Q3 2024 Golub Capital BDC Inc Earnings Call
Hello, everyone, and welcome to GBDC's earnings call for the fiscal quarter ended June 30th, 2024. Before we begin, I'd like to take a moment to remind our listeners that remarks made during this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Unknown Executive: 2024. Before we begin, I'd like to take a moment to remind our listeners that remarks made during this call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. 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 GBDC's SEC filings.
Statements other than statements of historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties.
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 GBDC's SEC filing.
Unknown Executive: For materials we intend to refer to on today's earnings call, please visit the Investor Resources tab on the homepage of our website, which is www.golubcapitalbdc.com, and click on the Events Presentations link. Our earnings release is also available on our website in the Investor Resources section. As a reminder, this call is being recorded. With that, I'm pleased to turn the call over to David Golub, Chief Executive Officer of GBDC
For materials we intend to refer to on today's earnings call, please visit the Investor Resources tab on the homepage of our website, which is www.golubcapitalbdc.com, and click on the Events Presentations link.
Our earnings release is also available on our website in the investor resources section.
As a reminder, this call is being recorded. With that, I'm pleased to turn the call over to David Golub, Chief Executive Officer of GBDC. Hello, everybody, and thanks for joining us today. I'm joined by Chris Ericson, our Chief Financial Officer, and Matt Benton, our Chief Operating Officer.
David Golub: Hello everybody, and thanks for joining us today. I'm joined by Chris Ericson, our Chief Financial Officer, and Matt Benton, our Chief Operating Officer. For those of you who are new to GBDC, our investment strategies focus on providing first lien senior secured loans to healthy, resilient middle market companies, companies that are backed by strong partnership-oriented private equity sponsors. This is the same strategy we've had since our IPO 14 years ago. Yesterday, we issued our earnings press release for the quarter ended June 30th, and we posted an earnings presentation on our website.
For those of you who are new to GBDC, our investment strategies focused on providing first lien senior secured loans to healthy, resilient middle market companies, companies that are backed by strong partnership oriented private equity sponsors.
David Golub: We'll be referring to that presentation during the call today. I'm going to start as usual with the headlines and with a summary of performance for the quarter. Then Matt and Chris are going to go through our financial results for the quarter in more detail. And finally, I'll wrap up with our outlook for the coming period, and then we'll take questions.
This is the same strategy we've had since our IPO 14 years ago.
Yesterday, we issued our earnings press release for the quarter ended June 30th, and we posted an earnings presentation on our website. We'll be referring to that presentation during the call today.
Speaker Change: I'm going to start as usual with headlines and with a summary of performance for the quarter. Then Matt and Chris are going to go through our financial results for the quarter in more detail. And finally, I'll wrap up with our outlook for the coming period, and then we'll take questions.
David Golub: The headline is that GBDC's quarter ended June 30th was great in part and disappointing in part. And we're gonna talk about all of it in detail in today's call. Let me start with a brief summary. I'll start with the great part.
Speaker Change: So let me start with headlines. The headline is that GBDC's quarter ended June 30th was great in part and disappointing in part. And we're gonna talk about all of it in detail in today's call. Let me start with a brief summary. I'll start with the great part.
David Golub: First, we closed our second Win-Win-Win affiliate merger in early June. We believe the merger was good for GBDC shareholders, good for GBDC3 shareholders, and good for GBDC as a business. The completion of the merger was accretive to NAV. We ended the quarter with NAV per share of $15.32. That's up 1.3% from March 31st. It also made permanent the reduction in GBDC's incentive fee rate from 20% to 15%, giving GBDC what we believe to be an industry-leading fee structure and increasing GBDC's go-forward earnings power.
Speaker Change: First, we closed our second win-win-win affiliate merger in early June . We believe the merger was good for GBDC shareholders, good for GBDC3 shareholders, and good for GBDC as a business.
Speaker Change: The completion of the merger was accretive to NAV. We ended the quarter with NAV per share of $15.32. That's up 1.3% from March 31st.
Speaker Change: It also made permanent the reduction in GBDC's incentive fee rate from 20% to 15%, giving GBDC what we believe to be an industry-leading fee structure and increasing GBDC's go-forward earnings power.
