Golub Capital BDC, Inc. Announces Merger Agreement With Golub Capital BDC 3, Inc. - Seite 3

Prior to the anticipated closing of the proposed merger, each of GDBC and GBDC 3 currently intends to maintain its usual practice of declaring and paying distributions and, to the extent necessary, will declare and pay any special distributions required to distribute sufficient taxable income to continue to comply with its regulated investment company status.

Exchange Ratio

Under the terms of the proposed merger, stockholders of GBDC 3 will receive newly issued shares of GBDC for each share of GBDC 3 based on the Exchange Ratio determined shortly before merger close. The Exchange Ratio will be calculated based upon (i) the NAV per share of GBDC and GBDC 3 (“GBDC NAV Per Share” and “GBDC 3 NAV Per Share”)³, each determined shortly before merger close, and (ii) the market price of GBDC common stock (“GBDC Price”)⁴ shortly before merger close. Formulaically, the Exchange Ratio will be determined as follows:

1. If GBDC Price is greater than GBDC’s NAV Per Share:
   Exchange Ratio = (GBDC 3 NAV Per Share x (1 + 50% x (GBDC Price / GBDC NAV Per Share -1)) / GBDC Price
   Note: 50% x (GBDC Price / GBDC NAV Per Share – 1) shall not exceed 3.0%.
2. If GBDC Price is less than or equal to GBDC’s NAV Per Share:
   Exchange Ratio = GBDC 3 NAV Per Share / GBDC NAV Per Share

The Exchange Ratio is subject to adjustment only in the event of a reclassification, recapitalization or similar transaction by either company.

GBDC will hold a conference call to discuss the proposed merger at 11:30 a.m. (Eastern Time) on Wednesday, January 17, 2024.

All interested parties may participate in the conference call by dialing [phone] approximately 10-15 minutes prior to the call; international callers should dial [phone]. Participants should reference Golub Capital BDC, Inc. when prompted. For slide presentations that we intend to refer to on the conference call, please visit the Investor Resources link on the homepage of our website (www.golubcapitalbdc.com) and click on the Overview of Proposed Merger With Golub Capital BDC 3, Inc. Presentation under Events/Presentations. An archived replay of the call will be available shortly after the call until 11:59 p.m. (Eastern Time) on January 31, 2024. To hear the replay, please dial [phone]. International dialers, please dial [phone]. For all replays, please reference program ID number 7089069.