Welcome to Golub Capital BDC, Inc. September 30, 2019 Quarterly Earnings Conference Call. Before we begin, I would like to take a moment to remind our listeners that remarks made during this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than the statements of historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Golub Capital BDC, Inc.'s filings with the Securities and Exchange Commission. For materials the Company intends to refer to on today's earnings conference call, please visit the Investor Resources tab on the homepage of the Company's website, www.golubcapitalbdc.com, and click on the Events/Presentations link. Golub Capital BDC's earnings release is also available on the Company's website in the Investor Resources section. As a reminder, this call is being recorded for replay purposes. I will now turn the call over to David Golub, Chief Executive Officer of Golub Capital BDC. Please go ahead.

Thanks everyone. Thanks operator and hello everyone. Thanks for joining us today. I am joined by Ross Teune, our Chief Financial Officer; Gregory Robbins and Jon Simmons, both Managing Directors here at Golub Capital. Let me wish everyone an early happy Thanksgiving. Yesterday afternoon we issued our earnings press release for the quarter and fiscal year ended September 30th, and we posted an earnings presentation on our website. We’ll be referring to that presentation throughout the call today. For those of you who are new to GBDC, our investment strategy is and since inception has been to focus on providing first lien senior secured loans to healthy resilient middle market companies backed by strong partnership-oriented private equity sponsors. Let me start today by talking to you about the quarter and fiscal year ended September 30th. And both, the quarter and the fiscal year, were landmarks in the history of GBDC. On September 16th, 2019 GBDC completed its merger with Golub Capital Investment Corporation, or GCIC. I'll start today's call by talking about the impact of the merger on GBDC, both the benefits of the merger and the accounting implications for GBDC's financial statements going forward. Ross is then going to review GBDC's results for the quarter and fiscal year. And then, Gregory is going to close with our outlook and plan for fiscal 2020. Let's turn to slide three. We said last year when we first announced the merger with GCIC that it had three key benefits for GBDC and its stockholders. First, we said the transaction would be meaningfully accretive to GBDC's net asset value per share; second, we said it would increase the size and scale of GBDC without materially changing the risk or composition of its diversified, high-quality investment portfolio; and third, we said it would give…

Thanks, David. I'll begin on slide nine. This slide highlights our total originations of $130.4 million and total exits and sales of investments of $43.7 million during the quarter. As shown on the bottom table, the weighted average rate of 7.4% on new investments this quarter was down from 8.1% in the previous quarter, primarily due to a declining LIBOR rate. The rate on loans that paid off decreased to 7.8% from 8.8% in the prior quarter. As a reminder, the weighted average interest rate and new investments is based on the contractual interest rate at the time of funding. For variable rate loans, the contractual rate will be calculated using current LIBOR, spread over LIBOR and the impact of any LIBOR floor.. Turning to slide 10. This slide shows that our overall portfolio mix by investment type has remained consistent quarter-over-quarter and consistent post-acquisition with one stop loans continuing to represent our largest investment category at 81%. Due to the GCIC acquisition, GBDC’s average investment size increased to $17.3 million at September 30th. Important to note here is that despite the growth, GBDC’s investment diversification by portfolio company remained below 0.5% as GCIC’s portfolio was also highly diversified. Turning to slide 11. Our debt investment portfolio remains predominantly invested in floating rate loans and defensively positioned in resilient industries. Turning to slide 12. This graph summarizes portfolio yields and net investment spreads for the quarter. Focusing first on the light blue line, this line represents the income yield or the actual amount earned on the investments, including interest and fee income, excluding the amortization of upfront origination fees and purchase price premium. The income yield decreased by 20 basis points to 8.4% for the quarter ended September 30th, primarily due to a corresponding decrease in LIBOR during the quarter.…

Thank you, Ross. Before we go to Q&A, I want to discuss two strategic themes for fiscal 2020, delivering benefits from the Golub Capital platform and delivering benefits from the merger. Let me first talk about the platform. You've heard us talk in previous quarters about our strategy of leaning on our competitive advantages as one of the largest players in sponsor finance, advantages like sponsor relationships, incumbencies, reliability, industry expertise and breadth of financing solutions. I want to highlight a new one today, our capacity to lead large one stops. Prior to 2019, one stops in excess of $500 million in size were unusual. There were a few, Qlik in 2016 comes to mind. But so far in 2019, we're aware of 21 one-stop deals in excess of $500 million. This is an enormous market shift. Large one stops have emerged as a viable option for many larger deals. And Golub Capital is a clear market leader in this emerging niche. We’ve led 12 of those 21 deals. No other lender comes close to our market share. We anticipate that the trend toward larger one stops will continue into fiscal 2020 and may even accelerate if the syndicated market gets choppier. We think these loans represent very attractive risk reward in today's market. Let me move on and discuss a second strategic theme. We plan to take advantage of our large scale, now that the merger is complete. Two projects we have underway now illustrate this: We continue to study ways to further diversify and strengthen our liability structure; and we are studying potentially ending our Senior Loan Funds on joint ventures. There's a strong argument that these funds introduce unnecessary and costly complexity post merger. With that, let me thank you for your time today and for your partnership. And Jennifer, if you could open up the line for questions.