David Golub: GBDC also declared and began paying a series of special distributions. Second, origination volume picked up. It built on the recovery in middle market M&A that began in the quarter ended December 31, 2023. New investment commitments for the June 30th quarter totaled $435 million, up $111 million from the same quarter the prior year.
Speaker Change: GBDC also declared and began paying a series of special distributions.
Speaker Change: Second, origination volume picked up. It built on the recovery in middle market M&A that began in the quarter ended December 31, 2023.
Speaker Change: New investment commitments for the June 30th quarter totaled $435 million, up $111 million from the same quarter the prior year.
David Golub: Originations were concentrated, as expected, in areas of Golub Capital's competitive advantages, lots of repeat sponsors, repeat borrowers, and industry sectors we know well. Third, most of GBDC's borrowers perform well. The Golub Capital Middle Market Report showed median borrower revenue in EBITDA up strongly for the seventh consecutive quarter, and performance ratings across the portfolio also improved. So what was the disappointing part? GBDC had negative outcomes in two credits, Imperial Optical and Pluralsight, and this led to meaningful write-downs on both of them. Now, we're very proud of our long track record of low defaults and low credit losses, but we're not perfect.
David Golub: And this quarter, GBDC saw 17 cents per share of net realized and unrealized losses adjusted for the merger, primarily from these two credits. In both cases, the losses were not reflective of patterns or themes we're seeing across the portfolio. In the case of Imperial Optical, an advanced sale process fell apart, and we decided to pivot to a restructuring. In Pluralsight, a leading sponsor with over $4 billion of equity invested in a company with about $1.7 billion in debt decided not to continue to support it. Both developments were surprising and frustrating.
Speaker Change: Originations were concentrated, as expected, in areas of Golub Capital's competitive advantages, lots of repeat sponsors, repeat borrowers, and industry sectors we know well.
Speaker Change: Third, most of GBDC's borrowers perform well. The Golub Capital Middle Market Report showed median borrower revenue in EBITDA up strongly for the seventh consecutive quarter, and performance ratings across the portfolio also improved.
Speaker Change: So what was the disappointing part?
Speaker Change: GBDC had negative outcomes in two credits, Imperial Optical and Pluralsight, and this led to meaningful write-downs on both of them.
Speaker Change: Now, we're very proud of our long track record of low defaults and low credit losses, but we're not perfect. And this quarter, GBDC saw 17 cents per share of net realized and unrealized losses adjusted for the merger, primarily from these two credits.
Speaker Change: In both cases, the losses were not reflective of patterns or themes we're seeing across the portfolio.
Speaker Change: In the case of Imperial Optical, an advanced sale process fell apart and we decided to pivot to a restructuring. In plural site, a leading sponsor with over $4 billion of equity invested in a company with about $1.7 billion in debt decided not to continue to support it.
David Golub: So where did we end up in the June 30th quarter? Adjusted net investment income for the quarter was $0.48 per share. Adjusted earnings per share was $0.31 per share, meaning a return on equity of about 8% annualized. For the first three quarters of the fiscal year, GBDC has delivered a return on equity of 11.4% annual loss. Included in this quarter's results were some one-time merger-related items. And continuing our tradition of being shareholder-friendly, Golub Capital decided to proactively waive, on a one-time basis, the incentive fee this quarter to support returns to our shareholders.
Speaker Change: Both developments were surprising and frustrating.
Speaker Change: So where'd we end up in the June 30th quarter? Adjusted net investment income for the quarter was $0.48 per share. Adjusted earnings per share was $0.31 per share, a return on equity of about 8% annualized.
Speaker Change: For the first three quarters of the fiscal year, GBDC has delivered a return on equity of 11.4% annualized.
Speaker Change: Included in this quarter's results were some one-time merger-related items. And continuing our tradition of being shareholder-friendly, Golub Capital decided to proactively waive, on a one-time basis, the incentive fee this quarter to support returns to our shareholders.
Speaker Change: Matt and Chris are going to describe the quarter and fiscal year to date in more detail, including a variety of one-time impacts to the P&L and how we think about how GBDC would have performed from a profitability perspective for the quarter adjusted for these one-time items.
Matt Benton: I'll come back at the end and offer some thoughts on GBDC's outlook. Matt?
Matt Benton: Thanks, David. I'm going to start on slide 4. As David just previewed, adjusted NII per share was $0.48, corresponding to an adjusted NII ROE of 12.7%.
