us and RGA under ASC Topic 825 —  Financial Instruments, or ASC Topic 825. The subordinated notes are valued by calculating the net present value of the future expected cash flow streams using an appropriate risk-adjusted discount rate model. For the year ended September 30, 2016, SLF did not recognize any unrealized depreciation or unrealized appreciation on the subordinated notes. For the year ended September 30, 2015, SLF recognized $0.1 million in unrealized appreciation on the subordinated notes. The following table presents the difference between fair value and the aggregate contractual principal amounts of subordinated notes for which the fair value option has been elected as of September 30, 2016 and 2015:
 
As of September 30, 2016
 
As of September 30, 2015
  
(In thousands)
 
(In thousands)
  
Par Value
 
Carrying
Value
 
Fair Value
 
Par Value
 
Carrying
Value
 
Fair Value
Subordinated notes
$
88,344

 
$
88,344

 
$
88,344

 
$
87,500

 
$
87,500

 
$
87,500

Contractual Obligations and Off-Balance Sheet Arrangements
A summary of our significant contractual payment obligations as of September 30, 2016 is as follows:
 
Payments Due by Period (In millions)
  
Total
 
Less Than
1 Year
 
1 – 3 Years
 
3 – 5 Years
 
More Than
5 Years
2010 Debt Securitization
$
215.0

 
$
—

 
$
—

 
$
—

 
$
215.0

2014 Debt Securitization
246.0

 
—

 
—

 
—

 
246.0

SBA debentures
277.0

 
—

 
—

 
55.3

 
221.7

Credit Facility
126.7

 
—

 
—

 
126.7

 
—

Adviser Revolver
—

 
—

 
—

 
—

 
—

Unfunded commitments (1)
81.4

 
81.4

 
—

 
—

 
—

Total contractual obligations (2)
$
946.1

 
$
81.4


$
—


$
182.0


$
682.7

 
(1) 
Unfunded commitments represent all amounts unfunded commitments to fund investments, excluding our investments in SLF, as of September 30, 2016. These amounts may or may not be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but we are showing this amount in the less than one year category as this entire amount was eligible for funding to the borrowers as of September 30, 2016, subject to the terms of each loan’s respective credit agreement.
(2) 
Total contractual obligations exclude $0.5 million of secured borrowings.
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of September 30, 2016 and 2015, we had outstanding commitments to fund investments totaling $81.4 million and $121.5 million, respectively. We have commitments of up to $66.4 million and $75.2 million to SLF as of September 30, 2016 and 2015, respectively, that may be contributed primarily for the purpose of funding new investments approved by the SLF investment committee.
We have certain contracts under which we have material future commitments. We have entered into the Investment Advisory Agreement with GC Advisors in accordance with the 1940 Act. Under the Investment Advisory Agreement, GC Advisors provides us with investment advisory and management services. For these services, we pay (1) a management fee equal to a percentage of the average adjusted value of our gross assets and (2) an incentive fee based on our performance. To the extent that GC Advisors or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of ours, we reduce the base management fee by an amount equal to the product of (1) the total fees paid to GC Advisors by such subsidiary for such services and (2) the percentage of such subsidiary’s total equity that is owned, directly or indirectly, by us.
Under the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for the allocable portion (subject to the review and approval of our board of directors) of 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 our allocable portion of the cost of our chief

76

financial officer and chief compliance officer and their respective staffs. The Administrator also provides on our behalf managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.
If any of the contractual obligations discussed above are terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we receive under our Investment Advisory Agreement and our Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.
Distributions
We intend to make quarterly distributions to our stockholders as determined by our board of directors. For additional details on distributions, see “Income taxes” in Note 2 to our consolidated financial statements.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a business development company under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification may result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
To the extent our taxable earnings fall below the total amount of our distributions for any tax year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a dividend payment carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
•
We entered into the Investment Advisory Agreement with GC Advisors. Mr. Lawrence Golub, our chairman, is a manager of GC Advisors, and Mr. David Golub, our chief executive officer, is a manager of GC Advisors, and each of Messrs. Lawrence Golub and David Golub owns an indirect pecuniary interest in GC Advisors.
•
Golub Capital LLC provides, and other affiliates of Golub Capital have historically provided, us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.
•
We have entered into a license agreement with Golub Capital LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.”
•
Under the Staffing Agreement, Golub Capital LLC has agreed to provide GC Advisors with the resources necessary to fulfill its obligations under the Investment Advisory Agreement. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee will serve in such capacity. Services under the Staffing Agreement are provided on a direct cost reimbursement basis. We are not a party to the Staffing Agreement.
•
GC Advisors serves as collateral manager to the 2010 Issuer and the 2014 Issuer under collateral management agreements and receives a fee for providing these services that is offset against the base management fee payable by us under the Investment Advisory Agreement.
•
We have entered into the Adviser Revolver with GC Advisors

77

•
In our common stock offering that closed on April 15, 2015, Mr. William M. Webster IV purchased 5,000 shares at the public offering price per share. In addition, in the offering that closed on August 15, 2016, Mr. John T. Baily purchased 8,250 shares at the public offering price per share.
•
From Jaunary 1, 2016 through September 30, 2016, the Golub Capital Employee Grant Program Rabbi Trust, or (the Trust), purchased approximately $1.5 million of shares, or 95,035 shares, of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital. During calendar year 2015, the Trust purchased approximately $16.0 million of shares, or 952,051 shares, of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital. During calendar year 2014, the Trust purchased approximately $14.5 million of shares, or 835,271 shares, of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital.
GC Advisors also sponsors or manages, and may in the future sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as “accounts”) that have investment mandates that are similar, in whole and in part, with ours. For example, GC Advisors presently serves as the investment adviser to Golub Capital Investment Corporation, an unlisted business development company that commenced operations on December 31, 2014, which primarily focuses on investing in senior secured and one stop loans. In addition, our officers and directors serve in similar capacities for Golub Capital Investment Corporation. GC Advisors and its affiliates may determine that an investment is appropriate for us and for one or more of those other accounts. In such event, depending on the availability of such investment and other appropriate factors, and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates may determine that we should invest side-by-side with one or more other accounts. We do not intend to make any investments if they are not permitted by applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with GC Advisors’ allocation procedures.
In addition, we have adopted a formal code of ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the General Corporation Law of the State of Delaware.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.
Fair Value Measurements
We value investments for which market quotations are readily available at their market quotations. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith by our board of directors under our valuation policy and process.
Valuation methods may include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. The factors that are taken into account in fair value pricing investments include: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from values that may ultimately be received or settled.
Our board of directors is ultimately and solely responsible for determining, in good faith, the fair value of investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value determination.
With respect to investments for which market quotations are not readily available, our board of directors undertakes a multi-step valuation process each quarter, as described below:
•
Our quarterly valuation process begins with each portfolio company investment being initially valued by the investment professionals of GC Advisors responsible for credit monitoring.
•
Preliminary valuation conclusions are then documented and discussed with our senior management and GC Advisors.
•
The audit committee of our board of directors reviews these preliminary valuations.
•
At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm.

78

•
The board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.
Determination of fair values involves subjective judgments and estimates. Under current auditing standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.
We follow ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Our fair value analysis includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
Level 1:  Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2:  Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3:  Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or liability. We assess the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the years ended September 30, 2016, 2015 and 2014. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Valuation of Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by our board of directors, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of our board of directors to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with approximately 25% (based on the number of portfolio companies) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. As of September 30, 2016 and 2015, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments) and investments measured at fair value using the NAV, all investments were valued using Level 3 inputs of the fair value hierarchy.
When determining fair value of Level 3 debt and equity investments, we may take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, we will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, we use a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, we may base our valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that we and others may be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. We generally use the midpoint of the bid/ask range as our best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are

79

generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize significantly less than the value at which such investment had previously been recorded.
Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
Valuation of Secured Borrowings
We have elected the fair value option under ASC Topic 825 relating to accounting for debt obligations at their fair value for our secured borrowings, which arise due to partial loan sales that do not meet the criteria for sale treatment under ASC Topic 860— Transfers and Servicing, or ASC Topic 860. All secured borrowings as of September 30, 2016 and 2015 were valued using Level 3 inputs under the fair value hierarchy, and our approach to determining fair value of Level 3 secured borrowings is consistent with our approach to determining fair value of the Level 3 investments that are associated with these secured borrowings as previously described.
Valuation of Other Financial Assets and Liabilities
Fair value of our debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
Revenue Recognition:
Our revenue recognition policies are as follows:
Investments and Related Investment Income:  Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments. Premiums, discounts, and origination fees are amortized or accreted into interest income over the life of the respective debt investment. For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not likely to be collectible. In addition, we may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans and record these fees as fee income when received. Loan origination fees, original issues discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from LLC and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
We account for investment transactions on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in fair value of investments from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in our consolidated statement of operations.
Non-accrual:  Loans may be left on accrual status during the period we are pursuing repayment of the loan. Management reviews all loans that become past due 90 days or more on principal and interest or when there is reasonable doubt that principal or interest will not be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. We restore non-accrual loans to accrual status when past due principal and interest is paid and, in our management’s judgment, are likely to remain current. The total fair value of our non-accrual loans was $1.3 million and $6.5 million as of September 30, 2016 and 2015, respectively.
Partial loan sales:  We follow the guidance in ASC Topic 860, when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on our statements of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value.
Income taxes:
See "Consolidated Results of Operations - Expenses - Excise Tax Expense"

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future may also have floating interest rates. These loans are usually based on a floating LIBOR and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a quarterly basis. The loans that are subject to the floating LIBOR rates are also subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of September 30, 2016 and 2015, the weighted average LIBOR floor on the loans subject to floating interest rates was 1.04% and 1.08%, respectively. Prior to their redemption on October 20, 2016, the Class A and B 2010 Notes issued as part of the 2010 Debt Securitization had floating interest rate provisions based on three-month LIBOR that resets quarterly as do the Class A-Refi and Class B-Refi 2010 Notes issued in connection with the refinancing of the 2010 Debt Securitization. In addition, Class A-1, A-2 and B 2014 Notes issued as part of the 2014 Debt Securitization have floating interest rate provisions based on three-month LIBOR that reset quarterly and the Credit Facility has a floating interest rate provision based on one-month LIBOR that resets daily. As of September 30, 2016 and 2015, the weighted average LIBOR floor on the secured borrowings, which reset quarterly, was 1.00% and 1.00%, respectively. We expect that other credit facilities into which we enter in the future may have floating interest rate provisions.
Assuming that the consolidated statement of financial condition as of September 30, 2016 were to remain constant and that we took no actions to alter interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Change in interest rates
 
Increase (decrease) in
interest income
 
Increase (decrease) in
interest expense
 
Net increase
(decrease) in
 investment income
  
 
(In thousands)
Down 25 basis points
 
$
(237
)
 
$
(1,469
)
 
$
1,232

Up 50 basis points
 
5,219

 
2,941

 
2,278

Up 100 basis points
 
13,167

 
5,881

 
7,286

Up 150 basis points
 
21,123

 
8,822

 
12,301

Up 200 basis points
 
29,079

 
11,763

 
17,316

Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of September 30, 2016, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowings under the Debt Securitizations, the Credit Facility or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.
We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.


81

Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements

82

Management’s Report on Internal Control over Financial Reporting
The management of Golub Capital BDC, Inc. (“GBDC,” and collectively with its subsidiaries, the “Company,” “we,” “us,” “our” and “Golub Capital BDC”) 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 BDC’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 BDC, 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 BDC’s internal control over financial reporting as of September 30, 2016. 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, 2016, our internal control over financial reporting is effective based on those criteria.
Golub Capital BDC’s independent registered public accounting firm that audited the financial statements has issued an audit report on the effectiveness of our internal control over financial reporting as of September 30, 2016. This report appears on page 86.

83

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Golub Capital BDC, Inc. and Subsidiaries
We have audited the accompanying consolidated statement of financial condition, including the consolidated schedule of investments, of Golub Capital BDC, Inc. and Subsidiaries (collectively, the “Company”) as of September 30, 2016, and the related consolidated statements of operations, changes in net assets and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of September 30, 2016 by correspondence with the trustee or custodian, as applicable. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Golub Capital BDC, Inc. and Subsidiaries as of September 30, 2016, and the consolidated results of their operations, changes in net assets, and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Golub Capital BDC, Inc. and Subsidiaries’ internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 16, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Chicago, Illinois
November 16, 2016


84

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Golub Capital BDC, Inc. and Subsidiaries

We have audited the accompanying consolidated statement of financial condition, including the consolidated schedule of investments, of Golub Capital BDC, Inc. and Subsidiaries (collectively, the “Company”) as of September 30, 2015, and the related consolidated statements of operations, changes in net assets, and cash flows for the years ended September 30, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of September 30, 2015, by correspondence with the custodian, loan agent or borrower. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Golub Capital BDC, Inc. and Subsidiaries as of September 30, 2015, and the results of their operations and their cash flows for the years ended September 30, 2015 and 2014, in conformity with U.S. generally accepted accounting principles.

/s/ RSM US LLP

Chicago, Illinois
November 17, 2015


85

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Golub Capital BDC, Inc. and Subsidiaries
We have audited Golub Capital BDC, Inc. and Subsidiaries’ (collectively, the “Company”) internal control over financial reporting as of September 30, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness 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.
In our opinion, Golub Capital BDC, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of September 30, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition, including the consolidated schedule of investments, of Golub Capital BDC, Inc. and Subsidiaries as of September 30, 2016, and the related consolidated statements of operations, changes in net assets and cash flows for the year then ended, and our report dated November 16, 2016 expressed an unqualified opinion thereon. 

/s/ Ernst & Young LLP

Chicago, Illinois
November 16, 2016



86

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands, except share and per share data)
 
September 30, 2016
 
September 30, 2015
Assets
  

 
  

Investments, at fair value
  

 
  

Non-controlled/non-affiliate company investments
$
1,546,766

 
$
1,425,325

Non-controlled affiliate company investments
9,618

 
5,523

Controlled affiliate company investments
104,228

 
98,936

Total investments at fair value (amortized cost of $1,650,173 and $1,517,314, respectively)
1,660,612

 
1,529,784

Cash and cash equivalents
10,947

 
5,468

Restricted cash and cash equivalents
78,593

 
92,016

Interest receivable
5,935

 
5,700

Other assets
422

 
458

Total Assets
$
1,756,509

 
$
1,633,426

Liabilities
  

 
  

Debt
$
864,700

 
$
813,250

Less unamortized debt issuance costs
5,627

 
7,624

Debt less unamortized debt issuance costs
859,073

 
805,626

Secured borrowings, at fair value (proceeds of $471 and $351, respectively)
475

 
355

Interest payable
3,229

 
2,722

Management and incentive fees payable
12,763

 
11,754

Accounts payable and accrued expenses
2,072

 
2,042

Accrued trustee fees
72

 
57

Total Liabilities
877,684

 
822,556

Commitments and Contingencies (Note 9)
  

 
  

Net Assets
  

 
  

Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of September 30, 2016 and September 30, 2015
—

 
—

Common stock, par value $0.001 per share, 100,000,000 shares authorized, 55,059,067 and 51,300,193 shares issued and outstanding as of September 30, 2016 and September 30, 2015, respectively
55

 
51

Paid in capital in excess of par
855,998

 
790,713

Undistributed net investment income
18,832

 
4,230

Net unrealized appreciation (depreciation) on investments and secured borrowings
13,104

 
15,134

Net realized gain (loss) on investments
(9,164
)
 
742

Total Net Assets
878,825

 
810,870

Total Liabilities and Total Net Assets
$
1,756,509

 
$
1,633,426

Number of common shares outstanding
55,059,067

 
51,300,193

Net asset value per common share
$
15.96

 
$
15.80

 
See Notes to Consolidated Financial Statements.

87

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)
 
Years ended September 30,
  
2016
 
2015
 
2014
Investment income
  

 
  

 
  

From non-controlled/non-affiliate company investments:
  

 
  

 
  

Interest income
$
114,186

 
$
112,406

 
$
102,158

Dividend income
539

 
212

 
1,248

Fee income
1,448

 
2,265

 
3,259

Total investment income from non-controlled/non-affiliate company investments
116,173


114,883

 
106,665

From non-controlled affiliate company investments:
  

 
  

 
  

Interest income
660

 
—

 
225

Fee income
—

 
—

 
171

Total investment income from non-controlled affiliate company investments
660


—

 
396

From controlled affiliate company investments:
  

 
  

 
  

Interest income
6,939

 
3,735

 
1,947

Dividend income
4,099

 
1,350

 
518

Total investment income from controlled affiliate company investments
11,038


5,085

 
2,465

Total investment income
127,871


119,968

 
109,526

Expenses
  

 
  

 
  

Interest and other debt financing expenses
27,724

 
24,510

 
20,227

Base management fee
22,020

 
20,330

 
17,053

Incentive fee
7,266

 
10,226

 
10,128

Professional fees
2,814

 
2,942

 
2,451

Administrative service fee
2,209

 
2,372

 
2,527

General and administrative expenses
525

 
591

 
605

Total expenses
62,558


60,971

 
52,991

Net investment income - before excise tax
65,313


58,997

 
56,535

Excise tax
333

 
—

 
—

Net investment income - after excise tax
64,980

 
58,997

 
56,535

Net gain (loss) on investments and secured borrowings
  

 
  

 
  

Net realized gain (loss) on investments:
  

 
  

 
  

Non-controlled/non-affiliate company investments
3,532

 
9,354

 
5,384

Non-controlled affiliate company investments
2,722

 
—

 
—

Net realized gain (loss) on investments
6,254


9,354

 
5,384

Net change in unrealized appreciation (depreciation) on investments:
  

 
  

 
  

Non-controlled/non-affiliate company investments
4,702

 
768

 
3,052

Non-controlled affiliate company investments
(3,170
)
 
2,443

 
475

Controlled affiliate company investments
(3,562
)
 
(773
)
 
(179
)
Net change in unrealized appreciation (depreciation) on investments
(2,030
)

2,438

 
3,348

Net change in unrealized appreciation (depreciation) on secured borrowings
—

 
2

 
121

Net gain (loss) on investments and secured borrowings
4,224


11,794

 
8,853

Net increase in net assets resulting from operations
$
69,204


$
70,791

 
$
65,388

Per Common Share Data
  

 
  

 
  

Basic and diluted earnings per common share
$
1.33

 
$
1.44

 
$
1.44

Dividends and distributions declared per common share
$
1.28

 
$
1.28

 
$
1.28

Basic and diluted weighted average common shares outstanding
51,948,378

 
49,017,777

 
45,277,111

See Notes to Consolidated Financial Statements.

88

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Changes in Net Assets
(In thousands, except share data)
 
 
 
 
 
 
 
 
 
Net Unrealized
 
 
 
 
 
 
 
 
 
 
 
 
 
Appreciation
 
 
 
 
 
Common Stock
 
Paid in Capital
 
 
 
(Depreciation) on
 
 
 
 
 
 
 
Par
 
in Excess
 
Undistributed Net
 
Investments and
 
Net Realized Gain
 
Total
 
Shares
 
Amount
 
of Par
 
Investment Income
 
secured borrowings
 
(loss) on Investments
 
Net Assets
Balance at September 30, 2013
43,282,932

 
$
43

 
$
652,669

 
$
2,725

 
$
9,225

 
$
(6,426
)
 
$
658,236

Issuance of common stock, net of offering and underwriting costs(1)
3,666,855

 
4

 
64,102

 
—

 
—

 
—

 
64,106

Net increase in net assets resulting from operations
—

 
—

 
—

 
56,535

 
3,469

 
5,384

 
65,388

Distributions to stockholders:
  

 
  

 
  

 
  

 
  

 
  

 
 
Stock issued in connection with dividend reinvestment plan
169,711

 
—

 
2,832

 
—

 
—

 
—

 
2,832

Distributions from net investment income
—

 
—

 
—

 
(57,823
)
 
—

 
—

 
(57,823
)
Tax reclassification of stockholders’ equity in accordance with
   generally accepted accounting principles
—

 
—

 
876

 
2,190

 
—

 
(3,066
)
 
—

Total Increase (decrease) for the period ended September 30, 2014
3,836,566


4

 
67,810

 
902

 
3,469

 
2,318


74,503

Balance at September 30, 2014
47,119,498

 
$
47

 
$
720,479

 
$
3,627

 
$
12,694

 
$
(4,108
)
 
$
732,739

Issuance of common stock, net of offering and underwriting costs(2)
4,002,292

 
4

 
67,366

 
—

 
—

 
—

 
67,370

Net increase in net assets resulting from operations
—

 
—

 
—

 
58,997

 
2,440

 
9,354

 
70,791

Distributions to stockholders:
  

 
  

 
  

 
  

 
  

 
  

 
 
Stock issued in connection with dividend reinvestment plan
178,403

 
—

 
2,939

 
—

 
—

 
—

 
2,939

Distributions from net investment income
—

 
—

 
—

 
(58,152
)
 
—

 
—

 
(58,152
)
Distributions from realized gain
—

 
—

 
—

 
—

 
—

 
(4,817
)
 
(4,817
)
Tax reclassification of stockholders’ equity in accordance with
generally accepted accounting principles
—

 
—

 
(71
)
 
(242
)
 
—

 
313

 
—

Total Increase (decrease) for the period ended September 30, 2015
4,180,695

 
4

 
70,234

 
603

 
2,440

 
4,850

 
78,131

Balance at September 30, 2015
51,300,193

 
$
51

 
$
790,713

 
$
4,230

 
$
15,134

 
$
742

 
$
810,870

Issuance of common stock, net of offering and underwriting costs(3)
3,320,456

 
3

 
58,257

 
—

 
—

 
—

 
58,260

Net increase in net assets resulting from operations
—

 
—

 
—

 
64,980

 
(2,030
)
 
6,254

 
69,204

Distributions to stockholders:
  

 
  

 
  

 
  

 
  

 
  

 


Stock issued in connection with dividend reinvestment plan
438,418

 
1

 
7,369

 
—

 
—

 
—

 
7,370

Distributions from net investment income
—

 
—

 
—

 
(54,461
)
 
—

 
—

 
(54,461
)
Distributions from realized gain
—

 
—

 
—

 
—

 
—

 
(12,418
)
 
(12,418
)
Tax reclassification of stockholders’ equity in accordance with
generally accepted accounting principles
—

 
—

 
(341
)
 
4,083

 
—

 
(3,742
)
 
—

Total Increase (decrease) for the period ended September 30, 2016
3,758,874

 
4

 
65,285

 
14,602

 
(2,030
)
 
(9,906
)
 
67,955

Balance at September 30, 2016
55,059,067

 
$
55

 
$
855,998

 
$
18,832

 
$
13,104

 
$
(9,164
)
 
$
878,825

 
(1) 
On March 18, 2014, Golub Capital BDC, Inc. priced a public offering of 3,500,000 shares of its common stock at a public offering price of $18.05 per share. On April 23, 2014, Golub Capital BDC, Inc. sold an additional 166,855 shares of its common stock at a public offering price of $18.05 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in March 2014.
(2) 
On April 10, 2015, Golub Capital BDC, Inc. priced a public offering of 3,500,000 shares of its common stock at a public offering price of $17.42 per share. On May 7, 2015, Golub Capital BDC, Inc. sold an additional 502,292 shares of its common stock at a public offering price of $17.42 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in April 2015.
(3) 
On July 18, 2016, Golub Capital BDC entered into a Securities Purchase Agreement between the Company and a third party institutional investor for the sale of 1,433,486 shares of Company's common stock at a price per share of $17.44 per share. On August 15, 2016, Golub Capital BDC, Inc. priced a public offering of 1,750,000 shares of its common stock at a public offering price of $18.35 per share. On September 19, 2016, Golub Capital BDC, Inc. sold an additional 136,970 shares of its common stock at a public offering price of $18.35 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in August 2016.

See Notes to Consolidated Financial Statements.


89

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 
Years ended September 30,
  
2016
 
2015
 
2014
Cash flows from operating activities
  

 
  

 
  

Net increase in net assets resulting from operations
$
69,204

 
$
70,791

 
$
65,388

Adjustments to reconcile net increase in net assets resulting from operations
  to net cash (used in) provided by operating activities
  

 
  

 
  

Amortization of deferred financing costs
4,184

 
4,506

 
3,030

Accretion of discounts and amortization of premiums
(8,662
)
 
(9,000
)
 
(8,894
)
Net realized (gain) loss on investments
(6,254
)
 
(9,354
)
 
(5,384
)
Net change in unrealized (appreciation) depreciation on investments
2,030

 
(2,438
)
 
(3,348
)
Net change in unrealized appreciation (depreciation) on secured borrowings
—

 
(2
)
 
(121
)
Proceeds from (fundings of) revolving loans, net
(587
)
 
(1,365
)
 
288

Fundings of investments
(654,763
)
 
(858,147
)
 
(878,635
)
Proceeds from principal payments and sales of portfolio investments
538,609

 
699,075

 
573,201

PIK interest
(1,201
)
 
(941
)
 
69

Changes in operating assets and liabilities:
  

 
  

 
  

Interest receivable
(235
)
 
91

 
(1,475
)
Other assets
36

 
69

 
(291
)
Interest payable
507

 
(474
)
 
1,919

Management and incentive fees payable
1,009

 
3,303

 
2,872

Payable for investments purchased
—

 
—

 
(3,677
)
Accounts payable and accrued expenses
30

 
645

 
(581
)
Accrued trustee fees
15

 
(9
)
 
66

Net cash (used in) provided by operating activities
(56,078
)
 
(103,250
)
 
(255,573
)
Cash flows from investing activities
  

 
  

 
  

Net change in restricted cash and cash equivalents
13,423

 
(17,208
)
 
(36,400
)
Net cash (used in) provided by investing activities
13,423

 
(17,208
)
 
(36,400
)
Cash flows from financing activities
  

 
  

 
  

Borrowings on debt
440,650

 
503,200

 
825,950

Repayments of debt
(389,200
)
 
(387,100
)
 
(540,900
)
Capitalized debt financing costs
(2,187
)
 
(2,615
)
 
(4,803
)
Proceeds from secured borrowings
155

 
—

 
29,518

Repayments on secured borrowings
(35
)
 
(34
)
 
(38,081
)
Proceeds from shares sold, net of underwriting costs
58,555

 
67,602

 
64,170

Offering costs paid
(295
)
 
(232
)
 
(64
)
Distributions paid
(59,509
)
 
(60,030
)
 
(54,991
)
Net cash provided by (used in) financing activities
48,134

 
120,791

 
280,799

Net change in cash and cash equivalents
5,479


333

 
(11,174
)
Cash and cash equivalents, beginning of period
5,468

 
5,135

 
16,309

Cash and cash equivalents, end of period
$
10,947

 
$
5,468

 
$
5,135

Supplemental information:
  

 
  

 
  

Cash paid during the period for interest
$
23,019

 
$
20,463

 
$
14,081

Taxes, including excise tax, paid during the period
333

 
—

 
—

Distributions declared during the period
(66,879
)
 
(62,969
)
 
(57,823
)
See Notes to Consolidated Financial Statements.

90
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Investments
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Non-controlled/non-affiliate company investments
 
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Debt investments
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Aerospace and Defense
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

ILC Dover, LP*^#
One stop
 
L + 9.00%
 
8.00% cash/2.00% PIK
 
03/2020
 
$
17,730

 
$
17,592

 
1.7

%
$
15,070

ILC Dover, LP
One stop
 
L + 9.00%
 
8.00% cash/2.00% PIK
 
03/2019
 
784

 
776

 
0.1

 
667

NTS Technical Systems*^#
One stop
 
L + 6.25%
 
7.25
 
06/2021
 
26,079

 
25,721

 
2.9

 
25,557

NTS Technical Systems(4)
One stop
 
L + 6.25%
 
N/A(5)
 
06/2021
 
—

 
(83
)
 
—

 
(71
)
NTS Technical Systems(4)
One stop
 
L + 6.25%
 
N/A(5)
 
06/2021
 
—

 
(39
)
 
—

 
(57
)
Tresys Technology Holdings, Inc.(6)
One stop
 
L + 6.75%
 
8.00%
 
12/2017
 
3,899

 
3,845

 
0.1

 
1,170

Tresys Technology Holdings, Inc.
One stop
 
L + 6.75%
 
8.00%
 
12/2017
 
537

 
535

 
0.1

 
537

Tronair Parent, Inc.(4)
Senior loan
 
L + 4.50%
 
N/A(5)
 
09/2021
 
—

 
(1
)
 
—

 
—

Whitcraft LLC*^
One stop
 
L + 6.50%
 
7.50%
 
05/2020
 
13,504

 
13,404

 
1.5

 
13,504

Whitcraft LLC(4)
One stop
 
L + 6.50%
 
N/A(5)
 
05/2020
 
—

 
(1
)
 
—

 
—

 
 
 
 
 
 
 
 
 
62,533

 
61,749

 
6.4

 
56,377

Automobile
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

American Driveline Systems, Inc.*
Senior loan
 
L + 5.75%
 
6.75%
 
03/2020
 
1,798

 
1,758

 
0.2

 
1,798

American Driveline Systems, Inc.^
Senior loan
 
L + 5.75%
 
6.75%
 
03/2020
 
233

 
229

 
—

 
233

American Driveline Systems, Inc.
Senior loan
 
P + 4.75%
 
8.25%
 
03/2020
 
46

 
40

 
—

 
46

CH Hold Corp. (Caliber Collision)*#
Senior loan
 
L + 5.25%
 
6.25%
 
11/2019
 
5,144

 
5,108

 
0.6

 
5,144

Dent Wizard International Corporation*
Senior loan
 
L + 4.75%
 
5.75%
 
04/2020
 
2,469

 
2,460

 
0.3

 
2,469

K&N Engineering, Inc.^
Senior loan
 
P + 3.25%
 
6.75%
 
07/2019
 
2,821

 
2,797

 
0.3

 
2,821

K&N Engineering, Inc.^
Senior loan
 
L + 4.25%
 
5.25%
 
07/2019
 
133

 
122

 
—

 
133

K&N Engineering, Inc.(4)
Senior loan
 
L + 4.25%
 
N/A(5)
 
07/2019
 
—

 
(2
)
 
—

 
—

OEConnection LLC*
Senior loan
 
L + 5.00%
 
6.00%
 
06/2022
 
4,883

 
4,763

 
0.6

 
4,883

OEConnection LLC(4)
Senior loan
 
L + 5.00%
 
N/A(5)
 
06/2021
 
—

 
(1
)
 
—

 
—

Polk Acquisition Corp.*
Senior loan
 
L + 5.00%
 
6.00%
 
06/2022
 
4,734

 
4,662

 
0.5

 
4,734

Polk Acquisition Corp.
Senior loan
 
L + 5.00%
 
6.00%
 
06/2022
 
54

 
53

 
—

 
54

Polk Acquisition Corp.
Senior loan
 
L + 5.00%
 
6.64%
 
06/2022
 
18

 
16

 
—

 
18

Polk Acquisition Corp.(4)
Senior loan
 
L + 5.00%
 
N/A(5)
 
06/2022
 
—

 
(2
)
 
—

 
—

T5 Merger Corporation^
One stop
 
L + 6.25%
 
7.25%
 
03/2022
 
3,200

 
3,148

 
0.4

 
3,168

T5 Merger Corporation(4)
One stop
 
L + 6.25%
 
N/A(5)
 
03/2022
 
—

 
(2
)
 
—

 
(1
)
  
 
 
 
 
 
 
 
 
25,533

 
25,149

 
2.9

 
25,500

Banking
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HedgeServ Holding L.P.*^#
One stop
 
L + 8.00%
 
7.00% cash/2.00% PIK
02/2019
 
17,529

 
17,451

 
2.0

 
17,529

HedgeServ Holding L.P.(4)
One stop
 
L + 6.00%
 
N/A(5)
 
02/2019
 
—

 
(4
)
 
—

 
—

 
 
 
 
 
 
 
 
 
17,529

 
17,447

 
2.0

 
17,529

Beverage, Food and Tobacco
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Abita Brewing Co., L.L.C.
One stop
 
L + 5.75%
 
6.75%
 
04/2021
 
7,993

 
7,871

 
0.8

 
7,194

Abita Brewing Co., L.L.C.(4)
One stop
 
L + 5.75%
 
6.75%
 
04/2021
 
4

 
3

 
—

 
(11
)
ABP Corporation*
Senior loan
 
L + 4.75%
 
6.00%
 
09/2018
 
4,696

 
4,667

 
0.5

 
4,461

ABP Corporation
Senior loan
 
P + 3.50%
 
7.25%
 
09/2018
 
250

 
247

 
—

 
225

Atkins Nutritionals, Inc*^
One stop
 
L + 8.50%
 
9.75%
 
04/2019
 
21,636

 
21,464

 
2.5

 
21,636

Atkins Nutritionals, Inc*^#
One stop
 
L + 5.00%
 
6.25%
 
01/2019
 
16,872

 
16,752

 
1.9

 
16,872

Benihana, Inc.*^
One stop
 
L + 6.00%
 
7.25%
 
01/2019
 
15,279

 
15,064

 
1.7

 
14,973

Benihana, Inc.
One stop
 
P + 4.75%
 
7.92%
 
07/2018
 
1,628

 
1,599

 
0.2

 
1,585

C. J. Foods, Inc.*
One stop
 
L + 5.00%
 
6.00%
 
05/2019
 
3,141

 
3,116

 
0.4

 
3,141

C. J. Foods, Inc.
One stop
 
L + 5.00%
 
6.00%
 
05/2019
 
663

 
656

 
0.1

 
663

C. J. Foods, Inc.(4)
One stop
 
L + 5.00%
 
N/A(5)
 
05/2019
 
—

 
(5
)
 
—

 
—

Firebirds International, LLC*
One stop
 
L + 5.75%
 
7.00%
 
05/2018
 
1,074

 
1,067

 
0.1

 
1,074


See Notes to Consolidated Financial Statements.
91
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Beverage, Food and Tobacco  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Firebirds International, LLC*
One stop
 
L + 5.75%
 
7.00%
 
05/2018
 
$
302

 
$
300

 
—

%
$
302

Firebirds International, LLC
One stop
 
L + 5.75%
 
7.00%
 
05/2018
 
55

 
53

 
—

 
55

Firebirds International, LLC(4)
One stop
 
L + 5.75%
 
N/A(5)
 
05/2018
 
—

 
(1
)
 
—

 
—

First Watch Restaurants, Inc.*^#
One stop
 
L + 6.00%
 
7.15%
 
12/2020
 
25,596

 
25,384

 
2.9

 
25,596

First Watch Restaurants, Inc.
One stop
 
P + 5.00%
 
8.05%
 
12/2020
 
1,603

 
1,596

 
0.2

 
1,603

First Watch Restaurants, Inc.
One stop
 
L + 6.00%
 
7.00%
 
12/2020
 
1,258

 
1,248

 
0.1

 
1,258

First Watch Restaurants, Inc.
One stop
 
L + 6.00%
 
7.00%
 
12/2020
 
1,255

 
1,246

 
0.2

 
1,255

First Watch Restaurants, Inc.(4)
One stop
 
L + 6.00%
 
N/A(5)
 
12/2020
 
—

 
(8
)
 
—

 
—

Hopdoddy Holdings, LLC
One stop
 
L + 8.00%
 
9.00%
 
08/2020
 
660

 
649

 
0.1

 
660

Hopdoddy Holdings, LLC
One stop
 
L + 8.00%
 
N/A(5)
 
08/2020
 
—

 
—

 
—

 
—

Hopdoddy Holdings, LLC(4)
One stop
 
L + 8.00%
 
N/A(5)
 
08/2020
 
—

 
(3
)
 
