Unassociated Document
File No.
812-13764
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________
AMENDMENT
NO. 1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 57(a)(4) AND 57(i) OF
THE INVESTMENT COMPANY ACT OF 1940, AND RULE 17d-1 UNDER THE ACT PERMITTING
CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTION 57(a)(4) OF THE
ACT
GOLUB
CAPITAL BDC, INC., GC ADVISORS LLC, GOLUB CAPITAL PARTNERS IV, L.P., GOLUB
CAPITAL PARTNERS V, L.P., GOLUB CAPITAL PARTNERS VI, L.P., GOLUB CAPITAL
PARTNERS INTERNATIONAL VI L.P., GOLUB CAPITAL INTERNATIONAL LTD., GC 2009
MEZZANINE PARTNERS, L.P., GOLUB CAPITAL COMPANY IV, LLC, GOLUB CAPITAL COMPANY
V, LLC, GOLUB CAPITAL COMPANY VI, LLC, GOLUB CAPITAL COINVESTMENT, L.P., GOLUB
CAPITAL PARTNERS COINVESTMENT LTD., GOLUB CAPITAL CP FUNDING LLC, GOLUB CAPITAL
PARTNERS HOLDINGS LTD., GEMS FUND, L.P., GOLUB CAPITAL PARTNERS COINVESTMENT
2008 LTD., GOLUB CAPITAL FINANCE, LLC, GC FINANCE OPERATIONS LLC, GOLUB CAPITAL
REVOLVER FUNDING LLC, GC PARTNERS INTERNATIONAL LTD., GOLUB CAPITAL PARTNERS
LTD., GOLUB CAPITAL MANAGEMENT CLO 2007-1 LTD., GOLUB CAPITAL LTD. 2005-1, GOLUB
CAPITAL LOAN TRUST 2005-1, GOLUB CAPITAL PARTNERS 2007-1 LTD., GOLUB CAPITAL
SENIOR LOAN OPPORTUNITY FUND LTD., GCM 2007 OPPORTUNITY FUND, L.P., GOLUB
CAPITAL PARTNERS FUNDING 2007-1 LTD., GCI CAPITAL MARKETS LLC, GOLUB
INTERNATIONAL LOAN LTD. I, GOLUB CAPITAL FUNDING CLO-8 LTD., LEG PARTNERS
DEBENTURE SBIC, L.P., LEG PARTNERS III SBIC, L.P., GOLUB CAPITAL PARTNERS 2007-2
LTD., GOLUB CAPITAL LTD. 2005-2, GOLUB CAPITAL FUNDING CLO-8-2, LTD., GOLUB
CAPITAL PARTNERS VII, L.P., GOLUB CAPITAL PARTNERS INTERNATIONAL VII, L.P.,
GOLUB GP III, LLC, GOLUB GP V, LLC, GOLUB GP VI, LLC, GOLUB GP VII, LLC, GOLUB
GP OFFSHORE VI, LTD., GC 2009 MEZZANINE GP LLC, GOLUB GCM 2007 GP, LLC, GOLUB GP
OFFSHORE VII, LTD., GEMS ASSOCIATES, LLC, GOLUB CAPITAL COINVESTMENT, LLC, GOLUB
DEBENTURE GP, LLC, GOLUB PS-GP, LLC, GOLUB CAPITAL INCORPORATED, GOLUB CAPITAL
INTERNATIONAL MANAGEMENT LLC, GOLUB CAPITAL MANAGEMENT LLC, GOLUB CAPITAL
PARTNERS MANAGEMENT LTD., GOLUB CAPITAL PARTNERS INTERNATIONAL LTD.
150 South
Wacker Drive, Suite 800
Chicago,
Illinois 60606
(312)
205-5050
___________________________
All
Communications, Notices and Orders to:
David B.
Golub
GC
Advisors LLC
150 South
Wacker Drive, Suite 800
Chicago,
Illinois 60606
(312)
205-5050
___________________________
Copies
to:
David J.
Harris
Michael
L. Sherman
Dechert
LLP
1775 I
Street, N.W.
Washington,
D.C.
(202)
261-3300
September
29, 2010
___________________________
UNITED
STATES OF AMERICA
Before
the
SECURITIES
AND EXCHANGE COMMISSION
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In
the Matter of:
GOLUB
CAPITAL BDC, INC., GC ADVISORS LLC, GOLUB CAPITAL PARTNERS IV, L.P., GOLUB
CAPITAL PARTNERS V, L.P., GOLUB CAPITAL PARTNERS VI, L.P., GOLUB CAPITAL
PARTNERS INTERNATIONAL VI L.P., GOLUB CAPITAL INTERNATIONAL LTD., GC 2009
MEZZANINE PARTNERS, L.P., GOLUB CAPITAL COMPANY IV, LLC, GOLUB CAPITAL
COMPANY V, LLC, GOLUB CAPITAL COMPANY VI, LLC, GOLUB CAPITAL COINVESTMENT,
L.P., GOLUB CAPITAL PARTNERS COINVESTMENT LTD., GOLUB CAPITAL CP FUNDING
LLC, GOLUB CAPITAL PARTNERS HOLDINGS LTD., GEMS FUND, L.P., GOLUB CAPITAL
PARTNERS COINVESTMENT 2008 LTD., GOLUB CAPITAL FINANCE, LLC, GC FINANCE
OPERATIONS LLC, GOLUB CAPITAL REVOLVER FUNDING LLC, GC PARTNERS
INTERNATIONAL LTD., GOLUB CAPITAL PARTNERS LTD., GOLUB CAPITAL MANAGEMENT
CLO 2007-1 LTD., GOLUB CAPITAL LTD. 2005-1, GOLUB CAPITAL LOAN TRUST
2005-1, GOLUB CAPITAL PARTNERS 2007-1 LTD., GOLUB CAPITAL SENIOR LOAN
OPPORTUNITY FUND LTD., GCM 2007 OPPORTUNITY FUND, L.P., GOLUB CAPITAL
PARTNERS FUNDING 2007-1 LTD., GCI CAPITAL MARKETS LLC, GOLUB INTERNATIONAL
LOAN LTD. I, GOLUB CAPITAL FUNDING CLO-8 LTD., LEG PARTNERS DEBENTURE
SBIC, L.P., LEG PARTNERS III SBIC, L.P., GOLUB CAPITAL PARTNERS 2007-2
LTD., GOLUB CAPITAL LTD. 2005-2, GOLUB CAPITAL FUNDING CLO-8-2, LTD.,
GOLUB CAPITAL PARTNERS VII, L.P., GOLUB CAPITAL PARTNERS INTERNATIONAL
VII, L.P., GOLUB GP III, LLC, GOLUB GP V, LLC, GOLUB GP VI, LLC, GOLUB GP
VII, LLC, GOLUB GP OFFSHORE VI, LTD., GC 2009 MEZZANINE GP, LLC, GOLUB GCM
2007 GP, LLC, GOLUB GP OFFSHORE VII, LTD., GEMS ASSOCIATES, LLC, GOLUB
CAPITAL COINVESTMENT, LLC, GOLUB DEBENTURE GP, LLC, GOLUB PS-GP, LLC,
GOLUB CAPITAL INCORPORATED, GOLUB CAPITAL INTERNATIONAL MANAGEMENT LLC,
GOLUB CAPITAL MANAGEMENT LLC, GOLUB CAPITAL PARTNERS MANAGEMENT LTD.,
GOLUB CAPITAL PARTNERS INTERNATIONAL LTD.
150
South Wacker Drive, Suite 800
Chicago,
Illinois 60606
(312)
205-5050
File
No. 812-13764
Investment
Company Act of 1940
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AMENDMENT
NO. 1 TO THE APPLICATION FOR AN ORDER PURSUANT TO SECTIONS 57(a)(4) AND
57(i) OF THE INVESTMENT COMPANY ACT OF 1940, AND RULE 17d-1 UNDER THE ACT
PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTION
57(a)(4) OF THE ACT
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INTRODUCTION
The
following entities hereby request an order (the “Order”) of
the U.S. Securities and Exchange Commission (the “ Commission
”) pursuant to Sections 57(a)(4) and 57(i) of the Investment Company Act of 1940
(the “Act”), and
Rule 17d-1 promulgated under the Act, authorizing certain joint transactions
that otherwise may be prohibited by Section 57(a)(4):1
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Golub
Capital BDC, Inc. (the “Company”);
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GC
Advisors LLC, the Company’s investment adviser (“GC
Advisors”);
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Certain
pooled investment vehicles set forth on Schedule A hereto that are advised
or sponsored by GC Advisors (or by an entity directly or indirectly
controlled by, or under common control with, GC Advisors within the
meaning of Section 2(a)(9) as set forth on Schedule A hereto (a “Controlled
Adviser”)) (the “Existing
Funds” and, together with the Future Funds and the Special Purpose
Vehicles as set forth on Schedule A hereto, and as each is defined herein,
the “Funds”);
and
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The
general partners or managing members of such Funds as set forth on
Schedule A hereto (the “Fund
GPs”) and any Controlled Advisers providing investment advisory
services to the Funds or to any separately managed account that may
co-invest alongside the Funds (together with the Company, GC Advisors, the
Funds and Fund GPs, the “Applicants”).