Thank you. [Operator Instructions] Our first question comes from the line of Finn O'Shea with Wells Fargo Securities. Please proceed with your question.

Hi. Good afternoon. Thanks for taking my question. Congratulations as well on the completion of the merger, and the better than expected results on the net asset value side at least. My first question, can you expand a bit on studying the -- sorry, studying the ending of the SLF programs? We've seen some BDCs do this. And yes, it's less complex, but it's typically -- the immediate impact is more economics to the manager. So, can you kind of give us your view of the major negative that would maybe more offset that?

So, let me go back in time. When we created the SLFs, we did it in an environment where traditional senior debt was much more attractive from a risk return standpoint, and where GBDC was constrained by the one-time regulatory leverage limitation. Clearly all those facts on the ground have now changed. As Gregory mentioned, we're now looking at exploring with our partners, whether it makes sense to wind down these programs and bring the assets on balance sheet. If you look at the information in our supplementary reporting, you'll note that the leverage level in the SLFs today are comparable to the leverage levels in GBDC’s balance sheet. And Finn, as you know, based on where we stand in terms of our fee structure, the difference in fees associated with moving forward with full consolidation of the SLFs, there's no material difference because any increase in management fees would result in a decrease in incentive fees under our catch-up. So, this is purely about making our financial statements easier to understand. We've gotten a lot of questions over the last couple of years about the SLFs. And it's clear that there's a price to be paid for the complexity, and we don't think that price is worth it.

Fair enough. Thank you. And another one just on the market and the new or expanded opportunity in large one stops. I want to ask about a specific deal that was post quarter Parts Town. And it was reported that the funds and the syndication [indiscernible] provide execution. So, I guess, one, is that correct. Of course, it would be my first question. And then, if so, how does that solution come about? So, what's the sort of how, how you do that together and the why in terms of a good solution for both parts of your business?

Sure. So, by way the of context, Berkshire Partners bought Parts Town in mid-November. We worked with Berkshire to provide a compelling financial solution for Berkshire in the context of that acquisition. It’s a bit less than a $900 million facility. It's a one stop. It's of a size where it's large, it's too large, even for Golub Capital to hold all of. So, we worked with Berkshire to develop a list of partners to bring into the transaction. And as you put it, Finn, our capital markets team worked with their counterparts at Berkshire to build the club to enable Berkshire to be able to take advantage of a financing structure which they deemed far more advantageous to the company than a traditional broadly syndicated solution. From a GBDC standpoint, this was, in my judgment, a very attractive transaction because GBDC got the opportunity to participate in the portion that the Golub platform held in the deal. And from a Berkshire standpoint, it illustrated a lot of the strengths, the competitive strengths of the Golub platform. As Gregory mentioned, there have been 21 of these $500 million-plus one stops and we at Golub Capital have led more than half of them, no other manager is close. So, this is a great example, when we talk about being a strategically important partner to our sponsor clients, this is what -- this is an example of what we mean. We were able to deliver a solution that very few others and any others would have had the capacity to be able to do.

That’s very helpful. Thank you. And one more if may for now. Can you -- Greg, you said that these -- your platform, you're finding these larger deals attractive that have been -- that have taken place in 2019 and continue on let's say the plus $500 million signed in private deals. Can you give us some I guess recent historical context as to how understanding today's -- it's hard to find good paper, but more historically, how attractive is this paper in terms of the execution you're providing. If there was a spectrum of private credit execution and broadly syndicated execution, is this paper halfway in between or is it more toward one side or the other?

