UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00891
PENNANTPARK FLOATING RATE CAPITAL LTD.
(Exact name of registrant as specified in its charter)
MARYLAND |
|
27-3794690 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
1691 Michigan Avenue Miami Beach, Florida |
|
33139 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 905-1000
(Registrant’s Telephone Number, Including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
PFLT |
The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
|
|
|
|||
Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
|
|
|
Emerging growth company |
|
☐ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 3, 2022 was 41,345,638.
PENNANTPARK FLOATING RATE CAPITAL LTD.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
2
PART I—CONSOLIDATED FINANCIAL INFORMATION
We are filing this Quarterly Report on Form 10-Q, or the Report, in compliance with Rule 13a-13 as promulgated by the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In this Report, except where the context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Floating Rate Capital Ltd. and its wholly-owned consolidated subsidiaries; “Funding I” refers to PennantPark Floating Rate Funding I, LLC; “Taxable Subsidiary” refers to PFLT Investment Holdings, LLC; “PSSL” refers to PennantPark Senior Secured Loan Fund I LLC, an unconsolidated joint venture; “PTSF” refers to PennantPark-TSO Senior Loan Fund, LP, an unconsolidated limited partnership; “PennantPark Investment Advisers” or “Investment Adviser” refer to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “2023 Notes” refers to our 4.3% Series A notes due 2023; “2026 Notes” refers to our 4.25% Notes due 2026; “1940 Act” refers to the Investment Company Act of 1940, as amended; “SBCAA” refers to the Small Business Credit Availability Act; “Code” refers to the Internal Revenue Code of 1986, as amended; “RIC” refers to a regulated investment company under the Code; “BDC” refers to a business development company under the 1940 Act; “Prior Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended and restated with Truist Bank (formerly SunTrust Bank) and other lenders, originally entered into on June 23, 2011 and terminated on August 12, 2021; “Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended from time to time, with Truist Bank and other lenders, or the “Lenders,” entered into on August 12, 2021; “Securitization Issuer” refers to PennantPark CLO I, Ltd.; “Securitization Issuers” refers to the Securitization Issuer and PennantPark CLO I, LLC; “Debt Securitization” refers to the $301.4 million term debt securitization completed by the Securitization Issuers; “2031 Asset-Backed Debt” refers to (i) the issuance of the Class A-1 Senior Secured Floating Rate Notes due 2031, the Class A-2 Senior Secured Fixed Rate Notes due 2031, the Class B-1 Senior Secured Floating Rate Notes due 2031, the Class B-2 Senior Secured Fixed Rate Notes due 2031, the Class C-1 Secured Deferrable Floating Rate Notes due 2031, the Class C-2 Notes Secured Deferrable Fixed Rate Notes due 2031, and the Class D Secured Deferrable Floating Notes due 2031 and (ii) the borrowing of the Class A‑1 Senior Secured Floating Rate Notes due 2031 by the Securitization Issuers in connection with the Debt Securitization; and “Depositor” refers to PennantPark CLO I Depositor, LLC. References to our portfolio, our investments, our multi-currency, senior secured revolving credit facility, as amended and restated, or the Credit Facility, and our business include investments we make through our subsidiaries.
3
Item 1. Consolidated Financial Statements
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share data)
|
|
June 30, 2022 |
|
|
September 30, 2021 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Investments at fair value |