—

 
—

IT'SUGAR LLC
Subordinated debt
 
N/A
 
8.00%
 
10/2017
 
1,707

 
1,707

 
0.2

 
1,384

Purfoods, LLC
One stop
 
L + 6.25%
 
7.25%
 
05/2021
 
8,647

 
8,449

 
1.0

 
8,647

Purfoods, LLC
One stop
 
N/A
 
7.00% PIK
 
05/2026
 
101

 
101

 
—

 
101

Purfoods, LLC
One stop
 
L + 6.25%
 
7.25%
 
05/2021
 
25

 
24

 
—

 
25

Purfoods, LLC(4)
One stop
 
L + 6.25%
 
N/A(5)
 
05/2021
 
—

 
(1
)
 
—

 
—

Restaurant Holding Company, LLC #
Senior loan
 
L + 7.75%
 
8.75%
 
02/2019
 
4,605

 
4,581

 
0.5

 
4,513

Rubio's Restaurants, Inc*^
Senior loan
 
L + 4.75%
 
6.00%
 
11/2018
 
8,919

 
8,879

 
1.0

 
8,919

Smashburger Finance LLC
Senior loan
 
L + 5.50%
 
6.75%
 
05/2018
 
87

 
86

 
—

 
85

Smashburger Finance LLC(4)
Senior loan
 
L + 5.50%
 
N/A(5)
 
05/2018
 
—

 
(2
)
 
—

 
—

Surfside Coffee Company LLC^
One stop
 
L + 5.25%
 
6.25%
 
06/2020
 
4,470

 
4,436

 
0.5

 
4,470

Surfside Coffee Company LLC
One stop
 
L + 5.25%
 
6.25%
 
06/2020
 
337

 
329

 
—

 
337

Surfside Coffee Company LLC
One stop
 
L + 5.25%
 
6.25%
 
06/2020
 
26

 
25

 
—

 
26

Tate's Bake Shop, Inc.#
Senior loan
 
L + 5.00%
 
6.00%
 
08/2019
 
597

 
593

 
0.1

 
597

Uinta Brewing Company^
One stop
 
L + 8.50%
 
9.50%
 
08/2019
 
3,734

 
3,713

 
0.4

 
3,622

Uinta Brewing Company
One stop
 
L + 8.50%
 
9.50%
 
08/2019
 
308

 
305

 
—

 
296

 
 
 
 
 
 
 
 
 
137,528

 
136,190

 
15.4

 
135,564

Broadcasting and Entertainment
 
 
 
 
 
 
 
 
  

 
  

 
 
 
  

TouchTunes Interactive Networks, Inc.^
Senior loan
 
L + 4.75%
 
5.75%
 
05/2021
 
1,477

 
1,471

 
0.2

 
1,483

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Building and Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brooks Equipment Company, LLC*^
One stop
 
L + 5.00%
 
6.00%
 
08/2020
 
22,970

 
22,747

 
2.6

 
22,970

Brooks Equipment Company, LLC(4)
One stop
 
L + 5.00%
 
N/A(5)
 
08/2020
 
—

 
(13
)
 
—

 
—

ITEL Laboratories, Inc.*
Senior loan
 
L + 4.50%
 
5.75%
 
06/2018
 
634

 
631

 
0.1

 
634

ITEL Laboratories, Inc.
Senior loan
 
L + 4.50%
 
N/A(5)
 
06/2018
 
—

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
23,604

 
23,365

 
2.7

 
23,604

Containers, Packaging and Glass
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Fort Dearborn Company*^
Senior loan
 
L + 4.75%
 
5.75%
 
10/2018
 
2,980

 
2,969

 
0.3

 
2,980

Fort Dearborn Company*^
Senior loan
 
L + 4.25%
 
5.25%
 
10/2017
 
509

 
508

 
0.1

 
509

 
 
 
 
 
 
 
 
 
3,489

 
3,477

 
0.4

 
3,489

Diversified Conglomerate Manufacturing
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Chase Industries, Inc.*^#
One stop
 
L + 5.75%
 
6.81%
 
09/2020
 
21,704

 
21,556

 
2.5

 
21,704

Chase Industries, Inc.#
One stop
 
L + 5.75%
 
7.13%
 
09/2020
 
4,816

 
4,784

 
0.5

 
4,816

Chase Industries, Inc.(4)
One stop
 
L + 5.75%
 
N/A(5)
 
09/2020
 
—

 
(14
)
 
—

 
—

Inventus Power, Inc*^
One stop
 
L + 5.50%
 
6.50%
 
04/2020
 
8,409

 
8,369

 
0.9

 
7,736

Inventus Power, Inc(4)
One stop
 
L + 5.50%
 
N/A(5)
 
04/2020
 
—

 
(3
)
 
—

 
(42
)
Onicon Incorporated*^#
One stop
 
L + 6.00%
 
7.00%
 
04/2020
 
13,422

 
13,286

 
1.5

 
13,221

Onicon Incorporated(4)
One stop
 
L + 6.00%
 
N/A(5)
 
04/2020
 
—

 
(6
)
 
—

 
(15
)
Pasternack Enterprises, Inc. and Fairview Microwave, Inc#
Senior loan
 
L + 5.00%
 
6.00%
 
05/2022
 
2,460

 
2,436

 
0.3

 
2,435


See Notes to Consolidated Financial Statements.
92
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Diversified Conglomerate Manufacturing  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PetroChoice Holdings, Inc.^
Senior loan
 
L + 5.00%
 
6.00%
 
08/2022
 
$
1,768

 
$
1,718

 
0.2

%
$
1,768

Plex Systems, Inc.*^
One stop
 
L + 7.50%
 
8.75%
 
06/2020
 
18,797

 
18,410

 
2.1

 
18,797

Plex Systems, Inc.(4)
One stop
 
L + 7.50%
 
N/A(5)
 
06/2020
 
—

 
(30
)
 
—

 
—

Reladyne, Inc.*#
Senior loan
 
L + 5.25%
 
6.25%
 
07/2022
 
10,149

 
9,992

 
1.2

 
10,047

Reladyne, Inc.
Senior loan
 
L + 5.25%
 
6.25%
 
07/2022
 
111

 
110

 
—

 
110

Reladyne, Inc.
Senior loan
 
P + 4.25%
 
7.75%
 
07/2022
 
26

 
24

 
—

 
24

Reladyne, Inc.(4)
Senior loan
 
L + 5.25%
 
N/A(5)
 
07/2022
 
—

 
(2
)
 
—

 
(1
)
Sunless Merger Sub, Inc.
Senior loan
 
L + 5.00%
 
6.25%
 
07/2019
 
1,503

 
1,509

 
0.2

 
1,503

Sunless Merger Sub, Inc.
Senior loan
 
P + 3.75%
 
7.25%
 
07/2019
 
151

 
151

 
—

 
151

  
 
 
 
 
 
 
 
 
83,316

 
82,290

 
9.4

 
82,254

Diversified Conglomerate Service
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Accellos, Inc.*^#
One stop
 
L + 5.75%
 
6.75%
 
07/2020
 
31,051

 
30,806

 
3.5

 
31,051

Accellos, Inc.(4)
One stop
 
L + 5.75%
 
N/A(5)
 
07/2020
 
—

 
(13
)
 
—

 
—

Actiance, Inc. *^
One stop
 
L + 9.00%
 
10.00%
 
04/2018
 
2,900

 
2,831

 
0.3

 
2,900

Actiance, Inc.
One stop
 
L + 9.00%
 
N/A(5)
 
04/2018
 
—

 
—

 
—

 
—

Agility Recovery Solutions Inc.*^
One stop
 
L + 6.50%
 
7.50%
 
03/2020
 
14,092

 
13,950

 
1.6

 
14,092

Agility Recovery Solutions Inc.(4)
One stop
 
L + 6.50%
 
N/A(5)
 
03/2020
 
—

 
(6
)
 
—

 
—

Bomgar Corporation^
One stop
 
L + 7.50%
 
8.50%
 
06/2022
 
4,888

 
4,794

 
0.6

 
4,888

Bomgar Corporation(4)
One stop
 
L + 7.50%
 
N/A(5)
 
06/2022
 
—

 
(2
)
 
—

 
—

CIBT Holdings, Inc^
Senior loan
 
L + 5.25%
 
6.25%
 
06/2022
 
1,973

 
1,954

 
0.2

 
1,973

CIBT Holdings, Inc
Senior loan
 
L + 5.25%
 
N/A(5)
 
06/2022
 
—

 
—

 
—

 
—

Clearwater Analytics, LLC#
One stop
 
L + 7.50%
 
8.50%
 
09/2022
 
10,050

 
9,877

 
1.1

 
9,925

Clearwater Analytics, LLC(4)
One stop
 
L + 7.50%
 
N/A(5)
 
09/2022
 
—

 
(2
)
 
—

 
(1
)
Daxko Acquisition Corporation#
One stop
 
L + 6.50%
 
7.50%
 
09/2022
 
8,557

 
8,430

 
1.0

 
8,472

Daxko Acquisition Corporation(4)
One stop
 
L + 6.50%
 
N/A(5)
 
09/2022
 
—

 
(1
)
 
—

 
—

EGD Security Systems, LLC
One stop
 
L + 6.25%
 
7.25%
 
06/2022
 
11,114

 
10,876

 
1.3

 
11,114

EGD Security Systems, LLC
One stop
 
L + 6.25%
 
7.25%
 
06/2022
 
98

 
96

 
—

 
98

EGD Security Systems, LLC(4)
One stop
 
L + 6.25%
 
N/A(5)
 
06/2022
 
—

 
(2
)
 
—

 
—

HealthcareSource HR, Inc.
One stop
 
L + 6.75%
 
7.75%
 
05/2020
 
17,724

 
17,416

 
2.0

 
17,724

HealthcareSource HR, Inc.(4)
One stop
 
L + 6.75%
 
N/A(5)
 
05/2020
 
—

 
(1
)
 
—

 
—

Host Analytics, Inc.
One stop
 
N/A
 
8.50% cash/2.25% PIK
 
02/2020
 
3,028

 
2,978

 
0.3

 
3,005

Host Analytics, Inc.
One stop
 
N/A
 
8.50% cash/2.25% PIK
 
08/2021
 
2,552

 
2,530

 
0.3

 
2,533

Host Analytics, Inc.(4)
One stop
 
N/A
 
N/A(5)
 
02/2020
 
—

 
(8
)
 
—

 
(6
)
III US Holdings, LLC#
One stop
 
L + 6.00%
 
7.00%
 
09/2022
 
5,510

 
5,400

 
0.6

 
5,400

III US Holdings, LLC(4)
One stop
 
L + 6.00%
 
N/A(5)
 
09/2022
 
—

 
(1
)
 
—

 
(1
)
Integration Appliance, Inc.*^
One stop
 
L + 8.25%
 
9.50%
 
09/2020
 
16,123

 
15,986

 
1.8

 
16,123

Integration Appliance, Inc.
One stop
 
L + 8.25%
 
9.50%
 
09/2020
 
7,914

 
7,771

 
0.9

 
7,914

Integration Appliance, Inc.
One stop
 
L + 8.25%
 
9.50%
 
09/2020
 
5,396

 
5,307

 
0.6

 
5,396

Integration Appliance, Inc.*
One stop
 
L + 8.25%
 
9.50%
 
09/2020
 
719

 
709

 
0.1

 
719

Integration Appliance, Inc.(4)
One stop
 
L + 8.25%
 
N/A(5)
 
09/2018
 
—

 
(8
)
 
—

 
—

Jensen Hughes, Inc.#
Senior loan
 
L + 5.00%
 
6.00%
 
12/2021
 
156

 
155

 
—

 
156

Netsmart Technologies, Inc.#
Senior loan
 
L + 4.75%
 
5.75%
 
04/2023
 
1,772

 
1,755

 
0.2

 
1,783

Netsmart Technologies, Inc.(4)
Senior loan
 
L + 4.75%
 
N/A(5)
 
01/1900
 
—

 
(9
)
 
—

 
—

Project Alpha Intermediate Holding, Inc.*#
One stop
 
L + 8.25%
 
9.25%
 
08/2022
 
17,257

 
16,749

 
1.9

 
16,912

PT Intermediate Holdings III, LLC
One stop
 
L + 6.50%
 
7.50%
 
06/2022
 
22,250

 
21,719

 
2.5

 
22,250

PT Intermediate Holdings III, LLC
One stop
 
P + 5.50%
 
9.00%
 
06/2022
 
25

 
21

 
—

 
25

Secure-24, LLC*
One stop
 
L + 6.00%
 
7.25%
 
08/2017
 
9,777

 
9,723

 
1.1

 
9,777

Secure-24, LLC^
One stop
 
L + 6.00%
 
7.25%
 
08/2017
 
1,430

 
1,424

 
0.2

 
1,430

Secure-24, LLC(4)
One stop
 
L + 6.00%
 
N/A(5)
 
08/2017
 
—

 
(1
)
 
—

 
—


See Notes to Consolidated Financial Statements.
93
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Diversified Conglomerate Service  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Severin Acquisition, LLC^
Senior loan
 
L + 5.38%
 
6.38%
 
07/2021
 
$
892

 
$
884

 
0.1

%
$
905

Severin Acquisition, LLC^
Senior loan
 
L + 5.00%
 
6.00%
 
07/2021
 
794

 
788

 
0.1

 
794

Severin Acquisition, LLC^
Senior loan
 
L + 5.38%
 
6.38%
 
07/2021
 
607

 
601

 
0.1

 
616

Severin Acquisition, LLC^
Senior loan
 
L + 4.88%
 
5.88%
 
07/2021
 
196

 
194

 
—

 
195

Source Medical Solutions, Inc.
Second lien
 
L + 11.00%
 
9.00% cash/3.00% PIK
03/2018
 
9,475

 
9,340

 
1.1

 
9,475

Steelwedge Software, Inc.^
One stop
 
L + 10.00%
 
9.00% cash/2.00% PIK
09/2020
 
2,197

 
2,109

 
0.2

 
2,197

Steelwedge Software, Inc.
One stop
 
L + 8.00%
 
N/A(5)
 
09/2020
 
—

 
—

 
—

 
—

TA MHI Buyer, Inc. ^
One stop
 
L + 6.50%
 
7.50%
 
09/2021
 
8,232

 
8,172

 
0.9

 
8,232

TA MHI Buyer, Inc.*
One stop
 
L + 6.50%
 
7.50%
 
09/2021
 
1,281

 
1,269

 
0.2

 
1,281

TA MHI Buyer, Inc. ^
One stop
 
L + 6.50%
 
7.50%
 
09/2021
 
666

 
659

 
0.1

 
666

TA MHI Buyer, Inc. ^
One stop
 
L + 6.50%
 
7.50%
 
09/2021
 
237

 
235

 
—

 
237

TA MHI Buyer, Inc.
One stop
 
L + 6.50%
 
N/A(5)
 
09/2021
 
—

 
—

 
—

 
—

Trintech, Inc. *^#
One stop
 
L + 6.00%
 
7.00%
 
10/2021
 
10,959

 
10,841

 
1.3

 
10,959

Trintech, Inc. (4)
One stop
 
L + 6.00%
 
N/A(5)
 
10/2021
 
—

 
(1
)
 
—

 
—

Vendavo, Inc.
One stop
 
L + 8.50%
 
9.50%
 
10/2019
 
17,982

 
17,717

 
2.0

 
17,672

Vendavo, Inc.(4)
One stop
 
L + 8.50%
 
N/A(5)
 
10/2019
 
—

 
(9
)
 
—

 
(25
)
Vendor Credentialing Service LLC
One stop
 
L + 6.00%
 
7.00%
 
11/2021
 
10,194

 
9,970

 
1.2

 
10,194

Vendor Credentialing Service LLC(4)
One stop
 
L + 6.00%
 
N/A(5)
 
11/2021
 
—

 
(1
)
 
—

 
—

Vitalyst, LLC
Senior loan
 
L + 5.25%
 
6.50%
 
09/2017
 
1,385

 
1,381

 
0.2

 
1,385

Vitalyst, LLC(4)
Senior loan
 
L + 4.25%
 
N/A(5)
 
09/2017
 
—

 
—

 
—

 
(2
)
Workforce Software, LLC^
One stop
 
L + 10.50%
 
4.50% cash/7.00% PIK
06/2021
 
5,039

 
5,004

 
0.6

 
5,001

Workforce Software, LLC
One stop
 
L + 3.50%
 
N/A(5)
 
06/2021
 
—

 
—

 
—

 
—

Xmatters, Inc. and Alarmpoint, Inc.
One stop
 
L + 8.50%
 
9.50%
 
08/2021
 
4,629

 
4,563

 
0.5

 
4,594

Xmatters, Inc. and Alarmpoint, Inc.
One stop
 
L + 8.50%
 
N/A(5)
 
08/2021
 
—

 
—

 
—

 
—

  
 
 
 
 
 
 
 
 
271,121

 
266,919

 
30.7

 
270,028

Ecological
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pace Analytical Services, LLC
One stop
 
L + 6.25%
 
7.25%
 
09/2022
 
15,500

 
15,074

 
1.7

 
15,345

Pace Analytical Services, LLC(4)
One stop
 
L + 6.25%
 
N/A(5)
 
09/2022
 
—

 
(2
)
 
—

 
(1
)
Pace Analytical Services, LLC(4)
One stop
 
L + 6.25%
 
N/A(5)
 
09/2022
 
—

 
(6
)
 
—

 
(3
)
 
 
 
 
 
 
 
 
 
15,500

 
15,066

 
1.7

 
15,341

Electronics
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Appriss Holdings, Inc.*#
Senior loan
 
L + 5.25%
 
6.25%
 
11/2020
 
15,451

 
15,268

 
1.7

 
15,451

Appriss Holdings, Inc.
Senior loan
 
L + 5.25%
 
6.25%
 
11/2020
 
800

 
770

 
0.1

 
800

Compusearch Software Holdings, Inc.^
Senior loan
 
L + 4.25%
 
5.25%
 
05/2021
 
1,308

 
1,305

 
0.1

 
1,308

Diligent Corporation*
One stop
 
L + 6.75%
 
7.75%
 
04/2022
 
4,888

 
4,786

 
0.6

 
4,888

Diligent Corporation(4)
One stop
 
L + 6.75%
 
N/A(5)
 
04/2022
 
—

 
(2
)
 
—

 
—

ECI Acquisition Holdings, Inc.*^#
One stop
 
L + 6.25%
 
7.25%
 
03/2019
 
21,668

 
21,467

 
2.5

 
21,668

ECI Acquisition Holdings, Inc.*
One stop
 
L + 6.25%
 
7.25%
 
03/2019
 
1,403

 
1,390

 
0.2

 
1,403

ECI Acquisition Holdings, Inc.(4)
One stop
 
L + 6.25%
 
N/A(5)
 
03/2019
 
—

 
(9
)
 
—

 
—

Gamma Technologies, LLC^#
One stop
 
L + 5.00%
 
6.00%
 
06/2021
 
18,001

 
17,859

 
2.0

 
18,001

Gamma Technologies, LLC(4)
One stop
 
L + 5.00%
 
N/A(5)
 
06/2021
 
—

 
(1
)
 
—

 
—

Park Place Technologies LLC*#
One stop
 
L + 5.25%
 
6.25%
 
06/2022
 
12,466

 
12,301

 
1.4

 
12,466

Park Place Technologies LLC
One stop
 
L + 5.25%
 
6.25%
 
06/2022
 
100

 
98

 
—

 
100

Sloan Company, Inc., The#
One stop
 
L + 7.25%
 
8.25%
 
04/2020
 
7,513

 
7,411

 
0.8

 
7,138

Sloan Company, Inc., The
One stop
 
L + 7.25%
 
8.25%
 
04/2020
 
6

 
5

 
—

 
4

Sovos Compliance*^
One stop
 
L + 7.25%
 
8.25%
 
03/2022
 
9,423

 
9,247

 
1.1

 
9,234

Sovos Compliance(4)
One stop
 
L + 7.25%
 
N/A(5)
 
03/2022
 
—

 
(1
)
 
—

 
(1
)
Sparta Holding Corporation*^#
One stop
 
L + 5.50%
 
6.50%
 
07/2020
 
22,309

 
22,131

 
2.5

 
22,309

Sparta Holding Corporation(4)
One stop
 
L + 5.50%
 
N/A(5)
 
07/2020
 
—

 
(24
)
 
—

 
—


See Notes to Consolidated Financial Statements.
94
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Electronics  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Syncsort Incorporated*^#
One stop
 
L + 5.50%
 
6.50%
 
11/2021
 
$
16,609

 
$
16,325

 
1.9

%
$
16,609

Syncsort Incorporated(4)
One stop
 
L + 5.50%
 
N/A(5)
 
11/2021
 
—

 
(2
)
 
—

 
—

Systems Maintenance Services Holding, Inc.^
Senior loan
 
L + 4.00%
 
5.00%
 
10/2019
 
2,603

 
2,597

 
0.3

 
2,603

Watchfire Enterprises, Inc.
Second lien
 
L + 8.00%
 
9.00%
 
10/2021
 
9,434

 
9,274

 
1.1

 
9,434

 
 
 
 
 
 
 
 
 
143,982

 
142,195

 
16.3

 
143,415

Grocery
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MyWebGrocer, Inc.*
One stop
 
L + 8.75%
 
10.00%
 
05/2017
 
14,271

 
14,190

 
1.6

 
14,271

Teasdale Quality Foods, Inc.#
Senior loan
 
L + 4.75%
 
5.77%
 
10/2020
 
726

 
712

 
0.1

 
735

Teasdale Quality Foods, Inc.#
Senior loan
 
L + 4.75%
 
5.77%
 
10/2020
 
543

 
538

 
0.1

 
551

 
 
 
 
 
 
 
 
 
15,540

 
15,440

 
1.8

 
15,557

Healthcare, Education and Childcare
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Active Day, Inc.
One stop
 
L + 6.00%
 
7.00%
 
12/2021
 
13,538

 
13,216

 
1.5

 
13,538

Active Day, Inc.(4)
One stop
 
L + 6.00%
 
N/A(5)
 
12/2021
 
—

 
(1
)
 
—

 
—

Active Day, Inc.(4)
One stop
 
L + 6.00%
 
N/A(5)
 
12/2021
 
—

 
(37
)
 
—

 
—

ADCS Clinics Intermediate Holdings, LLC
One stop
 
L + 5.75%
 
6.75%
 
05/2022
 
21,496

 
20,891

 
2.4

 
21,496

ADCS Clinics Intermediate Holdings, LLC
One stop
 
L + 5.75%
 
6.75%
 
05/2022
 
109

 
107

 
—

 
109

ADCS Clinics Intermediate Holdings, LLC
One stop
 
L + 5.75%
 
6.75%
 
05/2022
 
32

 
32

 
—

 
32

ADCS Clinics Intermediate Holdings, LLC
One stop
 
P + 4.75%
 
8.25%
 
05/2022
 
27

 
26

 
—

 
27

ADCS Clinics Intermediate Holdings, LLC(4)
One stop
 
L + 5.75%
 
N/A(5)
 
05/2022
 
—

 
(4
)
 
—

 
—

Agilitas USA, Inc.^
Senior loan
 
L + 4.00%
 
5.00%
 
10/2020
 
2,125

 
2,110

 
0.2

 
2,040

Aris Teleradiology Company, LLC*
Senior loan
 
L + 4.75%
 
5.75%
 
03/2021
 
941

 
933

 
0.1

 
941

Aris Teleradiology Company, LLC
Senior loan
 
L + 4.75%
 
N/A(5)
 
03/2021
 
—

 
—

 
—

 
—

Avalign Technologies, Inc.^
Senior loan
 
L + 4.50%
 
5.50%
 
07/2021
 
1,136

 
1,132

 
0.1

 
1,136

BIORECLAMATIONIVT, LLC *^#
One stop
 
L + 6.25%
 
7.25%
 
01/2021
 
14,392

 
14,177

 
1.6

 
14,392

BIORECLAMATIONIVT, LLC (4)
One stop
 
L + 6.25%
 
N/A(5)
 
01/2021
 
—

 
(1
)
 
—

 
—

California Cryobank, LLC^
One stop
 
L + 5.50%
 
6.50%
 
08/2019
 
1,550

 
1,542

 
0.2

 
1,550

California Cryobank, LLC
One stop
 
L + 5.50%
 
6.50%
 
08/2019
 
234

 
234

 
—

 
234

California Cryobank, LLC(4)
One stop
 
L + 5.50%
 
N/A(5)
 
08/2019
 
—

 
(1
)
 
—

 
—

Certara L.P.*^#
One stop
 
L + 6.25%
 
7.25%
 
12/2018
 
29,063

 
28,870

 
3.3

 
29,063

Certara L.P.(4)
One stop
 
L + 6.25%
 
N/A(5)
 
12/2018
 
—

 
(10
)
 
—

 
—

CLP Healthcare Services, Inc.^
Senior loan
 
L + 5.25%
 
6.25%
 
12/2020
 
3,964

 
3,928

 
0.5

 
3,964

CPI Buyer, LLC (Cole-Parmer)*^
Senior loan
 
L + 4.50%
 
5.50%
 
08/2021
 
7,740

 
7,522

 
0.9

 
7,702

Curo Health Services LLC#
Senior loan
 
L + 5.50%
 
6.50%
 
02/2022
 
1,970

 
1,955

 
0.2

 
1,976

DCA Investment Holding, LLC*^#
One stop
 
L + 5.25%
 
6.25%
 
07/2021
 
18,968

 
18,634

 
2.2

 
18,968

DCA Investment Holding, LLC*^#
One stop
 
L + 5.25%
 
6.25%
 
07/2021
 
13,604

 
13,460

 
1.5

 
13,604

DCA Investment Holding, LLC
One stop
 
P + 4.25%
 
7.75%
 
07/2021
 
1,340

 
1,325

 
0.2

 
1,340

Deca Dental Management LLC*^
One stop
 
L + 6.25%
 
7.25%
 
07/2020
 
4,146

 
4,100

 
0.5

 
4,146

Deca Dental Management LLC
One stop
 
L + 6.25%
 
7.25%
 
07/2020
 
504

 
496

 
0.1

 
504

Deca Dental Management LLC
One stop
 
L + 6.25%
 
7.25%
 
07/2020
 
50

 
49

 
—

 
50

Delta Educational Systems*(6)
Senior loan
 
P + 4.75%
 
8.25%
 
12/2016
 
1,438

 
1,433

 
—

 
216

Delta Educational Systems(4)(6)
Senior loan
 
L + 6.00%
 
N/A(5)
 
12/2016
 
—

 
—

 
—

 
(60
)
Dental Holdings Corporation
One stop
 
L + 5.50%
 
6.50%
 
02/2020
 
7,599

 
7,480

 
0.9

 
7,599

Dental Holdings Corporation
One stop
 
L + 5.50%
 
6.50%
 
02/2020
 
1,155

 
1,143

 
0.1

 
1,155

Dental Holdings Corporation
One stop
 
P + 4.25%
 
7.75%
 
02/2020
 
213

 
204

 
—

 
213

eSolutions, Inc.
One stop
 
L + 6.50%
 
7.50%
 
03/2022
 
12,866

 
12,605

 
1.5

 
12,866

eSolutions, Inc.(4)
One stop
 
L + 6.50%
 
N/A(5)
 
03/2022
 
—

 
(1
)
 
—

 
—

G & H Wire Company, Inc.*^
One stop
 
L + 5.75%
 
6.75%
 
12/2017
 
13,157

 
13,112

 
1.5

 
13,157

G & H Wire Company, Inc.
One stop
 
P + 4.50%
 
8.00%
 
12/2017
 
357

 
355

 
—

 
357

Joerns Healthcare, LLC*^
One stop
 
L + 5.00%
 
6.00%
 
05/2020
 
3,838

 
3,802

 
0.4

 
3,647


See Notes to Consolidated Financial Statements.
95
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Healthcare, Education and Childcare  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Katena Holdings, Inc.^
One stop
 
L + 6.25%
 
7.25%
 
06/2021
 
$
8,699

 
$
8,627

 
1.0

%
$
8,699

Katena Holdings, Inc.
One stop
 
P + 5.25%
 
8.75%
 
06/2021
 
850

 
843

 
0.1

 
850

Katena Holdings, Inc.
One stop
 
P + 5.25%
 
8.75%
 
06/2021
 
13

 
12

 
—

 
13

Lombart Brothers, Inc.
One stop
 
L + 6.75%
 
7.75%
 
04/2022
 
3,508

 
3,411

 
0.4

 
3,508

Lombart Brothers, Inc.
One stop
 
L + 6.75%
 
7.75%
 
04/2022
 
8

 
7

 
—

 
8

Maverick Healthcare Group, LLC*
Senior loan
 
L + 7.50%
 
7.25% cash/2.00% PIK
 
04/2017
 
1,921

 
1,915

 
0.2

 
1,921

Northwestern Management Services, LLC (Sage Dental)
One stop
 
L + 5.25%
 
6.50%
 
10/2019
 
72

 
71

 
—

 
71

Northwestern Management Services, LLC (Sage Dental)
One stop
 
P + 4.00%
 
7.50%
 
10/2019
 
17

 
16

 
—

 
16

Northwestern Management Services, LLC (Sage Dental)(4)
One stop
 
L + 5.25%
 
N/A(5)
 
10/2019
 
—

 
(2
)
 
—

 
(3
)
Oliver Street Dermatology Holdings, LLC
One stop
 
L + 6.50%
 
7.50%
 
05/2022
 
8,605

 
8,369

 
1.0

 
8,605

Oliver Street Dermatology Holdings, LLC
One stop
 
L + 6.50%
 
7.50%
 
05/2022
 
58

 
57

 
—

 
58

Oliver Street Dermatology Holdings, LLC(4)
One stop
 
L + 6.50%
 
N/A(5)
 
05/2022
 
—

 
(3
)
 
—

 
—

Pinnacle Treatment Centers, Inc.
One stop
 
L + 6.25%
 
7.25%
 
08/2021
 
10,081

 
9,812

 
1.1

 
9,980

Pinnacle Treatment Centers, Inc.
One stop
 
P + 5.00%
 
8.50%
 
08/2021
 
5

 
3

 
—

 
4

Pinnacle Treatment Centers, Inc.(4)
One stop
 
L + 6.25%
 
N/A(5)
 
08/2021
 
—

 
(3
)
 
—

 
(1
)
PPT Management, LLC#
One stop
 
L + 5.00%
 
6.00%
 
04/2020
 
4,179

 
4,143

 
0.5

 
4,179

PPT Management, LLC
One stop
 
L + 5.00%
 
6.00%
 
04/2020
 
137

 
136

 
—

 
137

PPT Management, LLC(4)
One stop
 
L + 5.00%
 
N/A(5)
 
04/2020
 
—

 
(1
)
 
—

 
—

Premise Health Holding Corp.#
One stop
 
L + 4.50%
 
5.50%
 
06/2020
 
14,963

 
14,881

 
1.7

 
14,963

Premise Health Holding Corp.(4)
One stop
 
L + 4.50%
 
N/A(5)
 
06/2020
 
—

 
(16
)
 
—

 
—

Pyramid Healthcare, Inc.#
One stop
 
L + 5.75%
 
6.75%
 
08/2019
 
1,484

 
1,471

 
0.2

 
1,484

Radiology Partners, Inc.#
One stop
 
L + 5.50%
 
6.50%
 
09/2020
 
22,570

 
22,295

 
2.6

 
22,344

Radiology Partners, Inc.
One stop
 
L + 5.50%
 
6.50%
 
09/2020
 
708

 
708

 
0.1

 
701

Radiology Partners, Inc.(4)
One stop
 
L + 5.50%
 
N/A(5)
 
09/2020
 
—

 
(4
)
 
—

 
(4
)
Radiology Partners, Inc.(4)
One stop
 
L + 5.50%
 
N/A(5)
 
09/2020
 
—

 
(18
)
 
—

 
(8
)
Reliant Pro ReHab, LLC*
Senior loan
 
L + 5.00%
 
6.00%
 
12/2017
 
2,548

 
2,533

 
0.3

 
2,548

Reliant Pro ReHab, LLC
Senior loan
 
P + 4.00%
 
7.50%
 
12/2017
 
59

 
54

 
—

 
59

RXH Buyer Corporation*^
One stop
 
L + 5.75%
 
6.75%
 
09/2021
 
17,435

 
17,148

 
1.9

 
16,738

RXH Buyer Corporation
One stop
 
L + 5.75%
 
6.75%
 
09/2021
 
1,973

 
1,940

 
0.2

 
1,894

RXH Buyer Corporation
One stop
 
P + 4.75%
 
8.25%
 
09/2021
 
35

 
32

 
—

 
27

RXH Buyer Corporation(4)
One stop
 
L + 5.75%
 
N/A(5)
 
09/2021
 
—

 
(14
)
 
—

 
(34
)
Southern Anesthesia and Surgical
One stop
 
L + 5.50%
 
6.50%
 
11/2017
 
5,537

 
5,502

 
0.6

 
5,537

Southern Anesthesia and Surgical^
One stop
 
L + 5.50%
 
6.50%
 
11/2017
 
2,715

 
2,701

 
0.3

 
2,715

Southern Anesthesia and Surgical(4)
One stop
 
L + 5.50%
 
N/A(5)
 
11/2017
 
—

 
(3
)
 
—

 
—

Spear Education, LLC#
One stop
 
L + 6.00%
 
7.00%
 
08/2019
 
4,732

 
4,697

 
0.5

 
4,732

Spear Education, LLC
One stop
 
L + 6.00%
 
7.00%
 
08/2019
 
76

 
76

 
—

 
76

Spear Education, LLC
One stop
 
L + 6.00%
 
N/A(5)
 
08/2019
 
—

 
—

 
—

 
—

Summit Behavioral Holdings I, LLC*
One stop
 
L + 5.00%
 
6.00%
 
06/2021
 
4,382

 
4,330

 
0.5

 
4,382

Summit Behavioral Holdings I, LLC(4)
One stop
 
L + 5.00%
 
N/A(5)
 
06/2021
 
—

 
(1
)
 
—

 
—

Summit Behavioral Holdings I, LLC(4)
One stop
 
L + 5.00%
 
N/A(5)
 
06/2021
 
—

 
(2
)
 
—

 
—

Surgical Information Systems, LLC^
Senior loan
 
L + 3.00%
 
4.50%
 
09/2018
 
1,701

 
1,699

 
0.2

 
1,701

U.S. Anesthesia Partners, Inc.#
One stop
 
L + 5.00%
 
6.12%
 
12/2019
 
5,882

 
5,864

 
0.7

 
5,882

WIRB-Copernicus Group, Inc.*^
Senior loan
 
L + 5.00%
 
6.00%
 
08/2022
 
9,912

 
9,815

 
1.1

 
9,812

WIRB-Copernicus Group, Inc.(4)
Senior loan
 
L + 5.00%
 
N/A(5)
 
08/2022
 
—

 
(1
)
 
—

 
(1
)
Young Innovations, Inc.*#
Senior loan
 
L + 4.25%
 
5.25%
 
01/2019
 
1,733

 
1,725

 
0.2

 
1,739

Young Innovations, Inc.*
Senior loan
 
L + 4.75%
 
5.75%
 
01/2019
 
304

 
299

 
0.1

 
308

Young Innovations, Inc.
Senior loan
 
P + 3.25%
 
6.75%
 
01/2018
 
34

 
34

 
—

 
33

 
 
 
 
 
 
 
 
 
314,488

 
309,976

 
35.4

 
311,635


See Notes to Consolidated Financial Statements.
96
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Home and Office Furnishings, Housewares, and Durable Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plano Molding Company, LLC*^#
One stop
 
L + 6.50%
 
7.50%
 
05/2021
 
$
17,934

 
$
17,796

 
1.9

%
$
16,498

Hotels, Motels, Inns, and Gaming
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Aimbridge Hospitality, LLC^
Senior loan
 