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The
relief requested in this application (the “Application”)
would allow the Applicants and any other investment fund that GC Advisors or a
Controlled Adviser may in the future sponsor or provide with
investment management services (collectively, the “Future
Funds”) to co-invest in the same investment opportunities (“portfolio
companies” and each such transaction, a “Co-Investment
Transaction”), where such co-investments might otherwise be prohibited by
Section 57(a)(4) of the Act, through a proposed co-investment program (the
“Co-Investment
Program”).
All Funds
that may rely on the Order will comply with its terms and
conditions. All existing entities that currently intend to rely on
the requested Order have been named as Applicants. Any other existing
or future entity that relies on the order in the future will comply with the
terms and conditions of this Application.
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Unless
otherwise indicated, all section and rule references herein are to
sections of, and rules under, the
Act.
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I.
APPLICANTS
A. Golub
Capital BDC
The
Company is an externally managed, closed-end, non-diversified management
investment company that has elected to be regulated as a business development
company (“BDC”)
under the Act.2 The Company,
which was organized in Delaware on November 9, 2009, as a limited liability
company and converted into a Delaware corporation on April 13, 2010, completed
its initial public offering on April 14, 2010. The Company has made
an election to be treated as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986 (the “Code”),
and intends to continue to make such election in the future. The
Company’s principal place of business is 150 South Wacker Drive, Suite 800,
Chicago, Illinois 60606.
The
Company seeks to maximize the total return to its stockholders through both
current income and capital appreciation through debt and minority equity
investments. The Company intends to achieve its investment objective
by (1) accessing the established loan origination channels developed by Golub
Capital Incorporated and Golub Capital Management LLC (collectively “Golub
Capital”), (2) selecting investments within its core middle-market
company focus, (3) partnering with experienced private equity firms, or
sponsors, (4) implementing the disciplined underwriting standards of Golub
Capital and (5) drawing upon the aggregate experience and resources of Golub
Capital, a leading lender to middle-market companies. The Company
expects that its income will be generated primarily from the difference between
the interest income generated by its investments and the cost of its
capital. The Company believes that its proposed investment strategy
will allow the Company to generate cash available for distribution to its
stockholders and to provide competitive total returns to its
stockholders.
The
Company’s business and affairs are managed under the direction of its board of
directors (the “Board”). The
Board consists of five members, three of whom are not “interested persons” of
the Company as defined in Section 2(a)(19) of the Act.3 The Board has
delegated daily management and investment authority to GC Advisors pursuant to
an investment advisory and management agreement (the “Investment
Advisory Agreement”) dated April 14, 2010. An affiliate of GC
Advisors, GC Service Company, LLC, provides the administrative services
necessary for the Company to operate.
B. GC
Advisors
GC
Advisors, a Delaware limited liability company that is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended, serves
as the investment adviser to the Company pursuant to the Investment Advisory
Agreement.4 Subject to the
overall supervision of the Board, GC Advisors will manage the day-to-day
operations of, and provide investment advisory and management services to, the
Company. Under the terms of the Investment Advisory Agreement, GC
Advisors will: (i) determine the composition of the Company’s portfolio, the
nature and timing of the changes to the Company’s portfolio and the manner of
implementing such changes; (ii) identify, evaluate and negotiate the structure
of the investments the Company makes (including performing due diligence on the
Company’s prospective portfolio companies); (iii) close and monitor the
investments the Company makes; and (iv) determine the securities and other
assets that the Company will purchase, retain or sell.
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Section
2(a)(48) defines a BDC to be any closed-end investment company that
operates for the purpose of making investments in securities described in
section 55(a)(1) through 55(a)(3) of the Act and makes available
significant managerial assistance with respect to the issuers of such
securities. The Company filed its election to be a BDC on April 12,
2010.
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Currently,
Lawrence E. Golub serves as a Director and Chairman of the Board and David
B. Golub serves as a Director and Chief Executive Officer of the
Company. Messrs. Lawrence E. Golub and David B. Golub and
certain trusts for the benefit of their families also have direct or
indirect beneficial ownership and financial interests in certain of the
Funds, GC Advisors and other Applicants. It is not expected
that Messrs. Lawrence E. Golub and David B. Golub will have a direct or
indirect financial interest in any Co-Investment Transaction, other than
through any interest they have in securities of the Company or any
interest in another Applicant.
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The
Company’s senior management and members of GC Advisors’ investment
committee have ownership and financial interests in GC Advisors, the
Company and other Applicants, and Messrs. Lawrence
E. Golub and David B. Golub are control persons of GC
Advisors.
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C. Existing
Funds, Special Purpose Vehicles and Fund GPs
The
Existing Funds consist of Golub Capital Partners IV, L.P., Golub Capital
Partners V, L.P., Golub Capital Partners VI, L.P., Golub Capital Partners
International VI, L.P., Golub Capital International Ltd. and GC 2009 Mezzanine
Partners, L.P., GEMS Fund L.P., GCM 2007 Opportunity Fund L.P., Golub Capital
Partners VII, L.P., Golub Capital Partners International VII, L.P.
Golub Capital Partners IV,
L.P. Golub Capital Company IV, L.P. (“Golub Capital
IV”) is a Delaware limited partnership. Golub Capital IV was
formerly known as LEG Partners III, L.P. Golub GP III, LLC is general
partner of Golub Capital IV. Entities controlled by Messrs. Lawrence
E. Golub and David B. Golub control the business operations of the general
partner. The general partner will have ultimate responsibility for
Golub Capital IV’s management, operations and administration. Golub
Capital IV holds investments directly and indirectly through Special Purpose
Vehicles.
The
investment strategy of Golub Capital IV is to generate strong risk-adjusted net
returns by assembling a diversified portfolio of investments across a range of
industries and financial sponsors.
Golub Capital Partners V,
L.P. Golub Capital Company V, L.P. (“Golub Capital
V”) is a Delaware limited partnership. Golub GP V, LLC is the
general partner of Golub Capital V. Entities controlled by Messrs.
Lawrence E. Golub and David B. Golub control the business of the general
partner. The general partner will have ultimate responsibility for
Golub Capital V’s management, operations and administration. Golub
Capital V holds investments directly and indirectly through Special Purpose
Vehicles.
The
investment strategy of Golub Capital V is to generate strong risk-adjusted net
returns by assembling a diversified portfolio of investments across a range of
industries and financial sponsors.
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In
addition to the Company and Funds, clients may include separately managed
accounts which may co-invest with the Company and the
Funds.
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In
certain circumstances, a Fund may form a special purpose vehicle to invest
side by side with such Fund or as a special purpose subsidiary of one or
more Funds to hold one or more investments (each a “Special
Purpose Vehicle”). Special Purpose Vehicles serve as
intermediate investment vehicles through which the Funds hold certain
investments. Special Purpose Vehicles, which are or will be
wholly owned by one or more Applicants, aggregate underlying investments
in order to achieve efficiencies for the Funds. Special Purpose
Vehicles are generally formed because they are necessary or desirable from
a tax, legal, accounting or regulatory perspective (for example, to
address tax issues that a non-U.S. investor has in a Fund that are not
shared by other domestic investors in a Fund), or to facilitate
participation in certain types of investments (for example, blocker
corporations are often also used to address tax issues that result from
investing in a pass through entity like a partnership or a limited
liability company).
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The use
of a Special Purpose Vehicle by the Company or a Fund will not alter the
allocation of an investment opportunity among the Company or Fund(s) utilizing a
Special Purpose Vehicle. Relief for Special Purpose Vehicles is being requested
because the Special Purpose Vehicles are managed and/or controlled by GC
Advisors or a Controlled Adviser and may invest side by side with the
Funds. Special Purpose Vehicles are persons described in Section
57(b)(2) of the Act.