|
|
|
|
|
|
||
Non-controlled, non-affiliated investments (cost— $924,233 and $824,542, respectively |
|
$ |
944,658 |
|
|
$ |
856,806 |
|
Non-controlled, affiliated investments (cost— $ — and $22,380, respectively |
|
|
— |
|
|
|
7,433 |
|
Controlled, affiliated investments (cost— $294,469 and $223,714, respectively |
|
|
281,784 |
|
|
|
217,380 |
|
Total investments (cost— $1,218,702 and $1,070,636, respectively |
|
|
1,226,442 |
|
|
|
1,081,619 |
|
Cash and cash equivalents (cost—$40,632 and $49,825, respectively) |
|
|
40,616 |
|
|
|
49,825 |
|
Interest receivable |
|
|
6,209 |
|
|
|
5,446 |
|
Receivable for investments sold |
|
|
6,609 |
|
|
|
33,966 |
|
Prepaid expenses and other assets |
|
|
11,278 |
|
|
|
— |
|
Total assets |
|
|
1,291,154 |
|
|
|
1,170,856 |
|
Liabilities |
|
|
|
|
|
|
||
Distributions payable |
|
|
3,928 |
|
|
|
3,690 |
|
Payable for investments purchased |
|
|
9,800 |
|
|
|
13,546 |
|
Credit Facility payable, at fair value (cost—$259,277 and $219,400, respectively) (See Notes 5 and 10) |
|
|
253,443 |
|
|
|
218,851 |
|
2023 Notes payable, at fair value (par—$97,006 and $117,793, respectively) (See Notes 5 and 10) |
|
|
94,717 |
|
|
|
111,114 |
|
2026 Notes payable, net (par—$185,000 and $100,000, respectively) (See Notes 5 and 10) |
|
|
182,082 |
|
|
|
97,171 |
|
2031 Asset-Backed Debt, net (par—$228,000) (See Notes 5 and 10) |
|
|
225,970 |
|
|
|
225,497 |
|
Interest payable on debt |
|
|
4,500 |
|
|
|
5,455 |
|
Base management fee payable (See Note 3) |
|
|
3,062 |
|
|
|
2,707 |
|
Performance-based incentive fee payable (See Note 3) |
|
|
2,576 |
|
|
|
624 |
|
Deferred tax liability |
|
|
5,340 |
|
|
|
— |
|
Accrued other expenses |
|
|
823 |
|
|
|
1,590 |
|
Total liabilities |
|
|
786,241 |
|
|
|
680,245 |
|
Commitments and contingencies (See Note 11) |
|
|
|
|
|
|
||
Net assets |
|
|
|
|
|
|
||
Common stock, 41,345,638 and 38,880,728 shares issued and outstanding, respectively |
|
|
41 |
|
|
|
39 |
|
Paid-in capital in excess of par value |
|
|
570,663 |
|
|
|
538,814 |
|
Accumulated deficit |
|
|
(65,791 |
) |
|
|
(48,242 |
) |
Total net assets |
|
$ |
504,913 |
|
|
$ |
490,611 |
|
Total liabilities and net assets |
|
$ |
1,291,154 |
|
|
$ |
1,170,856 |
|
Net asset value per share |
|
$ |
12.21 |
|
|
$ |
12.62 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
From non-controlled, non-affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest |
|
$ |
16,701 |
|
|
$ |
14,495 |
|
|
$ |
49,753 |
|
|
$ |
43,521 |
|
Dividend |
|
|
577 |
|
|
|
— |
|
|
|
1,731 |
|
|
|
— |
|
Other income |
|
|
285 |
|
|
|
1,161 |
|
|
|
3,795 |
|
|
|
2,534 |
|
From non-controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest |
|
|
— |
|
|
|
— |
|
|
|
112 |
|
|
|
280 |
|
Other income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
122 |
|
From controlled, affiliated investments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest |
|
|
4,228 |
|
|
|
2,931 |
|
|
|
10,633 |
|
|
|
8,253 |
|
Dividend |
|
|
3,938 |
|
|
|
2,319 |
|
|
|
10,675 |
|
|
|
6,169 |
|
Other Income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
195 |
|
Total investment income |
|
|
25,729 |
|
|
|
20,906 |
|
|
|
76,699 |
|
|
|
61,074 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Base management fee (See Note 3) |
|
|
3,062 |
|
|
|
2,622 |
|
|
|
8,904 |
|
|
|
7,972 |
|
Performance-based incentive fee (See Note 3) |
|
|
2,576 |
|
|
|
1,652 |
|
|
|
8,461 |
|
|
|
4,716 |
|
Interest and expenses on debt (See Note 10) |
|
|
7,369 |
|
|
|
5,903 |
|
|
|
20,713 |
|
|
|
16,025 |
|
Administrative services expenses (See Note 3) |
|
|
144 |
|
|
|
150 |
|
|
|
431 |
|
|
|
750 |
|
Other general and administrative expenses |
|
|
655 |
|
|
|
200 |
|
|
|
1,964 |
|
|
|
1,000 |