L + 4.50%
 
5.75%
 
10/2018
 
815

 
804

 
0.1

 
815

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Insurance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Captive Resources Midco, LLC*^#
One stop
 
L + 5.75%
 
6.75%
 
06/2020
 
26,127

 
25,876

 
3.0

 
26,127

Captive Resources Midco, LLC(4)
One stop
 
L + 5.75%
 
N/A(5)
 
06/2020
 
—

 
(16
)
 
—

 
—

Captive Resources Midco, LLC(4)
One stop
 
L + 5.75%
 
N/A(5)
 
06/2020
 
—

 
(17
)
 
—

 
—

Higginbotham Insurance Agency, Inc.*
Senior loan
 
L + 5.25%
 
6.25%
 
11/2021
 
1,301

 
1,290

 
0.1

 
1,303

Internet Pipeline, Inc.
One stop
 
L + 7.25%
 
8.25%
 
08/2022
 
4,910

 
4,797

 
0.6

 
4,910

Internet Pipeline, Inc.(4)
One stop
 
L + 7.25%
 
N/A(5)
 
08/2021
 
—

 
(1
)
 
—

 
—

RSC Acquisition, Inc.#
Senior loan
 
L + 5.25%
 
6.25%
 
11/2022
 
629

 
624

 
0.1

 
629

  
 
 
 
 
 
 
 
 
32,967

 
32,553

 
3.8

 
32,969

Leisure, Amusement, Motion Pictures and Entertainment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NFD Operating, LLC*
One stop
 
L + 7.00%
 
8.25%
 
06/2021
 
2,349

 
2,315

 
0.3

 
2,349

NFD Operating, LLC
One stop
 
L + 7.00%
 
N/A(5)
 
06/2021
 
—

 
—

 
—

 
—

NFD Operating, LLC(4)
One stop
 
L + 7.00%
 
N/A(5)
 
06/2021
 
—

 
(1
)
 
—

 
—

Self Esteem Brands, LLC^
Senior loan
 
L + 4.00%
 
5.00%
 
02/2020
 
2,934

 
2,924

 
0.3

 
2,934

Self Esteem Brands, LLC(4)
Senior loan
 
L + 4.00%
 
N/A(5)
 
02/2020
 
—

 
(3
)
 
—

 
—

Teaching Company, The
One stop
 
L + 6.25%
 
7.25%
 
08/2020
 
18,926

 
18,705

 
2.2

 
18,926

Teaching Company, The
One stop
 
L + 6.25%
 
7.25%
 
08/2020
 
40

 
39

 
—

 
40

Titan Fitness, LLC*
One stop
 
L + 6.50%
 
7.75%
 
09/2019
 
13,223

 
13,070

 
1.5

 
13,223

Titan Fitness, LLC
One stop
 
L + 6.50%
 
7.75%
 
09/2019
 
1,747

 
1,733

 
0.2

 
1,747

Titan Fitness, LLC
One stop
 
L + 6.50%
 
7.75%
 
09/2019
 
582

 
546

 
0.1

 
582

Titan Fitness, LLC
One stop
 
P + 5.25%
 
8.75%
 
09/2019
 
419

 
406

 
—

 
419

 
 
 
 
 
 
 
 
 
40,220

 
39,734

 
4.6

 
40,220

Mining, Steel, Iron and Non-Precious Metals
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Benetech, Inc.*
One stop
 
L + 9.00%
 
10.25%
 
10/2017
 
4,425

 
4,413

 
0.4

 
3,894

Benetech, Inc.
One stop
 
P + 7.75%
 
11.25%
 
10/2017
 
152

 
149

 
—

 
20

 
 
 
 
 
 
 
 
 
4,577

 
4,562

 
0.4

 
3,914

Oil and Gas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Drilling Info, Inc.^#(9)
One stop
 
L + 5.50%
 
6.50%
 
06/2020
 
1,806

 
1,782

 
0.2

 
1,792

Drilling Info, Inc.(9)
One stop
 
L + 5.50%
 
6.50%
 
06/2020
 
516

 
506

 
0.1

 
513

Drilling Info, Inc.(4)(9)
One stop
 
L + 5.50%
 
N/A(5)
 
06/2020
 
—

 
(1
)
 
—

 
—

 
 
 
 
 
 
 
 
 
2,322

 
2,287

 
0.3

 
2,305

Personal and Non-Durable Consumer Products
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Georgica Pine Clothiers, LLC
One Stop
 
L + 5.50%
 
6.50%
 
11/2021
 
5,736

 
5,638

 
0.7

 
5,736

Georgica Pine Clothiers, LLC^
One Stop
 
L + 5.50%
 
6.50%
 
11/2021
 
500

 
495

 
0.1

 
500

Georgica Pine Clothiers, LLC(4)
One Stop
 
L + 5.50%
 
N/A(5)
 
11/2021
 
—

 
(1
)
 
—

 
—

Massage Envy, LLC*
One Stop
 
L + 7.25%
 
8.50%
 
09/2018
 
15,151

 
15,025

 
1.7

 
15,151

Massage Envy, LLC(4)
One Stop
 
L + 7.25%
 
N/A(5)
 
09/2018
 
—

 
(6
)
 
—

 
—

Orthotics Holdings, Inc *#
One Stop
 
L + 5.00%
 
6.00%
 
02/2020
 
8,375

 
8,303

 
0.9

 
7,956

Orthotics Holdings, Inc *#(7)
One Stop
 
L + 5.00%
 
6.00%
 
02/2020
 
1,373

 
1,361

 
0.1

 
1,304

Orthotics Holdings, Inc
One Stop
 
L + 5.00%
 
6.00%
 
02/2020
 
139

 
129

 
—

 
77

Orthotics Holdings, Inc (4)
One Stop
 
L + 5.00%
 
N/A(5)
 
02/2020
 
—

 
(12
)
 
—

 
(70
)

See Notes to Consolidated Financial Statements.
97
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Personal and Non-Durable Consumer Products  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Orthotics Holdings, Inc (4)(7)
One Stop
 
L + 5.00%
 
N/A(5)
 
02/2020
 
$
—

 
$
(1
)
 
—

%
$
(7
)
Team Technologies Acquisition Company^
Senior loan
 
L + 5.00%
 
6.25%
 
12/2017
 
4,660

 
4,644

 
0.5

 
4,613

Team Technologies Acquisition Company#
Senior loan
 
L + 5.50%
 
6.75%
 
12/2017
 
859

 
854

 
0.1

 
857

Team Technologies Acquisition Company(4)
Senior loan
 
L + 5.00%
 
N/A(5)
 
12/2017
 
—

 
(1
)
 
—

 
(3
)
 
 
 
 
 
 
 
 
 
36,793

 
36,428

 
4.1

 
36,114

Personal and Non-Durable Consumer Products
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Community Veterinary Partners, LLC
One stop
 
L + 5.50%
 
6.50%
 
10/2021
 
16

 
16

 
—

 
16

Focus Brands Inc.*^
Second lien
 
L + 9.00%
 
10.25%
 
08/2018
 
9,000

 
8,965

 
1.0

 
9,000

Ignite Restaurant Group, Inc (Joe's Crab Shack)^
One stop
 
L + 7.00%
 
8.00%
 
02/2019
 
4,322

 
4,286

 
0.5

 
4,236

PetVet Care Centers LLC^
Senior loan
 
L + 4.75%
 
5.75%
 
12/2020
 
5,837

 
5,753

 
0.7

 
5,837

PetVet Care Centers LLC^
Senior loan
 
L + 4.75%
 
5.75%
 
12/2020
 
1,219

 
1,203

 
0.1

 
1,219

PetVet Care Centers LLC(4)
Senior loan
 
L + 4.75%
 
N/A(5)
 
12/2019
 
—

 
(9
)
 
—

 
—

Vetcor Professional Practices LLC*^#
One stop
 
L + 6.25%
 
7.25%
 
04/2021
 
29,043

 
28,526

 
3.3

 
29,043

Vetcor Professional Practices LLC*
One stop
 
L + 6.25%
 
7.25%
 
04/2021
 
966

 
956

 
0.1

 
966

Vetcor Professional Practices LLC
One stop
 
L + 6.25%
 
7.25%
 
04/2021
 
550

 
501

 
0.1

 
550

Vetcor Professional Practices LLC#
One stop
 
L + 6.25%
 
7.25%
 
04/2021
 
288

 
285

 
—

 
288

Vetcor Professional Practices LLC
One stop
 
L + 6.25%
 
7.25%
 
04/2021
 
236

 
234

 
—

 
236

Vetcor Professional Practices LLC(4)
One stop
 
L + 6.25%
 
N/A(5)
 
04/2021
 
—

 
(16
)
 
—

 
—

Vetcor Professional Practices LLC(4)
One stop
 
L + 6.25%
 
N/A(5)
 
04/2021
 
—

 
(4
)
 
—

 
—

Veterinary Specialists of North America, LLC*^
One stop
 
L + 5.25%
 
6.25%
 
07/2021
 
6,101

 
6,029

 
0.7

 
6,041

Veterinary Specialists of North America, LLC
One stop
 
L + 5.25%
 
6.25%
 
07/2021
 
64

 
63

 
—

 
63

Veterinary Specialists of North America, LLC(4)
One stop
 
L + 5.25%
 
N/A(5)
 
07/2021
 
—

 
(3
)
 
—

 
(3
)
Veterinary Specialists of North America, LLC(4)
One stop
 
L + 5.25%
 
N/A(5)
 
07/2021
 
—

 
(18
)
 
—

 
(13
)
Wetzel's Pretzels, LLC
One stop
 
L + 6.75%
 
7.75%
 
09/2021
 
7,064

 
6,873

 
0.8

 
6,993

Wetzel's Pretzels, LLC(4)
One stop
 
L + 6.75%
 
N/A(5)
 
09/2021
 
—

 
(1
)
 
—

 
—

  
 
 
 
 
 
 
 
 
64,706

 
63,639

 
7.3

 
64,472

Printing and Publishing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brandmuscle, Inc.#
Senior loan
 
L + 5.00%
 
6.00%
 
12/2021
 
631

 
624

 
0.1

 
636

Market Track, LLC*^#
One stop
 
L + 7.00%
 
8.00%
 
10/2019
 
28,603

 
28,354

 
3.3

 
28,603

Market Track, LLC*
One stop
 
L + 7.00%
 
8.00%
 
10/2019
 
2,175

 
2,156

 
0.2

 
2,175

Market Track, LLC#
One stop
 
L + 7.00%
 
8.00%
 
10/2019
 
2,141

 
2,126

 
0.2

 
2,141

Market Track, LLC
One stop
 
L + 7.00%
 
8.00%
 
10/2019
 
1,353

 
1,334

 
0.2

 
1,353

Market Track, LLC
One stop
 
L + 7.00%
 
8.00%
 
10/2019
 
1,284

 
1,278

 
0.1

 
1,284

Marketo, Inc.
One stop
 
L + 9.50%
 
10.50%
 
08/2021
 
9,940

 
9,649

 
1.1

 
9,791

Marketo, Inc.(4)
One stop
 
L + 9.50%
 
N/A(5)
 
08/2021
 
—

 
(2
)
 
—

 
(1
)
 
 
 
 
 
 
 
 
 
46,127

 
45,519

 
5.2

 
45,982

Retail Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Batteries Plus Holding Corporation
One stop
 
L + 6.75%
 
7.75%
 
07/2022
 
13,860

 
13,516

 
1.6

 
13,791

Batteries Plus Holding Corporation(4)
One stop
 
L + 6.75%
 
N/A(5)
 
07/2022
 
—

 
(2
)
 
—

 
(1
)
CVS Holdings I, LP*^#
One stop
 
L + 6.25%
 
7.25%
 
08/2021
 
22,283

 
21,920

 
2.5

 
21,948

CVS Holdings I, LP*
One stop
 
L + 6.25%
 
7.25%
 
08/2021
 
321

 
315

 
—

 
316

CVS Holdings I, LP(4)
One stop
 
L + 6.25%
 
N/A(5)
 
08/2020
 
—

 
(3
)
 
—

 
(3
)
CVS Holdings I, LP(4)
One stop
 
L + 6.25%
 
N/A(5)
 
08/2021
 
—

 
(8
)
 
—

 
(6
)
Cycle Gear, Inc.^
One stop
 
L + 6.50%
 
7.50%
 
01/2020
 
10,533

 
10,379

 
1.2

 
10,533


See Notes to Consolidated Financial Statements.
98
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Retail Stores  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cycle Gear, Inc.(4)
One stop
 
L + 6.50%
 
N/A(5)
 
01/2020
 
$
—

 
$
(17
)
 
—

%
$
—

Cycle Gear, Inc.(4)
One stop
 
L + 6.50%
 
N/A(5)
 
01/2020
 
—

 
(9
)
 
—

 
—

DTLR, Inc.*^
One stop
 
L + 6.50%
 
7.50%
 
10/2020
 
11,394

 
11,303

 
1.3

 
11,394

Elite Sportswear, L.P.
Senior loan
 
L + 5.00%
 
6.00%
 
03/2020
 
2,821

 
2,781

 
0.3

 
2,814

Elite Sportswear, L.P.
Senior loan
 
L + 5.25%
 
6.25%
 
03/2020
 
1,451

 
1,431

 
0.2

 
1,458

Elite Sportswear, L.P.
Senior loan
 
L + 5.25%
 
6.25%
 
03/2020
 
220

 
216

 
—

 
221

Elite Sportswear, L.P.
Senior loan
 
P + 3.75%
 
7.25%
 
03/2020
 
117

 
112

 
—

 
116

Express Oil Change, LLC
Senior loan
 
L + 5.00%
 
6.01%
 
12/2017
 
1,210

 
1,197

 
0.1

 
1,210

Express Oil Change, LLC^
Senior loan
 
L + 5.00%
 
6.00%
 
12/2017
 
473

 
470

 
0.1

 
473

Feeders Supply Company, LLC
One stop
 
L + 5.75%
 
6.75%
 
04/2021
 
4,298

 
4,211

 
0.5

 
4,298

Feeders Supply Company, LLC
Subordinated debt
 
N/A
 
12.50% cash/7.00% PIK
04/2021
 
43

 
43

 
—

 
43

Feeders Supply Company, LLC(4)
One stop
 
L + 5.75%
 
N/A(5)
 
04/2021
 
—

 
(1
)
 
—

 
—

Marshall Retail Group, LLC, The^#
One stop
 
L + 6.00%
 
7.00%
 
08/2020
 
12,207

 
12,107

 
1.3

 
11,474

Marshall Retail Group, LLC, The
One stop
 
L + 6.00%
 
7.00%
 
08/2019
 
410

 
392

 
—

 
278

Mills Fleet Farm Group LLC*^
One stop
 
L + 5.50%
 
6.50%
 
02/2022
 
4,776

 
4,641

 
0.5

 
4,776

Paper Source, Inc.*^#
One stop
 
L + 6.25%
 
7.25%
 
09/2018
 
12,757

 
12,679

 
1.5

 
12,757

Paper Source, Inc.
One stop
 
L + 6.25%
 
7.25%
 
09/2018
 
1,694

 
1,680

 
0.2

 
1,694

Paper Source, Inc.
One stop
 
P + 5.00%
 
8.50%
 
09/2018
 
339

 
331

 
—

 
339

Pet Holdings ULC*^(7)(8)
One stop
 
L + 5.50%
 
6.50%
 
07/2022
 
14,775

 
14,491

 
1.7

 
14,627

Pet Holdings ULC(7)(8)
One stop
 
P + 4.50%
 
8.00%
 
07/2022
 
37

 
35

 
—

 
36

Pet Holdings ULC(4)(7)(8)
One stop
 
L + 5.50%
 
N/A(5)
 
07/2022
 
—

 
(1
)
 
—

 
(1
)
Sneaker Villa, Inc.*^
One stop
 
L + 7.75%
 
8.75%
 
12/2020
 
12,467

 
12,361

 
1.4

 
12,467

 
 
 
 
 
 
 
 
 
128,486

 
126,570

 
14.4

 
127,052

Telecommunications
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Arise Virtual Solutions, Inc.^
One stop
 
L + 6.50%
 
7.75%
 
12/2018
 
1,382

 
1,373

 
0.2

 
1,313

Arise Virtual Solutions, Inc.(4)
One stop
 
L + 6.50%
 
N/A(5)
 
12/2018
 
—

 
(1
)
 
—

 
(4
)
Hosting.com Inc.*
Senior loan
 
L + 4.50%
 
5.75%
 
12/2017
 
720

 
717

 
0.1

 
720

Hosting.com Inc.
Senior loan
 
L + 4.50%
 
5.75%
 
12/2017
 
82

 
81

 
—

 
82

  
 
 
 
 
 
 
 
 
2,184

 
2,170

 
0.3

 
2,111

Textile and Leather
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

SHO Holding I Corporation*
Senior loan
 
L + 5.00%
 
6.00%
 
10/2022
 
2,062

 
2,016

 
0.2

 
2,062

SHO Holding I Corporation(4)
Senior loan
 
L + 4.00%
 
N/A(5)
 
10/2021
 
—

 
(1
)
 
—

 
(1
)
  
 
 
 
 
 
 
 
 
2,062

 
2,015

 
0.2

 
2,061

Utilities
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Arcos, LLC
One stop
 
L + 6.50%
 
7.50%
 
02/2021
 
4,014

 
3,944

 
0.5

 
4,014

Arcos, LLC
One stop
 
L + 6.50%
 
N/A(5)
 
02/2021
 
—

 
—

 
—

 
—

PowerPlan Holdings, Inc.*#
Senior loan
 
L + 4.75%
 
5.75%
 
02/2022
 
6,790

 
6,699

 
0.8

 
6,790

PowerPlan Holdings, Inc.(4)
Senior loan
 
L + 4.75%
 
N/A(5)
 
02/2021
 
—

 
(6
)
 
—

 
—

  
 
 
 
 
 
 
 
 
10,804

 
10,637

 
1.3

 
10,804

Total non-controlled/non-affiliate company debt investments
 
 
 
 
 
$
1,505,637

 
$
1,485,448

 
169.2

%
$
1,487,093

 
  
 
  
 
  
 
  
 


 
  

 
  

 
 
Equity Investments (10)(11)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aerospace and Defense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NTS Technical Systems
Common stock
 
N/A
 
N/A
 
N/A
 
2

 
$
1,506

 
0.2

 
$
1,317

Tresys Technology Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
295

 
295

 
—

 
—

Whitcraft LLC
Warrant
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
232

Whitcraft LLC
Preferred stock B
 
N/A
 
N/A
 
N/A
 
1

 
670

 
0.1

 
1,194

 
 
 
 
 
 
 
 
 
 
 
2,471

 
0.3

 
2,743


See Notes to Consolidated Financial Statements.
99
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Automobile
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
K&N Engineering, Inc.
Preferred stock A
 
N/A
 
N/A
 
N/A
 
—

 
$
—

 
—

%
$
27

K&N Engineering, Inc.
Preferred stock B
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
27

K&N Engineering, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
213

Polk Acquisition Corp.
LP interest
 
N/A
 
N/A
 
N/A
 
1

 
144

 
0.1

 
144

 
 
 
 
 
 
 
 
 
 
 
144

 
0.1

 
411

Beverage, Food and Tobacco
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Atkins Nutritionals, Inc
LLC interest
 
N/A
 
N/A
 
N/A
 
57

 
746

 
0.3

 
2,630

Benihana, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
43

 
699

 
0.1

 
501

C. J. Foods, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
157

 
—

 
309

First Watch Restaurants, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
9

 
964

 
0.2

 
1,712

Hopdoddy Holdings, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
27

 
130

 
—

 
50

Hopdoddy Holdings, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
12

 
36

 
—

 
14

Julio & Sons Company
LLC interest
 
N/A
 
N/A
 
N/A
 
521

 
521

 
0.1

 
801

Purfoods, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
381

 
381

 
—

 
381

Richelieu Foods, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
220

 
220

 
0.1

 
588

Rubio's Restaurants, Inc.
Preferred stock A
 
N/A
 
N/A
 
N/A
 
2

 
945

 
0.3

 
2,625

Tate's Bake Shop, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
462

 
428

 
0.1

 
483

Uinta Brewing Company
LP interest
 
N/A
 
N/A
 
N/A
 
462

 
462

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
5,689

 
1.2

 
10,094

Buildings and Real Estate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brooks Equipment Company, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
10

 
1,021

 
0.1

 
1,248

Chemicals, Plastics and Rubber
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Flexan, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
73

 
—

 
75

Flexan, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
73

 
—

 
75

Diversified Conglomerate Manufacturing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chase Industries, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
1,186

 
0.2

 
1,666

Inventus Power, Inc
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
370

 
—

 
137

Inventus Power, Inc
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
—

Reladyne, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
249

 
—

 
249

Sunless Merger Sub, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
160

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
1,965

 
0.2

 
2,052

Diversified Conglomerate Service
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Actiance, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
344

 
95

 
—

 
99

Agility Recovery Solutions Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
67

 
341

 
0.1

 
610

Bomgar Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
100

 
108

 
—

 
108

Bomgar Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
72

 
1

 
—

 
1

DISA Holdings Acquisition Subsidiary Corp.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
154

 
—

 
43

HealthcareSource HR, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
348

 
—

 
323

Host Analytics, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
180

 
—

 
—

 
155

Marathon Data Operating Co., LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
264

 
0.1

 
385

Marathon Data Operating Co., LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
264

 
—

 
—

Project Alpha Intermediate Holding, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
417

 
—

 
417

Project Alpha Intermediate Holding, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
103

 
4

 
—

 
4

Secure-24, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
263

 
263

 
0.1

 
445

Steelwedge Software, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
36,575

 
76

 
—

 
84

TA MHI Buyer, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
202

 
—

 
260

Vendavo, Inc.
Preferred stock A
 
N/A
 
N/A
 
N/A
 
827

 
827

 
0.1

 
852

Vitalyst, LLC
Preferred stock A
 
N/A
 
N/A
 
N/A
 
—

 
61

 
—

 
44


See Notes to Consolidated Financial Statements.
100
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Diversified Conglomerate Service  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vitalyst, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
$
7

 
—

%
$
—

Workforce Software, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
308

 
308

 
0.1

 
308

Xmatters, Inc. and Alarmpoint, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
40

 
32

 
—

 
32

 
 
 
 
 
 
 
 
 
 
 
3,772

 
0.5

 
4,170

Ecological
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pace Analytical Services, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
277

 
—

 
277

 
 
 
 
 
 
 
 
 
 
 
277

 
—

 
277

Electronics
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diligent Corporation
Preferred stock
 
N/A
 
N/A
 
N/A
 
83

 
83

 
—

 
83

ECI Acquisition Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
9

 
873

 
0.1

 
1,130

Gamma Technologies, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
134

 
—

 
188

SEI, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
340

 
340

 
—

 
317

Sloan Company, Inc., The
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
122

 
—

 
23

Sloan Company, Inc., The
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
14

 
—

 
—

Sparta Holding Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
567

 
0.1

 
688

Sparta Holding Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
235

 
6

 
—

 
162

Syncsort Incorporated
Preferred stock
 
N/A
 
N/A
 
N/A
 
90

 
226

 
0.1

 
313

 
 
 
 
 
 
 
 
 
 
 
2,365

 
0.3

 
2,904

Grocery
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MyWebGrocer, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
1,418

 
1,446

 
0.2

 
2,038

MyWebGrocer, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
71

 
165

 
—

 
267

 
 
 
 
 
 
 
 
 
 
 
1,611

 
0.2

 
2,305

Healthcare, Education and Childcare
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Active Day, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
1

 
614

 
0.1

 
706

ADCS Clinics Intermediate Holdings, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
1

 
579

 
0.1

 
579

ADCS Clinics Intermediate Holdings, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
6

 
—

 
6

Advanced Pain Management Holdings, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
8

 
829

 
0.1

 
382

Advanced Pain Management Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
67

 
67

 
—

 
—

Advanced Pain Management Holdings, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
1

 
64

 
—

 
199

BIORECLAMATIONIVT, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
365

 
0.1

 
399

California Cryobank, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
28

 
—

 
31

California Cryobank, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
—

Certara L.P.
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
635

 
0.1

 
1,266

DCA Investment Holding, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
6,386

 
864

 
0.1

 
940

DCA Investment Holding, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
65

 
9

 
—

 
146

Deca Dental Management LLC
LLC units
 
N/A
 
N/A
 
N/A
 
357

 
357

 
—

 
392

Dental Holdings Corporation
LLC units
 
N/A
 
N/A
 
N/A
 
734

 
775

 
0.1

 
925

Encore GC Acquisition, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
14

 
182

 
—

 
200

Encore GC Acquisition, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
14

 
—

 
—

 
36

G & H Wire Company, Inc
LP interest
 
N/A
 
N/A
 
N/A
 
102

 
102

 
—

 
107

Global Healthcare Exchange, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
287

 
—

 
289

Global Healthcare Exchange, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
5

 
0.1

 
350

IntegraMed America, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
458

 
—

 
51

IntegraMed America, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
417

 
0.1

 
404

Katena Holdings, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
387

 
0.1

 
459

Lombart Brothers, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
106

 
—

 
106

Northwestern Management Services, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
249

 
—

 
335

Northwestern Management Services, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
3

 
3

 
—

 
215

Oliver Street Dermatology Holdings, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
234

 
234

 
—

 
234


See Notes to Consolidated Financial Statements.
101
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Healthcare, Education and Childcare  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pentec Acquisition Sub, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
1

 
$
116

 
—

%
$
238

Pinnacle Treatment Centers, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
2

 
221

 
—

 
221

Pinnacle Treatment Centers, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
2

 
—

 
2

Radiology Partners, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
43

 
85

 
—

 
149

Reliant Pro ReHab, LLC
Preferred stock A
 
N/A
 
N/A
 
N/A
 
2

 
183

 
0.1

 
998

RXH Buyer Corporation
LP interest
 
N/A
 
N/A
 
N/A
 
7

 
683

 
0.1

 
376

Southern Anesthesia and Surgical
LLC units
 
N/A
 
N/A
 
N/A
 
487

 
487

 
0.1

 
594

Spear Education, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
62

 
—

 
65

Spear Education, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
1

 
—

 
41

SSH Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
40

 
—

 
92

Surgical Information Systems, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
4

 
414

 
0.1

 
482

U.S. Renal Care, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
1

 
2,665

 
0.3

 
2,979

Young Innovations, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
236

 
0.1

 
315

Young Innovations, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
2

 
—

 
—

 
343

 
 
 
 
 
 
 
 
 
 
 
12,817

 
1.8

 
15,652

Insurance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Captive Resources Midco, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
—

 
0.1

 
186

Internet Pipeline, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
98

 
—

 
113

Internet Pipeline, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
43

 
1

 
—

 
35

 
 
 
 
 
 
 
 
 
 
 
99

 
0.1

 
334

Leisure, Amusement, Motion Pictures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  and Entertainment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LMP TR Holdings, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
712

 
712

 
0.1

 
782

Titan Fitness, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
6

 
712

 
0.1

 
777

 
 
 
 
 
 
 
 
 
 
 
1,424

 
0.2

 
1,559

Personal and Non-Durable Consumer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Products
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
C.B. Fleet Company, Incorporated
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
134

 
0.1

 
270

Georgica Pine Clothiers, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
11

 
106

 
—

 
116

Massage Envy, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
749

 
749

 
0.1

 
1,149

Team Technologies Acquisition Company
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
114

 
—

 
246

 
 
 
 
 
 
 
 
 
 
 
1,103

 
0.2

 
1,781

Personal, Food and Miscellaneous Services
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Community Veterinary Partners, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
114

 
—

 
144

R.G. Barry Corporation
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
161

 
—

 
156

Vetcor Professional Practices LLC
LLC units
 
N/A
 
N/A
 
N/A
 
766

 
525

 
0.1

 
536

Vetcor Professional Practices LLC
LLC units
 
N/A
 
N/A
 
N/A
 
85

 
85

 
0.1

 
624

Veterinary Specialists of North America, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
106

 
—

 
106

Wetzel's Pretzels, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
160

 
—

 
160

 
 
 
 
 
 
 
 
 
 
 
1,151

 
0.2

 
1,726

Printing and Publishing
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brandmuscle, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
240

 
—

 
273

Market Track, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
145

 
—

 
215

Market Track, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
145

 
0.1

 
344

 
 
 
 
 
 
 
 
 
 
 
530

 
0.1

 
832

Retail Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barcelona Restaurants, LLC
LP interest
 
N/A
 
N/A
 
N/A
 
1,996

 
—

 
0.6

 
5,507

Batteries Plus Holding Corporation
LLC units
 
N/A
 
N/A
 
N/A
 
5

 
529

 
0.1

 
529

Cycle Gear, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
19

 
248

 
—

 
397


See Notes to Consolidated Financial Statements.
102
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Retail Stores  – (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DentMall MSO, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
$
97

 
—

%
$
—

DentMall MSO, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
—

 
—

 
—

Elite Sportswear, L.P.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
83

 
—

 
111

Express Oil Change, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
81

 
81

 
—

 
272

Feeders Supply Company, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
2

 
155

 
—

 
155

Feeders Supply Company, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
—

Marshall Retail Group LLC, The
LLC units
 
N/A
 
N/A
 
N/A
 
15

 
154

 
—

 
46

Paper Source, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
8

 
1,387

 
0.2

 
1,423

Pet Holdings ULC(7)(8)
LP interest
 
N/A
 
N/A
 
N/A
 
455

 
387

 
—

 
351

RCP PetPeople LP
LP interest
 
N/A
 
N/A
 
N/A
 
889

 
889

 
0.2

 
1,556

Sneaker Villa, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
4

 
411

 
0.1

 
541

 
 
 
 
 
 
 
 
 
 
 
4,421

 
1.2

 
10,888

Utilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PowerPlan Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
303

 
0.1

 
349

PowerPlan Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
151

 
3

 
—

 
273

 
 
 
 
 
 
 
 
 
 
 
306

 
0.1

 
622

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled/non-affiliate company equity investments
 
 
 
 
 
 
 
$
41,239

 
6.8

%
$
59,673

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled/non-affiliate company investments
 
 
 
 
 
$
1,505,637

 
$
1,526,687

 
176.0

%
$
1,546,766

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-controlled affiliate company investments(12)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leisure, Amusement, Motion Pictures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 and Entertainment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Competitor Group, Inc.*#(7)
One stop
 
L + 9.25%
 
5.00% cash/5.50% PIK
 
11/2018
 
9,233

 
8,837

 
1.0

 
8,540

Competitor Group, Inc.(7)
One stop
 
L + 9.25%
 
5.00% cash/5.50% PIK
 
11/2018
 
1,095

 
1,063

 
0.1

 
1,013

Competitor Group, Inc.(7)
One stop
 
L + 9.25%
 
5.00% cash/5.50% PIK
 
11/2018
 
6

 
6

 
—

 
6

 
 
 
 
 
 
 
 
 
10,334

 
9,906

 
1.1

 
9,559

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled affiliate company debt investments
 
 
 
 
 
$
10,334

 
$
9,906

 
1.1

%
$
9,559

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Investments (10)(11)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leisure, Amusement, Motion Pictures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 and Entertainment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Competitor Group, Inc.*#(7)
Preferred stock
 
N/A
 
N/A
 
N/A
 
4

 
$
4,226

 
—

 
$
59

Competitor Group, Inc.(7)
LLC interest
 
N/A
 
N/A
 
N/A
 
1

 
714

 
—

 
—

Competitor Group, Inc.*#(7)
Common stock
 
N/A
 
N/A
 
N/A
 
27

 
—

 
—

 
—

 
 
 
 
 
 
 
 
 
 
 
$
4,940

 
—

 
$
59

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled affiliate company equity investments
 
 
 
 
 
 
 
$
4,940

 
—

%
$
59

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total non-controlled affiliate company investments
 
 
 
 
 
$
10,334

 
$
14,846

 
1.1

%
$
9,618

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

See Notes to Consolidated Financial Statements.
103
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Principal/Par
Amount(3)
 
Amortized Cost
 
Percentage
of Net
Assets
 
Fair
Value
Controlled affiliate company investments(13)
 
 
 
 
 
 
 
 
 
 
 
 
Debt investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Funds and Vehicles
 
 
 
 
 
 
 
 
  
 
  
 
 
 
  
Senior Loan Fund LLC(7)
Subordinated debt
 
L + 8.00%
 
8.47%
 
05/2020
 
$
77,301

 
$
77,301

 
8.8

%
$
77,301

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total controlled affiliate company debt investments
 
 
 
 
 
$
77,301

 
$
77,301

 
8.8

%
$
77,301

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Investments(10)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Funds and Vehicles
 
 
 
 
 
 
 
 
  
 
  
 
 
 
  
Senior Loan Fund LLC(7)
LLC interest
 
N/A
 
N/A
 
N/A
 
 
 
$
31,339

 
3.1

%
$
26,927

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total controlled affiliate company equity investments
 
 
 
 
 
 
 
$
31,339

 
3.1

%
$
26,927

 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
Total controlled affiliate company investments
 
 
 
 
 
$
77,301

 
$
108,640

 
11.9

%
$
104,228

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total investments
 
 
 
 
 
$
1,593,272

 
$
1,650,173

 
189.0

%
$
1,660,612

 
 
 
 
 
 
 
 
 
 
 
Cash, Restricted Cash and Cash Equivalents
 
 
 
 
 
 
  
 
  

 
  

 
  

 
  

Cash and Restricted Cash
 
 
 
  
 
  

 
$
45,259

 
5.1

%
$
45,259

BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718)
 
0.21% (14)
 
  
 
  

 
44,281

 
5.0

 
44,281

Total Cash, Restricted Cash and Cash Equivalents
 
 
 
 
$
89,540

 
10.1

%
$
89,540

 
 
 
 
 
 
 
 
 
 
 
Total Investments and Cash, Restricted Cash and Cash Equivalents
 
 
 
 
 
 
 
$
1,739,713

 
199.1

%
$
1,750,152

 
 
* 
 
Denotes that all or a portion of the loan secures the notes offered in the 2010 Debt Securitization (as defined in Note 7).
^ 
 
Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 7).
# 
 
Denotes that all or a portion of the loan collateralized the Credit Facility (as defined in Note 7).
(1) 
The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L") or Prime ("P") and which reset daily, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at September 30, 2016. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.
(2) 
For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect at September 30, 2016.
(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 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.
(5) 
The entire commitment was unfunded at September 30, 2016. As such, no interest is being earned on this investment.
(6) 
Loan was on non-accrual status as of September 30, 2016, meaning that the Company has ceased recognizing interest income on the loan.
(7) 
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not 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, 2016, total non-qualifying assets at fair value represented 7.4% of the Company's assets calculated in accordance with the 1940 Act.
(8) 
The headquarters of this portfolio company is located in Canada.
(9) 
The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 - Transfers and Servicing, and therefore, the entire one stop loan asset remains in the Consolidated Schedule of Investments. (See Note 7 in the accompanying notes to the consolidated financial statements.)
(10) 
Non-income producing securities.
(11) 
Ownership of certain equity investments may occur through a holding company or partnership.
(12) 
As defined in the 1940 Act, the Company is deemed to be an "Affiliated Person" of the company as the Company along with affiliated entities owns five percent or more of the portfolio company's securities.

See Notes to Consolidated Financial Statements.
104
Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments - (continued)
September 30, 2016
(In thousands)

(13) 
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Note 5 in the accompanying notes to the consolidated financial statements for transactions during the year ended September 30, 2016 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.
(14) 
The rate shown is the annualized seven-day yield as of September 30, 2016.


