10/01/2025 | Press release | Distributed by Public on 10/01/2025 13:34
Item 1.01. | Entry into a Material Definitive Agreement. |
On September 25, 2025 (the "Closing Date"), Golub Capital Private Credit Fund CLO-R (formerly known as Golub Capital Private Credit Fund CLO) (the "CLO Issuer"), an indirect, wholly owned subsidiary of Golub Capital Private Credit Fund (the "Company"), completed a $931,550,000 term debt securitization (the "CLO Reset Securitization"). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company's overall asset coverage requirement.
On the Closing Date and in connection with the CLO Reset Securitization, the CLO Issuer entered into a Note Purchase Agreement (the "Purchase Agreement") with SG Americas Securities, LLC, as the initial purchaser (the "Initial Purchaser"), pursuant to which the Initial Purchaser agreed to purchase certain of the notes to be issued pursuant to an indenture as part of the CLO Reset Securitization.
The notes offered in the CLO Reset Securitization consist of $500,000,000 of AAA Class A-1R Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month secured overnight financing rate published by the Federal Reserve Bank of New York ("SOFR") plus 1.45% (the "Class A-1 Notes"); $76,200,000 of AAA Class A-2R Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.65% (the "Class A-2 Notes"); $69,700,000 of AA Class B-R Senior Secured Floating Rate Notes due 2037, which bear interest at the three-month SOFR plus 1.48% (the "Class B Notes" and, together with the Class A-1 Notes and Class A-2 Notes, the "Secured Notes"). Additionally, on the Closing Date the CLO Issuer issued $285,650,000 Subordinated Notes due 2125 (the "Subordinated Notes"), which do not bear interest. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the "2025 Notes". The Company will indirectly retain the Class B Notes and Subordinated Notes in whole, and the Class A-2 Notes in part.
The CLO Reset Securitization is backed by a diversified portfolio of senior secured and second lien loans. Through October 26, 2029, all principal collections received on the underlying collateral may be used by the CLO Issuer to purchase new collateral under the direction of GC Advisors LLC, the Company's investment adviser ("GC Advisors"), in its capacity as collateral manager of the CLO Issuer, in accordance with the Company's investment strategy and subject to customary conditions set forth in the documents governing the CLO Reset Securitization, allowing the Company to maintain the initial leverage in the CLO Reset Securitization. The Secured Notes are due in 2037. The Subordinated Notes are due in 2125.
Under the terms of the amended and restated loan sale agreement entered into upon the Closing Date (the "Amended and Restated Master Loan Sale Agreement") that provides for the sale of assets from time to time on and after the Closing Date (each such date, a "Purchase Date") from the Company to Golub Capital Private Credit Fund CLO Depositor, a statutory trust formed under the laws of the State of Delaware (the "Intermediate Seller") and from the Intermediate Seller to the CLO Issuer: (1) the Company may sell and/or contribute to the Intermediate Seller its ownership interest in certain portfolio company investments for the purchase price and other consideration set forth in the Amended and Restated Master Loan Sale Agreement and (2) Intermediate Seller, in turn, shall sell to the CLO Issuer all of its ownership interest in such portfolio loans for the purchase price and other consideration set forth in the Amended and Restated Master Loan Sale Agreement. Following these transfers, the CLO Issuer, and not the Intermediate Seller or the Company, will hold all of the ownership interest in such portfolio company investments. The Company made customary representations, warranties and covenants in the Amended and Restated Master Loan Sale Agreement.