Matt Benton: Compared to fiscal Q3 of 2023, GBDC's adjusted MII per share increased by 4 cents year-over-year, or about 9%.
Matt Benton: Adjusted earnings per share was $0.31 corresponding to an adjusted net income ROE of 8.1%.
Speaker Change: Taking a step back, GBDC's earnings were driven by multiple key factors. First, credit performance was solid generally, with the exceptions of markdowns on Imperial Optical and Pluralsight that drove the majority of the $0.17 per share net realized and unrealized loss.
Speaker Change: I'll go into more detail in a moment.
Speaker Change: Second, we continue to experience high base rates consistent with recent quarters. Third, GBDC's leading investment advisory fee structure drives sustainably lower expenses.
Speaker Change: This includes the reduction in the incentive fee rate from 20% to 15%, which became permanent with the closing of the GBDC3 merger on June 3rd, 2024.
Speaker Change: Let me summarize portfolio activity and credit quality in the quarter.
Speaker Change: That fund's increased by $2.5 billion sequentially, primarily the result of the closing of the GBDC3 merger, bringing the size of the total portfolio at fair value to $7.9 billion.
Speaker Change: The overall credit performance of GBDC's investment portfolio remains strong, with internal performance ratings improving from the prior quarter.
Speaker Change: Investments in Rating Categories 4 and 5 increased to 89.2% from 87.2% in the prior quarter and investments in Rating Categories 1 and 2 represented just 70 basis points of the total portfolio at fair value.
Speaker Change: As a percentage of total debt investments at fair value, nonaccruals increased slightly to 1% at June 30, 2024, from 90 basis points at March 31, 2024, and continue to be well below the BDC sector average.
Speaker Change: In the quarter, the number of non-accrual investments increased to 10 as the return to accrual status of one portfolio company was offset by the addition of two portfolio companies.
Speaker Change: We continue to believe the overall portfolio is well positioned from a credit perspective. The weighted average loan-to-value of the portfolio was 45%, which we believe provides very nice downside protection.
Speaker Change: Despite these generally positive credit trends, we did have the two negative surprises in the quarter that David highlighted in his opening remarks.
Speaker Change: We don't think they are representative of the broader health of the portfolio, and it's probably worth a moment to really discuss Imperial Optical in more detail, given its relative size and impact on this quarter's results.
Speaker Change: Imperial Optical is a full-service vision care platform that offers optometric patient care and retail eyewear products through 280 locations across the U.S.
Speaker Change: Our exposure to Impair Optical at March 31st, 2024 consisted of $96.9 million base amount of senior secured debt at pre-merger GBDC and $41.7 million base amount at pre-merger GBDC3.
Speaker Change: The company has been underperforming our and the sponsor's expectations for some time. With the support of the sponsor, last year we undertook a two-pronged strategy. First, the company implemented an operating turnaround plan, including a new CEO . Second, it explored strategic alternatives.
Speaker Change: As of 3-31-2024, we believe there was a high probability of a strategic exit.
Speaker Change: However, over the course of the quarter ended 630, it became clear this was not going to happen. Accordingly, we shifted to a singular focus on the operating turnaround. We right-sized its capital structure and took control of the equity and board.
Speaker Change: We work closely with existing management and other key stakeholders to ensure alignment. This restructuring drove the majority of GBDC's net realized and unrealized loss per quarter.
Speaker Change: Continuing on slide four, let me briefly summarize certain balance sheet changes in the quarter.
Speaker Change: Nav per share increased by 20 cents on a sequential basis to $15.32. Nav per share is now 49 cents higher than the prior year, even as GBDC delivered higher distributions to shareholders during this period.
Speaker Change: As David described earlier, one of the benefits of the recently closed merger with GBDC3 is that shares issued in the merger, approximately $92 million, were issued at a price in excess of the current NAB, resulting in material NAB accretion for existing GBDC shareholders.
Speaker Change: Leverage decreased materially quarter over quarter to 1.05 times on a debt-to-equity basis, net of available cash, and to 1.00 times net of available cash and cash-strapped debt securitizations for the purposes of paying down principal on outstanding notes.
Speaker Change: We described last quarter that we expected a level of deleveraging in connection with the merger, and we got it.