See Notes to Consolidated Financial Statements.
105

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Investments
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

United States
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Debt investments
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Aerospace and Defense
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

ILC Dover, LP
One stop
 
P + 6.00%
 
9.25
% 
03/2019
 
$
781

 
$
769

 
0.1
%
 
$
697

ILC Dover, LP*^
One stop
 
L + 7.00%
 
8.00
% 
03/2020
 
18,124

 
17,941

 
2.1

 
16,855

ILC Industries, Inc.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
07/2020
 
—

 
(22
)
 
—

 
(94
)
ILC Industries, Inc.*^
One stop
 
L + 6.00%
 
7.00
% 
07/2020
 
22,670

 
22,527

 
2.7

 
22,386

NTS Technical Systems(3)
One stop
 
L + 6.00%
 
N/A
(5) 
06/2021
 
—

 
(47
)
 
—

 
—

NTS Technical Systems(3)
One stop
 
L + 6.00%
 
N/A
(5) 
06/2021
 
—

 
(100
)
 
—

 
—

NTS Technical Systems*^
One stop
 
L + 6.00%
 
7.00
% 
06/2021
 
26,441

 
26,001

 
3.3

 
26,441

Tresys Technology Holdings, Inc.
One stop
 
L + 6.75%
 
8.00
% 
12/2017
 
349

 
345

 
—

 
349

Tresys Technology Holdings, Inc.(6)
One stop
 
L + 6.75%
 
8.00
% 
12/2017
 
3,899

 
3,845

 
0.1

 
1,170

Whitcraft LLC
One stop
 
P + 5.25%
 
8.50
% 
05/2020
 
3

 
2

 
—

 
2

Whitcraft LLC^
One stop
 
L + 6.50%
 
7.50
% 
05/2020
 
13,640

 
13,513

 
1.7

 
13,505

  
 
 
 
 
 
 
 
 
85,907

 
84,774

 
10.0

 
81,311

Automobile
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

American Driveline Systems, Inc.
Senior loan
 
P + 4.50%
 
7.75
% 
03/2020
 
57

 
50

 
—

 
57

American Driveline Systems, Inc.*
Senior loan
 
L + 5.50%
 
6.50
% 
03/2020
 
1,817

 
1,763

 
0.2

 
1,817

CH Hold Corp. (Caliber Collision)
Senior loan
 
L + 4.75%
 
5.75
% 
11/2019
 
333

 
330

 
0.1

 
333

CH Hold Corp. (Caliber Collision)
Senior loan
 
L + 4.75%
 
5.75
% 
11/2019
 
1,862

 
1,846

 
0.2

 
1,862

Dent Wizard International Corporation*
Senior loan
 
L + 4.75%
 
5.75
% 
04/2020
 
2,585

 
2,572

 
0.3

 
2,566

Integrated Supply Network, LLC
Senior loan
 
P + 4.00%
 
6.87
% 
02/2020
 
347

 
338

 
0.1

 
347

Integrated Supply Network, LLC*
Senior loan
 
L + 5.25%
 
6.25
% 
02/2020
 
5,662

 
5,590

 
0.7

 
5,662

K&N Engineering, Inc.^
Senior loan
 
L + 4.25%
 
5.25
% 
07/2019
 
136

 
122

 
—

 
132

K&N Engineering, Inc.(3)
Senior loan
 
L + 4.25%
 
N/A
(5) 
07/2019
 
—

 
(4
)
 
—

 
(5
)
K&N Engineering, Inc.^
Senior loan
 
L + 4.25
 
5.25
 
07/2019
 
2,883

 
2,844

 
0.3

 
2,797

  
 
 
 
 
 
 
 
 
15,682

 
15,451

 
1.9

 
15,568

Banking
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

HedgeServ Holding L.P.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
02/2019
 
—

 
(6
)
 
—

 
—

HedgeServ Holding L.P.^
One stop
 
L + 8.00%
 
7.00% cash/2.00% PIK
02/2019
 
17,177

 
17,065

 
2.2

 
17,177

  
 
 
 
 
 
 
 
 
17,177

 
17,059

 
2.2

 
17,177

Beverage, Food and Tobacco
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Abita Brewing Co., L.L.C.(3)
One stop
 
L + 5.75%
 
N/A
(5) 
04/2021
 
—

 
(1
)
 
—

 
—

Abita Brewing Co., L.L.C.
One stop
 
L + 5.75%
 
6.75
% 
04/2021
 
8,074

 
7,924

 
1.0

 
8,074

ABP Corporation
Senior loan
 
P + 3.50%
 
7.25
% 
09/2018
 
167

 
162

 
—

 
167

ABP Corporation*
Senior loan
 
L + 4.75%
 
6.00
% 
09/2018
 
4,746

 
4,697

 
0.6

 
4,746

American Seafoods Group LLC
Senior loan
 
L + 5.00%
 
6.00
% 
08/2021
 
5,001

 
4,952

 
0.6

 
4,976

Atkins Nutritionals, Inc*^
One stop
 
L + 5.00%
 
6.25
% 
01/2019
 
17,490

 
17,314

 
2.2

 
17,512

Atkins Nutritionals, Inc*^
One stop
 
L + 8.50%
 
9.75
% 
04/2019
 
21,636

 
21,396

 
2.7

 
21,733

C. J. Foods, Inc.(3)
One stop
 
L + 5.50%
 
N/A
(5) 
05/2019
 
—

 
(9
)
 
—

 
—

C. J. Foods, Inc.(3)
One stop
 
L + 5.50%
 
N/A
(5) 
05/2019
 
—

 
(7
)
 
—

 
—

C. J. Foods, Inc.
One stop
 
L + 5.50%
 
6.50
% 
05/2019
 
3,192

 
3,157

 
0.4

 
3,192

Candy Intermediate Holdings, Inc. (Ferrara Candy)^
Senior loan
 
L + 6.25%
 
7.50
% 
06/2018
 
4,838

 
4,761

 
0.6

 
4,801

Firebirds International, LLC
One stop
 
L + 5.75%
 
7.00
% 
05/2018
 
304

 
300

 
—

 
304

Firebirds International, LLC(3)
One stop
 
L + 5.75%
 
N/A
(5) 
05/2018
 
—

 
(3
)
 
—

 
—

Firebirds International, LLC(3)
One stop
 
L + 5.75%
 
N/A
(5) 
05/2018
 
—

 
(1
)
 
—

 
—

Firebirds International, LLC*
One stop
 
L + 5.75%
 
7.00
% 
05/2018
 
1,085

 
1,074

 
0.1

 
1,085

 
See Notes to Consolidated Financial Statements.

106

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Beverage, Food and Tobacco – (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

First Watch Restaurants, Inc.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
12/2020
 
$
—

 
$
(12
)
 
—
%
 
$
—

First Watch Restaurants, Inc.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
12/2020
 
—

 
(12
)
 
—

 
—

First Watch Restaurants, Inc.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
12/2020
 
—

 
(10
)
 
—

 
—

First Watch Restaurants, Inc.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
12/2020
 
—

 
(9
)
 
—

 
—

First Watch Restaurants, Inc.*^
One stop
 
L + 6.00%
 
7.00
% 
12/2020
 
25,860

 
25,598

 
3.2

 
25,860

Hopdoddy Holdings, LLC(3)
One stop
 
L + 8.00%
 
N/A
(5) 
08/2020
 
—

 
(3
)
 
—

 
(3
)
Hopdoddy Holdings, LLC
One stop
 
L + 8.00%
 
N/A
(5) 
08/2020
 
—

 
—

 
—

 
—

Hopdoddy Holdings, LLC
One stop
 
L + 8.00%
 
9.00
% 
08/2020
 
666

 
653

 
0.1

 
660

IT'SUGAR LLC
Senior loan
 
L + 8.50%
 
10.00
% 
04/2018
 
7,489

 
7,393

 
0.9

 
7,489

IT'SUGAR LLC
Subordinated debt
 
N/A
 
5.00
% 
10/2017
 
1,707

 
1,707

 
0.2

 
1,715

Northern Brewer, LLC
One stop
 
P + 7.25%
 
8.50% cash/2.00% PIK
02/2018
 
697

 
688

 
0.1

 
558

Northern Brewer, LLC
One stop
 
P + 7.25%
 
8.50% cash/2.00% PIK
02/2018
 
6,394

 
6,305

 
0.6

 
5,116

Surfside Coffee Company LLC
One stop
 
L + 5.25%
 
6.25
% 
06/2020
 
132

 
122

 
—

 
122

Surfside Coffee Company LLC
One stop
 
L + 5.25%
 
6.25
% 
06/2020
 
10

 
10

 
—

 
10

Surfside Coffee Company LLC^
One stop
 
L + 5.25%
 
6.25
% 
06/2020
 
4,515

 
4,472

 
0.6

 
4,470

Uinta Brewing Company
One stop
 
L + 6.00%
 
7.00
% 
08/2019
 
385

 
379

 
—

 
362

Uinta Brewing Company^
One stop
 
L + 6.00%
 
7.00
% 
08/2019
 
3,203

 
3,178

 
0.4

 
3,107

United Craft Brews LLC
One stop
 
L + 6.25%
 
7.25
% 
03/2020
 
542

 
527

 
0.1

 
542

United Craft Brews LLC
One stop
 
L + 6.25%
 
7.25
% 
03/2020
 
68

 
53

 
—

 
68

United Craft Brews LLC
One stop
 
L + 6.25%
 
7.25
% 
03/2020
 
12,158

 
11,916

 
1.5

 
12,158

  
 
 
 
 
 
 
 
 
130,359

 
128,671

 
15.9

 
128,824

Broadcasting and Entertainment
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

TouchTunes Interactive Networks, Inc.^
Senior loan
 
L + 4.75%
 
5.75
% 
05/2021
 
1,492

 
1,485

 
0.2

 
1,496

Building and Real Estate
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Accruent, LLC*
One stop
 
L + 6.25%
 
7.27
% 
11/2019
 
4,721

 
4,682

 
0.6

 
4,721

Brooks Equipment Company, LLC(3)
One stop
 
L + 5.75%
 
N/A
(5) 
08/2020
 
—

 
(16
)
 
—

 
—

Brooks Equipment Company, LLC*^
One stop
 
L + 5.75%
 
6.75
% 
08/2020
 
24,967

 
24,661

 
3.1

 
24,967

ITEL Laboratories, Inc.(3)
Senior loan
 
L + 4.75%
 
N/A
(5) 
06/2018
 
—

 
(1
)
 
—

 
—

ITEL Laboratories, Inc.*
Senior loan
 
L + 4.75%
 
6.00
% 
06/2018
 
697

 
692

 
0.1

 
697

  
 
 
 
 
 
 
 
 
30,385

 
30,018

 
3.8

 
30,385

Chemicals, Plastics and Rubber
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Flexan, LLC(3)
One stop
 
L + 5.25%
 
N/A
(5) 
02/2020
 
—

 
(6
)
 
—

 
—

Flexan, LLC
One stop
 
L + 5.25%
 
6.25
% 
02/2020
 
6,152

 
6,099

 
0.8

 
6,152

Flexan, LLC
One stop
 
L + 5.25%
 
N/A
(5) 
02/2020
 
—

 
—

 
—

 
—

  
 
 
 
 
 
 
 
 
6,152

 
6,093

 
0.8

 
6,152

Containers, Packaging and Glass
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Fort Dearborn Company*^
Senior loan
 
L + 4.25%
 
5.25
% 
10/2017
 
567

 
565

 
0.1

 
567

Fort Dearborn Company*^
Senior loan
 
L + 4.75%
 
5.77
% 
10/2018
 
2,612

 
2,599

 
0.3

 
2,612

Packaging Coordinators, Inc.*^
Senior loan
 
L + 4.25%
 
5.25
% 
08/2021
 
14,850

 
14,724

 
1.8

 
14,786

Packaging Coordinators, Inc.
Second lien
 
L + 8.00%
 
9.00
% 
08/2022
 
10,000

 
9,913

 
1.2

 
9,850

  
 
 
 
 
 
 
 
 
28,029

 
27,801

 
3.4

 
27,815

Diversified Conglomerate Manufacturing
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Chase Industries, Inc.
One stop
 
L + 5.75%
 
6.83
% 
09/2020
 
3,393

 
3,353

 
0.4

 
3,393

Chase Industries, Inc.
One stop
 
P + 4.50%
 
7.75
% 
09/2020
 
234

 
216

 
—

 
234

Chase Industries, Inc.*^
One stop
 
L + 5.75%
 
6.75
% 
09/2020
 
20,880

 
20,706

 
2.6

 
20,880

Harvey Tool Company, LLC
Senior loan
 
L + 5.00%
 
N/A
(5) 
03/2019
 
—

 
—

 
—

 
—

See Notes to Consolidated Financial Statements.

107

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Diversified Conglomerate Manufacturing –  (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Harvey Tool Company, LLC*
Senior loan
 
L + 5.00%
 
6.00
% 
03/2020
 
$
3,131

 
$
3,100

 
0.4
%
 
$
3,100

ICC-Nexergy, Inc(3)
One stop
 
L + 5.50%
 
N/A
(5) 
04/2020
 
—

 
(3
)
 
—

 
—

ICC-Nexergy, Inc^
One stop
 
L + 5.50%
 
6.50
% 
04/2020
 
8,590

 
8,535

 
1.1

 
8,590

Onicon Incorporated(3)
One stop
 
L + 6.00%
 
N/A
(5) 
04/2020
 
—

 
(6
)
 
—

 
—

Onicon Incorporated*
One stop
 
L + 6.00%
 
7.00
% 
04/2020
 
9,286

 
9,212

 
1.2

 
9,286

Plex Systems, Inc.(3)
One stop
 
L + 7.50%
 
N/A
(5) 
06/2018
 
—

 
(26
)
 
—

 
—

Plex Systems, Inc.*^
One stop
 
L + 7.50%
 
8.75
% 
06/2018
 
18,797

 
18,431

 
2.3

 
18,797

Sunless Merger Sub, Inc.
Senior loan
 
P + 4.00%
 
7.25
% 
07/2016
 
59

 
58

 
—

 
32

Sunless Merger Sub, Inc.*
Senior loan
 
L + 5.25%
 
6.50
% 
07/2016
 
1,651

 
1,647

 
0.1

 
1,156

  
 
 
 
 
 
 
 
 
66,021

 
65,223

 
8.1

 
65,468

Diversified Conglomerate Service
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Accellos, Inc.(3)
One stop
 
L + 5.75%
 
N/A
(5) 
07/2020
 
—

 
(17
)
 
—

 
—

Accellos, Inc.*^
One stop
 
L + 5.75%
 
6.75
% 
07/2020
 
32,121

 
31,804

 
3.9

 
32,121

Actiance, Inc.
One stop
 
L + 9.00%
 
N/A
(5) 
04/2018
 
—

 
—

 
—

 
—

Actiance, Inc.*^
One stop
 
L + 9.00%
 
10.00
% 
04/2018
 
2,502

 
2,410

 
0.3

 
2,502

Aderant North America, Inc.^
Senior loan
 
L + 4.25%
 
5.25
% 
12/2018
 
446

 
442

 
0.1

 
446

Agility Recovery Solutions Inc.(3)
One stop
 
L + 6.50%
 
N/A
(5) 
03/2020
 
—

 
(6
)
 
—

 
—

Agility Recovery Solutions Inc.*^
One stop
 
L + 6.50%
 
7.50
% 
03/2020
 
10,352

 
10,260

 
1.3

 
10,352

Bomgar Corporation(3)
One stop
 
L + 6.00%
 
N/A
(5) 
09/2020
 
—

 
(20
)
 
—

 
(15
)
Bomgar Corporation*
One stop
 
L + 6.00%
 
7.00
% 
09/2020
 
29,638

 
29,158

 
3.6

 
29,416

Daxko, LLC(3)
One stop
 
L + 5.00%
 
N/A
(5) 
03/2019
 
—

 
(18
)
 
—

 
—

Daxko, LLC*
One stop
 
L + 5.00%
 
6.00
% 
03/2019
 
15,528

 
15,327

 
1.9

 
15,528

DTI Holdco, Inc.
Senior loan
 
L + 5.00%
 
6.00
% 
08/2020
 
8,527

 
8,447

 
1.0

 
8,271

HealthcareSource HR, Inc.(3)
One stop
 
L + 6.75%
 
N/A
(5) 
05/2020
 
—

 
(2
)
 
—

 
—

HealthcareSource HR, Inc.
One stop
 
L + 6.75%
 
7.75
% 
05/2020
 
17,903

 
17,508

 
2.2

 
17,903

Host Analytics, Inc.(3)
One stop
 
N/A
 
N/A
(5) 
02/2020
 
—

 
(6
)
 
—

 
—

Host Analytics, Inc.
One stop
 
N/A
 
8.50% cash/2.25% PIK
02/2020
 
2,960

 
2,914

 
0.4

 
2,960

Integration Appliance, Inc.
One stop
 
L + 8.25%
 
9.50
% 
09/2018
 
899

 
890

 
0.1

 
899

Integration Appliance, Inc.*
One stop
 
L + 8.25%
 
9.50
% 
09/2020
 
719

 
709

 
0.1

 
719

Integration Appliance, Inc.
One stop
 
L + 8.25%
 
9.50
% 
06/2019
 
7,914

 
7,766

 
1.0

 
7,914

Integration Appliance, Inc.
One stop
 
L + 8.25%
 
9.50
% 
09/2018
 
5,396

 
5,315

 
0.7

 
5,396

Mediaocean LLC(3)
Senior loan
 
L + 4.50%
 
N/A
(5) 
08/2020
 
—

 
(1
)
 
—

 
—

Mediaocean LLC
Senior loan
 
L + 4.75%
 
5.75
% 
08/2022
 
3,000

 
2,934

 
0.4

 
2,970

NetSmart Technologies, Inc.
One stop
 
P + 4.25%
 
7.50
% 
02/2019
 
340

 
323

 
—

 
340

NetSmart Technologies, Inc.*^
One stop
 
L + 5.25%
 
6.25
% 
02/2019
 
14,816

 
14,690

 
1.8

 
14,816

PC Helps Support, LLC
Senior loan
 
P + 4.25%
 
7.50
% 
09/2017
 
66

 
65

 
—

 
62

PC Helps Support, LLC
Senior loan
 
L + 5.25%
 
6.51
% 
09/2017
 
1,522

 
1,513

 
0.2

 
1,492

Saldon Holdings, Inc.
Senior loan
 
L + 4.50%
 
N/A
(5) 
09/2021
 
—

 
—

 
—

 
—

Saldon Holdings, Inc.
Senior loan
 
L + 4.50%
 
5.50
% 
09/2021
 
2,990

 
2,960

 
0.4

 
2,960

Secure-24, LLC(3)
One stop
 
L + 6.00%
 
N/A
(5) 
08/2017
 
—

 
(3
)
 
—

 
—

Secure-24, LLC*
One stop
 
L + 6.00%
 
7.25
% 
08/2017
 
10,028

 
9,911

 
1.2

 
10,028

Secure-24, LLC^
One stop
 
L + 6.00%
 
7.25
% 
08/2017
 
1,467

 
1,454

 
0.2

 
1,467

Severin Acquisition, LLC(3)
Senior loan
 
L + 4.50%
 
N/A
(5) 
07/2021
 
—

 
(1
)
 
—

 
(1
)
Severin Acquisition, LLC
Senior loan
 
L + 4.50%
 
5.50
% 
07/2021
 
4,931

 
4,859

 
0.6

 
4,882

Source Medical Solutions, Inc.
Second lien
 
L + 8.00%
 
9.00
% 
03/2018
 
9,294

 
9,189

 
1.1

 
9,294

Steelwedge Software, Inc.
One stop
 
L + 10.00%
 
N/A
(5) 
09/2020
 
—

 
—

 
—

 
—

Steelwedge Software, Inc.^
One stop
 
P + 10.75%
 
12.00% cash/2.00% PIK
09/2020
 
2,153

 
2,055

 
0.3

 
2,055

TA MHI Buyer, Inc.
One stop
 
L + 6.50%
 
N/A
(5) 
09/2021
 
—

 
—

 
—

 
—

See Notes to Consolidated Financial Statements.

108

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Diversified Conglomerate Service –  (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

TA MHI Buyer, Inc.^
One stop
 
L + 6.50%
 
7.50
% 
09/2021
 
$
8,294

 
$
8,222

 
1.0
%
 
$
8,222

Vendavo, Inc.(3)
One stop
 
L + 8.50%
 
N/A
(5) 
10/2019
 
—

 
(13
)
 
—

 
—

Vendavo, Inc.
One stop
 
L + 8.50%
 
9.50
% 
10/2019
 
15,501

 
15,219

 
1.9

 
15,501

  
 
 
 
 
 
 
 
 
209,307

 
206,257

 
25.7

 
208,500

Electronics
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Appriss Holdings, Inc.
Senior loan
 
L + 4.75%
 
5.07
% 
11/2020
 
902

 
865

 
0.1

 
873

Appriss Holdings, Inc.*
Senior loan
 
L + 4.75%
 
5.75
% 
11/2020
 
20,948

 
20,673

 
2.5

 
20,738

Compusearch Software Holdings, Inc.^
Senior loan
 
L + 4.50%
 
5.50
% 
05/2021
 
1,321

 
1,318

 
0.2

 
1,321

ECI Acquisition Holdings, Inc.
One stop
 
L + 6.25%
 
7.25
% 
03/2019
 
1,410

 
1,349

 
0.2

 
1,410

ECI Acquisition Holdings, Inc.(3)
One stop
 
L + 6.25%
 
N/A
(5) 
03/2019
 
—

 
(13
)
 
—

 
—

ECI Acquisition Holdings, Inc.*^
One stop
 
L + 6.25%
 
7.25
% 
03/2019
 
21,779

 
21,495

 
2.7

 
21,779

Gamma Technologies, LLC(3)
One stop
 
L + 5.50%
 
N/A
(5) 
06/2021
 
—

 
(1
)
 
—

 
—

Gamma Technologies, LLC^
One stop
 
L + 5.50%
 
6.50
% 
06/2021
 
18,183

 
18,010

 
2.2

 
18,183

Park Place Technologies LLC
One stop
 
L + 5.50%
 
N/A
(5) 
07/2021
 
—

 
—

 
—

 
—

Park Place Technologies LLC*^
One stop
 
L + 5.50%
 
6.50
% 
07/2021
 
4,950

 
4,914

 
0.6

 
4,926

Sloan Company, Inc., The
One stop
 
L + 6.25%
 
7.25
% 
04/2020
 
30

 
30

 
—

 
29

Sloan Company, Inc., The
One stop
 
L + 6.25%
 
7.25
% 
04/2020
 
7,589

 
7,503

 
0.9

 
7,362

Sparta Holding Corporation(3)
One stop
 
L + 5.50%
 
N/A
(5) 
07/2020
 
—

 
(31
)
 
—

 
—

Sparta Holding Corporation*^
One stop
 
L + 5.50%
 
6.50
% 
07/2020
 
23,125

 
22,893

 
2.9

 
23,125

Syncsort Incorporated(3)
Senior loan
 
L + 4.75%
 
N/A
(5) 
03/2019
 
—

 
(3
)
 
—

 
—

Syncsort Incorporated(3)
Senior loan
 
L + 4.75%
 
N/A
(5) 
03/2019
 
—

 
(1
)
 
—

 
—

Syncsort Incorporated*
Senior loan
 
L + 4.75%
 
5.75
% 
03/2019
 
1,984

 
1,970

 
0.2

 
1,984

Systems Maintenance Services Holding,
Inc.^
Senior loan
 
L + 4.00%
 
5.00
% 
10/2019
 
2,623

 
2,614

 
0.3

 
2,623

Taxware, LLC(3)
One stop
 
L + 6.50%
 
N/A
(5) 
04/2022
 
—

 
(5
)
 
—

 
—

Taxware, LLC*^
One stop
 
L + 6.50%
 
7.50
% 
04/2022
 
19,899

 
19,609

 
2.5

 
19,899

Watchfire Enterprises, Inc.
Second lien
 
L + 8.00%
 
9.00
% 
10/2021
 
9,435

 
9,242

 
1.2

 
9,435

  
 
 
 
 
 
 
 
 
134,178

 
132,431

 
16.5

 
133,687

Finance
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Ascensus, Inc.(3)
One stop
 
L + 4.00%
 
N/A
(5) 
11/2018
 
—

 
(12
)
 
—

 
—

Ascensus, Inc.^
One stop
 
L + 4.00%
 
5.00
% 
12/2019
 
3,953

 
3,895

 
0.5

 
3,953

Ascensus, Inc.*^
One stop
 
L + 8.00%
 
9.00
% 
12/2020
 
6,337

 
6,173

 
0.8

 
6,337

  
 
 
 
 
 
 
 
 
10,290

 
10,056

 
1.3

 
10,290

Grocery
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

AG Kings Holdings Inc.(3)
One stop
 
L + 5.50%
 
N/A
(5) 
04/2020
 
—

 
(7
)
 
—

 
—

AG Kings Holdings Inc.
One stop
 
L + 5.50
 
6.50
% 
04/2020
 
6,183

 
6,127

 
0.8

 
6,183

MyWebGrocer, Inc.(3)
One stop
 
L + 8.75%
 
N/A
(5) 
05/2018
 
—

 
(11
)
 
—

 
—

MyWebGrocer, Inc.^
One stop
 
L + 8.75%
 
10.00
% 
05/2018
 
14,271

 
14,115

 
1.7

 
14,271

  
 
 
 
 
 
 
 
 
20,454

 
20,224

 
2.5

 
20,454

Healthcare, Education and Childcare
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Agilitas USA, Inc.^
Senior loan
 
L + 4.00%
 
5.00
% 
10/2020
 
2,125

 
2,107

 
0.3

 
2,125

Avalign Technologies, Inc.^
Senior loan
 
L + 4.50%
 
5.50
% 
07/2021
 
1,165

 
1,160

 
0.2

 
1,159

Avatar International, LLC(6)
One stop
 
L + 7.89%
 
6.19% cash/2.95% PIK
09/2016
 
1,648

 
1,644

 
0.1

 
548

Avatar International, LLC
One stop
 
L + 7.89%
 
6.19% cash/2.95% PIK
09/2016
 
573

 
571

 
0.1

 
573

Avatar International, LLC(6)*
One stop
 
L + 7.89%
 
6.19% cash/2.95% PIK
09/2016
 
7,641

 
7,615

 
0.3

 
2,540

California Cryobank, LLC^
One stop
 
L + 5.50%
 
6.50
% 
08/2019
 
1,550

 
1,538

 
0.2

 
1,550

See Notes to Consolidated Financial Statements.


109

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Healthcare, Education and Childcare –  (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

California Cryobank, LLC
One stop
 
L + 5.50%
 
6.50
% 
08/2019
 
$
43

 
$
42

 
—
%
 
$
43

California Cryobank, LLC
One stop
 
P + 4.25%
 
7.50
% 
08/2019
 
43

 
41

 
—

 
43

Certara L.P.(3)
One stop
 
L + 6.25%
 
N/A
(5) 
12/2018
 
—

 
(14
)
 
—

 
—

Certara L.P.*^
One stop
 
L + 6.25%
 
7.25
% 
12/2018
 
30,848

 
30,555

 
3.8

 
30,848

CPI Buyer, LLC (Cole-Parmer)*^
Senior loan
 
L + 4.50%
 
5.50
% 
08/2021
 
7,940

 
7,674

 
1.0

 
7,900

Curo Health Services LLC
Senior loan
 
L + 5.50%
 
6.50
% 
02/2022
 
1,990

 
1,972

 
0.3

 
1,997

DCA Investment Holding, LLC(3)
One stop
 
L + 5.25%
 
N/A
(5) 
07/2021
 
—

 
(2
)
 
—

 
(1
)
DCA Investment Holding, LLC*
One stop
 
L + 5.25%
 
6.25
% 
07/2021
 
14,336

 
13,990

 
1.8

 
14,192

Deca Dental Management LLC(3)
One stop
 
L + 6.25%
 
N/A
(5) 
07/2020
 
—

 
(11
)
 
—

 
(8
)
Deca Dental Management LLC
One stop
 
P + 5.25%
 
8.50
% 
07/2020
 
20

 
19

 
—

 
20

Deca Dental Management LLC*^
One stop
 
L + 6.25%
 
7.25
% 
07/2020
 
4,188

 
4,128

 
0.5

 
4,146

Delta Educational Systems*
Senior loan
 
P + 4.75%
 
8.00
% 
12/2016
 
1,435

 
1,424

 
0.2

 
1,220

Delta Educational Systems(3)
Senior loan
 
L + 6.00%
 
N/A
(5) 
12/2016
 
—

 
—

 
—

 
(8
)
Dental Holdings Corporation(3)
One stop
 
L + 5.50%
 
N/A
(5) 
02/2020
 
—

 
(16
)
 
—

 
—

Dental Holdings Corporation(3)
One stop
 
L + 5.50%
 
N/A
(5) 
02/2020
 
—

 
(12
)
 
—

 
—

Dental Holdings Corporation
One stop
 
L + 5.50%
 
6.50
% 
02/2020
 
6,575

 
6,444

 
0.8

 
6,575

Encore GC Acquisition, LLC(3)
Senior loan
 
L + 4.50%
 
N/A
(5) 
01/2020
 
—

 
(9
)
 
—

 
—

Encore GC Acquisition, LLC*
Senior loan
 
L + 4.50%
 
5.50
% 
01/2020
 
3,484

 
3,439

 
0.4

 
3,484

G & H Wire Company, Inc.
One stop
 
L + 5.75%
 
6.75
% 
12/2017
 
268

 
263

 
—

 
268

G & H Wire Company, Inc.*^
One stop
 
L + 5.75%
 
6.75
% 
12/2017
 
13,291

 
13,197

 
1.6

 
13,291

GSDM Holdings Corp.
Senior loan
 
L + 4.25%
 
5.25
% 
06/2019
 
870

 
867

 
0.1

 
870

IntegraMed America, Inc.
One stop
 
L + 7.25%
 
8.50
% 
09/2017
 
406

 
402

 
—

 
398

IntegraMed America, Inc.*^
One stop
 
L + 7.25%
 
8.50
% 
09/2017
 
14,975

 
14,839

 
1.8

 
14,676

Joerns Healthcare, LLC*
One stop
 
L + 5.00%
 
6.17
% 
05/2020
 
3,318

 
3,286

 
0.4

 
3,301

Katena Holdings, Inc.(3)
One stop
 
L + 6.25%
 
N/A
(5) 
06/2021
 
—

 
(8
)
 
—

 
—

Katena Holdings, Inc.(3)
One stop
 
L + 6.25%
 
N/A
(5) 
06/2021
 
—

 
(1
)
 
—

 
—

Katena Holdings, Inc.^
One stop
 
L + 6.25%
 
7.25
% 
06/2021
 
8,142

 
8,064

 
1.0

 
8,142

Maverick Healthcare Group, LLC*
Senior loan
 
L + 5.50%
 
7.25
% 
12/2016
 
1,933

 
1,912

 
0.2

 
1,933

Pentec Acquisition Sub, Inc.(3)
Senior loan
 
L + 5.00%
 
N/A
(5) 
05/2017
 
—

 
(1
)
 
—

 
—

Pentec Acquisition Sub, Inc.*
Senior loan
 
L + 5.00%
 
6.25
% 
05/2018
 
1,588

 
1,574

 
0.2

 
1,588

PPT Management, LLC(3)
One stop
 
L + 5.00%
 
N/A
(5) 
04/2020
 
—

 
(1
)
 
—

 
—

PPT Management, LLC*^
One stop
 
L + 5.00%
 
6.00
% 
04/2020
 
13,158

 
13,037

 
1.6

 
13,158

Premise Health Holding Corp.
One stop
 
L + 4.50%
 
5.50
% 
06/2020
 
394

 
374

 
—

 
394

Premise Health Holding Corp.
One stop
 
L + 4.50%
 
5.50
% 
06/2020
 
15,000

 
14,896

 
1.9

 
15,000

Pyramid Healthcare, Inc.
One stop
 
P + 4.50%
 
7.75
% 
08/2019
 
313

 
309

 
—

 
313

Pyramid Healthcare, Inc.^
One stop
 
L + 5.75%
 
6.75
% 
08/2019
 
8,439

 
8,377

 
1.0

 
8,439

Radiology Partners, Inc.(3)
One stop
 
L + 5.00%
 
N/A
(5) 
09/2020
 
—

 
(38
)
 
—

 
—

Radiology Partners, Inc.(3)
One stop
 
L + 5.00%
 
N/A
(5) 
09/2020
 
—

 
(6
)
 
—

 
—

Radiology Partners, Inc.*^
One stop
 
L + 5.00%
 
6.00
% 
09/2020
 
17,037

 
16,813

 
2.1

 
17,037

Reliant Pro ReHab, LLC
Senior loan
 
P + 4.00%
 
7.25
% 
06/2017
 
424

 
419

 
0.1

 
424

Reliant Pro ReHab, LLC*
Senior loan
 
L + 5.00%
 
6.00
% 
06/2017
 
3,226

 
3,206

 
0.4

 
3,226

RXH Buyer Corporation(3)
One stop
 
L + 5.75%
 
N/A
(5) 
09/2021
 
—

 
(56
)
 
—

 
(28
)
RXH Buyer Corporation(3)
One stop
 
L + 5.75%
 
N/A
(5) 
09/2021
 
—

 
(4
)
 
—

 
(2
)
RXH Buyer Corporation*^
One stop
 
L + 5.75%
 
6.75
% 
09/2021
 
17,612

 
17,264

 
2.2

 
17,435

Southern Anesthesia and Surgical(3)
One stop
 
L + 5.50%
 
N/A
(5) 
11/2017
 
—

 
(27
)
 
—

 
—

Southern Anesthesia and Surgical(3)
One stop
 
L + 5.50%
 
N/A
(5) 
11/2017
 
—

 
(7
)
 
—

 
—

Southern Anesthesia and Surgical
One stop
 
L + 5.50%
 
6.50
% 
11/2017
 
5,638

 
5,570

 
0.7

 
5,638

Surgical Information Systems, LLC^
Senior loan
 
L + 3.00%
 
4.01
% 
09/2018
 
1,934

 
1,930

 
0.2

 
1,934

U.S. Anesthesia Partners, Inc.
One stop
 
L + 5.00%
 
6.00
% 
12/2019
 
5,942

 
5,918

 
0.7

 
5,942

See Notes to Consolidated Financial Statements.