|
Expenses before provision for taxes |
|
|
13,806 |
|
|
|
10,527 |
|
|
|
40,473 |
|
|
|
30,463 |
|
Provision for taxes on net investment income |
|
|
100 |
|
|
|
100 |
|
|
|
300 |
|
|
|
300 |
|
Total expenses |
|
|
13,906 |
|
|
|
10,627 |
|
|
|
40,773 |
|
|
|
30,763 |
|
Net investment income |
|
|
11,823 |
|
|
|
10,279 |
|
|
|
35,926 |
|
|
|
30,311 |
|
Realized and unrealized gain (loss) on investments and debt: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gain (loss) on: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
701 |
|
|
|
7,614 |
|
|
|
10,694 |
|
|
|
6,380 |
|
Non-controlled and controlled, affiliated investments |
|
|
— |
|
|
|
(20,588 |
) |
|
|
(22,315 |
) |
|
|
(21,640 |
) |
Net realized gain (loss) on investments |
|
|
701 |
|
|
|
(12,974 |
) |
|
|
(11,621 |
) |
|
|
(15,260 |
) |
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
(11,204 |
) |
|
|
(6,281 |
) |
|
|
(12,243 |
) |
|
|
28,407 |
|
Controlled and non-controlled, affiliated investments |
|
|
(6,431 |
) |
|
|
20,451 |
|
|
|
8,597 |
|
|
|
20,370 |
|
Provision for taxes on unrealized appreciation on investments |
|
|
— |
|
|
|
— |
|
|
|
(5,340 |
) |
|
|
— |
|
Debt (appreciation) depreciation (See Note 5 and 10) |
|
|
26 |
|
|
|
3,232 |
|
|
|
1,273 |
|
|
|
(11,317 |
) |
Net change in unrealized (depreciation) appreciation on investments and debt |
|
|
(17,609 |
) |
|
|
17,402 |
|
|
|
(7,713 |
) |
|
|
37,460 |
|
Net realized and unrealized (loss) gain from investments and debt |
|
|
(16,908 |
) |
|
|
4,428 |
|
|
|
(19,334 |
) |
|
|
22,200 |
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
(5,085 |
) |
|
$ |
14,707 |
|
|
$ |
16,592 |
|
|
$ |
52,511 |
|
Net increase (decrease) in net assets resulting from operations per common share (See Note 7) |
|
$ |
(0.12 |
) |
|
$ |
0.38 |
|
|
$ |
0.42 |
|
|
$ |
1.35 |
|
Net investment income per common share |
|
$ |
0.29 |
|
|
$ |
0.27 |
|
|
$ |
0.90 |
|
|
$ |
0.78 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share issue data)
(Unaudited)
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Net increase (decrease) in net assets from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
$ |
11,823 |
|
|
$ |
10,279 |
|
|
$ |
35,926 |
|
|
$ |
30,311 |
|
Net realized gain (loss) on investments |
|
|
701 |
|
|
|
(12,974 |
) |
|
|
(11,621 |
) |
|
|
(15,260 |
) |
Net change in unrealized appreciation (depreciation) on investments |
|
|
(17,635 |
) |
|
|
14,170 |
|
|
|
(3,646 |
) |
|
|
48,777 |
|
Net change in provision for taxes on unrealized appreciation on investments |
|
|
— |
|
|
|
— |
|
|
|
(5,340 |
) |
|
|
— |
|
Net change in unrealized (appreciation) depreciation on debt |
|
|
26 |
|
|
|
3,232 |
|
|
|
1,273 |
|
|
|
(11,317 |
) |
Net increase (decrease) in net assets resulting from operations |
|
|
(5,085 |
) |
|
|
14,707 |
|
|
|
16,592 |
|
|
|
52,511 |
|
Distributions to stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distribution of net investment income |
|
|
(11,780 |
) |
|
|
(11,050 |
) |
|
|
(34,141 |
) |
|
|
(33,150 |
) |
Total distributions to stockholders |
|
|
(11,780 |
) |
|
|
(11,050 |
) |
|
|
(34,141 |
) |
|
|
(33,150 |
) |
Capital transactions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Public offering (See Note 1) |
|
|
1,820 |
|
|
|
— |
|
|
|
32,336 |
|
|
|
— |
|
Offering costs |
|
|
(28 |
) |
|
|
— |
|
|
|
(486 |
) |
|
|
— |
|
Net increase in net assets resulting from capital transactions |
|
|
1,792 |
|
|
|
— |
|
|
|
31,850 |
|
|
|
— |
|
Net increase (decrease) in net assets |
|
|
(15,073 |
) |
|
|
3,657 |
|
|
|
14,300 |
|
|
|
19,361 |
|
Net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
519,986 |
|
|
|
492,974 |
|
|
|
490,611 |
|
|
|
477,270 |
|
End of period |
|
$ |
504,913 |
|
|
$ |
496,631 |
|
|
$ |
504,912 |
|
|
$ |
496,631 |