Golub Capital Partners VI,
L.P. Golub Capital Company VI, L.P. (“Golub Capital
VI”) is a Delaware limited partnership. Golub GP VI, LLC is
the general partner of Golub Capital VI. Entities controlled by
Messrs. Lawrence E. Golub and David B. Golub control the business of the general
partner. The general partner will have ultimate responsibility for
Golub Capital VI’s management, operations and administration. Golub
Capital VI holds investments directly and indirectly through Special Purpose
Vehicles.
The
investment strategy of Golub Capital VI is to generate strong risk-adjusted net
returns by assembling a diversified portfolio of investments across a range of
industries and financial sponsors.
Golub Capital Partners
International VI, L.P. Golub Capital Partners International
VI, L.P. (“Golub Capital
International VI”) is an exempted limited partnership in the Cayman
Islands. Golub GP Offshore VI, Ltd., an exempted company incorporated
and existing under the laws of the Cayman Islands, is the general partner of
Golub Capital International VI. Entities controlled by Messrs.
Lawrence E. Golub and David B. Golub control the business of the general
partner. The general partner will have ultimate responsibility for
Golub Capital International VI’s management, operations and
administration. Golub Capital International VI holds investments
directly and indirectly through Special Purpose Vehicles.
The
investment strategy of Golub Capital International VI is to generate strong
risk-adjusted net returns by assembling a diversified portfolio of investments
across a range of industries and financial sponsors.
Golub Capital International
Ltd. Golub Capital International Ltd. (“Golub Capital
International”) is an exempted company incorporated and existing under
the laws of the Cayman Islands. Golub Capital Partners Management,
Ltd., an exempted company incorporated with limited liability under the laws of
the Cayman Islands, is the investment adviser of Golub Capital
International. Entities controlled by Messrs. Lawrence E. Golub and
David B. Golub control the business of the investment adviser. Golub
Capital Partners Management, Ltd. will have ultimate responsibility for Golub
Capital International’s management, operations and
administration. Golub Capital International holds investments
directly and indirectly through Special Purpose Vehicles.
The
investment strategy of Golub Capital International is to generate strong
risk-adjusted net returns by assembling a diversified portfolio of investments
across a range of industries and financial sponsors.
GC 2009 Mezzanine Partners,
L.P. GC 2009 Mezzanine Partners, L.P. (“Mezzanine
Fund”) is a Delaware limited partnership. GC 2009 Mezzanine
GP, LLC, a Delaware limited liability company, is the general partner of
Mezzanine Fund. Entities controlled by Messrs. Lawrence E. Golub and
David B. Golub control the business operations of the general
partner. The general partner will have ultimate responsibility for
the Mezzanine Fund’s management, operations and
administration. Mezzanine Fund holds investments directly and
indirectly through Special Purpose Vehicles.
The
investment strategy of Mezzanine Fund is to generate strong risk-adjusted net
returns by assembling a diversified portfolio of mezzanine investments across a
range of industries and financial sponsors.
GEMS Fund
L.P. GEMS Fund L.P. (“GEMS
Fund”) is a Delaware limited partnership. GEMS Associates,
LLC, a Delaware limited liability company, is the general partner of GEMS
Fund. Entities controlled by Messrs. Lawrence E. Golub and David B.
Golub control the business operations of the general partner. The
general partner will have ultimate responsibility for the GEMS Fund’s
management, operations and administration. GEMS Fund holds
investments directly and indirectly through Special Purpose
Vehicles.
The
investment strategy of GEMS Fund is to generate strong risk-adjusted net returns
by assembling a portfolio of proprietary secondary investments and other
investment opportunities that generally fall outside the structure or mandate of
Golub Capital’s traditional direct lending funds.
GCM 2007 Opportunity Fund,
L.P. GCM 2007 Opportunity Fund L.P. (“Opportunity Fund”) is a Delaware
limited partnership. Golub GCM 2007 GP, LLC is the general partner of
Opportunity Fund. Entities controlled by Messrs. Lawrence E. Golub
and David B. Golub control the business of the general partner. The
general partner will have ultimate responsibility for Opportunity Fund’s
management, operations and administration. Opportunity
Fund holds investments directly and indirectly through Special
Purpose Vehicles.
The
investment strategy of Opportunity Fund is to generate strong risk-adjusted net
returns by assembling a diversified portfolio of broadly syndicated senior
secured loan investments across a range of industries.
Golub Capital Partners VII,
L.P. Golub Capital Partners VII, L.P. (“Golub Capital
VII”) is a Delaware limited partnership. Golub GP VII, LLC is
the general partner of Golub Capital VII. Entities controlled by
Messrs. Lawrence E. Golub and David B. Golub control the business of the general
partner. The general partner will have ultimate responsibility for
Golub Capital VII’s management, operations and administration. Golub
Capital VII holds investments directly and indirectly through Special Purpose
Vehicles.
The
investment strategy of Golub Capital VII is to generate strong risk-adjusted net
returns by assembling a diversified portfolio of investments across a range of
industries and financial sponsors.
Golub Capital Partners
International VII, L.P. Golub Capital Partners International
VII, L.P. (“Golub Capital
International VII”) is an exempted limited partnership in the Cayman
Islands. Golub GP Offshore VII, Ltd., an exempted company
incorporated and existing under the laws of the Cayman Islands, is the general
partner of Golub Capital International VII. Entities controlled by
Messrs. Lawrence E. Golub and David B. Golub control the business of the general
partner. The general partner will have ultimate responsibility for
Golub Capital International VII’s management, operations and
administration. Golub Capital International VII holds investments
directly and indirectly through Special Purpose Vehicles.
The
investment strategy of Golub Capital International VII is to generate strong
risk-adjusted net returns by assembling a diversified portfolio of investments
across a range of industries and financial sponsors.
Special Purpose
Vehicles. Each currently existing Special Purpose Vehicle (and
its Fund GP with respect to Special Purpose Vehicles that are organized as
limited partnerships or limited liability companies) is listed on Schedule
A.
The Funds
and the Company may be under common control. Any of the Funds, Fund
GPs or Controlling Adviser would be deemed to be a person identified in Section
57(b) of the Act if it is an affiliated person of GC Advisors within the meaning
of Section 2(a)(3)(C), thus requiring exemptive relief for certain
co-investments with the Company.
II. RELIEF FOR PROPOSED
CO-INVESTMENT TRANSACTIONS
A. Co-Investment
in Portfolio Companies by the Company and the Funds
1. Mechanics
of the Co-Investment Program
In
selecting investments for the Company, GC Advisors will consider only the
investment objective, investment policies, investment position, capital
available for investment, and other pertinent factors applicable to the
Company. Likewise, when selecting investments for the Funds, GC
Advisors or a Controlled Adviser will select investments separately for each
Fund, considering, in each case, only the investment objective, investment
policies, investment position, capital available for investment, and other
pertinent factors applicable to that particular Fund. GC Advisors
anticipates that in many cases a portfolio company that is an appropriate
investment for the Company will also be an appropriate investment for one or
more Funds, with certain exceptions based on available capital or
diversification.
Under the Co-Investment Program, each
co-investment would be allocated between the Company, on the one hand, and the
participating Funds (including, for the limited purpose of describing potential
transaction participants, separately managed accounts for institutional clients
of GC Advisors or a Controlled Adviser), on the other hand. With
respect to the Company’s participation in a Co-Investment Transaction, each
transaction and the proposed allocation of the relevant investment opportunity
would be approved prior to the actual investment by the directors eligible to
vote under section 57(o) (the “Eligible
Directors”).7 It is not expected that any
Eligible Director will have a direct or indirect financial interest in any
Co-Investment Transaction, other than through any interest such Eligible
Director may have in securities of the Company. All subsequent activity (i.e., exits or follow-on investments) in a
Co-Investment Transaction will be made pursuant to the terms and conditions
contained in this Application. The Co-Investment Program requires
that the terms, conditions, price, class of securities, settlement date, and
registration rights applicable to the Company’s purchase be the same as those
applicable to the purchase by the Funds.
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The
term “Eligible
Directors,” when used with respect to the approval of a proposed
transaction, plan, or arrangement, means both a majority of a BDC’s
directors who have no financial interest in such transaction, plan, or
arrangement and a majority of such directors or general partners who are
not interested persons of such company.