So, I'm not completely sure I understand the question, Finn, but let me give it a go and please come back to me if I haven't answered exactly what you're looking for. When we work with a private equity firm and talk about providing a unitranche solution, they're obviously very smart and talented and have their own internal groups that are focused on developing the right financing structure for the deal they are doing. And they evaluate what they're going to choose by comparing all the different alternatives. So, they’ll look, in this case, at a one stop solution and they will compare that to a first lien and second lien broadly syndicated solution. They may compare it to a high yield issuance. And they have a variety of different approaches that they're exploring. So, it's never the case that we win a mandate to do a one stop where it's not the -- perceived to be best answer. What are the decision criteria the sponsor uses in evaluating what I mean by best [answer]? Well, one of the criteria would be rates, would be spreads, a second would be quantum of debt, third would be documentation terms and covenants, the fourth would be ease of getting it closed, certainty, reliability, capacity to scale it up over time without having to refinance and pay all of the origination fees over again. The nature of the partnership that they have with the lender, whether it's a relationship arrangement or whether it's more transactional, all of these characteristics feed into the private equity firm’s decision about which kind of financing to choose. I think, when you look at these large one stops, what you find is that these sponsors who choose these large one stops are choosing them because of the pluses, which would include confidentiality, reliability, speed, reasonable costs. It's unlikely, to me, that the one stops are the cheapest option but they are also not meaningfully more expensive, and offer dramatically improved flexibility and relationship orientation. So, every time a sponsor looks at a financing decision, they're going to need to make a judgment about which financing strategy makes the most sense. It's never going to be one size fits all. We're never going to be in a world where there is always one best answer for all deals. Every deal is going to need to be looked at individually. What I think has changed, and this is the point Gregory was making, is that until very recently, the large one stop wasn't one of the options on table. Now, it's one of the options. And we think that it's growing in popularity and will continue to grow in popularity. And we think that's good for us at Golub Capital because we're in the captain’s seat in market leadership in this emerging niche. And we think it's good for GBDC, because we think the paper that we're creating through these large one stops has very attractive risk reward characteristics.

Our next question comes from the line of Robert Dodd with Raymond James. Pleased proceed with your question.

Hi, guys. You've given us a lot of color about how the combination with GCIC benefits investing et cetera, et cetera. What about, if you can, any color on the liability side? I mean, obviously, you’ve got a very diversified liability structure right now, but also some of that’s resulting from the combination of the two entities. I mean, is there any thought to either rationalizing or restructuring that liability structure in some way, and is there a prospect of any split saving on the liability cost side, given your newfound scale?

So, I think, the word I’d use, rather than rationalize or restructuring, would be optimizing. I think, there are some opportunities for us to optimize the liability structure. One thing you'll probably always see in looking at the right side of GBDC’s balance sheet is that real focus on risk mitigation on our liability side. And what I mean by that specifically is, we don't ever want to be too reliant on any one counterparty. We don't want to have too many dollars in a single facility, or with reinvestment end period dates all at the same time. So, we think having a significant number of different facilities with different counterparties, with different reinvestment periods, with different characteristics in terms of what kinds of loans fit best in them, those are likely to be characteristics you're going to continue to see in looking at the right-hand side of our balance sheet. Having said that, we are looking at additional securitizations. We're always going to continue to evaluate whether a bond issuance makes any sense. There are a lot of options that we have that we think it's appropriate to explore now, all with the goal of optimizing the liability structure.

Got it. Thank you. On that sort of related, there is a lot of overlap between the GCIC and GBDC portfolios, as you said, 98%. So, presumptively from that, some of those overlaps occur in different locations on the balance sheet, if you will. So, on the GBDC side, you can have an asset and an SBIC SPV. And then on the GCIC side, obviously it didn't have any SBICs. So, presumptively, you’ve got some assets now that exist in different -- for lack of a better term, different legally structured SPV vehicles to consolidate onto your balance sheet. Does that create any incremental difficulties, either as pledging them to your bank facilities, securitizations, et cetera, and/or any potential cost savings there over time, if those structures -- those borrowers kind of emerge into a single location on your balance sheet?

Neither, I would say, Robert. I mean, we've operated even within GBDC and GCIC over time with loans that we've carved into pieces, where one might be in one bank facility and another piece might be in a securitization or even in multiple securitizations. So, this is how we've always done it. And the combination doesn't really change anything in respect of how we organize assets.

And then, one more if I can, on the kind of overhead expenses and put it in context, obviously. As you said, with the structure of how your management fees are right now, it really doesn't matter much to shareholders in terms of generating the return, because it just moves the location of where expenses show up. But, long run for this -- for the newly enlarged business, what do you think the kind of overhead expense, OpEx ratio to assets, however you want to put it, could normalize out to? Because obviously, right now it doesn't matter but hypothetically, if sometime in the distant future rates do actually go up high enough that you come out of the catch-up, then it can potentially start to matter. So, any color on that front?