|
Capital share activity: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shares issued from public offering |
|
|
136,072 |
|
|
|
— |
|
|
|
2,464,910 |
|
|
|
— |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
Nine months ended June 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
16,593 |
|
|
$ |
52,511 |
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash |
|
|
|
|
|
|
||
Net change in unrealized depreciation (appreciation) on investments |
|
|
3,645 |
|
|
|
(48,777 |
) |
Net change in unrealized (depreciation) appreciation on debt |
|
|
(1,273 |
) |
|
|
11,317 |
|
Net realized loss on investments |
|
|
11,621 |
|
|
|
15,260 |
|
Net accretion of discount and amortization of premium |
|
|
(2,920 |
) |
|
|
(1,927 |
) |
Purchases of investments |
|
|
(553,106 |
) |
|
|
(475,456 |
) |
Payment-in-kind interest |
|
|
(1,203 |
) |
|
|
(2,589 |
) |
Proceeds from dispositions of investments |
|
|
397,184 |
|
|
|
565,539 |
|
Amortization of deferred financing costs |
|
|
385 |
|
|
|
646 |
|
(Increase) decrease in interest receivable |
|
|
(1,913 |
) |
|
|
(2,646 |
) |
Decrease (increase) in receivable for investments sold |
|
|
27,357 |
|
|
|
(11,954 |
) |
(Decrease) increase in prepaid expenses and other assets |
|
|
(10,127 |
) |
|
|
173 |
|
(Decrease) increase in payable for investments purchased |
|
|
(3,746 |
) |
|
|
23,477 |
|
Decrease in interest payable on debt |
|
|
(955 |
) |
|
|
(503 |
) |
Increase (decrease) in base management fee payable |
|
|
355 |
|
|
|
(155 |
) |
Increase (decrease) in performance-based incentive fee payable |
|
|
1,952 |
|
|
|
(419 |
) |
Increase in deferred tax liability |
|
|
5,340 |
|
|
|
— |
|
(Decrease) in accrued other expenses |
|
|
(768 |
) |
|
|
(66 |
) |
Net cash (used in) provided by operating activities |
|
|
(111,578 |
) |
|
|
124,431 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from public offering |
|
|
32,336 |
|
|
|
— |
|
Offering costs |
|
|
(485 |
) |
|
|
— |
|
Distributions paid to stockholders |
|
|
(33,904 |
) |
|
|
(33,150 |
) |
Repayment of 2023 Notes issuance (See Notes 5 and 10) |
|
|
(20,787 |
) |
|
|
(20,787 |
) |
Proceeds from 2026 Notes issuance (See Notes 5 and 10) |
|
|
84,333 |
|
|
|
96,841 |
|
Borrowings under Credit Facility (See Notes 5 and 10) |
|
|
147,254 |
|
|
|
255,500 |
|
Repayments under Credit Facility (See Notes 5 and 10) |
|
|
(107,000 |
) |
|
|
(430,699 |
) |
Net cash provided by (used in) financing activities |
|
|
101,747 |
|
|
|
(132,295 |
) |
Net decrease in cash equivalents |
|
|
(9,832 |
) |
|
|
(7,864 |
) |
Effect of exchange rate changes on cash |
|
|
622 |
|
|
|
(945 |
) |
Cash and cash equivalents, beginning of period |
|
|
49,826 |
|
|
|
57,512 |
|
Cash and cash equivalents, end of period |
|
$ |
40,616 |
|
|
$ |
48,703 |
|
Supplemental disclosures: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
(20,610 |
) |
|
$ |
15,883 |
|
Taxes paid |
|
$ |
2,557 |
|
|
$ |
405 |
|
Non-cash exchanges and conversions |
|
$ |
50,352 |
|
|
$ |
20,491 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—187.1% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First Lien Secured Debt—166.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ad.net Acquisition, LLC |
|
05/06/2026 |
|
Media |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,950 |
|
|
|
4,890 |
|
|
|
4,950 |
|
|
Ad.net Acquisition, LLC (Revolver) (7), (9) |
|
05/06/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,244 |
|
|
|
— |
|
|
|
— |
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
IT Services |
|
|
9.24 |
% |
|
3M L+800 |
|
|
|
4,863 |
|
|
|
4,821 |
|
|
|
4,632 |
|
|
Altamira Technologies, LLC (Revolver) (7) |
|
07/24/2025 |
|
IT Services |
|
|
10.25 |
% |
|
3M L+800 |
|
|
|
575 |
|
|
|
575 |
|
|
|
548 |
|
|