110

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Healthcare, Education and Childcare –  (continued)
  
 
  
 
  
  
  
 
  

 
  

 
  

 
  

WIL Research Company, Inc.*
Senior loan
 
L + 4.50%
 
5.75
% 
02/2018
 
$
756

 
$
751

 
0.1
%
 
$
737

Young Innovations, Inc.
Senior loan
 
L + 3.25%
 
N/A
(5) 
01/2018
 
—

 
—

 
—

 
—

Young Innovations, Inc.*
Senior loan
 
L + 4.25%
 
5.25
% 
01/2019
 
1,830

 
1,819

 
0.2

 
1,830

  
 
 
 
 
 
 
 
 
222,098

 
219,237

 
26.5

 
214,890

Home and Office Furnishings, Housewares, and Durable Consumer
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

1A Smart Start LLC*
Senior loan
 
L + 4.75%
 
5.75
% 
02/2022
 
2,132

 
2,111

 
0.3

 
2,127

Plano Molding Company, LLC*
One stop
 
L + 6.00%
 
7.00
% 
05/2021
 
18,115

 
17,946

 
2.2

 
18,115

WII Components, Inc.
Senior loan
 
L + 4.50%
 
N/A
(5) 
07/2018
 
—

 
—

 
—

 
—

WII Components, Inc.*
Senior loan
 
L + 4.25%
 
5.25
% 
07/2018
 
1,048

 
1,044

 
0.1

 
1,048

Zenith Products Corporation(6)
One stop
 
P + 1.75%
 
5.00
% 
09/2013
 
81

 
48

 
—

 
41

Zenith Products Corporation*(6)
One stop
 
P + 3.50%
 
6.75
% 
09/2013
 
4,376

 
3,926

 
0.3

 
2,188

  
 
 
 
 
 
 
 
 
25,752

 
25,075

 
2.9

 
23,519

Insurance
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Captive Resources Midco, LLC(3)
One stop
 
L + 5.75%
 
N/A
(5)
06/2020
 
—

 
(22
)
 
—

 
(19
)
Captive Resources Midco, LLC(3)
One stop
 
L + 5.75%
 
N/A
(5) 
06/2020
 
—

 
(20
)
 
—

 
(17
)
Captive Resources Midco, LLC*^
One stop
 
L + 5.75%
 
6.75
% 
06/2020
 
26,845

 
26,525

 
3.3

 
26,575

Internet Pipeline, Inc.(3)
One stop
 
L + 7.25%
 
N/A
(5) 
08/2021
 
—

 
(1
)
 
—

 
—

Internet Pipeline, Inc.
One stop
 
L + 7.25%
 
8.25
% 
08/2022
 
4,960

 
4,826

 
0.6

 
4,910

  
 
 
 
 
 
 
 
 
31,805

 
31,308

 
3.9

 
31,449

Investment Funds and Vehicles
  
 
  
 
 
 
  
 
  

 
  

 
  

 
  

Senior Loan Fund LLC(7)(8)
Subordinated debt
 
L + 8.00%
 
8.19
% 
05/2020
 
76,563

 
76,563

 
9.5

 
76,563

Leisure, Amusement, Motion Pictures and Entertainment
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Competitor Group, Inc.
One stop
 
L + 7.75%
 
9.00
% 
11/2018
 
884

 
876

 
0.1

 
773

Competitor Group, Inc.*
One stop
 
L + 9.25%
 
9.00% cash/1.50% PIK
11/2018
 
12,331

 
12,221

 
1.4

 
11,098

Self Esteem Brands, LLC(3)
Senior loan
 
L + 4.00%
 
N/A
(5) 
02/2020
 
—

 
(4
)
 
—

 
—

Self Esteem Brands, LLC^
Senior loan
 
L + 4.00%
 
5.00
% 
02/2020
 
3,669

 
3,653

 
0.5

 
3,669

Starplex Operating, L.L.C.(3)
One stop
 
L + 7.00%
 
N/A
(5) 
12/2017
 
—

 
(9
)
 
—

 
—

Starplex Operating, L.L.C.*^
One stop
 
L + 7.00%
 
8.00
% 
12/2017
 
9,979

 
9,863

 
1.2

 
9,979

Teaching Company, The
One stop
 
L + 6.25%
 
7.25
% 
08/2020
 
30

 
29

 
—

 
29

Teaching Company, The
One stop
 
L + 6.25%
 
7.25
% 
08/2020
 
19,069

 
18,789

 
2.3

 
18,878

Titan Fitness, LLC(3)
One stop
 
L + 6.50%
 
N/A
(5) 
09/2019
 
—

 
(17
)
 
—

 
—

Titan Fitness, LLC*
One stop
 
L + 6.50%
 
7.75
% 
09/2019
 
13,326

 
13,120

 
1.6

 
13,326

Titan Fitness, LLC(3)
One stop
 
L + 6.50%
 
N/A
(5) 
09/2019
 
—

 
(17
)
 
—

 
—

  
 
 
 
 
 
 
 
 
59,288

 
58,504

 
7.1

 
57,752

Mining, Steel, Iron and Non-Precious Metals
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Benetech, Inc.
One stop
 
P + 7.75%
 
11.00
% 
10/2017
 
303

 
297

 
—

 
303

Benetech, Inc.*
One stop
 
L + 9.00%
 
10.25
% 
10/2017
 
4,696

 
4,671

 
0.6

 
4,696

  
 
 
 
 
 
 
 
 
4,999

 
4,968

 
0.6

 
4,999

Oil and Gas
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Drilling Info, Inc.(3)(4)
One stop
 
L + 5.00%
 
N/A
(5) 
06/2018
 
—

 
(1
)
 
—

 
—

Drilling Info, Inc.(4)
One stop
 
L + 5.00%
 
6.00
% 
06/2018
 
355

 
353

 
—

 
355

Drilling Info, Inc.^
One stop
 
L + 5.00%
 
6.00
% 
06/2018
 
901

 
894

 
0.1

 
901

Drilling Info, Inc.(3)(4)
One stop
 
L + 5.00%
 
N/A
(5) 
06/2018
 
—

 
(5
)
 
—

 
—

  
 
 
 
 
 
 
 
 
1,256

 
1,241

 
0.1

 
1,256

See Notes to Consolidated Financial Statements.

111

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Personal and Non-Durable Consumer Products
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

The Hygenic Corporation(3)
Senior loan
 
L + 5.00%
 
N/A
(5) 
10/2019
 
$
—

 
$
(5
)
 
—
%
 
$
—

The Hygenic Corporation*
Senior loan
 
L + 5.00%
 
6.00
% 
10/2020
 
3,275

 
3,231

 
0.4

 
3,275

Massage Envy, LLC(3)
One stop
 
L + 7.25%
 
N/A
(5) 
09/2018
 
—

 
(9
)
 
—

 
—

Massage Envy, LLC*
One stop
 
L + 7.25%
 
8.50
% 
09/2018
 
15,570

 
15,375

 
1.9

 
15,570

Orthotics Holdings, Inc(3)(8)
One stop
 
L + 5.00%
 
N/A
(5) 
02/2020
 
—

 
(2
)
 
—

 
—

Orthotics Holdings, Inc*(8)
One stop
 
L + 5.00%
 
6.00
% 
02/2020
 
1,387

 
1,372

 
0.2

 
1,387

Orthotics Holdings, Inc(3)
One stop
 
L + 5.00%
 
N/A
(5) 
02/2020
 
—

 
(15
)
 
—

 
—

Orthotics Holdings, Inc(3)
One stop
 
L + 5.00%
 
N/A
(5) 
02/2020
 
—

 
(14
)
 
—

 
—

Orthotics Holdings, Inc*
One stop
 
L + 5.00%
 
6.00
% 
02/2020
 
8,460

 
8,367

 
1.0

 
8,460

Team Technologies Acquisition
Company(3)
Senior loan
 
L + 5.00%
 
N/A
(5) 
12/2017
 
—

 
(2
)
 
—

 
—

Team Technologies Acquisition
Company^
Senior loan
 
L + 5.00%
 
6.25
% 
12/2017
 
4,782

 
4,754

 
0.6

 
4,782

Team Technologies Acquisition Company
Senior loan
 
L + 5.50%
 
6.75
% 
12/2017
 
881

 
871

 
0.1

 
881

  
 
 
 
 
 
 
 
 
34,355

 
33,923

 
4.2

 
34,355

Personal, Food and Miscellaneous Services
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Focus Brands Inc.*^
Second lien
 
L + 9.00%
 
10.25
% 
08/2018
 
11,195

 
11,120

 
1.4

 
11,195

Ignite Restaurant Group, Inc (Joe's Crab Shack)^
One stop
 
L + 7.00%
 
8.00
% 
02/2019
 
6,108

 
6,039

 
0.7

 
6,108

PetVet Care Centers LLC
Senior loan
 
L + 4.50%
 
5.50
% 
12/2020
 
646

 
626

 
0.1

 
646

PetVet Care Centers LLC(3)
Senior loan
 
L + 4.50%
 
N/A
(5) 
12/2019
 
—

 
(11
)
 
—

 
—

PetVet Care Centers LLC^
Senior loan
 
L + 4.50%
 
5.50
% 
12/2020
 
5,896

 
5,800

 
0.7

 
5,896

Vetcor Merger Sub LLC(3)
One stop
 
L + 6.00%
 
N/A
(5) 
04/2021
 
—

 
(14
)
 
—

 
—

Vetcor Merger Sub LLC
One stop
 
L + 6.00%
 
7.00
% 
04/2021
 
8

 
4

 
—

 
8

Vetcor Merger Sub LLC*^
One stop
 
L + 6.00%
 
7.00
% 
04/2021
 
25,181

 
24,715

 
3.1

 
25,181

Veterinary Specialists of North America,
LLC
One stop
 
L + 5.00%
 
N/A
(5) 
05/2020
 
—

 
—

 
—

 
—

Veterinary Specialists of North America, LLC*
One stop
 
L + 5.00%
 
6.00
% 
05/2020
 
587

 
582

 
0.1

 
587

  
 
 
 
 
 
 
 
 
49,621

 
48,861

 
6.1

 
49,621

Printing and Publishing
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Market Track, LLC
One stop
 
P + 6.00%
 
9.25
% 
10/2019
 
369

 
345

 
—

 
347

Market Track, LLC*^
One stop
 
L + 7.00%
 
8.00
% 
10/2019
 
28,976

 
28,643

 
3.5

 
28,686

Market Track, LLC*
One stop
 
L + 7.00%
 
8.00
% 
10/2019
 
2,197

 
2,173

 
0.3

 
2,175

Market Track, LLC
One stop
 
L + 7.00%
 
8.00
% 
10/2019
 
1,379

 
1,340

 
0.2

 
1,344

  
 
 
 
 
 
 
 
 
32,921

 
32,501

 
4.0

 
32,552

Retail Stores
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Benihana, Inc.
One stop
 
P + 4.75%
 
8.00
% 
07/2018
 
868

 
823

 
0.1

 
825

Benihana, Inc.*^
One stop
 
L + 6.00%
 
7.25
% 
01/2019
 
15,436

 
15,124

 
1.9

 
15,127

Boot Barn, Inc.*^
Senior loan
 
L + 4.50%
 
5.50
% 
06/2021
 
10,775

 
10,621

 
1.3

 
10,775

CVS Holdings I, LP
One stop
 
L + 6.25%
 
7.25
% 
08/2021
 
366

 
329

 
—

 
347

CVS Holdings I, LP(3)
One stop
 
L + 6.25%
 
N/A
(5) 
08/2020
 
—

 
(4
)
 
—

 
(2
)
CVS Holdings I, LP^
One stop
 
L + 6.25%
 
7.25
% 
08/2021
 
20,575

 
20,173

 
2.5

 
20,369

Cycle Gear, Inc.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
01/2020
 
—

 
(15
)
 
—

 
—

Cycle Gear, Inc.
One stop
 
L + 6.00%
 
7.00
% 
01/2020
 
6,486

 
6,362

 
0.8

 
6,486

DTLR, Inc.*^
One stop
 
L + 8.00%
 
11.00
% 
12/2015
 
15,026

 
15,017

 
1.8

 
15,026

Elite Sportswear, L.P.(3)
Senior loan
 
L + 5.00%
 
N/A
(5) 
03/2020
 
—

 
(7
)
 
—

 
—

Elite Sportswear, L.P.
Senior loan
 
L + 5.00%
 
6.00
% 
03/2020
 
2,849

 
2,798

 
0.4

 
2,849

Express Oil Change, LLC*
Senior loan
 
L + 5.00%
 
6.00
% 
12/2017
 
104

 
103

 
—

 
104

Express Oil Change, LLC*
Senior loan
 
L + 5.00%
 
6.00
% 
12/2017
 
1,371

 
1,366

 
0.2

 
1,371

 
See Notes to Consolidated Financial Statements.


112

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
Maturity
Date
 
Principal/ Par
Amount
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Retail Stores – (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Express Oil Change, LLC(3)
Senior loan
 
L + 5.00%
 
N/A
(5) 
12/2017
 
$
—

 
$
(3
)
 
—
%
 
$
—

Express Oil Change, LLC*
Senior loan
 
L + 5.00%
 
6.00
% 
12/2017
 
3,672

 
3,647

 
0.5

 
3,672

Floor & Decor Outlets of America,
Inc.*^
One stop
 
L + 6.50%
 
7.75
% 
05/2019
 
11,130

 
11,047

 
1.4

 
11,130

Marshall Retail Group, LLC, The(3)
One stop
 
L + 6.00%
 
N/A
(5) 
08/2020
 
—

 
(9
)
 
—

 
(27
)
Marshall Retail Group, LLC, The
One stop
 
L + 6.00%
 
7.00
% 
08/2019
 
146

 
124

 
—

 
80

Marshall Retail Group, LLC, The^
One stop
 
L + 6.00%
 
7.00
% 
08/2020
 
12,331

 
12,205

 
1.5

 
11,960

Paper Source, Inc.
One stop
 
P + 5.00%
 
7.75
% 
09/2018
 
677

 
670

 
0.1

 
677

Paper Source, Inc.*^
One stop
 
L + 6.25%
 
7.25
% 
09/2018
 
12,888

 
12,810

 
1.6

 
12,888

RCPSI Corporation(3)
One stop
 
L + 5.75%
 
N/A
(5) 
04/2020
 
—

 
(4
)
 
—

 
—

RCPSI Corporation*^
One stop
 
L + 5.75%
 
6.75
% 
04/2021
 
22,400

 
21,986

 
2.8

 
22,400

Restaurant Holding Company, LLC
Senior loan
 
L + 7.75%
 
8.75
% 
02/2019
 
4,843

 
4,809

 
0.5

 
4,310

Rubio's Restaurants, Inc
Senior loan
 
L + 4.75%
 
6.00
% 
11/2018
 
3,985

 
3,985

 
0.4

 
3,985

Sneaker Villa, Inc.^
One stop
 
L + 8.50%
 
10.00
% 
12/2017
 
627

 
620

 
0.1

 
627

Sneaker Villa, Inc.
One stop
 
L + 8.50%
 
10.00
% 
12/2017
 
752

 
740

 
0.1

 
752

Sneaker Villa, Inc.^
One stop
 
L + 8.50%
 
10.00
% 
12/2017
 
1,206

 
1,195

 
0.1

 
1,206

Sneaker Villa, Inc.
One stop
 
P + 7.00%
 
10.25
% 
12/2017
 
1,253

 
1,240

 
0.2

 
1,253

Sneaker Villa, Inc.
One stop
 
L + 8.50%
 
10.00
% 
12/2017
 
2,506

 
2,489

 
0.3

 
2,506

Sneaker Villa, Inc.^
One stop
 
L + 8.50%
 
10.00
% 
12/2017
 
4,154

 
4,126

 
0.5

 
4,154

Sneaker Villa, Inc.
One stop
 
L + 8.50%
 
10.00
% 
12/2017
 
4,317

 
4,254

 
0.5

 
4,317

Specialty Catalog Corp.(3)
One stop
 
L + 6.00%
 
N/A
(5) 
07/2017
 
—

 
(3
)
 
—

 
—

Specialty Catalog Corp.
One stop
 
L + 6.00%
 
7.50
% 
07/2017
 
4,125

 
4,105

 
0.5

 
4,125

  
 
 
 
 
 
 
 
 
164,868

 
162,723

 
20.1

 
163,292

Telecommunications
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Arise Virtual Solutions, Inc.(3)
One stop
 
L + 5.50%
 
N/A
(5) 
12/2018
 
—

 
(1
)
 
—

 
(3
)
Arise Virtual Solutions, Inc.^
One stop
 
L + 5.50%
 
6.75
% 
12/2018
 
1,500

 
1,495

 
0.2

 
1,470

Hosting.com Inc.
Senior loan
 
P + 3.25%
 
6.50
% 
12/2017
 
37

 
37

 
—

 
37

Hosting.com Inc.*
Senior loan
 
L + 4.50%
 
5.75
% 
12/2017
 
790

 
784

 
0.1

 
790

  
 
 
 
 
 
 
 
 
2,327

 
2,315

 
0.3

 
2,294

Textile and Leather
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

5.11, Inc.*^
Senior loan
 
L + 5.00%
 
6.00
% 
02/2020
 
991

 
987

 
0.1

 
994

Southern Tide, LLC(3)
One stop
 
L + 6.75%
 
N/A
(5) 
06/2019
 
—

 
(7
)
 
—

 
—

Southern Tide, LLC^
One stop
 
L + 6.75%
 
7.75
% 
06/2019
 
4,055

 
4,024

 
0.5

 
4,055

  
 
 
 
 
 
 
 
 
5,046

 
5,004

 
0.6

 
5,049

Utilities
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

PowerPlan Consultants, Inc.(3)
Senior loan
 
L + 5.25%
 
N/A
(5) 
02/2021
 
—

 
(7
)
 
—

 
—

PowerPlan Consultants, Inc.
Senior loan
 
L + 5.25%
 
6.25
% 
02/2022
 
4,885

 
4,818

 
0.6

 
4,885

  
 
 
 
 
 
 
 
 
4,885

 
4,811

 
0.6

 
4,885

Total debt investments United States
 
 
 
 
 
 
 
 
$
1,471,217

 
$
1,452,577

 
178.8
%
 
$
1,449,603

Fair Value as a percentage of Principal Amount
 
 
 
 
 
 
 
 
  

 
  

 
  

 
98.5
%
 

 

See Notes to Consolidated Financial Statements.


113

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Shares/ Contracts
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Equity Investments(9)(10)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Aerospace and Defense
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

NTS Technical Systems
Common stock
 
N/A
 
N/A
 
N/A
 
2

 
$
1,506

 
0.3
%
 
$
2,078

Tresys Technology Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
295

 
295

 
—

 
—

Whitcraft LLC
Preferred stock B
 
N/A
 
N/A
 
N/A
 
1

 
670

 
0.1

 
821

Whitcraft LLC
Warrant
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
160

  
 
 
 
 
 
 
 
 
 
 
2,471

 
0.4

 
3,059

Automobile
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

K&N Engineering, Inc.
Preferred stock A
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
6

K&N Engineering, Inc.
Preferred stock B
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
6

K&N Engineering, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
47

  
 
 
 
 
 
 
 
 
 
 
—

 
—

 
59

Beverage, Food and Tobacco
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Atkins Nutritionals, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
57

 
746

 
0.4

 
2,996

C. J. Foods, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
157

 
—

 
160

First Watch Restaurants, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
9

 
964

 
0.2

 
1,481

Hopdoddy Holdings, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
27

 
130

 
—

 
130

Julio & Sons Company
LLC interest
 
N/A
 
N/A
 
N/A
 
521

 
521

 
0.1

 
769

Northern Brewer, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
438

 
362

 
—

 
32

Richelieu Foods, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
220

 
220

 
—

 
197

Tate's Bake Shop, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
462

 
0.1

 
503

Uinta Brewing Company
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
462

 
—

 
192

United Craft Brews LLC
LP interest
 
N/A
 
N/A
 
N/A
 
1

 
657

 
0.1

 
653

  
 
 
 
 
 
 
 
 
 
 
4,681

 
0.9

 
7,113

Buildings and Real Estate
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Brooks Equipment Company, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
10

 
1,021

 
0.1

 
892

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chemicals, Plastics and Rubber
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Flexan, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
73

 
—

 
75

Flexan, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
—

 
—

 
14

  
 
 
 
 
 
 
 
 
 
 
73

 
—

 
89

Containers, Packaging and Glass
  
 
  
 
  
 
  
 
  

 
  

 
  

 
 
Packaging Coordinators, Inc.(8)
Common stock
 
N/A
 
N/A
 
N/A
 
25

 
2,065

 
0.3

 
2,533

Packaging Coordinators, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
48

 
1,563

 
0.3

 
2,205

  
 
 
 
 
 
 
 
 
 
 
3,628

 
0.6

 
4,738

Diversified Conglomerate Manufacturing
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Chase Industries, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
1,186

 
0.2

 
1,509

ICCN Acquisition Corp.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
370

 
—

 
360

ICCN Acquisition Corp.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
—

Sunless Merger Sub, Inc.
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
160

 
—

 
—

  
 
 
 
 
 
 
 
 
 
 
1,716

 
0.2

 
1,869

Diversified Conglomerate Service
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Actiance, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
344

 
82

 
—

 
82

Agility Recovery Solutions Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
67

 
430

 
0.1

 
447

Daxko, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
219

 
219

 
—

 
343

DISA Holdings Acquisition Subsidiary Corp.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
154

 
—

 
72

HealthcareSource HR, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
348

 
—

 
348

Host Analytics, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
180

 
—

 
—

 
98

Marathon Data Operating Co., LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
264

 
—

 
—

See Notes to Consolidated Financial Statements.

114

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Shares/ Contracts
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Diversified Conglomerate Service –  (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Marathon Data Operating Co., LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
$
264

 
0.1
%
 
$
604

PC Helps Support, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
7

 
—

 
—

PC Helps Support, LLC
Preferred stock A
 
N/A
 
N/A
 
N/A
 
—

 
61

 
—

 
62

Secure-24, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
263

 
263

 
0.1

 
379

Steelwedge Software, Inc.
Warrant
 
N/A
 
N/A
 
N/A
 
36,575

 
76

 
—

 
76

TA MHI Buyer, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
202

 
—

 
202

Vendavo, Inc.
Preferred stock A
 
N/A
 
N/A
 
N/A
 
827

 
827

 
0.2

 
1,198

  
 
 
 
 
 
 
 
 
 
 
3,197

 
0.5

 
3,911

Electronics
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

ECI Acquisition Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
9

 
873

 
0.2

 
1,027

Gamma Technologies, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
134

 
—

 
134

SEI, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
340

 
340

 
—

 
340

Sloan Company, Inc., The
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
14

 
—

 
14

Sloan Company, Inc., The
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
122

 
—

 
122

Sparta Holding Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
567

 
0.1

 
629

Sparta Holding Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
235

 
6

 
—

 
208

  
 
 
 
 
 
 
 
 
 
 
2,056

 
0.3

 
2,474

Grocery
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

MyWebGrocer, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
1,418

 
1,446

 
0.2

 
1,389

Healthcare, Education and Childcare
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Advanced Pain Management Holdings,
Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
67

 
67

 
—

 
—

Advanced Pain Management Holdings,
Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
8

 
829

 
0.1

 
871

Advanced Pain Management Holdings,
Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
1

 
64

 
—

 
194

Avatar International, LLC
LP interest
 
N/A
 
N/A
 
N/A
 
1

 
741

 
—

 
—

California Cryobank, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
28

 
—

 
32

California Cryobank, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
—

 
—

 
5

Certara L.P.
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
635

 
0.1

 
923

DCA Investment Holding, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
65

 
6

 
—

 
6

DCA Investment Holding, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
6,386

 
639

 
0.1

 
639

Deca Dental Management LLC
LLC units
 
N/A
 
N/A
 
N/A
 
357

 
357

 
—

 
357

Dental Holdings Corporation
LLC units
 
N/A
 
N/A
 
N/A
 
734

 
734

 
0.1

 
736

Dialysis Newco, Inc. (DSI Renal)
LLC units
 
N/A
 
N/A
 
N/A
 
871

 
—

 
0.5

 
3,447

Encore GC Acquisition, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
14

 
141

 
—

 
143

Encore GC Acquisition, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
14

 
—

 
—

 
—

G & H Wire Company, Inc
LP interest
 
N/A
 
N/A
 
N/A
 
—

 
102

 
—

 
122

Global Healthcare Exchange, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
5

 
—

 
111

Global Healthcare Exchange, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
481

 
0.1

 
547

IntegraMed America, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
875

 
—

 
281

Katena Holdings, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
387

 
0.1

 
387

Northwestern Management Services,
LLC
LLC units
 
N/A
 
N/A
 
N/A
 
3

 
3

 
—

 
228

Northwestern Management Services,
LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
249

 
—

 
309

Pentec Acquisition Sub, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
1

 
116

 
  

 
252

Radiology Partners, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
43

 
85

 
—

 
82

Reliant Pro ReHab, LLC
Preferred stock A
 
N/A
 
N/A
 
N/A
 
2

 
183

 
0.2

 
956

RXH Buyer Corporation
LP interest
 
N/A
 
N/A
 
N/A
 
7

 
683

 
0.1

 
683

  
See Notes to Consolidated Financial Statements.

115

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Shares/ Contracts
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Healthcare, Education and Childcare –  (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Southern Anesthesia and Surgical
LLC units
 
N/A
 
N/A
 
N/A
 
487

 
$
487

 
0.1
%
 
$
794

Spear Education, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
1

 
—

 
20

Spear Education, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
86

 
—

 
94

Surgical Information Systems, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
4

 
414

 
0.1

 
681

Young Innovations, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
—

 
236

 
—

 
346

  
 
 
 
 
 
 
 
 
 
 
8,634

 
1.6

 
13,246

Home and Office Furnishings,
Housewares, and Durable Consumer
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Top Knobs USA, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
3

 
27

 
—

 
231

Zenith Products Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
—

 
—

 
—

  
 
 
 
 
 
 
 
 
 
 
27

 
—

 
231

Insurance
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Captive Resources Midco, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
1

 
—

 
—

 
146

Internet Pipeline, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
43

 
1

 
—

 
1

Internet Pipeline, Inc.
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
98

 
—

 
98

  
 
 
 
 
 
 
 
 
 
 
99

 
—

 
245

Investment Funds and Vehicles
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Senior Loan Fund LLC(7)(8)
LLC interest
 
N/A
 
N/A
 
N/A
 
23,222

 
23,222

 
2.8

 
22,373

Leisure, Amusement, Motion Pictures and Entertainment
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Competitor Group, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
1

 
714

 
—

 
22

LMP TR Holdings, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
712

 
712

 
—

 
22

Starplex Operating, L.L.C.
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
183

 
0.1

 
409

Titan Fitness, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
6

 
583

 
0.1

 
827

  
 
 
 
 
 
 
 
 
 
 
2,192

 
0.2

 
1,280

Personal and Non-Durable Consumer Products
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

C.B. Fleet Company, Incorporated
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
174

 
—

 
268

The Hygenic Corporation
LP interest
 
N/A
 
N/A
 
N/A
 
1

 
61

 
—

 
87

Massage Envy, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
749

 
749

 
0.2

 
1,058

Team Technologies Acquisition Company
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
114

 
—

 
351

  
 
 
 
 
 
 
 
 
 
 
1,098

 
0.2

 
1,764

Personal, Food and Miscellaneous Services
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

R.G. Barry Corporation
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
161

 
—

 
157

Vetcor Professional Practices LLC
LLC units
 
N/A
 
N/A
 
N/A
 
85

 
85

 
—

 
85

Vetcor Professional Practices LLC
LLC units
 
N/A
 
N/A
 
N/A
 
766

 
766

 
0.1

 
766

  
 
 
 
 
 
 
 
 
 
 
1,012

 
0.1

 
1,008

Printing and Publishing
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Market Track, LLC
Preferred stock
 
N/A
 
N/A
 
N/A
 
—

 
145

 
—

 
195

Market Track, LLC
Common stock
 
N/A
 
N/A
 
N/A
 
1

 
145

 
—

 
272

  
 
 
 
 
 
 
 
 
 
 
290

 
—

 
467

Retail Stores
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Barcelona Restaurants, LLC(8)(11)
LP interest
 
N/A
 
N/A
 
N/A
 
1,996

 
1,996

 
0.7

 
5,523

Benihana, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
43

 
699

 
0.1

 
595

Cycle Gear, Inc.
LLC units
 
N/A
 
N/A
 
N/A
 
15

 
150

 
—

 
153

DentMall MSO, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
—

 
—

 
—

 

See Notes to Consolidated Financial Statements.

116

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)
 
Investment
Type
 
Spread
Above
Index(1)
 
Interest
Rate(2)
 
Maturity
Date
 
Shares/ Contracts
 
Cost
 
Percentage
of Net
Assets
 
Fair
Value
Retail Stores – (continued)
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

DentMall MSO, LLC
LLC units
 
N/A
 
N/A
 
N/A
 
2

 
$
97

 
—
%
 
$
106

Elite Sportswear, L.P.
LLC interest
 
N/A
 
N/A
 
N/A
 
—

 
73

 
—

 
71

Express Oil Change, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
81

 
81

 
—

 
153

Marshall Retail Group LLC, The
LLC units
 
N/A
 
N/A
 
N/A
 
15

 
154

 
—

 
59

Paper Source, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
8

 
1,387

 
0.2

 
1,455

RCP PetPeople LP
LP interest
 
N/A
 
N/A
 
N/A
 
889

 
889

 
0.2

 
1,331

RCPSI Corporation
LLC interest
 
N/A
 
N/A
 
N/A
 
455

 
455

 
0.1

 
455

Rubio's Restaurants, Inc.
Preferred stock A
 
N/A
 
N/A
 
N/A
 
2

 
945

 
0.3

 
2,711

Sneaker Villa, Inc.
LLC interest
 
N/A
 
N/A
 
N/A
 
4

 
411

 
0.1

 
583

SSH Corporation
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
40

 
—

 
146

  
 
 
 
 
 
 
 
 
 
 
7,377

 
1.7

 
13,341

Textiles and Leather
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Southern Tide, LLC
LLC interest
 
N/A
 
N/A
 
N/A
 
2

 
191

 
—

 
222

Utilities
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

PowerPlan Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
—

 
303

 
—

 
319

PowerPlan Holdings, Inc.
Common stock
 
N/A
 
N/A
 
N/A
 
151

 
3

 
—

 
92

  
 
 
 
 
 
 
 
 
 
 
306

 
—

 
411

Total equity investments United States
 
 
 
 
 
 
 
 
 
 
$
64,737

 
9.8
%
 
$
80,181

Total United States
 
 
 
 
 
 
 
 
 
 
$
1,517,314

 
188.6
%
 
$
1,529,784

Total Investments
 
 
 
 
 
 
 
 
 
 
$
1,517,314

 
188.6
%
 
$
1,529,784

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash, Restricted Cash and Cash Equivalents
  
 
  
 
  
 
  
 
  

 
  

 
  

 
  

Cash and Restricted Cash
  
 
  
 
  
 
  
 
  

 
$
20,137

 
2.5
%
 
$
20,137

BlackRock Liquidity Funds T-Fund Institutional Shares (CUSIP 09248U718)
  
 
  
 
  

 
13,367

 
1.6

 
13,367

BNY Mellon US Dollar Liquidity Fund Institutional Shares (CUSIP G1206E235)
 
  

 
18,430

 
2.3

 
18,430

US Bank Money Market Account (CUSIP 9AMMF05B2)
 
 
 
 
 
 
 
45,550

 
5.6

 
45,550

Total Cash, Restricted Cash and Cash Equivalents
 
 
 
 
 
 
 
$
97,484

 
12.0
%
 
$
97,484

Total Investments and Cash, Restricted Cash and Cash Equivalents
 
 
 
 
 
 
 
$
1,614,798

 
200.6
%
 
$
1,627,268

 
*
 
Denotes that all or a portion of the loan secures the notes offered in the 2010 Debt Securitization (as defined in Note 7).
^
 
Denotes that all or a portion of the loan secures the notes offered in the 2014 Debt Securitization (as defined in Note 7).
(1) 
The majority of the investments bear interest at a rate that may be determined by reference to LIBOR or Prime and which reset daily, quarterly or semiannually. For each, the Company has provided the spread over LIBOR or Prime and the weighted average current interest rate in effect at September 30, 2015. Certain investments are subject to a LIBOR or Prime interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.
(2) 
For portfolio companies with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect at September 30, 2015.
(3) 
The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(4) 
The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 — Transfers and Servicing, and therefore, the entire one stop loan asset remains in the Consolidated Schedule of Investments. (See Note 7 in the accompanying notes to the consolidated financial statements.)
(5) 
The entire commitment was unfunded at September 30, 2015. As such, no interest is being earned on this investment.

See Notes to Consolidated Financial Statements.




117

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Schedule of Investments – (continued)
September 30, 2015
(In thousands)


(6) 
Loan was on non-accrual status as of September 30, 2015, meaning that the Company has ceased recognizing interest income on the loan.
(7) 
As defined in the Investment Company Act of 1940, as amended (the “1940 Act”), the Company is deemed to be both an “Affiliated Person” of and “Control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Note 5 in the accompanying notes to the consolidated financial statements for transactions during the year ended September 30, 2015 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.
(8) 
The investment is treated as a non-qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not 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.
(9) 
Non-income producing securities.
(10) 
Ownership of certain equity investments may occur through a holding company or partnership.
(11) 
As defined in the 1940 Act, the Company is deemed to be an “Affiliated Person” of the portfolio company as the Company along with affiliated entities owns five percent or more of the portfolio company's voting securities. See Note 5 in the accompanying notes to the financial statements for transactions during the year ended September 30, 2015 in which the issuer was an Affiliated Person (but not a portfolio company that the Company is deemed to control).
 

See Notes to Consolidated Financial Statements.

118
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)




Note 1.     Organization
Golub Capital BDC, Inc. (“GBDC” and, collectively with its subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company. GBDC has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, GBDC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment strategy is to invest primarily in senior secured and one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans) loans of U.S. middle-market companies. The Company may also selectively invest 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, 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”) and pursuant to the requirements for reporting on Form 10-K and Articles 6 or 10 of 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. Certain prior period amounts have been reclassified to conform to the current period presentation.
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.
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.
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


119
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 2.     Significant Accounting Policies and Recent Accounting Updates - (continued)
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 Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries Golub Capital BDC 2010-1 Holdings LLC (“Holdings”), Golub Capital BDC 2010-1 LLC (“2010 Issuer”), Golub Capital BDC CLO 2014 LLC (“2014 Issuer”), Golub Capital BDC Funding LLC (“Funding”), Golub Capital BDC Holdings, LLC (“BDC Holdings”), GC SBIC IV, L.P. (“SBIC IV”), GC SBIC V, L.P. (“SBIC V”) and Golub Capital BDC Revolver Funding, LLC (“Revolver Funding”) in its consolidated financial statements. The Company does not consolidate its non-controlling interest in Senior Loan Fund LLC (“SLF”). See further description of the Company’s investment in SLF in Note 4.
Assets related to transactions that do not meet ASC Topic 860 - Transfers and Servicing (“ASC Topic 860”) requirements for accounting sale treatment are reflected in the Company’s consolidated statements of financial condition as investments. Those assets are owned by special purpose entities, including 2010 Issuer, 2014 Issuer, Funding and Revolver Funding, that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of GBDC (or any affiliate of GBDC).
Cash and cash equivalents:  Cash and cash equivalents 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 may be in excess of the Federal Deposit Insurance Corporation insurance limits.
Restricted cash and cash equivalents:  Restricted cash and cash equivalents include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash is held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets. In addition, restricted cash and cash equivalents include amounts held within the Company’s small business investment company (“SBIC”) subsidiaries. The amounts held within the SBICs are generally restricted to the originations of new loans from the SBICs and the payment of U.S. Small Business Administration (“SBA”) debentures and related interest expense.
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 years ended September 30, 2016, 2015 and 2014, interest income included $8,662, $9,002 and $9,158, respectively, of accretion of discounts. For the years ended September 30, 2016, 2015 and 2014, the Company received loan origination fees of $11,686, $12,922 and $10,699, 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 years ended September 30, 2016, 2015 and 2014, the Company recorded PIK income of $1,171, $1,260 and $1,813, respectively, and received PIK payments in cash of $9, $465 and $2,373, respectively.
In addition, the Company may generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees and prepayment premiums on loans. The Company records these fees as fee income when received. All other income is recorded into income when earned. For the years ended September 30, 2016, 2015 and 2014, fee income included $1,066, $2,035 and $3,137 of prepayment premiums, respectively.
For the years ended September 30, 2016, 2015 and 2014, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $113,172, $108,677 and $96,612, respectively.