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Prior to
entering into a Co-Investment Transaction, GC Advisors and any Controlled
Adviser will determine separately the amount of the proposed investment to be
made in the Co-Investment Transaction by the Company and any participating
Funds. If sufficient securities or loan amounts are available to
satisfy the Company’s and each Fund’s proposed investment, the investment
opportunity will be allocated among the Company and the Funds in accordance with
GC Advisors’ and/or each Controlled Adviser’s pre-transaction
determination. If the amount of the investment opportunity is less
than the aggregate amount proposed to be invested by the Company and the
participating Funds, the amount of the investment opportunity will be allocated
among them pro rata based on the amount that each such party would have invested
if sufficient securities or loan amounts were available. The
Applicants believe that this will result in allocations that are fair and
equitable over time while better reflecting the nature of the Company and the
Funds, in that (i) each has a particular investment objective which leads it to
seek differing proportions of certain asset classes that may differ from that
sought by another Applicant; and (ii) certain of the Funds may have limited
investment periods or restrictions on portfolio turnover, reducing the amount
that can be committed to a particular investment – even if the Fund is
relatively large.
2. Reasons
for the Co-Investment Program
The
Applicants believe the Co-Investment Program will increase favorable investment
opportunities for the Company. However, the Co-Investment Program
will be implemented only if it is approved by the Eligible Directors on the
basis that it would be advantageous for the Company to have the additional
capital from the Funds available to meet the funding requirements of portfolio
companies. A BDC that makes investments of the type contemplated by
the Company typically limits its participation in any one transaction to a
specific dollar amount, which may be determined by legal or prudential limits on
exposure to a single investment. In addition, the Code imposes
diversification requirements on companies, such as the Company, which seek
certain favorable tax treatment under Subchapter M of the Code.8
In view
of the foregoing, in cases where GC Advisors identifies an investment
opportunity that requires a capital commitment that exceeds the Company’s legal
or prudential limits, it must seek the participation of other entities with
similar investment styles. The availability of the Funds as investing
partners of the Company may thus alleviate that necessity in certain
circumstances and allow the Company to participate in attractive opportunities
at levels that are appropriate for the Company.
The
Company could lose some investment opportunities if it could not provide all of
the financing needed by a potential portfolio company. Portfolio
companies may reject an offer of funding arranged by GC Advisors due to the
Company’s inability to commit the full amount of financing required by the
portfolio company in a timely manner (i.e., without the delay that
typically would be associated with obtaining single-transaction authorization
from the Commission). By reducing the number of occasions on which
the Company’s individual or aggregate investment limits require GC Advisors to
arrange a syndication with unaffiliated entities, the Company will likely be
required to forego fewer suitable investment opportunities. With the
assets of the Funds available for co-investment, there should be an increase in
the number of opportunities accessible to the Company.
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See I.R.C.
§ 851(b)(4).
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Additionally,
from time to time, a portfolio company may seek to repay an existing obligation
or restructure its capitalization by entering into a new financing transaction
(a “Refinancing
Transaction”). Portfolio companies frequently engage in
Refinancing Transactions to lower their cost of capital or to obtain additional
capital and decisions to engage in a Refinancing Transaction are made by the
portfolio company and not its existing lenders. Often, a portfolio
company will prefer to engage in a Refinancing Transaction with an incumbent
creditor or investor. Such Refinancing Transactions may present
attractive co-investment opportunities for the Company and
Funds. When a Fund but not the Company is an investor in a portfolio
company that engages in a Refinancing Transaction,9 any investment
opportunity in the Refinancing Transaction will be treated as an initial
Co-Investment Transaction.10 If the
Company is unable to participate in Refinancing Transactions, the number and
quality of investment opportunities available to the Company will be
diminished.
GC
Advisors and the Board believe that it will be advantageous for the Company to
co-invest with the Funds, and that such investments would be consistent with the
investment objective, investment policies, investment positions, investment
strategies, investment restrictions, regulatory requirements, and other
pertinent factors applicable to the Company.
GC
Advisors and the Board also believe that co-investment by the Company and the
Funds will afford the Company the ability to achieve greater diversification
and, together with the Funds, the opportunity to exercise greater influence on
the portfolio companies in which the Company and the participating Funds
co-invest. Additionally, GC Advisors and the Board believe that the
allocation methodology described herein provides for the equitable allocation of
co-investments and takes into account the current capacity of the Company and
participating Funds to make the type of investment presented by the
co-investment opportunity.
B. Applicable
Law
1. Sections
57(a)(4) and 57(i) of the 1940 Act, and Rule 17d-1 thereunder
Section
57(a)(4) makes it unlawful for any person who is related to a BDC in a manner
described in Section 57(b), acting as principal, knowingly to effect any
transaction in which the BDC is a joint or a joint and several participant with
that person in contravention of rules and regulations as the Commission may
prescribe for the purpose of limiting or preventing participation by the BDC on
a basis less advantageous than that of the other
participant. Although the Commission has not adopted any rules
expressly under Section 57(a)(4), Section 57(i) provides that the rules under
Section 17(d) applicable to registered closed-end investment companies (e.g. , Rule 17d-1) are, in
the interim, deemed to apply to transactions subject to Section
57(a). Rule 17d-1, as made applicable to BDCs by Section 57(i),
prohibits any person who is related to a BDC in a manner described in Section
57(b), as modified by Rule 57b-1, acting as principal, from participating in, or
effecting any transaction in connection with, any joint enterprise or other
joint arrangement or profit-sharing plan in which the BDC is a participant,
unless an application regarding the joint enterprise, arrangement, or
profit-sharing plan has been filed with the Commission and has been granted by
an order entered prior to the submission of the plan or any modification thereof
to security holders for approval, or prior to its adoption or modification if
not so submitted.
In
passing upon applications under Rule 17d-1, the Commission will consider whether
the participation by the BDC in such joint transaction is consistent with the
provisions, policies, and purposes of the Act and the extent to which such
participation is on a basis different from or less advantageous than that of
other participants.
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9
|
In
many cases, the Company will not be an incumbent because it did not exist
at the time of the initial
financing.
|
|
10
|
When
a Fund and the Company are investors in a portfolio company that engages
in a Refinancing Transaction, any investment opportunity in the
Refinancing Transaction will be treated as a follow-on
investment.
|
2. Section
57(b) of the 1940 Act and Rule 57b-1 thereunder
Section
57(b), as modified by Rule 57b-1, specifies the persons to whom the prohibitions
of Section 57(a)(4) apply. These persons include the
following: (1) any director, officer, employee, or member of an
advisory board of a BDC or any person (other than the BDC itself) who is, within
the meaning of Section 2(a)(3)(C), an affiliated person of any such person; or
(2) any investment adviser or promoter of, general partner in, principal
underwriter for, or person directly or indirectly either controlling, controlled
by, or under common control with a BDC (except the BDC itself and any person
who, if it were not directly or indirectly controlled by the BDC, would not be
directly or indirectly under the control of a person who controls the BDC), or
any person who is, within the meaning of Section 2(a)(3)(C) or (D), an
affiliated person of such person.
Rule
57b-1 under the 1940 Act exempts certain persons otherwise related to a BDC in a
manner described in Section 57(b)(2) of the 1940 Act from being subject to the
prohibitions of Section 57(a). Specifically, this rule states that
the provisions of Section 57(a) shall not apply to any person: (a)
solely because that person is directly or indirectly controlled by a BDC; or (b)
solely because that person is directly or indirectly controlling, controlled by,
or under common control with, a person described in (a) of the rule or is an
officer, director, partner, copartner, or employee of a person described in (a)
of the rule.
Section
2(a)(9) defines “control” as the power to exercise a controlling influence over
the management or policies of a company, unless such power is solely the result
of an official position with such company. The statute also sets
forth the interpretation that any person who owns beneficially, either directly
or through one or more controlled companies, more than 25 percent of the voting
securities of a company shall be presumed to control such company; any person
who does not so own more than 25 percent of the voting securities of a company
shall be presumed not to control such company; and a natural person shall be
presumed not to be a controlled person.
Sections
2(a)(3)(C) and (D) define an “affiliated person” of another person
as: (C) any person directly or indirectly controlling, controlled by,
or under common control with, such other person; and (D) any officer, director,
partner, copartner, or employee of such other person.