Altamira Technologies, LLC (Revolver) (7), (9) |
|
07/24/2025 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,581 |
|
|
|
— |
|
|
|
(75 |
) |
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
7,624 |
|
|
|
7,574 |
|
|
|
7,624 |
|
|
American Teleconferencing Services, Ltd.(7) |
|
06/08/2023 |
|
Telecommunications |
|
0.00% |
|
(6) |
|
— |
|
|
|
7,986 |
|
|
|
7,915 |
|
|
|
- |
|
|
American Teleconferencing Services, Ltd. (Revolver) (7) |
|
12/08/2022 |
|
Telecommunications |
|
0.00% |
|
(6) |
|
— |
|
|
|
1,656 |
|
|
|
1,642 |
|
|
|
994 |
|
|
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
|
06/10/2025 |
|
Media |
|
|
8.65 |
% |
|
3M L+625 |
|
|
|
14,140 |
|
|
|
13,974 |
|
|
|
14,069 |
|
|
Any Hour Services |
|
07/21/2027 |
|
Energy Equipment and Services |
|
|
6.55 |
% |
|
3M L+525 |
|
|
|
13,103 |
|
|
|
12,961 |
|
|
|
12,972 |
|
|
Any Hour Services Term Loan II(7), (9) |
|
01/14/2024 |
|
Energy Equipment and Services |
|
|
— |
|
|
|
— |
|
|
|
979 |
|
|
|
— |
|
|
|
— |
|
Any Hour Services (Revolver) (7), (9) |
|
07/21/2027 |
|
Energy Equipment and Services |
|
|
— |
|
|
|
— |
|
|
|
1,147 |
|
|
|
— |
|
|
|
(11 |
) |
Apex Service Partners, LLC |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.72 |
% |
|
1M L+525 |
|
|
|
6,224 |
|
|
|
6,179 |
|
|
|
6,193 |
|
|
Apex Service Partners, LLC Term Loan B |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
7.75 |
% |
|
1M L+550 |
|
|
|
297 |
|
|
|
297 |
|
|
|
295 |
|
|
Apex Service Partners, LLC Term Loan C |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.80 |
% |
|
1M L+525 |
|
|
|
12,938 |
|
|
|
12,832 |
|
|
|
12,874 |
|
|
Apex Service Partners, LLC (Revolver) (7) |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.72 |
% |
|
1M L+525 |
|
|
|
369 |
|
|
|
369 |
|
|
|
367 |
|
|
Apex Service Partners, LLC (Revolver) (7), (9) |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
1,476 |
|
|
|
— |
|
|
|
(7 |
) |
API Holding III Corp. |
|
05/11/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
5.92 |
% |
|
1M L+425 |
|
|
|
5,820 |
|
|
|
5,799 |
|
|
|
5,165 |
|
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
6,680 |
|
|
|
6,574 |
|
|
|
6,596 |
|
|
Applied Technical Services, LLC (7), (9) |
|
8/23/2022 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
2,819 |
|
|
|
— |
|
|
|
(4 |
) |
Applied Technical Services, LLC (Revolver) (7) |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
9.50 |
% |
|
3M L+475 |
|
|
|
509 |
|
|
|
509 |
|
|
|
503 |
|
|
Applied Technical Services, LLC (Revolver) (7), (9) |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
764 |
|
|
|
— |
|
|
|
(10 |
) |
Arcfield Acquisition Corp. (Revolver) (9) |
|
03/07/2028 |
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
887 |
|
|
|
— |
|
|
|
(22 |
) |
Beta Plus Technologies, Inc. |
|
07/01/2029 |
|
Internet Software and Services |
|
|
6.85 |
% |
|
1M L+525 |
|
|
|
10,000 |
|
|
|
9,800 |
|
|
|
9,800 |
|
|
Blackhawk Industrial Distribution, Inc. (7),(9) |
|
09/17/2024 |
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
3,258 |
|
|
|
— |
|
|
|
(16 |
) |
Blackhawk Industrial Distribution, Inc. (Revolver) (7) |
|
09/17/2024 |
|
Distributors |
|
|
7.20 |
% |
|
3M L+500 |
|
|
|
274 |
|
|
|
274 |
|
|
|
272 |
|
|
Blackhawk Industrial Distribution, Inc. (9) |
|
09/17/2024 |
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
2,469 |
|
|
|
— |
|
|
|
(25 |
) |
Broder Bros., Co. |
|
12/02/2022 |
|
Textiles, Apparel and Luxury Goods |
|
|
7.39 |
% |
|
3M L+600 |
|
|
|
3,427 |
|
|
|
3,427 |
|
|
|
3,427 |
|
|
By Light Professional IT Services, LLC |
|
05/16/2024 |
|
High Tech Industries |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
43,570 |
|
|
|
43,097 |
|
|
|
43,135 |
|
|
By Light Professional IT Services, LLC (Revolver) |
|
05/16/2024 |
|
High Tech Industries |