Speaker Change: Let's turn to distributions now. The board approved 44 cents per share of distributions comprised of a regular quarterly distribution of 39 cents per share and a fiscal Q3 supplemental distribution of 5 cents per share.
Speaker Change: Taken together, these distributions correspond to an annualized dividend yield of 11.5% based on GBDC's NAV per share as of June 30, 2024.
Speaker Change: Adjusted M&I per share continues to significantly exceed the company's regular quarterly distribution, resulting in regular distribution coverage of 123%.
Speaker Change: In addition, our board declared additional special distributions to be paid in three equal installments of five cents per share, which began in June 2024 following the merger close on June 3rd.
Speaker Change: The remaining two special distributions of five cents per share will be paid on September 13th, 2024 for stockholders of record as of August 16th, 2024 and December 13th, 2024 for stockholders of record as of November 29th, 2024.
Speaker Change: You can find more information about the record dates and payment dates for fiscal Q3 distributions on slide 25 of the earnings presentation and about the variable supplemental distribution framework on slide 26.
Chris Ericson: Lastly, and before I turn it over to Chris to walk through the financial results in more detail, we've outlined on slide six, which is a new slide,
Speaker Change: The key non-recurring items that impacted the P&L in the June 30th quarter. The intent of this analysis is to better show what we believe is a more normalized GBDT core earnings profile before the impacts of modestly re-leveraging the balance sheet.
Chris Ericson: First, the reversal of interest income recognized in prior quarters on investments restructured or placed on non-accrual status this quarter reduced adjusted MII per share by a cent.
Chris Ericson: Second in the quarter, GBDC recognized an additional three cents per share of non-cash interest expense associated with marking a market interest rate swaps. Again, these are non-cash charges that should sum to zero over time.
Chris Ericson: And lastly, the Incentive Fee Waiver contributed to a $0.07 per share increase in adjusted NII.
Chris Ericson: The net results of these adjustments for non-recurring items is an adjusted NII per share of 45 cents or an 11.7% adjusted NII ROE.
Chris Ericson: Further, as I mentioned earlier, we expect that re-leveraging GBDC's balance sheet to target levels in response to the deleveraging impacts of the GBDC3 merger would be an NII talent. I'm going to turn it to Chris now to provide more detail on our results.
Chris Ericson: Thanks Matt. Slide 8 shows a bridge to GBC's new net asset value per share increase to $15.32, up 20 cents per share from the prior quarter.
Speaker Change: Next, I think it's important to turn to slide 9 to spend some time walking through the accounting treatment of the GBTC-3 merger.
Speaker Change: Because the merger was accounted for as an asset acquisition under GAAP, the purchase premium was allocated pro rata to the former GBC III assets.
Speaker Change: As a result, GBC's initial cost basis and the former GBC III assets equaled their fair value at the time of the acquisition plus the purchase premium.
Speaker Change: Because GBDC uses fair value accounting, immediately after the closing of the merger, GBDC recognized a one-time unrealized loss equal to that same purchase premium.
Speaker Change: Effectively, GBDC wrote up the former GBC3 assets to fair value, plus purchase premium, and then wrote down the former GBC3 assets to their fair value.
Speaker Change: This one-time loss, a paper loss, in accordance with GAAP, is a non-cash item that doesn't reflect any economic loss experienced at GBDC.
Speaker Change: Turning to slide 10, this provides an illustration of how we expect the purchase premium will flow through the income statement on a go-forward basis.
Speaker Change: In short, GBDC will amortize the purchase premium over the life of the purchase loans through interest income as a reduction to net investment income, or NII.
Speaker Change: Now, having said this, the purchase premium amortization won't result in any reduction to net income as any decrease to NII will be offset by a corresponding reversal of the unrealized loss as shown in the middle graphs.
Speaker Change: And consistent with our approach since the GCIC merger, and in order to make GBC's post-merger financial results easier to compare to pre-merger results,
Speaker Change: We'll continue to use some supplemental financial measurements, in addition to gap measurements, to strip out the impact of the purchase premium write-down.
Speaker Change: We'll continue to talk about adjusted net investment income and adjusted net investment income per share, which will exclude the amortization of the purchase premium.
Speaker Change: We'll also talk about adjusted net realized and unrealized gain or loss and adjusted net realized and unrealized gain or loss per share.
