UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~report (Date of ~~1934~~earliest event reported): September 16, 2019

Date of report (Date of earliest event reported): September 4, 2019

Golub Capital Investment Corporation

(Exact name of Registrant as Specified in Its Charter)

MARYLAND	814-01128	~~814~~47-~~01128~~1893276	~~47-1893276~~
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

__ 666 Fifth Avenue, 18th Floor, New York, NY 10103_ _

666 Fifth Avenue, 18th Floor, New York, NY	10103
(Address of Principal Executive Offices)	(Zip Code)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

____ ____

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

Item 52.~~07.~~01 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On September 16, 2019, Golub Capital BDC, Inc., a Delaware corporation (“GBDC”), completed its previously announced acquisition of Golub Capital Investment Corporation, a Maryland Corporation (the “Company”), ~~held~~pursuant ~~its~~to ~~2019~~that ~~Special~~certain ~~Meeting~~Agreement and Plan of ~~Stockholders~~Merger (as amended, the “~~Special~~Merger ~~Meeting~~Agreement”), dated onas ~~September~~of 4November 27, ~~2019.~~2018, Asby ofand ~~July~~among 12the Company, ~~2019~~GBDC, ~~the~~Fifth ~~record~~Ave ~~date~~Subsidiary ~~for~~Inc., ~~the~~a ~~determination~~Maryland ofcorporation ~~stockholders~~and ~~entitled~~wholly toowned subsidiary ~~notice~~ of, ~~and~~GBDC to(“Merger ~~vote at~~Sub”), ~~the~~GC ~~Special~~Advisors ~~Meeting~~LLC, ~~78,053,988~~a ~~shares~~Delaware oflimited ~~common~~liability ~~stock~~company ~~were~~and ~~eligible~~investment adviser to each beof ~~voted,~~the Company and ~~65,434,773~~GBDC of(“GC ~~those~~Advisors”), ~~shares~~and, ~~were~~for ~~voted~~certain inlimited ~~person~~purposes, orGolub byCapital ~~proxy~~LLC. atPursuant to the Merger ~~Special~~Agreement, ~~Meeting.~~Merger ~~Stockholders~~Sub ~~were~~was ~~asked~~first tomerged ~~consider~~with and ~~act~~into ~~upon~~the Company, with the ~~following~~Company ~~proposal~~as the surviving corporation (the “~~Proposal~~Initial Merger”), ~~which~~and, ~~was~~immediately ~~described~~following inthe Initial Merger, the Company’s ~~joint~~was ~~proxy~~then ~~statement/prospectus,~~merged aswith ~~amended,~~and ~~filed~~into GBDC, with the ~~Securities~~GBDC ~~and~~as the ~~Exchange~~surviving ~~Commission~~company (the Initial Merger and the subsequent merger, collectively, the “~~SEC~~Merger”). onAs ~~July~~a 15result of, ~~2019~~and as (of the ~~“Proxy~~effective ~~Statement”):~~time of, the Merger, the Company’s separate existence ceased.

•In ~~Proposal~~accordance ~~No.~~with ~~1 - Approve~~ the ~~merger~~terms of the ~~Company~~Merger ~~with~~Agreement, ~~and~~at the ~~into~~effective ~~Fifth~~time ~~Ave~~of ~~Subsidiary~~the ~~Inc. (“~~Merger ~~Sub”)~~, aeach ~~wholly-owned~~outstanding ~~subsidiary~~share of ~~Golub~~the ~~Capital~~Company’s ~~BDC,~~common ~~Inc.~~stock ~~(“GBDC”),~~was ~~with~~converted into the ~~Company~~right asto receive ~~the~~0.865 ~~surviving~~shares ~~company,~~of ~~pursuant~~GBDC’s tocommon stock (with the ~~Agreement~~Company’s ~~and~~stockholders ~~Plan~~receiving ofcash ~~Merger,~~in ~~dated~~lieu asof fractional shares of ~~November~~GBDC’s ~~27,~~common ~~2018,~~stock). asAs ~~amended,~~a byresult ~~and~~of ~~among~~the ~~GBDC~~Merger, ~~Merger~~GBDC ~~Sub,~~will ~~the~~issue ~~Company,~~an GCaggregate ~~Advisors~~of ~~LLC~~approximately 71, ~~and~~779,964 shares ~~for~~of ~~certain~~its ~~limited~~common ~~purposes,~~stock ~~Golub~~to ~~Capital~~former ~~LLC,~~stockholders ~~with~~of ~~such~~the ~~initial~~Company ~~merger~~prior to beany ~~followed~~adjustment ~~immediately~~for by the ~~merger~~former stockholders of the Company ~~with~~receiving ~~and~~cash ~~into~~in ~~GBDC,~~lieu ~~with~~of ~~GBDC~~fractional ~~surviving the subsequent merger~~shares.

