Merger Agreement with Golub Capital BDC 3, Inc.

Merger Overview - GBDC will acquire 100% of GBDC 3 in a stock-for-stock transaction, with the exchange ratio determined at merger close based on NAV and market price[109] - The combined company will have approximately $8.5 billion in total assets and investments in 343 portfolio companies[108] - The merger is expected to close in CQ2 2024, subject to stockholder approvals and customary conditions[108] Financial Benefits - The merger consideration structure provides an opportunity for NAV per share accretion at GBDC[109] - The incentive fee rate will be reduced to 15%, becoming permanent upon closing of the merger[108] - Potential annual operational synergies of approximately $1.2 million are expected from the elimination of duplicative expenses[9] Portfolio and Strategy - Over 99% of GBDC 3's portfolio company investments overlap with those of GBDC[9] - The investment strategy will remain consistent, focusing on first lien, senior secured loans[9] - Pro forma GAAP debt-to-equity is estimated to be approximately 1.10x[108] Fee Structure and NII - The incentive fee reduction from 20% to 15% is estimated to result in approximately $0.13 per share annually increase in adjusted net investment income[69] - The adjusted NII ROAE is estimated to increase to 14.3% with the 1% management fee and 15% incentive fee in effect[69]