Speaker Change: These will exclude both the one-time unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss from the amortization of the purchase premium.
Speaker Change: And finally, we'll talk about adjusted net income and adjusted earnings per share, which will calculate net income and earnings per share based on adjusted net investment income and adjusted net realized and unrealized gain or loss.
Speaker Change: as depicted on this slide.
Speaker Change: After the one-time unrealized loss on the purchase premium write-down, adjusted net income is expected to equal gap net income as any purchase premium amortization is anticipated to be offset by a corresponding reversal of the unrealized loss on the GDC-3 investments acquired.
Speaker Change: Let's now go through the details of GBC's financial results for the quarter ended June 30, 2024.
Speaker Change: We'll start on slide 13, which summarizes our origination activity for the quarter.
Speaker Change: Net funds growth, quarter over quarter, increased by $2.5 billion, primarily driven by the acquisition of GBC3's $2.6 billion portfolio upon closing of the GBC3 merger.
Speaker Change: Beyond the merger, new investment commitments and delayed draw-term loan fundings were outpaced by the net impact of exits, sales of investments, and fair value changes of existing investments.
Speaker Change: Market-wide deal activity and origination across the Golub Capital platform both improved in the June 30th quarter. We expect it to continue to improve over the remainder of the year. Golub Capital has remained highly selective, closing approximately 2% of deals reviewed during the first half of calendar year 2024.
Speaker Change: That's on the lower end of our typical two to four percent selectivity rate and reflects our focus on quality over quantity.
Speaker Change: The asset mix of new investments shown in the middle of the slide remain predominantly one-stop loans.
Speaker Change: Looking at the bottom of the slide, the weighted average rate on new investments decreased modestly quarter over quarter to 10.7 percent.
Speaker Change: We continue to be highly selected as the average loan-to-value on Golub Capital's middle market originations during the quarter was below 35%, with a disproportionate amount of these originations to repeat borrowers.
Speaker Change: Slide 14 shows GBC's overall portfolio mix following the closing of the GBC3 merger.
Speaker Change: As you can see, the portfolio breakdown by investment type remained consistent quarter over quarter with one-stop loans continuing to represent around 85% of the portfolio at fair value.
Speaker Change: And slide 15 shows that GBDC's portfolio remains highly diversified by portfolio company with an average investment size of approximately 30 basis points.
Speaker Change: Additionally, our largest single borrower represents just 1.7 percent of the portfolio and our top 10 largest borrowers represent just 14 percent of the portfolio.
Speaker Change: We are big believers in modulating credit risk through position size, which we believe has served GBDC well in previous credit cycles and will continue to be important in the context of future credit cycles.
Speaker Change: As well as reduced interest income earned on cash as compared to the quarter end in March 31 contributed to a decrease on a sequential basis of 50 basis points.
Speaker Change: Following merger close, we began executing on a plan to reduce GBDC's post-merger funding costs by increasing utilization of our low-cost J.P. Morgan credit facility.
David Golub: But it's important to note this is a non-cash expense and will net to zero over the lives of the swamps. We have excluded the net change in fair value related to our interest rate swap hedges from the calculation of our weighted average cost of debt since these are non-cash amounts that will net to zero over the life of the swap.
Speaker Change: But it's important to note this is a non-cash expense and will net to zero over the lives of the swamps.
Speaker Change: We recognize the opposite impact in the quarter ended March 31, 2024, as the change in fair value on our interest rate swaps contributed to a reduction in non-cash interest expense and a corresponding increase to net investment income of a penny per share during that quarter.
Speaker Change: I'm going to turn the floor back over to Matt now. Matt?
Matt Benton: Thanks, Chris. I'll wrap up this section by reviewing GBDC's liquidity and investment capacity on slides 23 and 24. Let's focus on the key takeaways on slide 24. Our weighted average cost of debt this quarter was 6.5%.
Matt Benton: 46% of our debt funding is in the form of unsecured notes. The fixed-rate notes coming due in 2026 and 2027 were issued with a weighted average coupon of 2.3%. And as you've heard us say on multiple occasions, we didn't swap them out for floating rate exposure.
David Golub: The issuance of the July 2029 and December 2028 unsecured notes improves upon GBDC's debt maturity ladder while addressing refinancing risk with respect to the 500 million of notes that matured and were subsequently repaid in April 2024.