|
|
7.91 |
% |
|
3M L+625 |
|
|
|
877 |
|
|
|
877 |
|
|
|
868 |
|
|
By Light Professional IT Services, LLC (Revolver) (9) |
|
05/16/2024 |
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
3,189 |
|
|
|
— |
|
|
|
(32 |
) |
Cadence Aerospace, LLC (7) |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
9.74 |
% |
|
3M L+850 |
|
|
|
3,025 |
|
|
|
3,014 |
|
|
|
3,001 |
|
|
|
|
|
|
|
|
(PIK 9.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cartessa Aesthetics, LLC |
|
05/13/2028 |
|
Distributors |
|
|
8.05 |
% |
|
1M L+600 |
|
|
|
23,000 |
|
|
|
22,542 |
|
|
|
22,540 |
|
|
Cartessa Aesthetics, LLC (Revolver) (7) |
|
05/13/2028 |
|
Distributors |
|
|
8.05 |
% |
|
1M L+600 |
|
|
|
511 |
|
|
|
511 |
|
|
|
511 |
|
|
Cartessa Aesthetics, LLC (Revolver) (7)(9) |
|
05/13/2028 |
|
Distributors |
|
|
— |
|
|
|
|
|
|
927 |
|
|
|
- |
|
|
|
- |
|
|
CF512, Inc. |
|
08/20/2026 |
|
Media |
|
|
7.39 |
% |
|
3M L+600 |
|
|
|
8,125 |
|
|
|
8,008 |
|
|
|
8,003 |
|
|
CF512, Inc. (7), (9) |
|
08/20/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
191 |
|
|
|
— |
|
|
|
(1 |
) |
CF512, Inc. (Revolver) (7), (9) |
|
08/20/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
955 |
|
|
|
— |
|
|
|
(14 |
) |
CHA Holdings, Inc. |
|
04/10/2025 |
|
Environmental Industries |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
1,585 |
|
|
|
1,581 |
|
|
|
1,585 |
|
|
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
08/31/2023 |
|
Business Services |
|
|
8.00 |
% |
|
1M L+675 |
|
|
|
320 |
|
|
|
320 |
|
|
|
309 |
|
|
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
08/31/2023 |
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
391 |
|
|
|
— |
|
|
|
(14 |
) |
Compex Legal Services, Inc. |
|
02/09/2026 |
|
Professional Services |
|
|
7.48 |
% |
|
3M L+525 |
|
|
|
8,058 |
|
|
|
8,029 |
|
|
|
8,026 |
|
|
Compex Legal Services, Inc. (Revolver) (7) |
|
02/07/2025 |
|
Professional Services |
|
|
7.50 |
% |
|
3M L+525 |
|
|
|
843 |
|
|
|
843 |
|
|
|
840 |
|
|
Compex Legal Services, Inc. (Revolver) (7), (9) |
|
02/07/2025 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
562 |
|
|
|
— |
|
|
|
(2 |
) |
Connatix Buyer, Inc. |
|
07/13/2027 |
|
Media |
|
|
6.91 |
% |
|
3M L+550 |
|
|
|
3,970 |
|
|
|
3,900 |
|
|
|
3,901 |
|
|
Connatix Buyer, Inc. (7), (9) |
|
01/13/2023 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
2,105 |
|
|
|
— |
|
|
|
(16 |
) |
Connatix Buyer, Inc. (7), (9) |
|
07/13/2027 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,234 |
|
|
|
— |
|
|
|
(22 |
) |
Crane 1 Services, Inc. (7) |
|
08/16/2027 |
|
Commercial Services & Supplies |
|
|
7.98 |
% |
|
3M L+575 |
|
|
|
893 |
|
|
|
887 |
|
|
|
880 |
|
|
Crane 1 Services, Inc. (Revolver) (7) |
|
08/16/2027 |
|
Commercial Services & Supplies |
|
|
7.98 |
% |
|
3M L+575 |
|
|
|
67 |
|
|
|
67 |
|
|
|
66 |
|
|
Crane 1 Services, Inc. (Revolver) (7) |
|
08/16/2027 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
269 |
|
|
|
— |
|
|
|
(4 |
) |
Crash Champions, LLC |
|
08/05/2025 |
|
Automobiles |
|
|
7.20 |
% |
|
3M L+525 |
|
|
|
19,871 |
|
|
|
19,655 |
|
|
|
19,772 |
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
6,494 |
|
|
|
6,486 |
|
|
|
6,494 |
|
|
Douglas Products and Packaging Company LLC (Revolver) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
9.46 |
% |
|
P+475 |
|
|
|
3,006 |
|
|
|
3,006 |
|
|
|
3,006 |
|
|
Douglas Products and Packaging Company LLC (Revolver) (9) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
— |
|
|
|
— |
|
|
|
3,046 |
|
|
|
— |
|
|
|
— |
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
3,931 |
|
|
|
3,925 |
|
|
|
3,931 |
|
|
Dr. Squatch, LLC |
|
08/31/2027 |
|
Personal Products |
|
|
8.00 |
% |
|
3M L+600 |
|
|
|
4,439 |
|
|
|
4,363 |
|
|
|
4,439 |
|
|
Dr. Squatch, LLC (Revolver) (7) |
|