120
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 2.     Significant Accounting Policies and Recent Accounting Updates - (continued)
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 cost basis of the investment. For the years ended September 30, 2016, 2015 and 2014, the Company recorded dividend income of $4,638, $1,562 and $1,766, respectively, and return of capital distributions of $5,196, $128 and $4,973, respectively.
Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.
Non-accrual loans:  A loan may 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 may be 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. The total fair value of non-accrual loans was $1,326 and $6,487 as of September 30, 2016 and 2015, respectively.
Partial loan sales:  The Company follows the guidance in ASC Topic 860 when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on the Company’s consolidated statements of financial condition and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. See Note 7 for additional information.
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 to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. 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 may choose to retain taxable income in excess of current year dividend distributions, and would distribute such taxable income in the next tax year. The Company may then be required to pay a 4% excise tax on such income.. To the extent that the Company determines that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the year ended September 30, 2016, $333 was recorded for U.S. federal excise tax. For each of the years ended September 30, 2015 and 2014, no amount was recorded for U.S. federal excise tax.




121
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 2.     Significant Accounting Policies and Recent Accounting Updates - (continued)
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 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 uncertain income tax positions through September 30, 2016. The 2013 through 2015 tax years remain 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 ex-dividend date. 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 may decide to retain such capital gains for investment.
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 participate in the DRIP will have their cash distribution reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company may use newly issued shares under the guidelines of the DRIP (if the Company’s shares are trading at a premium to net asset value), or the Company may purchase shares in the open market in connection with the obligations under the plan. In particular, if the Company’s shares are trading at a significant discount to net asset value (“NAV”) and the Company is otherwise permitted under applicable law to purchase such shares, the Company intends to purchase shares in the open market in connection with any obligations under the DRIP.
In the event the market price per share of the Company’s common stock on the date of a distribution exceeds the most recently computed NAV per share of the common stock, the Company will issue shares of common stock to participants in the DRIP at the greater of the most recently computed NAV per share of common stock or 95% of the current market price per share of common stock (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share of common stock).
Share repurchase plan:  The Company has a share repurchase program (the “Program”) which allows the Company to repurchase up to $50,000 of the Company’s outstanding common stock on the open market at prices below the Company’s NAV as reported in its most recently published consolidated financial statements. The Board most recently reapproved the Program in August 2016 and the Program may be implemented at the discretion of management. The shares may be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. The Company did not make any repurchases of its common stock during the years ended September 30, 2016 and 2015.
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, 2016 and 2015, the Company had deferred debt issuance costs of $5,627 and $7,624 respectively. These amounts are amortized and included in interest expense in the consolidated statements of operations over the estimated average life of the borrowings. Amortization expense for the years ended September 30, 2016, 2015 and 2014 was $4,184, $4,506 and $3,030, 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 charged against the proceeds from equity offerings when received. As of September 30, 2016 and 2015, deferred offering costs, which are included in other assets on the consolidated statements of financial condition, were $145 and $174, respectively.
Accounting for derivative instruments:  The Company does not utilize hedge accounting and marks its derivatives, if any, to market through a net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations.




122
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 2.     Significant Accounting Policies and Recent Accounting Updates - (continued)
Recent accounting pronouncements:  In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective for annual reporting periods, and the interim periods within those periods, beginning after December 15, 2015 and early adoption is permitted. The Company has elected to adopt the ASU which did not have a material impact on the Company’s consolidated financial statements other than corresponding reductions to total assets and total liabilities on the consolidated statements of financial condition. Prior to adoption, the Company recorded deferred debt issuance costs as deferred financing costs as an asset on the consolidated statements of financial condition. Upon adoption, the Company reclassified these costs as unamortized debt issuance costs that reduce debt in the liabilities on the consolidated statements of financial condition and retrospectively reclassified the $7,624 of deferred debt issuance costs that were previously presented as deferred financing costs as an asset as of September 30, 2015.

Note 3. 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, GBDC. The Board most recently reapproved the Investment Advisory Agreement in May 2016. The Investment Adviser is a registered investment adviser with the 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 1.375% of average adjusted gross assets at the end of the two most recently completed calendar quarters (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian but adjusted to exclude cash and cash equivalents so that investors do not pay the base management fee on such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser is voluntarily excluding assets funded with secured borrowing proceeds from the base management fee. The base management fee is adjusted, based on the actual number of day’s 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 means 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 the Company, 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 Company has structured the calculation of the Incentive Fee to include a fee limitation such that an Incentive Fee for any quarter can only be paid to the Investment Adviser if, after such payment, the cumulative Incentive Fees paid to the Investment Adviser since April 13, 2010, the effective date of the Company’s election to become a BDC, would be less than or equal to 20.0% of the Company’s Cumulative Pre-Incentive Fee Net Income (as defined below).
The Company accomplishes this limitation by subjecting each quarterly Incentive Fee payable under the Income and Capital Gain Incentive Fee Calculation (as defined below) to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is equal to the difference between (a) 20.0% of Cumulative Pre-Incentive Fee Net Income and (b) cumulative Incentive Fees of any kind paid to the Investment Adviser by GBDC since April 13, 2010. 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. If, for any relevant period, the Incentive Fee Cap calculation results in the Company paying less than the amount of the Incentive Fee calculated above, then the difference between the Incentive Fee and the Incentive Fee Cap will not be paid by GBDC and will not be received by the Investment Adviser as an Incentive Fee either at the end of such relevant period or at the end of any future period. “Cumulative Pre-Incentive Fee Net Income” is equal to the sum of (a) Pre-Incentive Fee Net Investment Income (as defined below) for each period since April 13, 2010 and (b) cumulative aggregate realized capital gains, cumulative aggregate realized capital losses, cumulative aggregate unrealized capital depreciation and cumulative aggregate unrealized capital appreciation since April 13, 2010.
“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


123
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 3. Related Party Transactions - (continued)
interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash.
Incentive Fees are calculated and payable quarterly in arrears (or, upon termination of the Investment Advisory Agreement, as of the termination date).
The income and capital gains incentive fee calculation (the “Income and Capital Gain Incentive Fee Calculation”) has two parts, the income component (the “Income Incentive Fee”) and the capital gains component (the “Capital Gain Incentive Fee” and, together with the Income Incentive Fee, the “Incentive Fee”). The Income Incentive Fee is calculated quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.
For the years ended September 30, 2016, 2015, and 2014, the Income Incentive Fee incurred was $6,022, $7,489, and $10,032, respectively.
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 may be 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 Incentive Fee will be paid unless the payment of such Incentive Fee would cause the Company to pay Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap. 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 2.0% quarterly. If market interest rates rise, the Company may be able to invest funds in debt instruments that provide for a higher return, which would increase Pre-Incentive Fee Net Investment Income and make it easier for the Investment Adviser to surpass the fixed hurdle rate and receive an Incentive Fee based on such net investment income.
The Company’s Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of its total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the 1.375% base management fee annual rate.
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 the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.5% in any calendar quarter. This portion of the Company’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 2.5%) is referred to as the “catch-up” provision. The catch-up is meant to provide the Investment Adviser with 20.0% of the Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.5% in any calendar quarter; and
•
20.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any calendar quarter.
The Capital Gain Incentive Fee equals (a) 20.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), which commenced with the calendar year ending December 31, 2010, 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 (i) realized capital gains, if any, on a cumulative positive basis from the date the Company elected to become a BDC through the end of each calendar year, (ii) all realized capital losses on a cumulative basis, (iii) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred financing costs, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis.


124
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 3. Related Party Transactions - (continued)
•
The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
•
The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
•
The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.
The Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement (as described above) for each of the years ended September 30, 2016, 2015 and 2014 was $0. However, in accordance with GAAP, the Company is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis, as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 20% 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 may result 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. Since inception through September 30, 2016, the Company has not made any Capital Gain Incentive Fee payments. For the years ended September 30, 2016, 2015, and 2014, the Company accrued a capital gain incentive fee under GAAP of $1,244, $2,737, and $96, respectively.
The sum of the Income Incentive Fee and the Capital Gain Incentive Fee is the “Incentive Fee.”
Administration Agreement:  Under the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment, provides the Company with 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. GBDC reimburses the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, fees and expenses associated with performing compliance functions and GBDC’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 are reasonable and comparable to administrative services charged by unaffiliated third party asset managers. 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.
Included in accounts payable and accrued expenses is $566 and $606 as of September 30, 2016 and 2015, respectively, for accrued allocated shared services under the Administration Agreement.
Other related party transactions:  The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash.
Total expenses reimbursed to the Administrator during the years ended September 30, 2016, 2015 and 2014 were $2,438, $960 and $1,388, respectively.
As of September 30, 2016 and 2015, included in accounts payable and accrued expenses were $582 and $554, respectively, for accrued expenses paid on behalf of the Company by the Administrator.


125
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 3. Related Party Transactions - (continued)
During the years ended September 30, 2016 and 2015 the Company sold $157,795 and $288,971, respectively, of investments and unfunded commitments to SLF at fair value and recognized $1,124 and $2,083, respectively, of net realized gains. The Company did not sell any investments or unfunded commitments to SLF during the year ended September 30, 2014.
On June 22, 2016, the Company entered into an unsecured revolving credit facility with the Investment Adviser (the "Adviser Revolver"), with a maximum credit limit of $20,000 and expiration date of June 22, 2019. Refer to Note 7 for discussion of the Adviser Revolver.
For the years ended September 30, 2016, 2015 and 2014, SLF incurred an administrative service fee of $457, $249 and $139, respectively, to reimburse the Administrator for expenses pursuant to an administrative and loan services agreement by and between SLF and the Administrator.

Note 4.     Investments
Investments consisted of the following:
 
As of September 30, 2016
 
As of September 30, 2015
  
Par
 
Amortized
Cost
 
Fair
Value
 
Par
 
Amortized
Cost
 
Fair
Value
Senior secured
$
164,818

 
$
162,969

 
$
162,849

 
$
199,573

 
$
197,189

 
$
197,329

One stop
1,321,494

 
1,303,056

 
1,304,467

 
1,153,450

 
1,137,654

 
1,134,222

Second lien
27,909

 
27,579

 
27,909

 
39,924

 
39,464

 
39,774

Subordinated debt
1,750

 
1,750

 
1,427

 
1,707

 
1,707

 
1,715

Subordinated notes in SLF(1)
77,301

 
77,301

 
77,301

 
76,563

 
76,563

 
76,563

LLC equity interests in SLF(1)
N/A

 
31,339

 
26,927

 
N/A

 
23,222

 
22,373

Equity
N/A

 
46,179

 
59,732

 
N/A

 
41,515

 
57,808

Total
$
1,593,272

 
$
1,650,173

 
$
1,660,612

 
$
1,471,217

 
$
1,517,314

 
$
1,529,784

 
(1) 
SLF’s proceeds from the subordinated notes and LLC equity interests invested in SLF were utilized by SLF to invest in senior secured loans.

126
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4.     Investments - (continued)
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, 2016
 
As of September 30, 2015
Amortized Cost:
  

 
  

 
  

 
  

United States
  

 
  

 
  

 
  

Mid-Atlantic
$
411,509

 
24.9
%
 
$
400,538

 
26.4
%
Midwest
353,117

 
21.4

 
288,923

 
19.0

West
289,208

 
17.5

 
245,455

 
16.2

Southeast
364,203

 
22.1

 
376,243

 
24.8

Southwest
117,168

 
7.1

 
92,714

 
6.1

Northeast
100,056

 
6.1

 
113,441

 
7.5

Canada
14,912

 
0.9

 
—

 
—

Total
$
1,650,173

 
100.0
%
 
$
1,517,314

 
100.0
%
 
 
 
 
 
 
 
 
Fair Value:
  

 
  

 
  

 
  

United States
  

 
  

 
  

 
  

Mid-Atlantic
$
403,536

 
24.3
%
 
$
395,779

 
25.9
%
Midwest
357,059

 
21.5

 
292,826

 
19.1

West
288,047

 
17.3

 
250,264

 
16.4

Southeast
368,450

 
22.2

 
376,653

 
24.6

Southwest
119,641

 
7.2

 
95,524

 
6.2

Northeast
108,866

 
6.6

 
118,738

 
7.8

Canada
15,013

 
0.9

 
—

 
—

Total
$
1,660,612

 
100.0
%
 
$
1,529,784

 
100.0
%















127
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4.     Investments - (continued)
The industry compositions of the portfolio at amortized cost and fair value were as follows:
 
As of September 30, 2016
 
As of September 30, 2015
 
Amortized Cost:
  

 
  

 
  

 
  
 
Aerospace and Defense
$
64,220

 
3.9

%
$
87,245

 
5.7
%
Automobile
25,293

 
1.5

 
15,451

 
1.0
 
Banking
17,447

 
1.1

 
17,059

 
1.1
 
Beverage, Food and Tobacco
141,879

 
8.6

 
133,352

 
8.8
 
Broadcasting and Entertainment
1,471

 
0.1

 
1,485

 
0.1
 
Buildings and Real Estate
24,386

 
1.5

 
31,039

 
2.0
 
Chemicals, Plastics and Rubber
73

 
0.0

*
6,166

 
0.4
 
Containers, Packaging and Glass
3,477

 
0.2

 
31,429

 
2.1
 
Diversified Conglomerate Manufacturing
84,255

 
5.1

 
66,939

 
4.4
 
Diversified Conglomerate Service
270,691

 
16.4

 
209,454

 
13.8
 
Ecological
15,343

 
0.9

 
—

 
—
 
Electronics
144,560

 
8.8

 
134,487

 
8.9
 
Finance
—

 
—

 
10,056

 
0.7
 
Grocery
17,051

 
1.0

 
21,670

 
1.4
 
Healthcare, Education and Childcare
322,793

 
19.6

 
227,871

 
15.0
 
Home and Office Furnishings, Housewares and Durable Consumer
17,796

 
1.1

 
25,102

 
1.7
 
Hotels, Motels, Inns, and Gaming
804

 
0.0

*
—

 
—
 
Insurance
32,652

 
2.0

 
31,407

 
2.1
 
Investment Funds and Vehicles
108,640

 
6.6

 
99,785

 
6.6
 
Leisure, Amusement, Motion Pictures and Entertainment
56,004

 
3.4

 
60,696

 
4.0
 
Mining, Steel, Iron and Non-Precious Metals
4,562

 
0.3

 
4,968

 
0.3
 
Oil and Gas
2,287

 
0.1

 
1,241

 
0.1
 
Personal and Non-Durable Consumer Products
37,531

 
2.3

 
35,021

 
2.3
 
Personal, Food and Miscellaneous Services
64,790

 
3.9

 
49,873

 
3.3
 
Printing and Publishing
46,049

 
2.8

 
32,791

 
2.2
 
Retail Stores
130,991

 
7.9

 
170,100

 
11.2
 
Telecommunications
2,170

 
0.1

 
2,315

 
0.2
 
Textiles and Leather
2,015

 
0.1

 
5,195

 
0.3
 
Utilities
10,943

 
0.7

 
5,117

 
0.3
 
Total
$
1,650,173

 
100.0

%
$
1,517,314

 
100.0
%
*Represents an amount less than 0.1%













128
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4.     Investments - (continued)
 
As of September 30, 2016
 
As of September 30, 2015
 
Fair Value:
  

 
  

 
  

 
  
 
Aerospace and Defense
$
59,120

 
3.6

%
$
84,370

 
5.5
%
Automobile
25,911

 
1.6

 
15,627

 
1.0
 
Banking
17,529

 
1.1

 
17,177

 
1.1
 
Beverage, Food and Tobacco
145,658

 
8.8

 
135,937

 
8.9
 
Broadcasting and Entertainment
1,483

 
0.1

 
1,496

 
0.1
 
Buildings and Real Estate
24,852

 
1.5

 
31,277

 
2.0
 
Chemicals, Plastics and Rubber
75

 
0.0

*
6,241

 
0.4
 
Containers, Packaging and Glass
3,489

 
0.2

 
32,553

 
2.1
 
Diversified Conglomerate Manufacturing
84,306

 
5.1

 
67,337

 
4.4
 
Diversified Conglomerate Service
274,198

 
16.5

 
212,411

 
13.9
 
Ecological
15,618

 
0.9

 
—

 
—
 
Electronics
146,319

 
8.8

 
136,161

 
8.9
 
Finance
—

 
—

 
10,290

 
0.7
 
Grocery
17,862

 
1.1

 
21,843

 
1.4
 
Healthcare, Education and Childcare
327,287

 
19.7

 
228,136

 
14.9
 
Home and Office Furnishings, Housewares and Durable Consumer
16,498

 
1.0

 
23,750

 
1.6
 
Hotels, Motels, Inns, and Gaming
815

 
0.0

*
—

 
—
 
Insurance
33,303

 
2.0

 
31,694

 
2.1
 
Investment Funds and Vehicles
104,228

 
6.3

 
98,936

 
6.5
 
Leisure, Amusement, Motion Pictures and Entertainment
51,397

 
3.1

 
59,032

 
3.9
 
Mining, Steel, Iron and Non-Precious Metals
3,914

 
0.2

 
4,999

 
0.3
 
Oil and Gas
2,305

 
0.1

 
1,256

 
0.1
 
Personal and Non-Durable Consumer Products
37,895

 
2.3

 
36,119

 
2.4
 
Personal, Food and Miscellaneous Services
66,198

 
4.0

 
50,629

 
3.3
 
Printing and Publishing
46,814

 
2.8

 
33,019

 
2.2
 
Retail Stores
137,940

 
8.3

 
176,633

 
11.5
 
Telecommunications
2,111

 
0.1

 
2,294

 
0.1
 
Textiles and Leather
2,061

 
0.1

 
5,271

 
0.3
 
Utilities
11,426

 
0.7

 
5,296

 
0.4
 
Total
$
1,660,612

 
100.0

%
$
1,529,784

 
100.0
%
*Represents an amount less than 0.1%

Senior Loan Fund LLC:
The Company co-invests with RGA Reinsurance Company (“RGA”) in senior secured loans through SLF, an unconsolidated Delaware LLC. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect of SLF must be approved by the SLF investment committee consisting of two representatives of each of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). SLF may cease making new investments upon notification of either member but operations will continue until all investments have been sold or paid-off in the normal course of business. Investments held by SLF are measured by SLF at fair value using the same valuation methodologies as described in Note 6 and the determination of such fair value is not included in the Board's valuation process.
SLF is capitalized with subordinated notes and LLC equity interest subscriptions from its members. As of September 30, 2016 and 2015, the Company and RGA owned 87.5% and 12.5%, respectively, of both the outstanding subordinated notes and LLC equity interests. SLF’s profits and losses are allocated to the Company and RGA in accordance with their respective 87.5% and 12.5% ownership interests. Additionally, SLF has entered into a senior secured revolving credit facility (as amended, the “SLF Credit Facility”) with Wells Fargo Bank, N.A., through its wholly-owned subsidiary Senior Loan Fund II LLC (“SLF II”), which, as of September 30, 2016, allowed SLF II to borrow up to $300,000 at any one time outstanding, subject to leverage and borrowing base restrictions.

129
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4.     Investments - (continued)
As of September 30, 2016 and 2015, SLF had the following commitments from its members:
 
As of September 30, 2016
 
As of September 30, 2015
  
Committed
 
Funded(1)
 
Committed
 
Funded(1)
Subordinated note commitments (2)
$
160,000

 
$
88,344

 
$
160,000

 
$
87,500

LLC equity commitments (2)
40,000

 
35,816

 
40,000

 
26,540

Total
$
200,000

 
$
124,160

 
$
200,000

 
$
114,040

 
(1) 
Funded subordinated note commitments are presented net of repayments subject to recall and funded LLC equity commitments are presented net of return of capital distributions subject to recall.
(2) 
Commitments presented are combined for the Company and RGA.
As of September 30, 2016 and 2015, SLF had total assets at fair value of $332,786 and $323,395, respectively. As of September 30, 2016, SLF had one portfolio company investment on non-accrual status and the total fair value of non-accrual loans was $6,686. As of September 30, 2015, SLF did not have any portfolio company investments investments on non-accrual status. The portfolio companies in SLF are in industries similar to those in which the Company may invest directly. Additionally, as of September 30, 2016 and 2015, SLF had commitments to fund various undrawn revolvers and delayed draw investments to its portfolio companies totaling $24,104 and $30,840, respectively.
Below is a summary of SLF’s portfolio, followed by a listing of the individual loans in SLF’s portfolio as of September 30, 2016 and 2015:
 
As of September 30,
  
2016
 
2015
Senior secured loans (1)
$
331,473

 
$
320,583

Weighted average current interest rate on senior secured loans (2)
6.0
%
 
5.8
%
Number of borrowers in SLF
62

 
62

Largest portfolio company investments (1)
$
13,050

 
$
12,734

Total of five largest portfolio company investments (1)
$
61,118

 
$
59,917

 
(1) 
At principal/par amount.
(2) 
Computed as the (a) annual stated interest rate on accruing senior secured loans divided by (b) total senior secured loans at principal/par amount.


130
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4.     Investments - (continued)
SLF Loan Portfolio as of September 30, 2016
Portfolio Company
 
Business Description
 
Security Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
1A Smart Start LLC(3)
 
Home and Office Furnishings, Housewares, and Durable Consumer
 
Senior loan
 
02/2022
 
5.8

% 
 
$
2,116

 
$
2,111

ACTIVE Network, Inc.
 
Electronics
 
Senior loan
 
11/2020
 
5.5

 
 
1,945

 
1,938

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
6,805

 
6,601

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
466

 
452

Advanced Pain Management Holdings, Inc.(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
N/A

(5) 
 
—

 
(35
)
Aimbridge Hospitality, LLC (3)
 
Hotels, Motels, Inns, and Gaming
 
Senior loan
 
10/2018
 
5.8

 
 
5,037

 
5,037

American Seafoods Group LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
08/2021
 
6.0

 
 
4,818

 
4,806

Argon Medical Devices, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2021
 
5.8

 
 
3,895

 
3,895

Arise Virtual Solutions, Inc.(3)
 
Telecommunications
 
Senior loan
 
12/2018
 
7.8

  
 
10,804

 
10,264

Arise Virtual Solutions, Inc.(3)(4)
 
Telecommunications
 
Senior loan
 
12/2018
 
N/A

(5) 
 
—

 
(28
)
Atkins Nutritionals, Inc.(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
01/2019
 
6.3

  
 
5,664

 
5,664

BMC Software, Inc.
 
Electronics
 
Senior loan
 
09/2020
 
5.0

 
 
1,876

 
1,813

Boot Barn, Inc.
 
Retail Stores
 
Senior loan
 
06/2021
 
5.5

  
 
10,667

 
10,667

Brandmuscle, Inc.
 
Printing and Publishing
 
Senior loan
 
12/2021
 
5.8

 
 
4,948

 
4,938

C.B. Fleet Company, Incorporated
 
Personal and Non Durable Consumer Products
 
Senior loan
 
12/2021
 
5.8

 
 
7,613

 
7,613

Checkers Drive-In Restaurants, Inc.
 
Beverage, Food and Tobacco
 
Senior loan
 
01/2022
 
6.5

 
 
4,460

 
4,427

CLP Healthcare Services, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2020
 
6.3

 
 
8,677

 
8,677

CLP Healthcare Services, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2020
 
6.3

 
 
4,373

 
4,373

Community Veterinary Partners, LLC
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
10/2021
 
6.5

 
 
2,466

 
2,454

Community Veterinary Partners, LLC
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
10/2021
 
6.5

 
 
1,240

 
1,234

CPI Buyer, LLC (Cole-Parmer)(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2021
 
5.5

 
 
5,805

 
5,776

Curo Health Services LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2022
 
6.5

 
 
5,910

 
5,928

DentMall MSO, LLC(6)
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
10,147

 
6,088

DentMall MSO, LLC(6)
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
1,000

 
598

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
5.5

 
 
4,568

 
4,431

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
5.5

 
 
255

 
224

EAG, INC. (Evans Analytical Group)
 
Diversified/Conglomerate Service
 
Senior loan
 
07/2017
 
5.0

 
 
2,113

 
2,113

Encore GC Acquisition, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2020
 
6.3

 
 
4,773

 
4,773

Encore GC Acquisition, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2020
 
7.8

 
 
164

 
164

Express Oil Change, LLC(3)
 
Retail Stores
 
Senior loan
 
12/2017
 
6.0

 
 
4,841

 
4,841

Extreme Reach Inc.
 
Broadcasting and Entertainment
 
Senior loan
 
02/2020
 
7.3

 
 
1,976

 
1,998

Federal-Mogul Corporation
 
Automobile
 
Senior loan
 
04/2021
 
4.8

 
 
3,920

 
3,799

Flexan, LLC
 
Chemicals, Plastics and Rubber
 
Senior loan
 
02/2020
 
6.3

 
 
6,090

 
6,090

Harvey Tool Company, LLC(3)
 
Diversified/Conglomerate Manufacturing
 
Senior loan
 
03/2020
 
6.0

 
 
3,108

 
3,108

Jensen Hughes, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2021
 
6.3

 
 
2,342

 
2,342

Jensen Hughes, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2021
 
6.0

 
 
104

 
104

Jensen Hughes, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2021
 
6.2

 
 
65

 
65

Joerns Healthcare, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2020
 
6.0

 
 
9,598

 
9,118


131
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4. Investments - (continued)
SLF Loan Portfolio as of September 30, 2016 – (continued)
Portfolio Company
 
Business Description
 
Security Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2018
 
6.5

% 
 
$
6,834

 
$
6,834

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2018
 
6.5

  
 
1,061

 
1,061

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2018
 
6.5

  
 
596

 
596

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
6.8

 
 
3,781

 
3,781

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
5.3

  
 
179

 
179

Loar Group Inc.
 
Aerospace and Defense
 
Senior loan
 
01/2022
 
5.8

  
 
2,233

 
2,233

Mediaocean LLC(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
08/2022
 
5.8

  
 
3,137

 
3,137

Northwestern Management Services, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2019
 
6.5

  
 
4,288

 
4,224

Northwestern Management Services, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2019
 
6.5

  
 
470

 
463

Northwestern Management Services, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2019
 
7.5

  
 
1

 
1

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.5

  
 
1,998

 
1,958

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.7

  
 
180

 
166

Pasternack Enterprises, Inc. and Fairview Microwave, Inc(3)
 
Diversified/Conglomerate Manufacturing
 
Senior loan
 
05/2022
 
6.0

  
 
1,640

 
1,623

Payless ShoeSource, Inc.
 
Retail Stores
 
Senior loan
 
03/2021
 
5.0

  
 
1,955

 
1,163

Pentec Acquisition Sub, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2018
 
6.3

  
 
1,419

 
1,419

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
12/2020
 
5.8

  
 
5,895

 
5,895

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
12/2020
 
5.8

  
 
1,219

 
1,219

PowerPlan Holdings, Inc.(3)
 
Utilities
 
Senior loan
 
02/2022
 
5.8

  
 
11,994

 
11,994

PPT Management, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
04/2020
 
6.0

  
 
13,026

 
13,026

PPT Management, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
04/2020
 
6.0

  
 
10

 
10

Premise Health Holding Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2020
 
5.5

  
 
11,891

 
11,891

Pyramid Healthcare, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
6.8

  
 
8,354

 
8,354

Pyramid Healthcare, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
7.8

  
 
373

 
373

R.G. Barry Corporation
 
Personal, Food and Miscellaneous Services
 
Senior loan
 
09/2019
 
6.0

  
 
5,880

 
5,821

Radiology Partners, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
6.5

  
 
7,072

 
7,001

Radiology Partners, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
6.5

  
 
801

 
792

Radiology Partners, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
6.5

  
 
510

 
505

Radiology Partners, Inc.(3)(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
N/A

(5) 
 
—

 
(6
)
Radiology Partners, Inc.(3)(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
09/2020
 
N/A

(5) 
 
—

 
(3
)
Reliant Pro ReHab, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2017
 
6.0

  
 
3,337

 
3,337

RSC Acquisition, Inc.(3)
 
Insurance
 
Senior loan
 
11/2022
 
6.3

  
 
3,732

 
3,732

RSC Acquisition, Inc.(3)
 
Insurance
 
Senior loan
 
11/2022
 
6.3

  
 
172

 
172

RSC Acquisition, Inc.
 
Insurance
 
Senior loan
 
11/2020
 
6.8

  
 
33

 
33

Rubio's Restaurants, Inc.(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
11/2018
 
6.0

  
 
5,044

 
5,044

Rug Doctor LLC
 
Personal and Non Durable Consumer Products
 
Senior loan
 
06/2018
 
6.3

  
 
7,780

 
7,780

Saldon Holdings, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
09/2021
 
5.5

  
 
2,718

 
2,718

Sarnova HC, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2022
 
5.8

  
 
3,722

 
3,722

SEI, Inc.
 
Electronics
 
Senior loan
 
07/2021
 
5.8

 
 
8,711

 
8,711

Self Esteem Brands, LLC(3)
 
Leisure, Amusement, Motion Pictures, Entertainment
 
Senior loan
 
02/2020
 
5.0

 
 
6,342

 
6,342

Severin Acquisition, LLC(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
07/2021
 
5.9

 
 
4,882

 
4,858


132
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4. Investments - (continued)
SLF Loan Portfolio as of September 30, 2016 – (continued)
Portfolio Company
 
Business Description
 
Security Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

% 
 
$
951

 
$
932

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
74

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
73

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
73

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.8

 
 
75

 
73

Smashburger Finance LLC(4)
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
N/A

(5) 
 
—

 
(2
)
Systems Maintenance Services Holding, Inc.(3)
 
Electronics
 
Senior loan
 
10/2019
 
5.0

 
 
2,396

 
2,396

Tate's Bake Shop, Inc.(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
08/2019
 
6.0

 
 
2,955

 
2,955

Teasdale Quality Foods, Inc.
 
Grocery
 
Senior loan
 
10/2020
 
5.3

 
 
4,582

 
4,566

Transaction Data Systems, Inc.(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
06/2021
 
6.3

 
 
5,260

 
5,260

Transaction Data Systems, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
06/2020
 
5.5

 
 
9

 
8

W3 Co.
 
Oil and Gas
 
Senior loan
 
03/2020
 
5.8

 
 
2,924

 
2,295

Worldwide Express Operations, LLC
 
Cargo Transport
 
Senior loan
 
07/2019
 
6.0

 
 
4,869

 
4,869

Worldwide Express Operations, LLC
 
Cargo Transport
 
Senior loan
 
07/2019
 
6.0

 
 
100

 
100

Young Innovations, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2019
 
5.3

 
 
3,804

 
3,818

Young Innovations, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2018
 
6.8

 
 
122

 
118

Zest Holdings, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2020
 
5.8

 
 
5,282

 
5,282

  
 
 
 
 
 
 
 
 
 
 
$
331,473

 
$
323,510

 
(1) 
Represents the weighted average annual current interest rate as of September 30, 2016. All interest rates are payable in cash.
(2) 
Represents the fair value in accordance with ASC, Topic 820. The determination of such fair value is not included in the Board's valuation process described elsewhere herein.
(3) 
The Company also holds a portion of the first lien senior secured loan in this portfolio company.
(4) 
The negative fair value is the result of the unfunded commitment being valued below par.
(5) 
The entire commitment was unfunded at September 30, 2016. As such, no interest is being earned on this investment.
(6) 
Loan was on non-accrual status as of September 30, 2016, meaning that SLF has ceased recognizing interest income on the loan.


133
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4.     Investments  – (continued)
SLF Loan Portfolio as of September 30, 2015
Portfolio Company
 
Business Description
 
Security Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
1011778 B.C. ULC (New Red Finance/Burger King)
 
Beverage, Food and Tobacco
 
Senior loan
 
12/2021
 
3.8

% 
 
$
2,271

 
$
2,264

5.11, Inc.(3)
 
Textiles and Leather
 
Senior loan
 
02/2020
 
6.0

 
 
3,162

 
3,172

Acosta, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
09/2021
 
4.3

 
 
2,978

 
2,938

ACTIVE Network, Inc.
 
Electronics
 
Senior loan
 
11/2020
 
5.5

 
 
1,965

 
1,951

Aderant North America, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2018
 
5.3

 
 
4,195

 
4,195

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
6,946

 
6,807

Advanced Pain Management Holdings, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
6.3

 
 
475

 
460

Advanced Pain Management Holdings, Inc.(4)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2018
 
N/A

(5) 
 
—

 
(23
)
Affordable Care Inc.
 
Personal, Food and Miscellaneous
Services
 
Senior loan
 
12/2018
 
5.5

 
 
3,976

 
3,976

Aimbridge Hospitality, LLC
 
Hotels, Motels, Inns, and Gaming
 
Senior loan
 
10/2018
 
5.8

 
 
5,204

 
5,204

ARG IH Corporation
 
Beverage, Food and Tobacco
 
Senior loan
 
11/2020
 
4.8

 
 
4,370

 
4,385

Arise Virtual Solutions, Inc.(3)(4)
 
Telecommunications
 
Senior loan
 
12/2018
 
N/A

(5) 
 
—

 
(23
)
Arise Virtual Solutions, Inc.(3)
 
Telecommunications
 
Senior loan
 
12/2018
 
6.8

 
 
11,729

 
11,494

Atkins Nutritionals, Inc(3)
 
Beverage, Food and Tobacco
 
Senior loan
 
01/2019
 
6.3

 
 
5,872

 
5,879

Atrium Innovations
 
Personal and Non Durable Consumer
Products
 
Senior loan
 
02/2021
 
4.3

 
 
3,520

 
3,336

BJ’s Wholesale Club, Inc.
 
Retail Stores
 
Senior loan
 
09/2019
 
4.5

 
 
2,957

 
2,934

BMC Software, Inc.
 
Electronics
 
Senior loan
 
09/2020
 
5.0

  
 
1,895

 
1,729

Brickman Group Ltd. LLC
 
Farming and Agriculture
 
Senior loan
 
12/2020
 
4.0

 
 
1,980

 
1,954

C.B. Fleet Company, Incorporated
 
Personal and Non Durable Consumer
Products
 
Senior loan
 
10/2020
 
5.4

 
 
5,630

 
5,630

C.B. Fleet Company, Incorporated
 
Personal and Non Durable Consumer
Products
 
Senior loan
 
10/2020
 
5.4

 
 
696

 
696

CLP Healthcare Services, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
12/2020
 
5.8

 
 
4,417

 
4,401

Connect Merger Sub, Inc.
 
Telecommunications
 
Senior loan
 
04/2020
 
4.8

 
 
3,935

 
3,820

CPI Buyer, LLC (Cole-Parmer)(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2021
 
5.5

 
 
5,955

 
5,925

Curo Health Services LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
02/2022
 
6.5

 
 
5,970

 
5,990

DentMall MSO, LLC
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
10,251

 
10,046

DentMall MSO, LLC
 
Retail Stores
 
Senior loan
 
07/2019
 
6.0

 
 
1,000

 
946

Dialysis Newco, Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
04/2021
 
4.5

 
 
2,469

 
2,470

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
5.5

 
 
4,614

 
4,384

DISA Holdings Acquisition Subsidiary Corp.
 
Diversified/Conglomerate Service
 
Senior loan
 
12/2020
 
6.8

  
 
96

 
43

EAG, INC. (Evans Analytical
Group)
 
Diversified/Conglomerate Service
 
Senior loan
 
07/2017
 
5.0

  
 
2,245

 
2,245

Extreme Reach Inc.
 
Broadcasting and Entertainment
 
Senior loan
 
01/2020
 
6.8

  
 
5,612

 
5,591

Federal-Mogul Corporation
 
Automobile
 
Senior loan
 
04/2021
 
4.8

  
 
3,960

 
3,769

GSDM Holdings Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2019
 
5.3

  
 
1,782

 
1,782

Hygenic Corporation, The(3)
 
Personal and Non Durable Consumer
Products
 
Senior loan
 
10/2020
 
6.0

  
 
4,515

 
4,515

Integrated Supply Network, LLC(3)
 
Automobile
 
Senior loan
 
02/2020
 
6.3

  
 
12,000

 
12,000

Integrated Supply Network, LLC(3)
 
Automobile
 
Senior loan
 
02/2020
 
6.9

  
 
734

 
734

Joerns Healthcare, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2020
 
6.2

  
 
9,696

 
9,647

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
09/2017
 
6.5

  
 
6,906

 
6,906

Julio & Sons Company
 
Beverage, Food and Tobacco
 
Senior loan
 
09/2017
 
6.5

  
 
254

 
254


134
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4. Investments - (continued)
SLF Loan Portfolio as of September 30, 2015 – (continued)
Portfolio Company
 
Business Description
 
Security Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
5.3

% 
 
$
3,865

 
$
3,749

K&N Engineering, Inc.(3)
 
Automobile
 
Senior loan
 
07/2019
 
5.3

  
 
183

 
177

K&N Engineering, Inc.(3)(4)
 
Automobile
 
Senior loan
 
07/2019
 
N/A

(5) 
 
—

 
(6
)
Mister Car Wash Holdings, Inc.
 