Matt Benton: The issuance of the July 2029 and December 2028 unsecured notes improve upon GBDC's debt maturity ladder while addressing refinancing risks with respect to the $500 million of notes that matured and were subsequently repaid in April 2024.
Matt Benton: Overall our liquidity position remains strong and greatly enhanced by the recent unsecured notes issuances.
Matt Benton: We ended the quarter with approximately $1.6 billion of liquidity from unrestricted cash, undrawn commitments on our meaningfully over-collateralized corporate revolver, and the unused, unsecured revolver provided by our advisor.
Matt Benton: The diversification, flexibility, and low cost of GBDC's funding structure is an important element that underpins our three investment grade ratings from Fitch, Moody's, and S&P.
Matt Benton: GBDC has stronger ratings from Moody's and Fitch than the majority of the rated BDC sector providing for deeper and more cost-effective access to the debt markets.
Matt Benton: Now, I'll hand it back over to David for closing remarks and Q&A. David?
David Golub: Thanks, Matt.
David Golub: So to sum up, GBDC's June 30th quarter had some great elements and some disappointing elements.
David Golub: We've talked about the two disappointing credit losses in the quarter. We've also talked about the great elements including strong income generation, stable credit trends on the whole, and completion of the win-win-win merger with GBDC3. Let me wrap up with our outlook before we open the line for questions.
David Golub: We talked last quarter about a few headwinds we anticipated market and NGBDC would face with respect to origination, spreads, and credit.
David Golub: Our view today is largely unchanged. Let me touch briefly on each of these three areas.
David Golub: Let me start with origination. The good news is that we saw a pickup in M&A activity in the quarter. Our sense is that many market participants are expecting a further recovery in M&A activity later this year.
David Golub: Let me start with origination.
David Golub: The good news is that we saw a pickup in M&A activity in the quarter. Our sense is that many market participants are expecting a further recovery in M&A activity later this year.
Speaker Change: That's a possibility, but our outlook's more cautious. We think deal activities is likely to stay modulated in the second half. We think sellers in many cases are going to choose to hold off on sales processes in hopes of falling interest rates and less economic and political uncertainty.
Speaker Change: We think it probably takes until 2025 to see volumes getting back to normal levels.
Speaker Change: Let's shift now to the second headwind spreads.
Speaker Change: The broadly syndicated loan market saw striking spread compression in the first half of 2024, and this translated in the second calendar quarter into a combination of many repricings of existing deals and lower spreads on new transactions.
Speaker Change: The dynamic was much more pronounced in the large market segment, where direct lenders compete with broadly syndicated market executions. Overall spread compression in the large market segment since the beginning of the year has been in the range of 50 to 100 basis points.
Speaker Change: The traditional middle market, our focus, has seen less spread compression and fewer repricings than in the large market, but our strategy hasn't been immune to this spread-tightening and borrower-friendly refinancing activities.
Speaker Change: In recent weeks, the market seems to be stabilizing, and this week's market volatility may add to that stabilization.
Speaker Change: Finally, let's talk about our outlook for credit. For the last two years, we've talked about how we've been expecting to see more credit stress in both the broadly syndicated market and the private credit market.
Speaker Change: Well, the higher credit stress is visible. You can see it in higher default rates in both the broadly syndicated market and in parts of private credit.
Speaker Change: Now credit stress never shows up evenly. We've been seeing, and I expect this trend will continue, we've been seeing more issues in certain sectors and in respect of certain managers. We expect this dispersion in results to continue.
Speaker Change: So, to sum up, we continue to expect to see some headwinds in the coming period, and we continue to believe GBDC is very well positioned to be on the favorable end of the manager dispersion spectrum that we expect to see.
Speaker Change: We believe post-merger GBDC is poised to deliver strong earnings thanks to its resilient portfolio, its best-in-class fee structure, its very low non-accruals, and its durable and diversified viability structure.
Speaker Change: We appreciate the overwhelming support for the merger that we received from GBDC shareholders, and we look forward to delivering the expected benefits of the merger going forward.
Speaker Change: With that, please open the line for questions.
Speaker Change: We are now opening the floor for question and answer session. If you would like to ask a question, please press star 1. Again, that's star 1. We will pause for a brief moment while we wait for the questions to come in.