C. Need
for Relief
Certain
transactions effected as part of the Co-Investment Program may be prohibited by
Section 57(a)(4) and Rule 17d-1 without a prior exemptive order of the
Commission to the extent that the Funds fall within the category of persons
described by Section 57(b), as modified by Rule 57b-1
thereunder. Because GC Advisors or a Controlled Adviser is the
investment adviser to each of the Funds, the Company and the Funds may be deemed
to be affiliated persons within the meaning of Section 2(a)(3) if the Funds are
deemed to be controlled by or under common control with GC
Advisors. Thus, a Fund could be deemed to be a person related to the
Company in a manner described by Section 57(b) and therefore subject to the
restrictions of Section 57(a)(4) and Rule 17d-1 in connection with its
participation in the Co-Investment Program.
D. Requested
Relief
Accordingly,
the Applicants respectfully request an Order of the Commission, pursuant to
Sections 57(a)(4) and 57(i) and Rule 17d-1, permitting the Funds to participate
with the Company in the Co-Investment Program.
E. Precedents
The
Commission has granted co-investment relief on numerous occasions in recent
years.11 Although
the various precedents may involve somewhat different allocation formulae,
approval procedures, and presumptions for co-investment transactions to protect
the interests of public investors in the BDC than the ones described in this
Application, Applicants submit that the formulae and procedures set forth as
conditions for the relief requested herein are consistent with the range of
investor protection found in the cited orders. We note, in
particular, that the co-investment protocol to be followed by the Applicants
here is substantially similar to the protocol followed by Ridgewood Capital
Management, LLC and its affiliates, for which an order was granted on October
21, 2009 and Gladstone Capital Corporation and its affiliates, for which an
order was granted on November 22, 2005.12
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11
|
Ridgewood Capital
Energy Growth Fund, LLC, et al. (File No. 812-13569), Release No.
IC-28982 (October 21, 2009) (order), Release No. IC-28931 (September 25,
2009) (notice); Main Street Capital
Corporation, et al. (File No. 812-13438), Release No. IC-28295
(June 3, 2008) (order), Release No. IC-28265 (May 8, 2008) (notice); Gladstone Capital
Corporation, et al. (File No. 812-12934), Release No. IC-27150
(November 22, 2005) (order), Release No. IC-27120 (October 25, 2005)
(notice); meVC
Draper Fisher Jurvetson Fund I, Inc., et al. (File No. 812-11998),
Release No. IC-24556 (July 11, 2000) (order), Release No. IC-24496 (June
13, 2000) (notice); Berthel Growth &
Income Trust I, et al. (File No. 812-10830), Release No. IC-23864
(June 8, 1999) (order), Release No. IC-23825 (May 12, 1999) (notice);
Technology
Funding Venture Capital Fund VI, LLC, et al. (File No. 812-11006),
Release No. IC-23610 (December 18, 1998) (order), Release No. IC-23573
(November 25, 1998) (notice); MACC Private Equities
Inc., et al. (File No. 812-11148), Release No. IC-23518 (November
3, 1998) (order), Release No. IC-23478 (Oct. 6, 1998) (notice); Brantley Capital
Corporation, et al. (File No. 812-10544), Release No. IC-22893
(November 18, 1997) (order), Release No. IC-22864 (October 21, 1997)
(notice); Renaissance Capital
Growth & Income Fund III, Inc. (File No. 812-10354), Release
No. IC-22428 (December 31, 1996) (order), Release No. IC-22378 (Dec. 6,
1996) (notice); Sherry Lane Growth
Fund, Inc. (File No. 812-10082), Release No. IC-22130 (August 9,
1996) (order), Release No. IC-22060 (July 10, 1996) (notice); Access Capital
Strategies Community Investment Fund, Inc. (File No. 812-9786),
Release No. IC-21898 (April 16, 1996) (order), Release No. IC-21836 (March
20,1996) (notice); Ridgewood Electric
Power Trust III (File No. 812-9558), Release No. IC-21589 (December
11. 1995) (order), Release No. IC-21472 (Nov. 3, 1995) (notice); MAAC Private Equities
Inc. (File No. 812-9028), Release No. IC-20887 (February 7, 1995)
(order), Release No. IC-20831 (Jan. 12,1995) (notice); Corporate Renaissance
Group, Inc. (File No. 812-8978), Release No. IC-20690 (November 8,
1994) (order), Release No. IC-20617 (Oct. 13, 1994) (notice); ML Venture Partners
II, L.P. (File No. 812-7841), Release No. IC-18700 (May 11, 1992)
(order), Release No. IC-18652 (April 13, 1992) (notice); Equus Capital
Partners, L.P. (File No. 812-7272), Release No. IC-18105 (April 18,
1991) (order), Release No. IC-18058 (March 21, 1991) (notice); Equitable Capital,
Partners, L.P. (File No. 812-7328), Release No. IC-17925 (December
31, 1990) (order), Release No. IC-17894 (December 5, 1990) (notice); Technology Funding
Partners III, L.P. (File No. 812-7355), Release No. IC-17571 (July
5, 1990) (order), Release No. IC-17523 (June 6, 1990) (notice); Berkshire, Partners
III, L.P. , (File No. 812-7335), Release No. IC-17533 (June 14,
1990) (order), Release No. IC-17496 (May 17, 1990) (notice); ML-Lee Acquisition
Fund II, L.P. , (File No. 812-7133), Release No. IC-17123
(September 1, 1989) (order), Release No. IC-17101 (August 7, 1989)
(notice); The
Prospect Group Opportunity Fund, Inc. , (File No. 812-7024),
Release No. IC-16841 (February 27, 1989) (order), Release No. IC-16774
(January 24, 1989) (notice).
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F. Applicants’
Legal Arguments
Rule
17d-1 was promulgated by the Commission pursuant to Section 17(d) and made
applicable to BDCs by Section 57(i). Paragraph (a) of Rule 17d-1
permits an otherwise prohibited person, acting as principal, to participate in,
or effect a transaction in connection with, a joint enterprise or other joint
arrangement or profit-sharing plan in which a BDC is a participant if an
application regarding the joint enterprise, arrangement, or profit-sharing plan
has been filed with the Commission and has been granted by an order issued prior
to the submission of such plan or any modification thereof to security holders
for approval, or prior to its adoption or modification if not so
submitted. Paragraph (b) of Rule 17d-1 states that in passing upon
applications under that rule, the Commission will consider whether the
participation by the investment company in such joint enterprise, joint
arrangement, or profit-sharing plan on the basis proposed is consistent with the
provisions, policies, and purposes of the Act and the extent to which such
participation is on a basis different from or less advantageous than that of
other participants.
Applicants
submit that the fact that the Eligible Directors will approve each Co-Investment
Transaction before investment, and other protective conditions set forth in this
Application will ensure that the Company is treated fairly.
The
conditions to which the requested relief will be subject are designed to ensure
that GC Advisors or the principals of GC Advisors would not be able to favor the
Funds over the Company through the allocation of investment opportunities among
them. Because almost every attractive investment opportunity for the
Company will also be an attractive investment opportunity for one or more Funds,
Applicants submit that the Co-Investment Program presents an attractive
alternative to the institution of some form of equitable allocation protocol for
the allocation of 100% of individual investment opportunities to either the
Company or the Funds as opportunities arise.
Applicants
submit that the Company’s participation in the Co-Investment Transactions will
be consistent with the provisions, policies, and purposes of the Act and on a
basis that is not different from or less advantageous than that of other
participants.
G. Conditions
Applicants
agree that any Order granting the requested relief will be subject to the
following conditions:
1. Each
time GC Advisors considers an investment for the Funds and/or the Company, GC
Advisors will make an independent determination of the appropriateness of the
investment for the Company in light of the Company’s then-current
circumstances.
2. (a)
If GC Advisors deems the Company’s participation in any such investment
opportunity to be appropriate for the Company, it will then determine an
appropriate level of investment for the Company.
(b) If
the aggregate amount recommended by GC Advisors to be invested by the Company in
such Co-Investment Transaction, together with the amount proposed to be invested
by the Funds in the same Co-Investment Transaction, exceeds the amount of the
investment opportunity, the amount of the investment opportunity will be
allocated among them pro rata based on the amount that each such party would
have invested if the amount of the investment opportunity was sufficient to
satisfy each party’s proposed investment. GC Advisors will provide
the Eligible Directors with information concerning the amount proposed to be
invested by each participating Fund to assist the Eligible Directors with their
review of the Company’s investments for compliance with these allocation
procedures.