Automobile
 
Senior loan
 
08/2021
 
5.0

  
 
2,970

 
2,971

National Veterinary Associates,
Inc.
 
Personal, Food and Miscellaneous
Services
 
Senior loan
 
08/2021
 
4.8

  
 
990

 
991

Netsmart Technologies, Inc.(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
02/2019
 
6.3

  
 
10,448

 
10,448

Netsmart Technologies, Inc.(3)
 
Diversified/Conglomerate Service
 
Senior loan
 
02/2019
 
7.5

  
 
231

 
231

Northwestern Management Services, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2017
 
6.3

  
 
3,912

 
3,912

Northwestern Management Services, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2017
 
7.0

  
 
147

 
147

Northwestern Management Services, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
10/2017
 
6.3

  
 
47

 
47

Octane Fitness, LLC
 
Leisure, Amusement, Motion Pictures,
Entertainment
 
Senior loan
 
10/2018
 
6.5

  
 
7,718

 
7,718

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.8

  
 
2,037

 
2,037

Paradigm DKD Group, LLC
 
Buildings and Real Estate
 
Senior loan
 
11/2018
 
6.9

  
 
292

 
292

Pasternack Enterprises, Inc.
 
Diversified/Conglomerate Manufacturing
 
Senior loan
 
12/2017
 
6.3

  
 
1,044

 
1,044

Payless ShoeSource, Inc.
 
Retail Stores
 
Senior loan
 
03/2021
 
5.0

  
 
1,975

 
1,580

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous
Services
 
Senior loan
 
12/2020
 
5.5

  
 
5,955

 
5,955

PetVet Care Centers LLC(3)
 
Personal, Food and Miscellaneous
Services
 
Senior loan
 
12/2020
 
5.5

  
 
646

 
646

PowerPlan Holdings, Inc.(3)
 
Utilities
 
Senior loan
 
02/2022
 
6.3

  
 
12,000

 
12,000

Premise Health Holding Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2020
 
5.5

  
 
11,921

 
11,921

Premise Health Holding Corp.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2020
 
5.5

  
 
283

 
283

R.G. Barry Corporation
 
Personal, Food and Miscellaneous
Services
 
Senior loan
 
09/2019
 
6.0

  
 
6,272

 
6,209

Reliant Pro ReHab, LLC(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
06/2017
 
6.0

  
 
4,225

 
4,225

Renaissance Pharma (U.S.) Holdings Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2018
 
5.0

  
 
3,758

 
3,758

Renaissance Pharma (U.S.) Holdings Inc.
 
Healthcare, Education and Childcare
 
Senior loan
 
05/2018
 
6.3

  
 
71

 
71

Rubio’s Restaurants, Inc(3)
 
Retail Stores
 
Senior loan
 
11/2018
 
6.0

  
 
5,095

 
5,095

Rug Doctor LLC(3)
 
Personal and Non Durable Consumer
Products
 
Senior loan
 
12/2016
 
6.3

  
 
9,769

 
9,769

Scientific Games International,
Inc.
 
Hotels, Motels, Inns, and Gaming
 
Senior loan
 
10/2020
 
6.0

  
 
3,935

 
3,891

SEI, Inc.
 
Electronics
 
Senior loan
 
07/2021
 
5.8

  
 
8,799

 
8,711

Self Esteem Brands, LLC(3)
 
Leisure, Amusement, Motion Pictures,
Entertainment
 
Senior loan
 
02/2020
 
5.0

  
 
7,930

 
7,930

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.3

  
 
960

 
960

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.3

  
 
75

 
75

Smashburger Finance LLC
 
Beverage, Food and Tobacco
 
Senior loan
 
05/2018
 
6.3

  
 
75

 
75

Spear Education, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
6.0

  
 
5,960

 
5,960

Spear Education, LLC
 
Healthcare, Education and Childcare
 
Senior loan
 
08/2019
 
6.0

  
 
500

 
500

Syncsort Incorporated(3)
 
Electronics
 
Senior loan
 
03/2019
 
5.8

  
 
8,860

 
8,860

Systems Maintenance Services Holding, Inc.(3)
 
Electronics
 
Senior loan
 
10/2019
 
5.0

  
 
2,415

 
2,415

Take 5 Oil Change, L.L.C.
 
Automobile
 
Senior loan
 
07/2018
 
6.3

 
 
6,647

 
6,647

Take 5 Oil Change, L.L.C.
 
Automobile
 
Senior loan
 
07/2018
 
6.3

 
 
187

 
187

Tate’s Bake Shop, Inc.
 
Beverage, Food and Tobacco
 
Senior loan
 
08/2019
 
5.8

 
 
2,978

 
2,978

Teasdale Quality Foods, Inc.
 
Grocery
 
Senior loan
 
10/2020
 
5.3

 
 
4,651

 
4,651


135
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4. Investments - (continued)
SLF Loan Portfolio as of September 30, 2015 – (continued)
Portfolio Company
 
Business Description
 
Security Type
 
Maturity
Date
 
Current
Interest
Rate(1)
 
Principal/
Par
Amount
 
Fair
Value(2)
Transaction Data Systems, Inc.
 
Diversified/Conglomerate Service
 
Senior loan
 
06/2021
 
5.5

% 
 
$
4,545

 
$
4,545

W3 Co.
 
Oil and Gas
 
Senior loan
 
03/2020
 
5.8

 
 
2,954

 
2,516

WII Components, Inc.(3)
 
Home and Office Furnishings,
Housewares, and Durable Consumer
 
Senior loan
 
07/2018
 
5.3

 
 
3,008

 
3,008

Young Innovations, Inc.(3)
 
Healthcare, Education and Childcare
 
Senior loan
 
01/2019
 
5.3

 
 
4,018

 
4,018

  
 
 
 
 
 
 
 
 
 
 
$
320,583

 
$
317,623

 
(1) 
Represents the weighted average annual current interest rate as of September 30, 2015. All interest rates are payable in cash.
(2) 
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.
(3) 
The Company also held a portion of the first lien senior secured loan in this portfolio company as of September 30, 2015.
(4) 
The negative fair value is the result of the unfunded commitment being valued below par.
(5) 
The entire commitment was unfunded at September 30, 2015. As such, no interest is being earned on this investment.
The Company has committed to fund $140,000 of subordinated notes and $35,000 of LLC equity interest subscriptions to SLF. The amortized cost, net of principal repayments that are subject to recall, and fair value of the subordinated notes held by the Company was $77,301 and $77,301, respectively, as of September 30, 2016, and $76,563 and $76,563, respectively, as of September 30, 2015. As of September 30, 2016, the subordinated notes pay a weighted average interest rate of three-month LIBOR plus 8.0%. For the years ended September 30, 2016 and 2015, the Company earned interest income on the subordinated notes of $6,939 and $3,735, respectively.
As of September 30, 2016 and 2015, $31,339 and $23,222, respectively, of the Company’s LLC equity interest subscriptions to SLF had been called and contributed, net of return of capital distributions subject to recall. For the years ended September 30, 2016 and 2015, the Company received $4,099 and $1,350 in dividend income from the SLF LLC equity interests.


136
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 4. Investments  – (continued)
See below for certain summarized financial information for SLF as of and for the year ended September 30, 2016 and 2015.
 
As of September 30,
  
2016
 
2015
Selected Balance Sheet Information:
  

 
  

Investments, at fair value
$
323,510

 
$
317,623

Cash and other assets (1)
7,281

 
5,772

Receivable from investments sold
1,995

 
—

Total assets (1)
$
332,786

 
$
323,395

Senior credit facility
$
214,050

 
$
212,300

Unamortized debt issuance costs (1)
(949
)
 
(2,464
)
Other liabilities
567

 
489

Total liabilities
213,668

 
210,325

Subordinated notes and members’ equity
119,118

 
113,070

Total liabilities and members' equity (1)
$
332,786

 
$
323,395

(1) 
On October 1, 2015, SLF adopted ASU 2015-03 which requires that debt issuance costs related to recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability rather than as an asset. Adoption of ASU 2015-03 requires the changes to be applied retrospectively.

 
Years ended September 30,
  
2016
 
2015
Selected Statement of Operations Information:
  

 
  

Interest income
$
22,016

 
$
10,906

Fee income
84

 
4

Total investment income
22,100

 
10,910

Interest expense
15,715

 
7,701

Administrative service fee
457

 
249

Other expenses
151

 
103

Total expenses
16,323

 
8,053

Net investment income
5,777

 
2,857

Net realized gain (loss) on investments
(479
)
 
9

Net change in unrealized appreciation (depreciation)
      on investments, subordinated notes and secured borrowings
(4,685
)
 
(2,206
)
Net increase (decrease) in net assets
$
613

 
$
660


137
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 5.     Transactions with Affiliated Companies
An affiliated company is generally a portfolio company in which the Company owns 5% or more of its voting securities. A controlled affiliate is generally a portfolio company in which the Company owns more than 25% of the portfolio company’s outstanding voting securities. Transactions related to investments with both controlled and non-controlled affiliates for the years ended September 30, 2016 and 2015 were as follows:
For the year ended September 30, 2016
Portfolio
Company
 
Fair value at September 30, 2015
 
Purchases(1)
(cost)
 
Redemptions
(cost)
 
Sales
(cost)
 
Transfer in (out) (cost)
 
Discount
accretion
 
Net unrealized
gain/(loss)
 
Fair value at September 30, 2016
 
Net realized gain/(loss)
 
Interest and
fee income
 
Dividend
income
Controlled Affiliates
 
  

 
  

 
  

 
  

 
 
 
  

 
  

 
  

 
 
 
  

 
  

Senior Loan Fund LLC*
 
$
98,936

 
$
20,440

 
$
(11,586
)
 
$
—

 
$
—

 
$
—

 
$
(3,562
)
 
$
104,228

 
$
—

 
$
6,939

 
$
4,099

Non-Controlled Affiliates
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  

 
 
 
  

 
  

Barcelona Restaurants, LLC(2)
 
5,523

 
—

 
(1,995
)
 
—

 
(4,871
)
 
—

 
1,343

 
—

 
2,722

 
—

 
—

Competitor Group, Inc.(3)
 
—

 
289

 
—

 
—

 
13,743

 
99

 
(4,513
)
 
9,618

 
—

 
660

 
—

Total Controlled and
Non-Controlled Affiliates
 
$
104,459

 
$
20,729

 
$
(13,581
)
 
$
—

 
$
8,872

 
$
99

 
$
(6,732
)
 
$
113,846

 
$
2,722

 
$
7,599

 
$
4,099

 
*
 
Together with RGA, the Company co-invests through SLF. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owns more than 25% of the voting securities of SLF, the Company does not believe that it has control over SLF for purposes of the 1940 Act or otherwise.
(1) 
Purchases at cost includes amounts related to PIK capitalized and added to the principal balance of the respective loans.
(2) 
During the three months ended December 31, 2015, a portion of the Company's investment was sold diluting the Company's ownership to less than five percent of the portfolio company's voting securities. Effective as of and for periods subsequent to December 31, 2015, the Company no longer classified the portfolio company as a non-controlled affiliate company.
(3) 
During the three months ended March 31, 2016, the Company's ownership increased to over five percent of the portfolio company's voting securities as a result of a partial debt to equity conversion.

For the year ended September 30, 2015
Portfolio
Company
 
Fair value at September 30, 2014
 
Purchases(1)
(cost)
 
Redemptions
(cost)
 
Sales
(cost)
 
Transfer in (out) (cost)
 
Discount
accretion
 
Net
unrealized
gain/(loss)
 
Fair value at September 30, 2015
 
Net realized gain/(loss)
 
Interest and
fee income
 
Dividend
income
Controlled Affiliates
 
  

 
  

 
  

 
  

 
 
 
  

 
  

 
  

 
 
 
  

 
  

Senior Loan Fund LLC*
 
$
34,831

 
$
64,878

 
$
—

 
$
—

 
$
—

 
$
—

 
$
(773
)
 
$
98,936

 
$
—

 
$
3,735

 
$
1,350

Non-Controlled Affiliates
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  

 
 
 
  

 
  

Barcelona Restaurants, LLC
 
3,080

 
—

 
—

 
—

 
—

 
—

 
2,443

 
5,523

 
—

 
—

 
—

Total Controlled and
  Non-Controlled Affiliates
 
$
37,911

 
$
64,878

 
$
—

 
$
—

 
$
—

 
$
—

 
$
1,670

 
$
104,459

 
$
—

 
$
3,735

 
$
1,350

 
*
 
Together with RGA, the Company co-invests through SLF. SLF is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF must be approved by the SLF investment committee consisting of two representatives of the Company and RGA (with unanimous approval required from (i) one representative of each of the Company and RGA or (ii) both representatives of each of the Company and RGA). Therefore, although the Company owns more than 25% of the voting securities of SLF, the Company does not believe that it has control over SLF for purposes of the 1940 Act or otherwise.
(1) 
Purchases at cost includes amounts related to PIK capitalized and added to the principal balance of the respective loans.

138
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



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.
Level 3:  Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and may require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. 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 during the years ended September 30, 2016, 2015 and 2014. 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. All investments as of September 30, 2016 and 2015, with the exception of money market funds included in cash and cash equivalents and restricted cash and cash equivalents (Level 1 investments) and investments measured at fair value using the NAV, were valued using Level 3 inputs of the fair value hierarchy.
When determining fair value of Level 3 debt and equity investments, the Company may take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). 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.


139
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 6.     Fair Value Measurements - (continued)
In addition, for certain debt investments, the Company may base its valuation on indicative bid and ask prices provided by an independent third party pricing service. Bid prices reflect the highest price that the Company and others may be willing to pay. Ask prices represent the lowest price that the Company and others may be willing to accept. The Company generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company may 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.
Secured Borrowings
The Company has elected the fair value option under ASC Topic 825 — Financial Instruments relating to accounting for debt obligations at their fair value for its secured borrowings which arose due to partial loan sales which did not meet the criteria for sale treatment under ASC Topic 860. The Company reports changes in the fair value of its secured borrowings as a component of the net change in unrealized (appreciation) depreciation on secured borrowings in the consolidated statements of operations. The net gain or loss reflects the difference between the fair value and the principal amount due on maturity.
All secured borrowings as of September 30, 2016 and 2015 were valued using Level 3 inputs under the fair value hierarchy, and the Company’s approach to determining fair value of Level 3 secured borrowings is consistent with its approach to determining fair value of the Level 3 investments that are associated with these secured borrowings as previously described.
The following tables present fair value measurements of the Company’s investments and secured borrowings and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of September 30, 2016 and 2015:
As of September 30, 2016
 
Fair Value Measurements Using
Description
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
  

 
  

 
  

 
  

Debt investments(1)
 
$
—

 
$
—

 
$
1,573,953

 
$
1,573,953

Equity investments(1)
 
—

 
—

 
59,732

 
59,732

Money market funds(1)(2)
 
44,281

 
—

 
—

 
44,281

Investment measured at NAV(3)(4)
 
—

 
—

 
—

 
26,927

Total assets:
 
$
44,281

 
$
—

 
$
1,633,685

 
$
1,704,893

Secured borrowings:
 
$
—

 
$
—

 
$
475

 
$
475

As of September 30, 2015
 
Fair Value Measurements Using
Description
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
  

 
  

 
  

 
  

Debt investments(1)
 
$
—

 
$
—

 
$
1,449,603

 
$
1,449,603

Equity investments(1)
 
—

 
—

 
57,808

 
57,808

Money market funds(1)(2)
 
77,346

 
—

 
—

 
77,346

Investment measured at NAV(3)(4)
 
—

 
—

 
—

 
22,373

Total assets:
 
$
77,346

 
$
—

 
$
1,507,411

 
$
1,607,130

Secured borrowings:
 
$
—

 
$
—

 
$
355

 
$
355

 

140
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 6.     Fair Value Measurements - (continued)
(1) 
Refer to the consolidated schedules of investments for further details.
(2) 
Included in cash and cash equivalents and restricted cash and cash equivalents on the consolidated statements of financial condition.
(3) 
Certain investments that are measured at fair value using the NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of financial condition.
(4) 
Represents the Company's investment in LLC equity interest in SLF. The fair value of this investment has been determined using the NAV of the Company’s ownership interest in members’ capital.

The net change in unrealized appreciation (depreciation) for the years ended September 30, 2016, 2015 and 2014 reported within the net change in unrealized appreciation (depreciation) on investments in the Company’s consolidated statements of operation attributable to the Company’s Level 3 assets held at the end of year was $2,528, $10,064 and $6,224, respectively.
The following table presents the changes in investments and secured borrowings measured at fair value using Level 3 inputs for the years ended September 30, 2016 and 2015:
 
Year ended September 30, 2016
  
Debt
Investments
 
Equity
Investments
 
Total
Investments
 
Secured
Borrowings
Fair value, beginning of period
$
1,449,603

 
$
57,808

 
$
1,507,411

 
$
355

Net change in unrealized appreciation (depreciation)
    on investments
4,274

 
(2,742
)
 
1,532

 
—

Net change in unrealized appreciation (depreciation)
    on secured borrowings
—

 
—

 
—

 
—

Realized gain (loss) on investments
(5,529
)
 
11,783

 
6,254

 
—

Proceeds from (funding of) revolving loans, net
587

 
—

 
587

 
—

Fundings of investments
630,523

 
13,420

 
643,943

 
155

PIK interest
1,201

 
—

 
1,201

 
—

Proceeds from principal payments and sales of portfolio
    investments
(515,368
)
 
(20,537
)
 
(535,905
)
 
—

Repayments on secured borrowings
—

 
—

 
—

 
(35
)
Accretion of discounts and amortization of premiums
8,662

 
—

 
8,662

 
—

Fair value, end of period
$
1,573,953

 
$
59,732

 
$
1,633,685

 
$
475











141
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 6.     Fair Value Measurements - (continued)
 
Year ended September 30, 2015
  
Debt
Investments
 
Equity
Investments
 
Total
Investments
 
Secured
Borrowings
Fair value, beginning of period
$
1,292,851

 
$
45,519

 
$
1,338,370

 
$
389

Net change in unrealized appreciation (depreciation)
    on investments
(2,782
)
 
5,993

 
3,211

 
—

Net change in unrealized appreciation (depreciation)
    on secured borrowings
—

 
—

 
—

 
(2
)
Realized gain (loss) on investments
(1,030
)
 
10,384

 
9,354

 
—

Proceeds from (funding of) revolving loans, net
1,365

 
—

 
1,365

 
—

Fundings of investments
834,708

 
9,535

 
844,243

 
—

PIK interest
941

 
—

 
941

 
—

Proceeds from principal payments and sales of portfolio
    investments
(685,452
)
 
(13,623
)
 
(699,075
)
 
—

Repayments on secured borrowings
—

 
—

 
—

 
(34
)
Accretion of discounts and amortization of premiums
9,002

 
—

 
9,002

 
2

Fair value, end of period
$
1,449,603

 
$
57,808

 
$
1,507,411

 
$
355


142
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 6.     Fair Value Measurements - (continued)
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments and secured borrowings as of September 30, 2016 and 2015.
Quantitative information about Level 3 Fair Value Measurements
 
Fair value as of September 30, 2016
 
Valuation Techniques
 
Unobservable Input
 
Range (Weighted Average)
Assets:
  

 
  
 
  
 
  
Senior secured loans(1)(2)
$
148,446

 
Market rate approach
 
Market interest rate
 
4.0% - 10.0% (6.4%)
  
  

 
Market comparable companies
 
EBITDA multiples
 
6.0x - 17.5x (11.5x)
 
14,247

 
Market comparable
 
Broker/dealer bids or quotes
 
N/A
Subordinated Notes of SLF
$
77,301

 
Discounted cash flow analysis
 
Discount rate
 
8.2%
One stop loans(1)(3)(4)
$
1,299,650

 
Market rate approach
 
Market interest rate
 
4.5% - 23.5% (7.9%)
  
 
 
Market comparable companies
 
EBITDA multiples
 
4.0x - 35.4x (10.6x)
  
  
 
  
 
Revenue multiples
 
2.0x - 7.5x (3.9x)
 
3,647

 
Market comparable
 
Broker/dealer bids or quotes
 
N/A
Subordinated and second lien loans(1)
$
29,336

 
Market rate approach
 
Market interest rate
 
9.0% - 29.5% (11.3%)
  
  

 
Market comparable companies
 
EBITDA multiples
 
6.5x - 20.0x (13.1x)
Equity securities(5)
$
59,732

 
Market comparable companies
 
EBITDA multiples(6)
 
4.0x - 16.7x (10.9x)
  
  
 
  
 
Revenue multiples(6)
 
2.0x - 5.5x (3.2x)
Liabilities:
  
 
  
 
  
 
 
Secured borrowings(7)
$
475

 
Market rate approach
 
Market interest rate
 
7.0%
  
  

 
Market comparable companies
 
EBITDA multiples
 
16.0x
 
(1) 
The fair value of this asset class was determined using the market rate approach as the investments in this asset class were determined not to be credit impaired using the market comparable companies approach. The unobservable inputs for both valuation techniques have been presented, but the fair value as of September 30, 2016 was determined using the market rate approach.
(2) 
Excludes $156 of non-accrual loans at fair value, which the Company valued on a liquidation basis.
(3) 
Excludes $1,170 of non-accrual loans at fair value, which the Company valued on a liquidation basis.
(4) 
The Company valued $1,171,240 and $128,410 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(5) 
Excludes $26,927 of LLC equity interests in SLF at fair value, which the Company valued using the NAV.
(6) 
The Company valued $55,897 and $3,835 of equity investments using EBITDA and revenue multiples, respectively.
(7) 
The fair value of the secured borrowings was determined using the market rate approach as the corresponding investments were determined not to be credit impaired using the market comparable companies approach. The unobservable inputs for both valuation techniques have been presented, but the fair value as of September 30, 2016 was determined using the market rate approach.

143
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 6.     Fair Value Measurements - (continued)
Quantitative information about Level 3 Fair Value Measurements
 
Fair value as of September 30, 2015
 
Valuation Techniques
 
Unobservable Input
 
Range
(Weighted Average)
Assets:
  

 
  
 
  
 
  
Senior secured loans(1)(2)
$
153,205

 
Market rate approach
 
Market interest rate
 
4.0% - 25.3% (6.5%)
  
  

 
Market comparable companies
 
EBITDA multiples
 
4.0x - 17.5x (11.7x)
Subordinated Notes of SLF
$
76,563

 
Discounted cash flow analysis
 
Discount rate
 
8.2%
One stop loans(1)(3)(4)
$
1,085,189

 
Market rate approach
 
Market interest rate
 
5.0% - 24.0% (7.8%)
  
  

 
Market comparable companies
 
EBITDA multiples(5)
 
4.5x - 40.0x (10.9x)
  
  
 
  
 
Revenue multiples(5)
 
2.1x - 5.0x (3.6x)
Subordinated and second lien loans(1)(6)
$
20,444

 
Market rate approach
 
Market interest rate
 
9.0% - 14.6% (9.5%)
  
  

 
Market comparable companies
 
EBITDA multiples
 
7.5x - 16.0x (12.5x)
Equity securities(7)
$
57,808

 
Market comparable companies
 
EBITDA multiples(8)
 
4.0x – 40.0x (10.9x)
  
  
 
  
 
Revenue multiples(8)
 
2.1x – 5.0x (3.0x)
Liabilities:
  
 
  
 
  
 
  
Secured borrowings(9)
$
355

 
Market rate approach
 
Market interest rate
 
6.0%
  
  

 
Market comparable companies
 
EBITDA multiples
 
30.0x
 
(1) 
The fair value of this asset class was determined using the market rate approach as the investments in this asset class were determined not to be credit impaired using the market comparable companies approach. The unobservable inputs for both valuation techniques have been presented, but the fair value as of September 30, 2015 was determined using the market rate approach.
(2) 
Excludes $44,124 of loans at fair value, which the Company valued using indicative bid and ask prices provided by an independent third party pricing service.
(3) 
Excludes $42,546 of loans at fair value, which the Company valued using indicative bid and ask prices provided by an independent third party pricing service.
(4) 
Excludes $6,487 of non-accrual loans at fair value, which the Company valued on a liquidation basis.
(5) 
The Company valued $996,998 and $88,191 of one stop loans using EBITDA and revenue multiples, respectively. All one stop loans were also valued using the market rate approach.
(6) 
Excludes $21,045 of loans at fair value, which the Company valued using indicative bid and ask prices provided by an independent third party pricing service.
(7) 
Excludes $22,373 of LLC equity interests in SLF at fair value, which the Company valued using the NAV.
(8) 
The Company valued $54,965 and $2,843 of equity investments using EBITDA and revenue multiples, respectively.
(9) 
The fair value of the secured borrowings was determined using the market rate approach as the corresponding investments were determined not to be credit impaired using the market comparable companies approach. The unobservable inputs for both valuation techniques have been presented, but the fair value as of September 30, 2015 was determined using the market rate approach.



144
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 6.     Fair Value Measurements - (continued)
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 and secured borrowings 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 and secured borrowings to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would result 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 is significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan may be 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 comparable market rates or market quotes for similar instruments at the measurement date, if available.
The following are the carrying values and fair values of the Company’s debt as of September 30, 2016 and 2015. Fair value is estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if available.
 
As of September 30, 2016
 
As of September 30, 2015
  
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Debt
$
864,700

 
$
873,980

 
$
813,250

 
$
815,087

Note 7.     Borrowings
In accordance with the 1940 Act, with certain limited exceptions, the Company is only allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. On September 13, 2011, the Company received exemptive relief from the SEC allowing it to modify the asset coverage requirement to exclude the SBA debentures from this calculation. As such, the Company’s ratio of total consolidated assets to outstanding indebtedness may be less than 200%. This provides the Company with increased investment flexibility but also increases its risks related to leverage. As of September 30, 2016, the Company’s asset coverage for borrowed amounts was 248.8% (excluding the SBA debentures).
Debt Securitizations:  On July 16, 2010, the Company completed a $300,000 term debt securitization, which was subsequently increased to $350,000 (as amended, “2010 Debt Securitization”). The notes (“2010 Notes”) offered in the 2010 Debt Securitization were issued by the 2010 Issuer, a subsidiary of Holdings, and the Class A 2010 Notes and Class B 2010 Notes are secured by the assets held by the 2010 Issuer. As of September 30, 2016, the 2010 Debt Securitization consisted of $203,000 of Aaa/AAA Class A 2010 Notes, $12,000 face amount of Class B 2010 Notes and $135,000 face amount of Subordinated 2010 Notes that do not bear interest. The Class A and Class B 2010 Notes are included in the September 30, 2016 and 2015 consolidated statements of financial condition as debt of the Company. As of September 30, 2015 and 2015, the Subordinated 2010 Notes were eliminated in consolidation.
On June 25, 2015, the Company and the 2010 Issuer further amended the 2010 Debt Securitization to, among other things, (a) extend the reinvestment period two years to July 20, 2017, (b) make certain modifications for purposes of compliance with the loan securitization exclusion of the Volcker Rule and (c) modify the computation of the weighted average life test which relates to the loans securing the 2010 Notes.
Through July 20, 2017, all principal collections received on the underlying collateral may be used by the 2010 Issuer to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the 2010 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the leverage in the 2010 Debt Securitization. The 2010 Notes are scheduled to mature on July 20, 2023.


145
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 7.     Borrowings - (continued)
As of September 30, 2016 and 2015, there were 77 and 78 portfolio companies with a total fair value of $319,288 and $310,622, respectively, securing the 2010 Notes. The pool of loans in the 2010 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2010 Debt Securitization is based on three-month LIBOR, which as of September 30, 2016 was 0.7%. For the years ended September 30, 2016, 2015 and 2014, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the 2010 Debt Securitization were as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Stated interest expense
$
5,078

 
$
4,439

 
$
4,346

Amortization of debt issuance costs
390

 
931

 
707

Total interest and other debt financing expenses
$
5,468

 
$
5,370

 
$
5,053

Cash paid for interest expense
$
4,900

 
$
4,404

 
$
4,285

Average stated interest rate
2.4
%
 
2.1
%
 
2.0
%
Average outstanding balance
$
215,000

 
$
215,000

 
$
213,356

As of September 30, 2016, the classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A and B 2010 Notes were as follows:
Description
 
Class A 2010 Notes
 
Class B 2010 Notes
Type
 
Senior Secured Floating Rate
 
Senior Secured Floating Rate
Amount Outstanding
 
$203,000
 
$12,000
Moody’s Rating
 
“Aaa”
 
“Aa”
S&P Rating
 
“AAA”
 
“AA”
Interest Rate
 
LIBOR + 1.74%
 
LIBOR + 2.40%
Stated Maturity
 
July 20, 2023
 
July 20, 2023
On June 5, 2014, the Company completed a $402,569 term debt securitization (“2014 Debt Securitization”). The notes (“2014 Notes”) offered in the 2014 Debt Securitization were issued by the 2014 Issuer and are secured by a diversifed portfolio of senior secured and second lien loans held by the 2014 Issuer. The 2014 Debt Securitization consists of $191,000 of Aaa/AAA Class A-1 2014 Notes, $20,000 of Aaa/AAA Class A-2 2014 Notes and $35,000 of Aa2/AA Class B 2014 Notes. In partial consideration for the loans transferred to the 2014 Issuer as part of the 2014 Debt Securitization, the Company received $37,500 of Class C 2014 Notes and $119,069 of LLC equity interests in the 2014 Issuer. The Company retained all of the Class C 2014 Notes and LLC equity interests totaling $37,500 and $119,069, respectively. The Class A-1, Class A-2 and Class B 2014 Notes are included in the September 30, 2016 and 2015 consolidated statements of financial condition as debt of the Company. As of September 30, 2016 and 2015, the Class C 2014 Notes and LLC equity interests were eliminated in consolidation.
Through April 28, 2018, all principal collections received on the underlying collateral may be used by the 2014 Issuer to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the 2014 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2014 Debt Securitization. The 2014 Notes are scheduled to mature on April 25, 2026.
As of September 30, 2016 and 2015, there were 79 and 71 portfolio companies with a total fair value of $391,752 and $382,077, respectively, securing the 2014 Notes. The pool of loans in the 2014 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.


146
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 7.     Borrowings - (continued)
The interest charged under the 2014 Debt Securitization is based on three-month LIBOR, which as of September 30, 2016 was 0.7%. For the years ended September 30, 2016, 2015 and 2014, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the 2014 Debt Securitization were as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Stated interest expense
$
6,029

 
$
5,213

 
$
1,653

Amortization of debt issuance costs
641

 
638

 
205

Total interest and other debt financing expenses
$
6,670

 
$
5,851

 
$
1,858

Cash paid for interest expense
$
5,786

 
$
5,906

 
—

Average stated interest rate
2.5
%
 
2.1
%
 
2.1
%
Average outstanding balance
$
246,000

 
$
246,000

 
79,529

The classes, amounts, ratings and interest rates (expressed as a spread to three-month LIBOR) of the Class A-1, A-2 and B 2014 Notes are as follows:
Description
 
Class A-1 2014 Notes
 
Class A-2 2014 Notes
 
Class B 2014 Notes
Type
 
Senior Secured Floating Rate
 
Senior Secured Floating Rate
 
Senior Secured Floating Rate
Amount Outstanding
 
$191,000
 
$20,000
 
$35,000
Moody’s Rating
 
“Aaa”
 
“Aaa”
 
“Aa2”
S&P Rating
 
“AAA”
 
“AAA”
 
“AA”
Interest Rate
 
LIBOR + 1.75%
 
LIBOR + 1.95%
 
LIBOR + 2.50%
Stated Maturity
 
April 25, 2026
 
April 25, 2026
 
April 25, 2026
The Investment Adviser serves as collateral manager to the 2010 Issuer and the 2014 Issuer under separate collateral management agreements and receives a fee for providing these services. The total fees payable by the Company under its Investment Advisory Agreement are reduced by an amount equal to the total aggregate fees that are paid to the Investment Adviser by the 2010 Issuer and the 2014 Issuer for rendering such collateral management services.
As part of each of the 2010 Debt Securitization and the 2014 Debt Securitization, the Company entered into master loan sale agreements under which the Company agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the 2010 Issuer and the 2014 Issuer, as applicable, and to purchase or otherwise acquire the Subordinated 2010 Notes and the LLC equity interests in the 2014 Issuer, as applicable. The 2010 Notes (other than the 2010 Subordinated Notes) and the 2014 Notes are the secured obligations of the 2010 Issuer and 2014 Issuer, respectively, and indentures governing each of the 2010 Notes and the 2014 Notes include customary covenants and events of default. The pool of loans in the 2010 Debt Securitization and the 2014 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
SBA Debentures:  On August 24, 2010, SBIC IV received approval for a license from the SBA to operate as an SBIC. On December 5, 2012, SBIC V received a license from the SBA to operate as an SBIC. SBICs are subject to a variety of regulations and oversight by the SBA concerning the size and nature of the companies in which they may invest as well as the structures of those investments.
The licenses allow the SBICs to obtain leverage by issuing SBA-guaranteed debentures, subject to issuance of a capital commitment by the SBA and customary procedures. These debentures are non-recourse to GBDC, have interest payable semiannually and a ten-year maturity. The interest rate is fixed at the time of issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities.
Under present SBIC regulations, the maximum amount of SBA-guaranteed debentures that may be issued by multiple licensees under common management is $350,000 and the maximum amount that a single SBIC licensee may issue is $150,000.

147
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 7.     Borrowings - (continued)
On February 11, 2016, the SBA approved SBIC V’s application for an additional $75,000 of debenture commitments bringing SBIC V’s total debenture commitments up to $150,000. As of September 30, 2016, SBIC IV and SBIC V had $150,000 and $127,000 of outstanding SBA-guaranteed debentures, respectively, that mature between March 2021 and September 2026, leaving incremental borrowing capacity of $23,000 for SBIC V under present SBIC regulations. As of September 30, 2015, SBIC IV and SBIC V had $150,000 and $75,000 of outstanding SBA-guaranteed debentures, respectively.
The interest rate on $277,000 of outstanding debentures as of September 30, 2016 is fixed at an average annualized interest rate of 3.5%. For the years ended September 30, 2016, 2015 and 2014, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the SBA debentures were as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Stated interest expense
$
8,554

 
$
7,749

 
$
6,982

Amortization of debt issuance costs
1,815

 
1,954

 
1,261

Total interest and other debt financing expenses
$
10,369

 
$
9,703

 
$
8,243

Cash paid for interest expense
$
8,475

 
$
7,722

 
$
6,772

Average stated interest rate
3.6
%
 
3.6
%
 
3.5
%
Average outstanding balance
$
239,432

 
$
213,516

 
$
198,905


Revolving Credit Facility:  On July 21, 2011, Funding entered into a senior secured revolving credit facility (as amended, the “Credit Facility”) with Wells Fargo Securities, LLC, as administrative agent, and Wells Fargo Bank, N.A., as lender, which, as of September 30, 2016, allowed Funding to borrow up to $200,000 at any one time outstanding, subject to leverage and borrowing base restrictions.
On December 18, 2014, the Company and Funding amended the Credit Facility to, among other things, allow for the addition of a second lender under the facility.
On July 30, 2015, the Company and Funding amended the Credit Facility to, among other things, increase the size of the Credit Facility from $150,000 to $200,000, extend the expiration of the reinvestment period to July 29, 2017, during which period Funding, subject to certain conditions, may make borrowings under the facility, and extend the stated maturity date from October 17, 2019 to July 30, 2020.
On March 1, 2016 the Credit Facility was amended to, among other things, make certain amendments to the computation of the borrowing base restrictions in the Credit Facility. The maximum borrowing capacity under the Credit Facility, the expiration of the reinvestment period and the stated maturity date of the Credit Facility did not change in connection with this amendment.
Through the reinvestment period, the Credit Facility bears interest at one-month LIBOR plus 2.25% per annum. After the reinvestment period, the rate will reset to one-month LIBOR plus 2.75% per annum for the remaining term of the Credit Facility. In addition to the stated interest expense on the Credit Facility, the Company is required to pay a non-usage fee rate between 0.50% and 2.00% per annum depending on the size of the unused portion of the Credit Facility.
The Credit Facility is collateralized by all of the assets held by Funding, and GBDC has pledged its interests in Funding as collateral to Wells Fargo Bank, N.A., as the collateral agent, under an ancillary agreement to secure the obligations of GBDC as the transferor and servicer under the Credit Facility. Both GBDC and Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act.
The Company has transferred certain loans and debt securities it has originated or acquired from time to time to Funding through a purchase and sale agreement and may cause Funding to originate or acquire loans in the future, consistent with the Company’s investment objectives.