The foregoing description of the Merger ~~Proposal~~Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was ~~approved~~filed by the Company’s as ~~stockholders~~Exhibit at2.1 ~~the~~to ~~Special~~its ~~Meeting~~Current Report on Form 8-K filed on November 28, 2018, Amendment No. ~~The~~1 ~~votes~~to ~~for~~Agreement and Plan of Merger, ~~votes~~a copy ~~against~~of which was filed by GBDC as Exhibit (4)(b) to its Registration Statement on Form N-14 filed on December 21, 2018, and ~~abstentions~~Amendment No. 2 to Agreement and Plan of Merger, a copy of which was filed by GBDC as Exhibit (4)(c) to Pre-Effective Amendment No.1 to its Registration Statement on Form N-14 filed on July 11, 2019 (collectively, the “Registration Statement”), all of which are ~~set~~incorporated ~~forth~~herein ~~below:~~by reference.

Votes For	Votes Against	Abstain
65,434,773	—	—

Item 3.03

Material Modification to Rights of Security Holders.

The information required by Item 73.0103 is contained in Items 2.01 ~~Regulation~~and FDis ~~Disclosure~~incorporated herein by reference.

OnItem ~~September 4, 2019, the Company issued a press release announcing, among other things, the voting results at the Special Meeting~~5.01 AChanges ~~copy~~in Control of ~~this press release is attached hereto as Exhibit 99~~Registrant.1.

The information inrequired by Item 75.01 ofis contained ~~this~~in ~~Current~~Item ~~Report on Form 8-K, including Exhibit 99~~2.101 ~~furnished~~and ~~herewith,~~ is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated byherein ~~reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company as of the effective time of the Merger (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices).

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results of the ~~Company,~~combined ~~or,~~company following the ~~merger,~~Merger ~~the combined company~~ and involve a number of risks and uncertainties. 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. 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 filings made by the Company with the ~~SEC,~~Securities ~~including~~and ~~those~~Exchange Commission ~~contained in the proxy statement for the Special Meeting~~(“SEC”). Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability ~~of the parties~~ to ~~consummate the merger on the expected timeline, or at all, the ability to~~ realize the anticipated benefits of the ~~merger~~Merger, ~~effects of disruption on~~ the ~~business of the Company or, following the merger, the combined company, from the proposed merger, the~~ effect that the consummation of the ~~merger~~Merger may have on the trading price of the combined company’s common stock on The Nasdaq Global Select Market, the combined company’s plans, expectations, objectives and intentions as a result of the ~~merger, any decision by the Company to pursue continued operations, any termination of the~~ Merger ~~Agreement~~, ~~future operating results of~~ the ~~Company or the combined company, the~~ business prospects of the ~~Company or the~~ combined company and the prospects of its portfolio companies, actual and potential conflicts of interests with GC Advisors and other affiliates of Golub Capital LLC, general economic and political trends and other factors, the dependence of the ~~Company’s or the~~ combined company’s future success on the general economy and its effect on the industries in which itthey ~~invests~~invest, and future changes in laws or regulations and interpretations thereof. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report on Form 8-K.

~~Additional~~Item ~~Information~~9.01 ~~and~~Financial ~~Where~~Statements toand ~~Find It~~Exhibits.

~~This~~(d) ~~communication relates to a proposed business combination involving the Company and GBDC~~Exhibits. In connection with the proposed business combination, the Company and GBDC have filed relevant materials with the SEC, including a registration statement on Form N-14, which includes a joint proxy statement of the Company and GBDC and a prospectus of GBDC. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF EACH OF THE COMPANY AND GBDC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, GBDC, AND THE MERGER. Investors and security holders may obtain the documents filed with the SEC free of charge at the SEC’s web site, http://www.sec.gov or, for documents filed by GBDC, from GBDC’s website at http://www.golubcapitalbdc.com.

Item 9.01. Financial Statements and Exhibits.


EXHIBIT NUMBER

2.1		Agreement and Plan of Merger by and among Golub Capital BDC, Inc., Golub Capital Investment Corporation, Fifth Ave Subsidiary Inc., GC Advisors, LLC, and solely for purposes of Section 1.9, Golub Capital LLC, dated as of November 27, 2018 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on November 28, 2018).

2.2		Amendment No. 1 to Agreement and Plan of Merger by and among Golub Capital BDC, Inc., Golub Capital Investment Corporation, Fifth Ave Subsidiary Inc., GC Advisors, LLC, and solely for purposes of Section 1.9, Golub Capital LLC, dated as of December 21, 2018 (Incorporated by reference to Exhibit (4)(b) to GBDC’s Registration Statement on Form N-14, filed on December 21, 2018).

2.3		Amendment No. 2 to Agreement and Plan of Merger by and among Golub Capital BDC, Inc., Golub Capital Investment Corporation, Fifth Ave Subsidiary Inc., GC Advisors, LLC, and solely for purposes of Section 1.9, Golub Capital LLC, dated as of July 11, 2019 (Incorporated by reference to Exhibit (4)(c) to GBDC’s Pre-Effective Amendment No.1 to the Registration Statement on Form N-14, filed on July 11, 2019).

~~(d)~~SIGNATURE ~~Exhibits. 99.1 Press Release, dated as of September 4, 2019~~

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital Investment Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	GOLUB CAPITAL INVESTMENT CORPORATION

Date: September 16, 2019	By:	/s/ Ross A. Teune
	Name:	Ross A. Teune
	Title:	Chief Financial Officer

		Golub Capital Investment Corporation
Date: September 4, 2019		By: /s/ Ross. A Teune
		Name: Ross A. Teune
		Title: Chief Financial Officer

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