(c) After
making the determinations required in conditions 1 and 2(a), GC Advisors will
distribute written information concerning the Co-Investment Transaction,
including the amount proposed to be invested by each participating Fund, to the
Eligible Directors for their consideration. The Company will
co-invest with a Fund only if, prior to the Company’s and the participating
Fund’s participation in the Co-Investment Transaction, the Eligible Directors
conclude that:
(i) the
terms of the transaction, including the consideration to be paid, are reasonable
and fair and do not involve overreaching of the Company or its stockholders on
the part of any person concerned;
(ii) the
transaction is consistent with
(A) the
interests of the stockholders of the Company; and
(B) the
Company’s investment objectives and strategies (as described in the Company’s
registration statement on Form N-2 and other filings made with the Commission by
the Company under the 1933 Act, any reports filed by the Company with the
Commission under the Securities Exchange Act of 1934, as amended, and the
Company’s reports to stockholders);
(iii) the
investment by the participating Funds would not disadvantage the Company, and
participation by the Company is not on a basis different from or less
advantageous than that of any participating Fund; provided, that if any
participating Fund, but not the Company, gains the right to nominate a director
for election to a portfolio company’s board of directors or the right to have a
board observer or any similar right to participate in the governance or
management of the portfolio company, such event shall not be interpreted to
prohibit the Eligible Directors from reaching the conclusions required by this
condition (2)(c)(iii), if
(A) the
Eligible Directors shall have the right to ratify the selection of such director
or board observer, if any,
(B) GC
Advisors agrees to, and does, provide periodic reports to the Company’s Board
with respect to the actions of such director or the information received by such
board observer or obtained through the exercise of any similar right to
participate in the governance or management of the portfolio company,
and
(C) if
a participating Fund or an affiliate of a participating Fund will receive fees
or other compensation in connection with the participating Fund’s right to
nominate a director or board observer or otherwise to participate in the
governance or management of a portfolio company, such fees or other compensation
will be shared pro rata
among the Company and all participating Funds; and
(iv) the
proposed investment by the Company will not benefit any affiliated person of the
Company, other than the participating Funds, except
(A) to
the extent permitted by condition 13;
(B) to
the extent permitted by sections 57(k); or
(C)
indirectly, as a result of an interest in securities issued by a participating
Fund or the Company.
3. The
Company has the right to decline to participate in any Co-Investment Transaction
or to invest less than the amount proposed.
4. GC
Advisors will present to the Board, on a quarterly basis, a record of all
investments made by the Funds during the preceding quarter that fell within the
Company’s then-current investment objectives that were not made available to the
Company, and an explanation of why the investment opportunities were not offered
to the Company. All information presented to the Board pursuant to
this condition will be kept for the life of the Company and at least two years
thereafter, and will be subject to examination by the Commission and its
staff.
5. Except
for Refinancing Transactions treated as initial Co-Investment Transactions and
made pursuant to conditions 1 and 2 above and follow-on investments made
pursuant to condition 8 below, the Company will not invest in any portfolio
company in which GC Advisors, any Fund or any person controlling, controlled by,
or under common control with GC Advisors or a Fund but not the Company has an
existing investment.
6. The
Company will not participate in any Co-Investment Transaction unless the terms,
conditions, price, class of securities to be purchased, settlement date and
registration rights will be the same for the Company as for the participating
Funds. The grant to a Fund, but not the Company, of the right to
nominate a director for election to a portfolio company’s board of directors,
the right to have an observer on the board of directors or similar rights to
participate in the governance or management of the portfolio company will not be
interpreted so as to violate this condition 6, if conditions 2(c)(iii)(A) and
(B) are met.
7. If
any of the Funds elects to sell, exchange, or otherwise dispose of an interest
in a security that was acquired by the Company and such Fund in a Co-Investment
Transaction, GC Advisors will:
(a) notify
the Company of the proposed disposition at the earliest practical time;
and
(b) formulate
a recommendation as to participation by the Company in any such disposition and
provide a written recommendation to the Eligible Directors. The
Company will have the right to participate in such disposition on a
proportionate basis, at the same price and on the same terms and conditions as
those applicable to the Funds. The Company will participate in such
disposition to the extent that the Eligible Directors determine that it is in
the Company’s best interests to do so. The Company and each of the
Funds will bear its own expenses in connection with any such
disposition.
8. If
any Fund desires to make a “follow-on investment” (i.e., an additional
investment in the same entity) in a portfolio company whose securities were
acquired by the Company and such Fund in a Co-Investment Transaction or to
exercise warrants or other rights to purchase securities of the issuer, GC
Advisors will:
(a) notify
the Company of the proposed transaction at the earliest practical time;
and
(b) formulate
a recommendation as to the proposed participation, including the amount of the
proposed follow-on investment, by the Company and provide a written
recommendation to the Eligible Directors.
The
Eligible Directors will make their own determination with respect to follow-on
investments. To the extent that:
(i) the
amount of a follow-on investment is not based on the Company’s and the Fund’s
initial investments; and
(ii) the
aggregate amount recommended by GC Advisors to be invested by the Company in
such follow-on investment, together with the amount proposed to be invested by
the Funds in the same follow-on investment, exceeds the amount of the investment
opportunity, the amount of the investment opportunity will be allocated among
them pro rata based on
the amount that each party would have invested if the amount of the investment
opportunity was sufficient to satisfy each party’s proposed
investment. The Company will participate in such investment to the
extent that the Eligible Directors determine that it is in the Company’s best
interest. The acquisition of follow-on investments as permitted by
this condition will be subject to the other conditions set forth in the
Application.
9. The
Eligible Directors will be provided quarterly for review all information
concerning Co-Investment Transactions during the preceding quarter, including
investments made by any Funds which the Company considered but declined to
participate in, so that the Eligible Directors may determine whether all
investments made during the preceding quarter, including those investments which
the Company considered but declined to participate, comply with the conditions
of the order.
10. The
Company will maintain the records required by section 57(f)(3) of the Act as if
each of the investments permitted under these conditions were approved by the
Eligible Directors under section 57(f).
11. No
Eligible Director will also be a director, general partner, managing member or
principal, or otherwise an “affiliated person” (as defined in the Act) of, any
of the Funds.
12. The
expenses, if any, associated with acquiring, holding or disposing of any
securities acquired in a Co-Investment Transaction (including, without
limitation, the expenses of the distribution of any such securities registered
for sale under the 1933 Act) shall, to the extent not payable by GC Advisors
under its investment advisory agreements with the Company and Funds, be shared
by the Company and the Funds in proportion to the relative amounts of their
securities to be acquired or disposed of, as the case may be.
13. Any
transaction fee (including break-up or commitment fees but excluding brokers’
fees contemplated by section 57(k)(2) of the Act) received in connection with a
Co-Investment Transaction will be distributed to the Company and the
participating Funds on a pro
rata basis based on the amount they invested or committed, as the case
may be, in such Co-Investment Transaction. If any transaction fee is
to be held by GC Advisors pending consummation of the transaction, the fee will
be deposited into an account maintained by GC Advisors at a bank or banks having
the qualifications prescribed in section 26(a)(1) of the Act, and the account
will earn a competitive rate of interest that will also be divided pro rata between the Company
and the participating Funds based on the amount they invest in such
Co-Investment Transaction. None of the participating Funds nor any
affiliated person of the Company will receive additional compensation or
remuneration of any kind (other than (i) the pro rata transaction fees
described above and (ii) investment advisory and administrative fees paid in
accordance with investment advisory and administration agreements with the
Company and the participating Funds) as a result of or in connection with a
Co-Investment Transaction.
III. PROCEDURAL
MATTERS
A. Communications
Please
address all communications concerning this Application and the Notice and Order
to:
David B.
Golub
GC
Advisors LLC
150 South
Wacker Drive, Suite 800
Chicago,
Illinois 60606
(312)
205-5050
Please
address any questions, and a copy of any communications, concerning this
Application, the Notice and Order to:
David J.
Harris
Michael
L. Sherman
Dechert
LLP
1775 I
Street, N.W.
Washington,
D.C.
(202)
261-3300
B. Authorization
Pursuant
to Rule 0-2(c) under the Act, Applicants hereby state that the Company, by
resolution duly adopted by its Board on March 5, 2010 (attached hereto as
Exhibit A), has authorized its officers to cause to be prepared and to execute
and file with the Commission this Application and any amendment thereto under
Section 57(i) of the Act and Rule 17d-1 under the Act, for an order authorizing
certain joint transactions that may otherwise be prohibited under Section
57(a)(4) of such Act. Each person executing the application on behalf
of the Company, GC Advisors, the Funds, Fund GPs and Controlled Adviser says
that he has duly executed the Application for and on behalf of the Company, GC
Advisors, the Funds, Fund GPs or Controlled Advisers; that he is authorized to
execute the Application pursuant to the terms of an operating agreement,
management agreement or otherwise; and that all actions by members, directors or
other bodies necessary to authorize each such deponent to execute and file the
Application have been taken.