08/31/2027 |
|
Personal Products |
|
|
7.50 |
% |
|
3M L+600 |
|
|
|
671 |
|
|
|
671 |
|
|
|
671 |
|
|
Dr. Squatch, LLC (Revolver) (7), (9) |
|
08/31/2027 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
2,683 |
|
|
|
— |
|
|
|
— |
|
DRS Holdings III, Inc. |
|
11/03/2025 |
|
Personal Products |
|
|
7.42 |
% |
|
3M L+575 |
|
|
|
17,156 |
|
|
|
17,029 |
|
|
|
16,658 |
|
|
DRS Holdings III, Inc. (Revolver) (7), (9) |
|
11/03/2025 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
1,426 |
|
|
|
— |
|
|
|
(41 |
) |
Duraco Specialty Tapes LLC |
|
06/30/2024 |
|
Containers and Packaging |
|
|
7.15 |
% |
|
3M L+550 |
|
|
|
3,259 |
|
|
|
3,215 |
|
|
|
3,191 |
|
|
ECL Entertainment, LLC |
|
05/01/2028 |
|
Hotels, Restaurants and Leisure |
|
|
9.75 |
% |
|
1M L+750 |
|
|
|
5,217 |
|
|
|
5,169 |
|
|
|
5,083 |
|
|
ECM Industries, LLC (Revolver) |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
6.44 |
% |
|
1M L+475 |
|
|
|
686 |
|
|
|
686 |
|
|
|
672 |
|
|
ECM Industries, LLC (Revolver) (9) |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
229 |
|
|
|
— |
|
|
|
(5 |
) |
eCommission Financial Services, Inc. (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
6,146 |
|
|
|
6,146 |
|
|
|
6,146 |
|
|
eCommission Financial Services, Inc. (Revolver) (7), (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
6.12 |
% |
|
1M L+500 |
|
|
|
2,500 |
|
|
|
2,500 |
|
|
|
2,500 |
|
|
eCommission Financial Services, Inc. (Revolver) (7), (9), (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
— |
|
|
|
|
|
|
2,500 |
|
|
|
— |
|
|
|
— |
|
|
Efficient Collaborative Retail Marketing Company, LLC |
|
06/15/2024 |
|
Media: Diversified and Production |
|
|
9.00 |
% |
|
3M L+675 |
|
|
|
7,170 |
|
|
|
7,134 |
|
|
|
6,991 |
|
|
Exigo Intermediate II, LLC (9) |
|
03/15/2024 |
|
Software |
|
|
— |
|
|
|
— |
|
|
|
2,758 |
|
|
|
— |
|
|
|
(21 |
) |
Exigo Intermediate II, LLC (Revolver) |
|
03/15/2027 |
|
Software |
|
|
7.42 |
% |
|
3M L+575 |
|
|
|
138 |
|
|
|
138 |
|
|
|
136 |
|
|
Exigo Intermediate II, LLC (Revolver) (9) |
|
03/15/2027 |
|
Software |
|
|
— |
|
|
|
— |
|
|
|
552 |
|
|
|
— |
|
|
|
(8 |
) |
Findex Group Limited (5)(10)(11) |
|
05/31/2024 |
|
Diversified Financial Services |
|
|
6.19 |
% |
|
3M L+450 |
|
|
|
AUD 10,000 |
|
|
|
7,377 |
|
|
|
6,877 |
|
|
Gantech Acquisition Corp. |
|
05/14/2026 |
|
IT Services |
|
|
7.92 |
% |
|
1M L+625 |
|
|
|
22,094 |
|
|
|
21,723 |
|
|
|
21,653 |
|
|
Gantech Acquisition Corp. (Revolver) (7), (9) |
|
05/14/2026 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
3,733 |
|
|
|
— |
|
|
|
(75 |
) |
Global Holdings InterCo LLC |
|
03/16/2026 |
|
Diversified Financial Services |
|
|
7.51 |
% |
|
3M L+600 |
|
|
|
3,435 |
|
|
|
3,395 |
|
|
|
3,332 |
|
|
Graffiti Buyer, Inc. (7), (9) |
|
08/10/2023 |
|
Trading Companies & Distributors |
|
|
— |
|
|
|
— |
|
|
|
1,071 |
|
|
|
— |
|
|
|
(8 |
) |
Graffiti Buyer, Inc. (Revolver) (7) |
|
08/10/2027 |
|
Trading Companies & Distributors |
|
|
7.43 |
% |
|
3M L+575 |
|
|
|
303 |
|
|
|
303 |
|
|
|
294 |
|
|
Graffiti Buyer, Inc. (Revolver) (7), (9) |
|
08/10/2027 |
|
Trading Companies & Distributors |
|
|
— |
|
|
|
— |
|
|
|
562 |
|
|
|
— |
|
|
|
(15 |
) |
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
7.25 |
% |
|
3M L+500 |
|
|
|
4,443 |
|
|
|
4,379 |
|
|
|
4,399 |
|
|
Hancock Roofing and Construction L.L.C. (7), (9) |
|
12/31/2022 |
|
Insurance |
|
|
— |
|
|
|
— |
|
|
|
400 |
|
|
|
— |
|
|
|
(4 |
) |
Hancock Roofing and Construction L.L.C. (Revolver) (7) |
|
12/31/2026 |
|
Insurance |
|
|
6.12 |
% |
|
3M L+500 |
|
|
|
280 |
|
|
|
280 |
|
|
|
277 |
|
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
Hancock Roofing and Construction L.L.C. (Revolver) (7), (9) |
|
12/31/2026 |
|
Insurance |
|
|
— |
|
|
|
|
|
|
470 |
|
|
|
— |
|
|