Speaker Change: Our first question comes from Robert Dodd from Raymond James. Your line is now open.
Robert Dodd: Hi guys and congrats on getting everything done. I mean first question
Robert Dodd: David, about the market volatility, you said, you know, the near-term volatility might enable spreads to stabilize. At what point, how long would such volatility need to go on, you think, before BSL and private market spreads would actually start to widen?
David Golub: So, great question, Robert, you know,
David Golub: Market conditions right now are very hard to make generalizations about because
Speaker Change: We're all, in real time, trying to assess the underlying causes of the swoon that started on Friday, continued on Monday, reversed some today.
Speaker Change: My own view is that this market volatility reflects
Speaker Change: The recent weakness in some economic data that came out, jobs report.
Speaker Change: some increased sense from an emotional standpoint that valuations had gotten too high in the
Speaker Change: public markets, particularly in the tech sector.
Speaker Change: But I'd be lying if I told you that I had a good bead on where the market volatility, where market prices are going to head in the near term. I don't have a good bead on that.
Speaker Change: Here's what we know. We know that over the course of the last few days, the broadly syndicated loan market has seen decreases in loan prices of about a point.
Speaker Change: Will those changes flow through to private credit or even sustain over the course of the next few days or weeks? I think that's
Speaker Change: difficult to know right now. My own take is that the weakness is causing
Speaker Change: Some rethinking in private credit land of some of the desirability of the spread compression that we've seen in the last few months.
Robert Dodd: and may take some of the scheme out of some of the parties that have been most receptive to reducing spreads in the private market. But this is all very real-time, Robert, and it's difficult to gauge.
Robert Dodd: Yeah, yeah, understood. Thank you for that colour. It is very real-time. On credit, I mean, Pluralsight's probably one of the most widely flagged problem assets over the last quarter that we've ever seen in the BDC space.
Speaker Change: Please see the complete disclaimer at https://sites.google.com or at https://sites.google.com.
Speaker Change: Broadly, though,
Speaker Change: What proportion of your portfolio has loan structures, documentation structures, however you want to think about it?
Speaker Change: that is similar to the kind of structure in Pluralsight.
Speaker Change: that allowed, for example, some of these asset transfers to unrestricted...
Speaker Change: [inaudible]
Speaker Change: So, I want to just give a perspective on Pluralsight before I answer the rest of your question. I do not view Pluralsight, despite some of the press that it's gotten, I do not view it as a good example of a sponsor misbehaving or of a sponsor misusing documentation.
Speaker Change: In fact, in this instance, what...
Speaker Change: Vista and I think very highly of Vista as a sponsor. We have very few problem credits that we've ever had with Vista. I think they're very
Speaker Change: Very good operators.
Speaker Change: What Vista did was they were in discussions and negotiations with lenders about how to
Speaker Change: pursue a longer term solution, and they ran out of time before needing to make a decision about paying an interest payment.
Speaker Change: and in order to make that payment and create more time.
Speaker Change: They arranged a loan provided by Vista for the purposes of paying interest to other lenders. This is not lender-on-lender violence. This is not a liability management transaction.
Speaker Change: This is much more boring than any of that.
Speaker Change: Many of the
Speaker Change: Large market loans in private credit land provide baskets and documentation terms that permit a certain amount of pari passu or subsidiary level borrowings. It's not uncommon.
Speaker Change: What makes the private credit market relatively insulated compared to the probably syndicated market Relatively insulated from liability management transactions are our two key points incentives and norms
Speaker Change: What do I mean by each of these?
Speaker Change: Incentives. So in private credit transactions, one tends to see a relatively small number of lenders. Most of the liability management transactions in the broadly syndicated market that have garnered a lot of press and garnered a lot of attention, they pit one group of lenders against another group of lenders.
Speaker Change: If you have a large group of lenders in the mix, it's much easier to create a cool kids club and pit that cool kids club against a non-cool kids club. In private credit land where you have syndicates that are very small, it's much harder to affect that.
Speaker Change: The second key criteria is norms. There are norms of behavior in any market, including in particular in
Speaker Change: and to talk about one in the private credit market.
Speaker Change: Sponsors and private credit lenders have strong relationships with each other. When the market is well-functioning, they do. And both parties have a commitment to the success and fair dealing with the other.