Yes. Robert, this is Jon. We -- I believe the number we have disclosed previously when talking about the merger was expense synergies of about $1 million dollars on a combined basis. And now working through things, I don't think we have seen anything for us to materially revise that forecast.

Got it…

So, these are associated with for example, one audit instead of two audits and one set of directors instead of two sets of directors, things of that sort. I agree, Jon.

[Operator Instructions] Our next question comes from the line of Ryan Lynch with KBW.

First question I had was on your comment about potentially ending your SLF funds. You mentioned as when you originally formed those funds that you saw them as an attractive opportunity, given that the senior debt was more attractive asset class at that time, as well as you guys had leverage constraints of 1 to 1 leverage. And now that asset class isn't as attractive and you guys don't have the leverage constraints. So, I'm wondering if you -- or if you actually wind down the SLFs, that would actually reduce some off-balance sheet leverage and reduce actually the effective leverage within GBDC. So, is there any plan on increasing the balance sheet leverage to offset that or do you plan on running at the same target leverage range, even if those SLFs are eventually wound down?

So, we're entering into hypothetical land. So, let me start with the caution that we're entering in hypothetical land, but let me tell you how, I think, we might think about this. Right now, if you look at the two SLFs, they are on average operating at approximately the same debt to equity ratio as GBDC. So, if we were to consolidate those today by, for example, purchasing the stake held by our partner, the impact on the leverage ratio of GBDC would be very small. If we -- whether we go forward with that kind of plan or don't, I would anticipate that we will continue to deemphasize investing in traditional middle market first lien debt and continue to emphasize one stops, as we have been for many years now. And you can see that in the chart in the earnings deck that shows the composition of the portfolio by loan type. The second part of your question is, what is our thinking on leverage ratio within GBDC? And I would actually say, that's a separate question from the question about the SLFs. We're always looking at the question of what's the optimal leverage ratio for GBDC. And when we got approval for being able to increase leverage, what we said then and remains true today is -- we're going to keep relooking at that with an eye toward figuring out what's the best level of leverage from a shareholder standpoint. And I anticipate, Ryan, that we'll continually revisit that question over time.

I wanted to revisit your guys’ commentary around the 12 unitranche deals this year that were over $500 million. Could you give a ballpark of -- out of those 12 deals, the amount that you guys actually held across the Golub platform, what percentage were those 12 unitranche deals as a percentage of the total capital you deploy? Because what I'm trying to get a sense of is, I don't know the ultimate size of those deals or the leverage on those deals, but just using simple math of a $500 million deal which should be on the lower end because you said it was a $500 million or above was 6 times leverage, that would imply maybe an average EBITDA of $83 million. So, those seem to be kind of more on the upper middle market size deals. And so, I'm just wondering as a percentage of deal flow, what percentage of the deal flow are these larger deals, the deal flow you guys did in 2019, and how are you guys thinking about lending to potentially some more of these upper middle market companies versus kind of the core middle market, which I think you guys have really focused on historically?

Let me be clear, we're not changing our focus away from what we've done historically. This is an additional niche, not a change in strategy. We've historically been financing companies with our sweet spot being an EBITDA range between $10 million and about $75 million. That is -- that has not changed, that will not change. What our capabilities have enabled us to do is to become involved in some of larger transactions than we have been able to lead before. And it's not just us, there is -- we've developed a market for these larger one stop. And so, when they are larger than we can hold across the Golub platform, we have a group of likeminded investors who we can bring in to make the solution work for sponsors. I'm going to come back to you with the exact answer to your question because it's calculable. We have publicly disclosed the amounts that GBDC’s invested in these 12 deals and we can divide that by the total originations that GBDC’s had over the course of the year. So, I always rather use real data than speculation. My guesstimate is that it's not a huge portion of overall originations. My guess is it's in the 20% range. But, let’s come back to you with exact numbers.

Okay. That would be helpful. And that would definitely give me a frame of reference of how is that more kind of one-offs or just an added tool in the tool box versus a strategy shift, which it sounds like you guys aren’t really doing. So, those are all my questions. I appreciate the time today.

[Operator instructions] And we are showing no further questions on the audio line at this time. I will turn the conference back over to you.

Thanks, operator. And just thank you all for your time today. And on behalf of everybody at Golub Capital, we want to wish you all a very happy Thanksgiving.

That does conclude today's conference call. We thank you for your participation and ask that you kindly disconnect your lines. Have a good day, everyone.