148
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 7.     Borrowings - (continued)
As of September 30, 2016 and 2015, the Company had outstanding debt under the Credit Facility of $126,700 and $127,250, respectively. For the years ended September 30, 2016 and 2015, the Company had borrowings on the Credit Facility of $379,150 and $486,950, respectively, and repayments on the Credit Facility of $379,700 and $387,100, respectively. For the years ended September 30, 2016, 2015 and 2014, the components of interest expense, cash paid for interest, average interest rates and average outstanding balances for the Credit Facility were as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Stated interest expense
$
3,403

 
$
1,934

 
$
2,335

Facility fees
460

 
616

 
644

Amortization of debt issuance costs
1,304

 
789

 
816

Total interest and other debt financing expenses
$
5,167

 
$
3,339

 
$
3,795

Cash paid for interest expense and facility fees
$
3,856

 
$
2,393

 
$
2,985

Average stated interest rate
2.7
%
 
2.5
%
 
2.4
%
Average outstanding balance
$
125,908

 
$
78,051

 
$
95,649

Revolver:  On November 22, 2013, Revolver Funding entered into a $15,000 revolving line of credit (as amended, the “Revolver”), which could have been increased up to $30,000, with The PrivateBank and Trust Company (“PrivateBank”). On October 21, 2015, the Company and Revolver Funding terminated the Revolver with Private Bank. There were no borrowings outstanding on the Revolver at the time of termination and Revolver Funding was released of all obligations under the Revolver and all liens on the assets held by Revolver Funding collateralizing the Revolver were released.
The Revolver was collateralized by all of the assets held by Revolver Funding. Both GBDC and Revolver Funding made customary representations and warranties and were required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Revolver was subject to the leverage restrictions contained in the 1940 Act. In addition, the Company paid a fee of 0.25% per annum on any unused portion of the Revolver.
As of September 30, 2016 and 2015, the Company had $0 outstanding debt under the Revolver. For the years ended September 30, 2016 and 2015, the Company had borrowings of $0 and repayments of $0 on the Revolver. For the years ended September 30, 2016, 2015 and 2014, the components of interest expense, cash paid for interest, annualized average interest rates and average outstanding balances for the Revolver were as follows:
 
For the years ended September 30,
  
2016
 
2015
 
2014
Stated interest expense
$
—

 
$
—

 
7

Facility fees
2

 
38

 
32

Amortization of debt issuance costs
34

 
194

 
43

Total interest and other debt financing expenses
$
36

 
$
232

 
82

Cash paid for interest expense and facility fees
$
2

 
$
38

 
39

Average stated interest rate
 N/A

 
 N/A

 
3.8
%
Average outstanding balance
$
—

 
$
—

 
185


On June 22, 2016, the Company entered into the Adviser Revolver with the Investment Adviser, with a maximum credit limit of $20,000 and expiration date of June 22, 2019. The Adviser Revolver bears an interest rate equal to the short-term Applicable Federal Rate (“AFR”), which was 0.6% as of September 30, 2016. As of September 30, 2016, the Company had no outstanding debt under the Adviser Revolver, and the Adviser Revolver was not outstanding as of September 30, 2016. For the year ended September 30, 2016, the annualized average stated interest rate was 0.7% on average outstanding borrowings of $26, interest expense was an amount less than $1 and cash paid for interest was an amount less than $1. For the year ended

149
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 7.     Borrowings - (continued)
September 30, 2016, the Company had borrowings on the Adviser Revolver of $9,500 and repayments on the Adviser Revolver of $9,500. The Adviser Revolver was not in existence for the year ended September 30, 2015.
The average total debt outstanding (including the debt under the 2010 Debt Securitization, the 2014 Debt Securitization, SBA debentures, Credit Facility, Revolver and Adviser Revolver) for the years ended September 30, 2016, 2015 and 2014 was $826,366, $752,567 and $587,624, respectively.
For the years ended 2016, 2015 and 2014, the effective average annual interest rate, which includes amortization of debt issuance costs and non-usage facility fees, on the Company’s total debt outstanding (excluding secured borrowings) was 3.4%, 3.3% and 3.2%, respectively.
A summary of the Company’s maturity requirements for borrowings as of September 30, 2016 is as follows:
 
Payments Due by Period
  
Total
 
Less Than
1 Year
 
1 – 3 Years
 
3 – 5 Years
 
More Than
5 Years
2010 Debt Securitization
$
215,000

 
$
—

 
$
—

 
$
—

 
$
215,000

2014 Debt Securitization
246,000

 
—

 
—

 
—

 
246,000

SBA debentures
277,000

 
—

 
—

 
55,300

 
221,700

Credit Facility
126,700

 
—

 
—

 
126,700

 
—

Adviser Revolver
—

 
—

 
—

 
—

 
—

Total borrowings
$
864,700

 
$
—

 
$
—

 
$
182,000

 
$
682,700

Secured Borrowings:  Certain partial loan sales do not qualify for sale accounting under ASC Topic 860 because these sales do not meet the definition of a “participating interest”, as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain as an investment on the consolidated statement of financial condition and the portion sold is recorded as a secured borrowing in the liabilities section of the consolidated statement of financial condition. For these partial loan sales, the interest earned on the entire loan balance is recorded within “interest income” and the interest earned by the buyer in the partial loan sale is recorded within “interest and other debt financing expenses” in the consolidated statement of operations.
As of September 30, 2016 and 2015, the Company recognized secured borrowings at fair value of $475 and $355, respectively, and the fair value of the loans that are associated with these secured borrowings was $2,305 and $1,256, respectively. These secured borrowings were the result of the Company’s completion of partial loan sales of one stop loans associated with two portfolio companies that did not meet the definition of a “participating interest”. As a result, sale treatment was not allowed and these partial loan sales were treated as secured borrowings.
During the years ended September 30, 2016, 2015 and 2014, there were partial loan sales totaling $0, $0 and $10,295, respectively, net fundings on revolving and delayed draw secured borrowings totaling $155, $0 and $4,818, respectively, and repayments on secured borrowings totaled $35, $34 and $23,677, respectively. For the years ended September 30, 2016, 2015 and 2014, the effective average interest rate on secured borrowings, which includes amortization of original issuance costs, was 4.2%, 4.5%, and 8.3%, respectively, interest expense was $14, $13, and $932, respectively, and amortization of original issue discount was $0, $2 and $264, respectively.

150
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



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, including distributions representing a return of capital, have no impact on net assets.
The following differences were reclassified for tax purposes for the years ended September 30, 2016, 2015 and 2014:
 
Years ended September 30,
  
2016
 
2015
 
2014
Increase/(decrease) in Paid in Capital in Excess of Par
$
(341
)
 
$
(71
)
 
$
876

Increase/(decrease) in Capital Distributions in Excess of and Undistributed Net Investment Income
4,083

 
(242
)
 
2,190

Increase/(decrease) in Net Realized Gain (Loss) on Investments
(3,742
)
 
313

 
(3,066
)
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 investments as investment gains and losses are not included in taxable income until they are realized.
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 in tax years beginning after September 30, 2011 are not subject to expiration and retain their character as either short-term or long-term capital losses. As of September 30, 2016, the Company estimates that it will not have any capital loss carryforward available for use in subsequent tax years.
The following table reconciles net increase in net assets resulting from operations to taxable income for the years ended September 30, 2016, 2015 and 2014:
 
Years ended September 30,
  
2016
 
2015
 
2014
Net increase in net assets resulting from operations
$
69,204

 
$
70,791

 
$
65,388

Net change in unrealized (appreciation) depreciation on investments
2,030

 
(2,438
)
 
(3,348
)
Net change in unrealized (appreciation) depreciation on secured borrowings
—

 
(2
)
 
(121
)
Other income not currently taxable
(6,129
)
 
(1,244
)
 
(3,517
)
Expenses not currently deductible
1,665

 
—

 
—

Other income for tax but not book
5,774

 
2,797

 
924

Other deductions/losses for tax not book
(279
)
 
(873
)
 
(2
)
Other realized gain/loss differences
1,275

 
1,994

 
3,650

Capital loss carryforward
—

 
—

 
(3,497
)
Taxable income before deductions for distributions
$
73,540

 
$
71,025

 
$
59,477







151
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)




Note 8.     Federal Income Tax Matters - (continued)
The tax character of distributions paid during the years ended September 30, 2016, 2015 and 2014 was as follows:
 
Years ended September 30,
  
2016
 
2015
 
2014
Ordinary Income
$
54,461

 
$
58,152

 
$
57,823

Long-Term Capital Gains
12,418

 
4,817

 
—

Return of Capital
—

 
—

 
—

The tax basis components of distributable earnings/(accumulated losses) and reconciliation to accumulated earnings/(deficit) on a book basis for the years ended September 30, 2016, 2015 and 2014 were as follows:
 
As of September 30,
  
2016
 
2015
 
2014
Undistributed ordinary income – tax basis
$
14,792

 
$
3,869

 
$
—

Undistributed realized gains – tax basis
1,993

 
6,182

 
1,654

Net unrealized appreciation (depreciation) on investments
10,416

 
13,433

 
11,268

Other temporary differences
(4,429
)
 
(3,378
)
 
(709
)
Total accumulated earnings (deficit) – book basis
$
22,772

 
$
20,106

 
$
12,213

For the tax year ended September 30, 2016, 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 2017. The amount carried forward to 2017 is estimated to be approximately $16,785, although this amount will not be finalized until the 2016 tax returns are filed in 2017.
As of September 30, 2016, the Federal tax cost of investments was $1,652,861 resulting in estimated gross unrealized gains and losses of $39,449 and $31,698, respectively.
The differences between the components of distributable earnings on a tax basis and the amounts reflected in the consolidated statements of changes in net assets are primarily due to temporary book-tax differences that will reverse in a subsequent period.

Note 9.     Commitments and Contingencies
Commitments:  The Company had outstanding commitments to fund investments totaling $81,417 and $121,545 under various undrawn revolvers and other credit facilities as of September 30, 2016 and 2015, respectively. In addition, as described in Note 4, the Company had commitments of up to $66,360 and $75,215 to SLF as of September 30, 2016 and 2015, respectively, that may be contributed primarily for the purpose of funding new investments approved by the SLF investment committee.
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 that may be made against the Company but that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.
Off-balance sheet risk:  Off-balance sheet risk refers to an unrecorded potential liability that may result in a future obligation or loss, even though it does not appear on the consolidated statements of financial condition. The Company has entered and, in the future, may again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. There were no commitments outstanding for derivative contracts as of September 30, 2016 and 2015. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it may not achieve the anticipated benefits of the

152
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)





Note 9.     Commitments and Contingencies - (continued)
derivative instruments and may realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.
Concentration of credit and counterparty risk:  Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company has engaged and, in the future, may engage again in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on its 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 may be 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.
Note 10. Financial Highlights
The financial highlights for the Company are as follows:
 
 
Years ended September 30,
Per share data(1):
 
2016
 
2015
 
2014
 
2013
 
2012
Net asset value at beginning of period
 
$
15.80

 
$
15.55

 
$
15.21

 
$
14.60

 
$
14.56

Net increase in net assets as a result of issuance of shares(2)
 
0.06

 
—

 
—

 
—

 
—

Net increase in net assets as a result of public offering
 
0.05

 
0.09

 
0.18

 
0.57

 
0.04

Costs related to public offering
 
—

 
—

 
—

 
(0.03
)
 
(0.03
)
Dividends and distributions declared:
 
 
 
 
 
 
 
 
 
 
From net investment income
 
(1.04
)
 
(1.18
)
 
(1.28
)
 
(1.15
)
 
(1.24
)
From capital gains
 
(0.24
)
 
(0.10
)
 
—

 
—

 
—

From return of capital
 
—

 
—

 
—

 
(0.13
)
 
(0.04
)
Net investment income
 
1.25

(3) 
1.20

 
1.26

 
1.29

 
1.15

Net realized gain (loss) on investments
 
0.12

 
0.19

 
0.11

 
(0.04
)
 
(0.23
)
Net realized gain on derivative instruments
 
—

 
—

 
—

 
—

 
0.09

Net change in unrealized appreciation (depreciation) on investments
 
(0.04
)
 
0.05

 
0.07

 
0.10

 
0.22

Net change in unrealized appreciation (depreciation) on derivative instruments
 
—

 
—

 
—

 
—

 
0.08

Net asset value at ending of period
 
$
15.96


$
15.80


$
15.55

 
$
15.21

 
$
14.60

Per share market value at end of period
 
$
18.57

 
$
15.98

 
$
15.95

 
$
17.32

 
$
15.90

Total return based on market value(4)
 
25.36
%
 
8.21
%
 
(0.52
)%
 
16.98
%
 
15.69
%
Number of common shares outstanding
 
55,059,067

 
51,300,193

 
47,119,498

 
43,282,932

 
25,688,101



153
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 10. Financial Highlights  – (continued)
 
 
Years ended September 30,
Listed below are supplemental data and ratios to the financial highlights:
 
2016
 
2015
 
2014
 
2013
 
2012
Ratio of expenses (without incentive fees) to average net assets
 
6.70
%
 
6.59
%
 
6.16
%
 
5.73
%
 
6.63
%
Ratio of incentive fees to average net assets(5)(6)
 
0.88
%
 
1.33
%
 
1.46
%
 
1.91
%
 
1.74
%
Ratio of total expense to average net assets(5)(6)
 
7.58
%
 
7.92
%
 
7.61
%
 
7.65
%
 
8.37
%
Ratio of net investment income to average net assets
 
7.88
%
 
7.66
%
 
8.12
%
 
8.62
%
 
7.78
%
Total return based on average net asset value(7)
 
8.39
%
 
9.19
%
 
9.39
%
 
9.03
%
 
8.86
%
Net assets at end of period
 
$
878,825

 
$
810,870

 
$
732,739

 
$
658,236

 
$
375,129

Average debt outstanding
 
$
826,366

 
$
752,567

 
$
587,624

 
$
378,843

 
$
306,969

Average debt outstanding per share
 
$
15.01

 
$
14.67

 
$
12.47

 
$
8.75

 
$
11.95

Asset coverage ratio(5)
 
248.78
%
 
237.28
%
 
249.12
%
 
373.20
%
 
263.20
%
Portfolio turnover
 
33.73
%
 
47.69
%
 
46.50
%
 
40.05
%
 
32.55
%
 
(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) 
Net increase in net assets as a result of issuance of shares related to shares issued through the DRIP and private placement.
(3) 
Total return based on market value assumes distributions are reinvested.
(4) 
Net investment income per share for the year ended September 30, 2016 is shown after a net expense of $333 for U.S. federal excise tax.
(5) 
During the year ended September 30, 2012, the Investment Adviser irrevocably waived $647 of incentive fees attributable to the Company's total return swap that was terminated in 2012. Had the Investment Adviser not waived these fees, the annualized ratio of incentive fees to average net assets and the annualized ratio of total expenses to average net assets would have been 1.92% and 8.55%, respectively, for the year ended September 30, 2012.
(6) 
During the year ended September 30, 2013, the Investment Adviser irrevocably waived $250 of incentive fees. Had the Investment Adviser not waived these fees, the annualized ratio of incentive fees to average net assets and the annualized ratio of total expenses to average net assets would have been 1.96% and 7.69%, respectively, for the year ended September 30, 2013.
(7) 
Total return based on average net asset value is calculated as (a) the net increase in net assets resulting from operations divided (b) the daily average of total net assets.
(8) 
In accordance with the 1940 Act, with certain limited exceptions, (including the Company's exemptive relief related to SBA debentures), the Company is only allowed to borrow amounts such that its assets coverage, as defined in the 1940 Act, is at least 200% after such borrowing.



154
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



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 years ended September 30, 2016, 2015 and 2014:
 
Years ended September 30,
  
2016
 
2015
 
2014
Earnings available to stockholders
$
69,204

 
$
70,791

 
$
65,388

Basic and diluted weighted average shares outstanding
51,948,378

 
49,017,777

 
45,277,111

Basic and diluted earnings per share
$
1.33

 
$
1.44

 
$
1.44


Note 12. Common Stock Offerings
The following table summarizes the total shares issued and proceeds received in private placements and public offerings, net of underwriting and offering costs, of the Company’s common stock for the years ended September 30, 2016, 2015 and 2014:
 
Years ended September 30,
  
2016
 
2015
 
2014
Shares issued
3,320,456

 
4,002,292

 
3,666,855

Offering price per share
Various

 
$
17.42

 
18.05

Proceeds net of underwriting discounts and offering costs
$
58,260

 
$
67,370

 
$
64,106

On March 18, 2014, GBDC, Inc. priced a public offering of 3,500,000 shares of its common stock at a public offering price of $18.05 per share. On April 23, 2014, GBDC sold an additional 166,855 shares of its common stock at a public offering price of $18.05 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in March 2014.
On April 10, 2015, GBDC priced a public offering of 3,500,000 shares of its common stock at a public offering price of $17.42 per share. On May 7, 2015, GBDC sold an additional 502,292 shares of its common stock at a public offering price of $17.42 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in April 2015.
On July 18, 2016, GBDC entered into a Securities Purchase Agreement between the Company and a third party institutional investor for the sale of 1,433,486 shares of Company's common stock at a price per share of $17.44 per share.
On August 15, 2016, GBDC priced a public offering of 1,750,000 shares of its common stock at a public offering price of $18.35 per share. On September 19, 2016, GBDC sold an additional 136,970 shares of its common stock at a public offering price of $18.35 per share pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted in connection with the public offering in August 2016.



155
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 13. Dividends and Distributions
The Company’s dividends and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and distributions during the years ended September 30, 2016, 2015 and 2014:
Date Declared
 
Record Date
 
Payment Date
 
Amount
Per Share
 
Cash
Distribution
 
DRIP Shares
Issued
 
DRIP Shares
Value
Fiscal Year ended September 30, 2014
 
  

 
  

 
  

 
  

 
11/26/2013
 
12/17/2013
 
12/27/2013
 
$
0.32

 
$
13,092

 
42,643

 
$
758

 
02/04/2014
 
03/17/2014
 
03/28/2014
 
$
0.32

 
$
13,326

 
32,033

 
$
539

 
05/06/2014
 
06/16/2014
 
06/27/2014
 
$
0.32

 
$
14,356

 
40,567

 
$
692

 
08/05/2014
 
09/16/2014
 
09/26/2014
 
$
0.32

 
$
14,217

 
54,468

 
$
843

Fiscal Year ended September 30, 2015
 
  

 
  

 
  

 
  

 
11/17/2014
 
12/18/2014
 
12/29/2014
 
$
0.32

 
$
14,193

 
52,020

 
$
885

 
02/03/2015
 
03/20/2015
 
03/27/2015
 
$
0.32

 
$
14,187

 
53,694

 
$
908

 
05/11/2015
 
06/18/2015
 
06/29/2015
 
$
0.32

 
$
15,888

 
31,930

 
$
505

 
08/04/2015
 
09/07/2015
 
09/29/2015
 
$
0.32

 
$
15,762

 
40,759

 
$
641

Fiscal Year ended September 30, 2016
 
  

 
  

 
  

 
  

 
11/17/2015
 
12/11/2015
 
12/29/2015
 
$
0.32

 
$
15,149

 
79,594

 
$
1,267

 
02/02/2016
 
03/07/2016
 
03/30/2016
 
$
0.32

 
$
14,287

 
131,434

 
$
2,155

 
05/03/2016
 
06/06/2016
 
06/29/2016
 
$
0.32

 
$
14,558

 
112,104

 
$
1,926

 
08/03/2016
 
09/05/2016
 
09/29/2016
 
$
0.32

 
$
15,515

 
115,286

 
$
2,022

Note 14. Subsequent Events
On November 14, 2016, the Board declared a quarterly distribution of $0.32 per share and a special distribution of $0.25 per share both of which are payable on December 29, 2016 to holders of record as of December 12, 2016.
On October 20, 2016, the Company and the 2010 Issuer amended the 2010 Debt Securitization to, among other things, (a) refinance the issued Class A 2010 Notes by redeeming in full the $203,000 of Class A 2010 Notes and issuing new Class A-Refi 2010 Notes in an aggregate principal amount of $205,000 that bear interest at a rate of three-month LIBOR plus 1.90%, (b) refinance the Class B 2010 Notes by redeeming in full the $12,000 of Class B 2010 Notes and issuing new Class B-Refi 2010 Notes in an aggregate principal amount of $10,000 that bear interest at a rate of three-month LIBOR plus 2.40%, and (c) extend the reinvestment period applicable to the 2010 Issuer to July 20, 2018. Following the refinancing, Holdings retained the Class B-Refi 2010 Notes, which will be eliminated from the consolidated statements of financial condition in consolidation.


156
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 15. Selected Quarterly Financial Data (Unaudited)
 
September 30, 2016
 
June 30, 2016
 
March 31, 2016
 
December 31, 2015
 
Total investment income
$
34,503

 
$
32,106

 
$
30,762

 
$
30,500

 
Net investment income
17,228

 
15,885

 
16,868

(1) 
14,999

(1) 
Net gain (loss) on investments and secured borrowings
(1,129
)
 
2,404

 
(2,691
)
 
5,640

 
Net increase (decrease) in net assets resulting from
operations
16,099

 
18,289

 
14,177

 
20,639

 
Earnings per share
0.30

 
0.35

 
0.28

 
0.40

 
Net asset value per common share at period end
$
15.96

 
$
15.88

 
$
15.85

 
$
15.89

 
 
September 30, 2015
 
June 30, 2015
 
March 31, 2015
 
December 31, 2014
 
Total investment income
$
33,552

 
$
30,410

 
$
28,461

 
$
27,545

 
Net investment income
15,481

 
15,205

 
13,754

 
14,557

 
Net gain (loss) on investments and secured borrowings
3,989

 
3,083

 
4,107

 
615

 
Net increase (decrease) in net assets resulting from
     operations
19,470

 
18,288

 
17,861

 
15,172

 
Earnings per share
0.38

 
0.36

 
0.38

 
0.32

 
Net asset value per common share at period end
$
15.80

 
$
15.74

 
$
15.61

 
$
15.55

 
 
September 30, 2014
 
June 30, 2014
 
March 31, 2014
 
December 31, 2013
 
Total investment income
$
30,658

 
$
28,029

 
$
25,260

 
$
25,579

 
Net investment income
14,850

 
15,073

 
13,352

 
13,260

 
Net gain (loss) on investments and secured borrowings
5,332

 
1,207

 
737

 
1,577

 
Net increase (decrease) in net assets resulting from
operations
20,182

 
16,280

 
14,089

 
14,837

 
Earnings per share
0.43

 
0.35

 
0.32

 
0.34

 
Net asset value per common share at period end
$
15.55

 
$
15.44

 
$
15.41

 
$
15.23

 
(1) 
Net investment income for the three months ended March 31, 2016 and December 31, 2015 is shown after a net expense of $31 and $302, respectively, for U.S. federal excise tax.


157
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 16. Summarized Financial Information for SLF (Unaudited)
Provided in the table below is a statement of financial condition for SLF as of September 30, 2016 and 2015:
Senior Loan Fund LLC
Statement of Financial Condition
 
September 30, 2016
 
September 30, 2015
Assets
  

 
  

Investments, at fair value
$
323,510

 
$
317,623

Cash and cash equivalents
651

 
1,047

Restricted cash and cash equivalents
6,086

 
3,985

Interest receivable
544

 
740

Receivable from investments sold
1,995

 
—

Total Assets (1)
$
332,786

 
$
323,395

Liabilities
  

 
  

Senior credit facility
$
214,050

 
$
212,300

Less unamortized debt issuance costs(1)
949

 
2,464

Senior credit facility less unamortized debt issuance costs
213,101

 
209,836

Subordinated notes, at fair value
(proceeds of $88,344 and $87,500, respectively)
88,344

 
87,500

Interest payable
384

 
330

Accounts payable and accrued expenses
183

 
159

Total Liabilities (1)
302,012

 
297,825

Members' equity
30,774


25,570

Total Liabilities and Members' equity (1)
$
332,786

 
$
323,395


(1) 
On October 1, 2015, SLF adopted ASU 2015-03 which requires that debt issuance costs related to recognized debt liability to be presented on the balance sheet as a direct deduction from the carrying amount of the debt liability rather than as an asset. Adoption of ASU 2015-03 requires the changes to be applied retrospectively.

158
Golub Capital BDC, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)



Note 16. Summarized Financial Information for SLF (Unaudited) - (continued)
Provided in the table below is a statement of operations for SLF for the years ending September 30, 2016, 2015 and 2014:

Senior Loan Fund LLC
Statement of Operations
 
Years ended September 30,
  
2016
 
2015
 
2014
Investment income
  

 
  

 
  

Interest income
$
22,016

 
$
10,906

 
$
3,834

Fee income
84

 
4

 
4

Total investment income
22,100

 
10,910

 
3,838

Expenses
  

 
  

 
  

Interest and other debt financing expenses
15,715

 
7,701

 
3,207

Administrative service fee
457

 
249

 
139

Professional fees
150

 
102

 
91

General and administrative expenses
1

 
1

 
1

Total expenses
16,323

 
8,053

 
3,438

Net investment income
5,777


2,857


400

Net gain (loss) on investments, subordinated notes and secured borrowings
  

 
  

 
  

Net realized gain (loss):
  

 
  

 
  

Non-controlled/non-affiliate company investments
(479
)
 
9

 
—

Net realized gain (loss)
(479
)

9

 
—

Net unrealized appreciation (depreciation):
  

 
  

 
  

Net change in unrealized appreciation (depreciation) on investments
(4,685
)
 
(2,217
)
 
(2
)
Net change in unrealized appreciation (depreciation) on subordinated notes
—

 
—

 
(85
)
Net change in unrealized appreciation (depreciation) on secured borrowings
—

 
11

 
(11
)
Net change in unrealized appreciation (depreciation)
(4,685
)
 
(2,206
)
 
(98
)
Net gain (loss) on investments, subordinated notes and secured borrowings
(5,164
)
 
(2,197
)
 
(98
)
Net increase (decrease) in net assets resulting from operations
$
613


$
660


$
302



159

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of September 30, 2016 (the end of the period covered by this report), management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
(b) Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting and Ernst & Young LLP's Report of Independent Registered Public Accounting Firm are included in “Item 8. Consolidated Financial Statements and Supplementary Data” of this annual report on Form 10-K.
(c) Changes in Internal Controls Over Financial Reporting
Management has not identified any change in our internal control over financial reporting that occurred during the fourth fiscal quarter of 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.

160

PART III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2017 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 11. Executive Compensation
The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2017 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2017 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2017 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2017 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

161

PART IV
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 87
(2)
Financial Statement Schedules — None
(3)
Exhibits
3.1
 
Form of Certificate of Incorporation (Incorporated by reference to Exhibit (a)(2) to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010).
3.2
 
Form of Bylaws (Incorporated by reference to Exhibit (b)(2) to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010).
4.1
 
Form of Stock Certificate (Incorporated by reference to Exhibit (d) to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010).
10.1
 
Second Amended and Restated Investment Advisory Agreement between Registrant and GC Advisors LLC (Incorporated by reference to Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q (File No. 814-00794), filed on August 7, 2014).
10.2
 
Form of Custody Agreement (Incorporated by reference to Exhibit (j) to the Registrant’s Pre-effective Amendment No. 5 to the Registration Statement on Form N-2 (File No. 333-163279), filed on April 12, 2010).
10.3
 
Form of Administration Agreement between Registrant and GC Service Company LLC (Incorporated by reference to Exhibit (k)(2) to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010).
10.4
 
Form of Trademark License Agreement between the Registrant and Golub Capital LLC (Incorporated by reference to Exhibit (k)(3) to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-163279), filed on March 24, 2010).
10.5
 
Amended and Restated Dividend Reinvestment Plan (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on May 5, 2011).
10.6
 
Purchase Agreement, dated July 16, 2010, by and among the Registrant, Golub Capital BDC 2010-1 Holdings LLC, Golub Capital BDC 2010-1 LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Report on Form 8-K (File No. 814-00794), filed on July 16, 2010).
10.7
 
Master Loan Sale Agreement, dated July 16, 2010, by and between the Registrant, Golub Capital BDC 2010-1 LLC and Golub Capital BDC 2010-1 Holdings LLC (Incorporated by reference to Exhibit 10.2 to Registrant’s Report on Form 8-K (File No. 814-00794), filed on July 16, 2010).
10.8
 
Indenture, dated July 16, 2010, by and between Golub Capital BDC 2010-1 LLC and U.S. Bank, National Association (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on July 16, 2010).
10.9
 
Collateral Management Agreement, dated July 16, 2010, by and between Golub Capital BDC 2010-1 LLC and GC Advisors LLC (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on July 16, 2010).
10.10
 
Purchase and Sale Agreement, dated July 21, 2011, by and between the Registrant and Golub Capital BDC Funding LLC (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on July 21, 2011).

162

10.11
 
Supplemental Indenture No. 1, dated as of February 15, 2013, by and between Golub Capital BDC 2010-1 LLC and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on February 19, 2013).
10.12
 
Senior Loan Fund LLC Limited Liability Company Agreement dated May 31, 2013, by and between the Registrant and United Insurance Company of America (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on June 7, 2013).
10.14
 
Purchase Agreement, dated June 5, 2014, by and among the Registrant, Golub Capital BDC CLO 2014 LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on June 6, 2014).
10.15
 
Loan Sale Agreement, dated June 5, 2014, by and between the Registrant and Golub Capital BDC CLO 2014 LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on June 6, 2014).
10.16
 
Indenture, dated June 5, 2014, by and between Golub Capital BDC CLO 2014 LLC and Wells Fargo Bank, National Association (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on June 6, 2014).
10.17
 
Collateral Management Agreement, dated June 5, 2014, by and between Golub Capital BDC CLO 2014 LLC and GC Advisors LLC (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on June 6, 2014).
10.18
 
Amendment No. 1 to Credit Agreement, dated as of November 24, 2014, by and among Golub Capital BDC Revolver Funding LLC, as the borrower; Golub Capital BDC, Inc., as servicer; and The PrivateBank and Trust Company as lender and administrative agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on November 26, 2014).
10.19
 
Amended and Restated Loan and Servicing Agreement, dated as of December 18, 2014, by and among Golub Capital BDC Funding LLC, as the Borrower; Golub Capital BDC, Inc., as Transferor and Servicer; Wells Fargo Securities, LLC, as the Administrative Agent; the lenders from time to time party thereto; the lender agents from time to time party thereto; and Wells Fargo Bank, N.A., as the Collateral Agent, the Account Bank, and the Collateral Custodian (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on January 2, 2015).
10.20
 
Supplemental Indenture No. 2, dated as of June 25, 2015, by and between Golub Capital BDC 2010-1 LLC and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on June 26, 2015).
10.21
 
First Amendment to Amended and Restated Loan and Servicing Agreement, dated as of July 30, 2015, by and among Golub Capital BDC Funding LLC, as the borrower; Golub Capital BDC, Inc., as the transferor and servicer; certain institutional lenders identified on the signature pages thereto; Wells Fargo Bank, N.A., as the swingline lender, Wells Fargo Bank, N.A., as the collateral agent, account bank and collateral custodian, and Wells Fargo Securities, LLC, as the administrative agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (file No. 814-00794), filed on August 4, 2015).
10.22
 
Credit Facility Termination Agreement, dated as of October 21, 2015, by and among Golub Capital BDC Revolver Funding LLC as the borrower, the Registrant, as the servicer, U.S. Bank National Association, as collateral custodian, and The PrivateBank and Trust Company, as the lender and administrative agent.
10.23
 
Second Amendment to Amended and Restated Loan and Servicing Agreement, dated as of March 1, 2016, by and among Golub Capital BDC Funding LLC, as the borrower; Golub Capital BDC, Inc., as the transferor and servicer; certain institutional lenders identified on the signature pages thereto; Wells Fargo Bank, N.A., as the swingline lender, Wells Fargo Bank, N.A., as the collateral agent, account bank and collateral custodian, and Wells Fargo Securities, LLC, as the administrative agent. (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 814-00794), filed on May 5, 2016).
10.24
 
Unsecured revolving loan agreement, dated as of June 22, 2016, by Golub Capital BDC, Inc., as the borrower, and GC Advisors LLC, as the lender. (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 814-00794), filed on August 3, 2016).
10.25
 
Supplemental Indenture No. 3, dated as of October 20, 2016, by and between Golub Capital BDC 2010-1 LLC and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00794), filed on October 20, 2016).


163


11.1
 
Computation of per share earnings (included in the notes to the audited financial statements included in this report).
14.1
 
Code of Ethics of the Registrant and GC Advisors (Incorporated by reference to Exhibit 14.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00794), filed on February 5, 2016).
14.2
 
Code of Ethics of GC Advisors LLC (Incorporated by reference to Exhibit 14.2 to the Registrant’s Quarterly Report on Form 10-Q on Form 10-Q (File No. 814-00794), filed on February 5, 2016).
21.1
 
List of Subsidiaries.
24
 
Power of attorney (included on the signature page hereto).
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1
 
Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
99.1
 
Privacy Policy of the Registrant.

164

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 BDC, INC.
 
 
A Delaware Corporation
 
 
 
Date: November 16, 2016
By:
/s/ David B. Golub
 
 
Name: David B. Golub
 
 
Title:  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 Ross A. Teune 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
 
Chief Executive Officer and Director
 
November 16, 2016
David B. Golub
 
(Principal Executive Officer)
 
 
/s/ Ross A. Teune
 
Chief Financial Officer
 
November 16, 2016
Ross A. Teune
 
(Principal Financial and Accounting Officer)
 
 
/s/ Lawrence E. Golub
 
Chairman of the Board of Directors
 
November 16, 2016
Lawrence E. Golub
 
 
 
 
/s/ John T. Baily
 
Director
 
November 16, 2016
John T. Baily
 
 
 
 
/s/ Kenneth F. Bernstein
 
Director
 
November 16, 2016
Kenneth F. Bernstein
 
 
 
 
/s/ Anita R. Rosenberg
 
Director
 
November 16, 2016
Anita R. Rosenberg
 
 
 
 
/s/ William M. Webster IV
 
Director
 
November 16, 2016
William M. Webster IV
 
 
 
 


165

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