Speaker Change: So, again, as a consequence of norms, it would be an enormous violation of norms and it would be relationship destructive.
Speaker Change: to have a sponsor use documentation terms in a manner that would be disadvantageous to one of the key private credit lenders in one of their companies and with whom they do a lot of business.
Speaker Change: So I don't think it's a documentation terms issue that underlies why we've seen so few examples of lender and lender violence in private credit. I think it has to do with incentives and norms.
Speaker Change: Thank you.
Speaker Change: Our next question comes from Fenyan O'Shea from Wells Fargo. Your line is now open.
Fenyan O'Shea: Hey everyone, good morning. I guess just sticking with Pluralsight for a moment there, piecing everything together, it sounded like the sponsor.
Speaker Change: had been supporting the company and then of course it seems like they stopped and here we are.
Speaker Change: But we're not looking for plural site specifics, but...
Speaker Change: For the rest of the book Where a lot of companies may be struggling from higher interest rates How common is that is that setup where the sponsor is needing to? Put more money in to keep interest payments up
Finn: I'd say that's quite uncommon, Finn. Most companies in the portfolio are doing well. Of the portion that's not doing well, they're still cash flow positive after interest expense. So it's a relatively small group where
Speaker Change: We would anticipate there being a need for continued sponsor support.
Speaker Change: He thinks it's helpful and just a follow up on the there was some commentary on leverage.
Speaker Change: sounds like that will be coming back up. So with things sounding like they're getting busier out there, we're seeing if you have visibility on that and are able to provide color on, you know, sort of what leverage level and perhaps how soon.
Speaker Change: and as a second part
Speaker Change: Qualitatively, how are you thinking about the benefit of re-leveraging into a very tight spread environment?
Speaker Change: So, I think your question highlights exactly the issues that we're thinking about right now. Right now, we're thinking that a good target for GBDC from a leverage standpoint is about 1.15 times debt-to-equity, which is a bit higher than where we're running now.
Speaker Change: But we're not going to be in a wild rush to get to that 1.15 unless we unless we determine that they're attractive
Speaker Change: New loan opportunities out there that Merit are committing to to grow the balance sheet.
Speaker Change: So right now, as I mentioned in our prepared remarks, we're not seeing a dramatic surge in deal activity. We're seeing continuity of trend from Q1 and Q2.
Speaker Change: So we're going to be picky, and we're going to take our time, and we're going to aim to have leverage increase at GBDC over the course of the coming period, but not at the expense of quality.
Speaker Change: Thanks so much.
Speaker Change: Hello everyone. If you'd like to ask a question, please press star 1 again. That's star 1. We will pause for a brief moment to wait for the questions to come in.
Speaker Change: Our next question comes from Paul Johnson of KBW, your line is now open.
Paul Johnson: Thank you for taking my questions.
Paul Johnson: I was just wondering.
Paul Johnson: Just trying to get your idea of, you know, the fee waivers this quarter, was that entirely a voluntary action on your part, and what was kind of the...
Speaker Change: The motivation behind that, whether it was kind of some of the restructuring during the quarter of Imperial Optical, or if this was more related, it's kind of noise.
Speaker Change: with them for sure.
Speaker Change: Thanks for your question. So we have a long tradition at Golub Capital. It's very different from many other managers. We have a long tradition of periodically waiving fees. So this is not out of the ordinary. It was entirely voluntary.
Speaker Change: Our view of the quarter, when we looked at it in its totality, was there was a significant amount of one-time noise, and we thought it was appropriate in the context of the one-time noise to waive the intensity.
Speaker Change: I think that our view is that taking a long-term view as manager and making sure that our investors have a positive experience is good for everybody.
Speaker Change: Got it. That's helpful. That's all for me.
Speaker Change: Thank you so much. As of right now, we are still waiting for some questions to come in. Again, if you'd like to ask a question, please press star 1.
Speaker Change: We don't have any pending questions as of the moment. I'd now like to hand back over to David Golub for final remarks.
David Golub: Great. Thank you all for joining us today. As always, if you have further questions, please feel free to reach out to us at any time, and we look forward to reporting back to all of you next quarter.
Speaker Change: Thank you so much for attending today's call. You may now disconnect. Have a wonderful day.