All
requirements for the execution and filing of this Application in the name and on
behalf of each Applicant by the undersigned have been complied with and the
undersigned is fully authorized to do so and has duly executed this Application
this 29th day of September, 2010.
GOLUB CAPITAL BDC,
INC.
By: /s/ Sean K.
Coleman
Name: Sean K.
Coleman
Title: Chief
Financial Officer
GC ADVISORS LLC
By:
/s/ David B.
Golub
Name: David
B. Golub
Title: Vice Chairman
GOLUB CAPITAL PARTNERS IV,
L.P.
By: Golub GP III, LLC, its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GOLUB CAPITAL PARTNERS V,
L.P.
By: Golub GP V, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS VI,
L.P.
By: Golub GP VI, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS INTERNATIONAL VI
L.P.
By: Golub GP Offshore VI, Ltd., its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL INTERNATIONAL
LTD.
By: Golub Capital Partners Management,
Ltd., its Manager
By: /s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GC 2009 MEZZANINE PARTNERS,
L.P.
By: GC 2009 Mezzanine GP, LLC, its
General Partner
By: /s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COMPANY IV,
LLC
By: Golub Capital Partners IV, L.P., its
Managing
Member
By: Golub GP III, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COMPANY V, LLC
By: Golub Capital Partners V, L.P., its
Managing Member
By: Golub GP V, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COMPANY VI,
LLC
By: Golub Capital Partners VI, L.P., its
Managing Member
By: Golub GP VI, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COINVESTMENT,
L.P.
By: Golub Capital Coinvestment LLC, its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS COINVESTMENT
LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL CP FUNDING
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS HOLDINGS
LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GEMS FUND, L.P.
By: GEMS Associates, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS COINVESTMENT 2008
LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL FINANCE,
LLC
By: GC Advisors LLC, its
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GC FINANCE OPERATIONS
LLC
By: Golub Capital Finance LLC, its
Managing Member
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GOLUB CAPITAL REVOLVER FUNDING
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GC PARTNERS INTERNATIONAL
LTD.
By: GC Advisors LLC, its
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS
LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL MANAGEMENT CLO 2007-1
LTD.
By: Golub Capital Management LLC, its
Collateral Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL LTD.
2005-1
By: Golub Capital Incorporated, its
Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL LOAN TRUST
2005-1
By: Golub Capital Incorporated,
its
Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB
CAPITAL PARTNERS 2007-1 LTD.
By: Golub Capital
Incorporated, its Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB
CAPITAL SENIOR LOAN OPPORTUNITY FUND LTD.
By: Golub Capital
Incorporated, its Collateral Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GCM
2007 OPPORTUNITY FUND, L.P.
By: Golub
GCM 2007 GP, LLC, its General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS FUNDING 2007-1
LTD.
By: Golub Capital Incorporated,
its
Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GCI CAPITAL MARKETS
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB INTERNATIONAL LOAN LTD.
I
By: Golub Capital
International Management LLC, its Collateral Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL FUNDING CLO-8
LTD.
By: Golub Capital Partners Management Ltd.,
its Collateral
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
LEG PARTNERS DEBENTURE SBIC,
L.P.
By: Golub Debenture GP, LLC, its General
Partner
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
LEG PARTNERS III SBIC,
L.P.
By: Golub PS-GP, LLC, its General
Partner
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
GOLUB CAPITAL PARTNERS 2007-2
LTD.
By: Golub Capital Partners Management
Ltd., its Manager
By:
/s/
David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL LTD.
2005-2
By: Golub Capital Partners Management
Ltd., its Manager
By: /s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL FUNDING CLO-8-2,
LTD.
By: Golub Capital Partners Management
Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS VII,
L.P.
By: Golub GP VII, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS INTERNATIONAL
VII, L.P.
By: Golub GP Offshore VII, Ltd. its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GOLUB GP III, LLC
By:
/s/
David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP V, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP VI, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP VII, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP OFFSHORE VI,
LTD.
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Director
GC 2009 MEZZANINE GP,
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB
GCM 2007 GP, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB GP OFFSHORE VII,
LTD.
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GEMS ASSOCIATES, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COINVESTMENT,
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB DEBENTURE GP,
LLC
By: /s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
GOLUB PS-GP, LLC
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
GOLUB CAPITAL
INCORPORATED
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL INTERNATIONAL MANAGEMENT
LLC
By:
/s/ David B.
Golub
Name: David
B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL MANAGEMENT
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS MANAGEMENT
LTD.
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB
CAPITAL PARTNERS INTERNATIONAL LTD.
By: Golub
Capital Partners Management Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
SCHEDULE
A
Controlled
Advisers
Golub
Capital Incorporated
Golub
Capital International Management LLC
Golub
Capital Management LLC
Golub
Capital Partners Management Ltd.
Existing
Funds
Golub
Capital Partners IV, L.P.
Golub
Capital Partners V, L.P.
Golub
Capital Partners VI, L.P.
Golub
Capital Partners VII, L.P.
Golub
Capital Partners International VI, L.P.
Golub
Capital Partners International VII, L.P.
Golub
Capital International Ltd.
GC
2009 Mezzanine Partners, L.P.
GEMS
Fund L.P.
GCM
2007 Opportunity Fund, L.P.
Special Purpose
Vehicles
Golub Capital Company IV, LLC,
the managing member of which is Golub Capital Partners IV,
L.P.
Golub Capital Company V, LLC,
the managing member of which is Golub Capital Partners V,
L.P.
Golub Capital Company VI, LLC,
the managing member of which is Golub Capital Partners VI,
L.P.
Golub Capital Coinvestment,
L.P., the general partner of which is Golub Capital Coinvestment,
LLC
Golub
Capital Partners Coinvestment Ltd.
Golub Capital CP Funding LLC,
the management of which is controlled by Golub Capital Company IV, LLC, Golub
Capital Company V, LLC, and Golub Capital Company VI,
LLC
Golub
Capital Partners Holdings Ltd.
Golub
Capital Partners Coinvestment 2008 Ltd.
Golub Capital Finance, LLC,
the management of which is controlled by Golub Capital Company IV, LLC, Golub
Capital Company V, LLC, and Golub Capital Company VI,
LLC
GC Finance Operations LLC, the
managing member of which is Golub Capital Finance
LLC
Golub Capital Revolver Funding
LLC, the managing member of which is GC Finance Operations,
LLC
GC
Partners International Ltd.
Golub
Capital Partners Ltd.
Golub
Capital Management CLO 2007-1 Ltd.
Golub
Capital Ltd. 2005-1
Golub
Capital Loan Trust 2005-1
Golub
Capital Partners Funding 2007-1 Ltd.
Golub
Capital Partners 2007-1 Ltd.
Golub Capital Senior Loan Opportunity
Fund Ltd., the general partner of which is Golub GCM 2007 GP,
LLC
GCI Capital Markets LLC, the
management of which is controlled by Golub Capital Management
LLC
Golub
Capital Partners International Ltd.
Golub
International Loan Ltd. I
Golub
Capital Funding CLO-8 Ltd.
LEG Partners Debenture SBIC,
L.P., the general partner of which is Golub Debenture GP,
LLC
LEG Partners III SBIC, L.P.,
the general partner of which is Golub PS-GP, LLC
Golub
Capital Partners 2007-2 Ltd.
Golub
Capital Ltd. 2005-2
Golub
Capital Funding CLO-8-2, Ltd.
Golub Capital Partners VII,
L.P., the general partner of which is Golub GP VII, LLC
Golub Capital Partners International
VII, L.P., the general partner of which is Golub GP Offshore VII,
Ltd.
Fund
GPs
Golub
GP V, LLC
Golub
GP VI, LLC
Golub
GP VII, LLC
Golub
GP Offshore VI, Ltd.
GC
2009 Mezzanine GP, LLC
Golub
GP Offshore VII, Ltd.
