Golub Capital Private Credit Fund 8-K

What Happened

• Golub Capital Private Credit Fund announced it completed a $500.0 million private offering of 5.600% notes due April 15, 2031 on January 29, 2026. The offering was sold under a Purchase Agreement dated January 22, 2026 with GC Advisors LLC and Golub Capital LLC and initial purchasers; resales were made to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S. The Notes were issued under the existing Indenture (dated September 12, 2024) and a Fourth Supplemental Indenture dated January 29, 2026, with U.S. Bank Trust Company, N.A. as trustee.

Key Details

• Principal: $500.0 million issuance; offering price 98.863% per Note; net proceeds ≈ $488.7 million after ~ $5.6 million of fees and estimated offering expenses.
• Interest & maturity: 5.600% annual interest, paid semi‑annually on April 15 and October 15 (first payment October 15, 2026); maturity April 15, 2031.
• Use of proceeds: Primarily to repay outstanding borrowings under the Sumitomo Mitsui Banking Corporation (SMBC) senior secured revolving credit facility and the Bank of America special purpose vehicle financing facility (BANA); the Company may reborrow under those facilities for general corporate purposes, including investments.
• Ranking & protections: Notes are general unsecured obligations that rank senior to any expressly subordinated debt, equal with other senior unsecured liabilities, effectively junior to secured debt to the extent of secured assets, and structurally junior to indebtedness of subsidiaries/finance vehicles. Holders have a change‑of‑control repurchase right at 100% of principal plus accrued interest.
• Registration rights: The Company agreed to file a registration statement and conduct an exchange offer to register the Notes (with Wells Fargo, J.P. Morgan and SMBC Nikko as representatives). The exchange offer must be completed within 365 days of issuance or the Company may owe additional interest to noteholders.

Why It Matters

• This transaction increases the Company’s long‑term unsecured debt by $500M while generating roughly $489M of immediate net cash. Repaying the credit facilities could reduce near‑term secured borrowings and related covenants, but the Company may reborrow under those facilities, so overall leverage and liquidity could remain flexible.
• Investors should note the coupon (5.600%), maturity (2031), and the notes’ unsecured ranking (junior to secured lenders and structurally junior to subsidiary debt), all of which affect credit risk and recovery priority. The registration‑rights timeline creates the possibility of additional interest payments if the Company does not complete the exchange offer within the required period.