GEMS
Associates, LLC
Golub
Capital Coinvestment, LLC
Golub
Debenture GP, LLC
Golub
PS-GP, LLC
Golub
GCM 2007 GP, LLC
VERIFICATION
The
undersigned states that he has duly executed the foregoing Application, dated
September 29, 2010, for and on behalf of Golub Capital BDC, Inc., GC Advisors
LLC, Golub Capital Partners IV, L.P., Golub Capital Partners V, L.P., Golub
Capital Partners VI, L.P., Golub Capital Partners International VI L.P., Golub
Capital International Ltd., GC 2009 Mezzanine Partners, L.P., Golub Capital
Company IV, LLC, Golub Capital Company V, LLC, Golub Capital Company VI, LLC,
Golub Capital Coinvestment, L.P., Golub Capital Partners Coinvestment Ltd.,
Golub Capital CP Funding LLC, Golub Capital Partners Holdings Ltd., GEMS Fund,
L.P., Golub Capital Partners Coinvestment 2008 Ltd., Golub Capital Finance, LLC,
GC Finance Operations LLC, Golub Capital Revolver Funding LLC, GC Partners
International Ltd., Golub Capital Partners Ltd., Golub Capital Management CLO
2007-1 Ltd., Golub Capital Ltd. 2005-1, Golub Capital Loan Trust 2005-1, Golub
Capital Partners 2007-1 Ltd., Golub Capital Senior Loan Opportunity Fund Ltd.,
GCM 2007 Opportunity Fund, L.P.,
Golub Capital Partners Funding 2007-1 Ltd., GCI Capital Markets LLC,
Golub International Loan Ltd. I, Golub Capital Funding CLO-8 Ltd., LEG Partners
Debenture SBIC, L.P., LEG Partners III SBIC, L.P., Golub Capital Partners 2007-2
Ltd., Golub Capital Ltd. 2005-2, Golub Capital Funding CLO-8-2, Ltd., Golub
Capital Partners VII, L.P., Golub Capital Partners International VII, L.P.,
Golub GP III, LLC, Golub GP V, LLC, Golub GP VI, LLC, Golub GP VII, LLC, Golub
GP Offshore VI, Ltd., GC 2009 Mezzanine GP, LLC, Golub GCM 2007 GP, LLC, Golub
GP Offshore VII, Ltd., GEMS Associates, LLC, Golub Capital Coinvestment, LLC,
Golub Debenture GP, LLC, Golub PS-GP, LLC, Golub Capital Incorporated, Golub
Capital International Management LLC, Golub Capital Management LLC, Golub
Capital Partners Management Ltd., or Golub Capital Partners International Ltd.,
as the case may be, that he holds the office with such entity as indicated below
and that all action by the directors, stockholders, general partners, trustees
or members of each entity, as applicable, necessary to authorize the undersigned
to execute and file such instrument has been taken. The undersigned
further states that he is familiar with such instrument and the contents thereof
and that the facts set forth therein are true to the best of his knowledge,
information and belief.
GOLUB CAPITAL BDC,
INC.
By:
/s/ Sean K.
Coleman
Name: Sean K.
Coleman
Title: Chief
Financial Officer
GC ADVISORS LLC
By:
/s/ David B.
Golub
Name: David
B. Golub
Title: Vice Chairman
GOLUB CAPITAL PARTNERS IV,
L.P.
By: Golub GP III, LLC, its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized
Signatory
GOLUB CAPITAL PARTNERS V,
L.P.
By: Golub GP V, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing
Member
GOLUB CAPITAL PARTNERS VI,
L.P.
By: Golub GP VI, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing
Member
GOLUB CAPITAL PARTNERS INTERNATIONAL VI
L.P.
By: Golub GP Offshore VI, Ltd., its
General Partner
By:
/s/ David B.
Golub
Name: David
B.
Golub
Title:
Managing Member
GOLUB CAPITAL INTERNATIONAL
LTD.
By: Golub Capital Partners Management,
Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GC 2009 MEZZANINE PARTNERS,
L.P.
By: GC 2009 Mezzanine GP, LLC, its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COMPANY IV,
LLC
By: Golub Capital Partners IV, L.P., its
Managing Member
By: Golub GP III, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COMPANY V,
LLC
By: Golub Capital Partners V, L.P., its
Managing Member
By: Golub GP V, LLC, its General
Partner
By: /s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COMPANY VI,
LLC
By: Golub Capital Partners VI, L.P., its
Managing Member
By: Golub GP VI, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COINVESTMENT, L.P.
By: Golub Capital Coinvestment LLC, its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS COINVESTMENT
LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice
Chairman
GOLUB CAPITAL CP FUNDING
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS HOLDINGS
LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GEMS FUND, L.P.
By: GEMS Associates, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS COINVESTMENT 2008 LTD.
By: Golub Capital Partners Management
Ltd, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL FINANCE,
LLC
By: GC Advisors LLC, its
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GC FINANCE OPERATIONS LLC
By: Golub Capital Finance LLC, its
Managing Member
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GOLUB CAPITAL REVOLVER FUNDING
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GC PARTNERS INTERNATIONAL
LTD.
By: GC Advisors LLC, its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS
LTD.
By: Golub Capital Partners
Management Ltd, its
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL MANAGEMENT CLO 2007-1
LTD.
By: Golub Capital Management LLC, its Collateral
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL LTD.
2005-1
By: Golub Capital Incorporated, its
Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL LOAN TRUST
2005-1
By: Golub Capital Incorporated,
its
Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB
CAPITAL PARTNERS 2007-1 LTD.
By: Golub Capital
Incorporated, its Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB
CAPITAL SENIOR LOAN OPPORTUNITY FUND LTD.
By: Golub Capital
Incorporated, its Collateral Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GCM
2007 OPPORTUNITY FUND, L.P.
By: Golub
GCM 2007 GP, LLC, its General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS FUNDING 2007-1
LTD.
By: Golub Capital Incorporated,
its
Servicer
By:
/s/ David B.
Golub
Name: David B.
Golub
Title: Vice Chairman
GCI CAPITAL MARKETS
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB INTERNATIONAL LOAN
LTD. I
By: Golub Capital
International Management LLC, its Collateral Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL FUNDING CLO-8
LTD.
By: Golub Capital Partners Management Ltd.,
its Collateral
Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
LEG PARTNERS DEBENTURE SBIC,
L.P.
By: Golub Debenture GP, LLC, its General
Partner
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
LEG PARTNERS III SBIC,
L.P.
By: Golub PS-GP, LLC, its General
Partner
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
GOLUB CAPITAL PARTNERS 2007-2
LTD.
By: Golub Capital Partners Management
Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL LTD.
2005-2
By: Golub Capital Partners Management
Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL FUNDING CLO-8-2,
LTD.
By: Golub Capital Partners Management
Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS VII,
L.P.
By: Golub GP VII, LLC, its General
Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL PARTNERS INTERNATIONAL
VII, L.P.
By: Golub GP Offshore VII, Ltd. its
General Partner
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GOLUB GP III, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP V, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP VI, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP VII, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB GP OFFSHORE VI,
LTD.
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Director
GC 2009 MEZZANINE GP,
LLC
By:
/s/ David B.
Golub
Name: David
B.
Golub
Title:
Managing Member
GOLUB
GCM 2007 GP, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB GP OFFSHORE VII, LTD.
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Authorized Signatory
GEMS ASSOCIATES, LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB CAPITAL COINVESTMENT,
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Managing Member
GOLUB DEBENTURE GP,
LLC
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
GOLUB PS-GP, LLC
By:
/s/
Lawrence E.
Golub
Name: Lawrence E. Golub
Title:
President
GOLUB CAPITAL
INCORPORATED
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL INTERNATIONAL MANAGEMENT
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL MANAGEMENT
LLC
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB CAPITAL PARTNERS MANAGEMENT
LTD.
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
GOLUB
CAPITAL PARTNERS INTERNATIONAL LTD.
By: Golub
Capital Partners Management Ltd., its Manager
By:
/s/ David B.
Golub
Name: David B.
Golub
Title:
Vice Chairman
EXHIBIT
A
Resolution
of the Board of Directors of
GOLUB
CAPITAL BDC LLC
RESOLVED,
that the officers of the Company be, and each of them hereby is, authorized in
the name and on behalf of the Company to submit and cause to be filed with the
SEC an application for exemptive relief, in substantially the form presented at
the meeting, with such changes, modifications, or amendments thereto as the
officer or officers executing the same (personally or by attorney) may approve
as necessary or desirable, such approval to be conclusively evidenced by his,
her or their execution thereof.
(Adopted
on March 5, 2010)