|
(5 |
) |
|
Holdco Sands Intermediate, LLC |
|
11/23/2028 |
|
Aerospace and Defense |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,975 |
|
|
|
4,882 |
|
|
|
4,876 |
|
|
Holdco Sands Intermediate, LLC (Revolver) (9) |
|
11/23/2027 |
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
1,791 |
|
|
|
— |
|
|
|
(36 |
) |
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
8,479 |
|
|
|
8,434 |
|
|
|
8,310 |
|
|
HW Holdco, LLC (9) |
|
12/10/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,686 |
|
|
|
— |
|
|
|
(17 |
) |
HW Holdco, LLC (Revolver) (7) |
|
12/10/2024 |
|
Media |
|
|
6.67 |
% |
|
1M L+500 |
|
|
|
116 |
|
|
|
116 |
|
|
|
114 |
|
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
JUNE 30, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
IDC Infusion Services, Inc. |
|
12/30/2026 |
|
Healthcare Equipment and Supplies |
|
|
7.21 |
% |
|
3M L+600 |
|
|
|
2,991 |
|
|
$ |
2,964 |
|
|
$ |
2,961 |
|
|
IDC Infusion Services, Inc. (Revolver) (9) |
|
12/30/2026 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
4,167 |
|
|
|
— |
|
|
|
(42 |
) |
IG Investments Holdings, LLC (7) |
|
09/22/2028 |
|
Professional Services |
|
|
8.02 |
% |
|
3M L+600 |
|
|
|
4,484 |
|
|
|
4,399 |
|
|
|
4,417 |
|
|
IG Investments Holdings, LLC (Revolver) (7) |
|
09/22/2027 |
|
Professional Services |
|
|
9.52 |
% |
|
3M L+500 |
|
|
|
131 |
|
|
|
131 |
|
|
|
129 |
|
|
IG Investments Holdings, LLC (Revolver) (7), (9) |
|
09/22/2027 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
346 |
|
|
|
— |
|
|
|
(5 |
) |
Imagine Acquisitionco, LLC |
|
11/15/2027 |
|
Software |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
3,989 |
|
|
|
3,916 |
|
|
|
3,869 |
|
|
Imagine Acquisitionco, LLC (9) |
|
11/15/2027 |
|
Software |
|
|
— |
|
|
|
— |
|
|
|
1,657 |
|
|
|
— |
|
|
|
(33 |
) |
Imagine Acquisitionco, LLC (Revolver) (9) |
|
11/15/2027 |
|
Software |
|
|
— |
|
|
|
— |
|
|
|
1,193 |
|
|
|
— |
|
|
|
(36 |
) |
Inception Fertility Ventures, LLC |
|
12/07/2023 |
|
Healthcare Providers and Services |
|
|
9.08 |
% |
|
3M L+700 |
|
|
|
14,991 |
|
|
|
14,700 |
|
|
|
14,616 |
|
|
Infolinks Media Buyco, LLC |
|
11/01/2026 |
|
Media |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
2,631 |
|
|
|
2,585 |
|
|
|
2,631 |
|
|
Infolinks Media Buyco, LLC (9) |
|
11/01/2023 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
969 |
|
|
|
— |
|
|
|
10 |
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
Consumer Services |
|
|
7.00 |
% |
|
3M L+450 |
|
|
|
15,688 |
|
|
|
15,644 |
|
|
|
15,688 |
|
|
Integrative Nutrition, LLC (Revolver) (7), (9) |
|
09/29/2023 |
|
Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
5,000 |
|
|
|
— |
|
|
|
— |
|
Integrity Marketing Acquisition, LLC (7) |
|
08/27/2025 |
|
Insurance |
|
|
7.58 |
% |
|
SOFR+575 |
|
|
|
15,846 |
|
|
|
15,711 |
|
|
|
15,694 |
|
|
ITI Holdings, Inc. (Revolver) (9) |
|
03/03/2028 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
664 |
|
|
|
— |
|
|
|
(13 |
) |
K2 Pure Solutions NoCal, L.P. (Revolver) (7) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
9.67 |
% |
|
1M L+800 |
|
|
|
714 |
|
|
|
714 |
|
|
|
708 |
|
|
K2 Pure Solutions NoCal, L.P. (Revolver) (7), (9) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
— |
|
|
|
— |
|
|
|
714 |
|
|
|
— |
|
|
|
(6 |
) |
Kinetic Purchaser, LLC |
|
11/10/2027 |
|
Personal Products |
|
|
7.75 |
% |
|
3M L+600 |
|
|
|
17,471 |
|
|
|
17,152 |
|
|
|
17,122 |
|
|
Kinetic Purchaser, LLC - (Revolver) (9) |
|
11/10/2026 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
3,435 |
|
|
|
— |
|
|
|
(69 |
) |
Lash OpCo, LLC |
|
02/18/2027 |
|
Personal Products |
|
|
9.25 |
% |
|
1M L+700 |
|
|
|
10,537 |
|
|
|
10,338 |
|
|
|
10,432 |
|
|
Lash OpCo, LLC (Revolver) (7) |
|
08/16/2026 |
|
Personal Products |
|
|
9.38 |
% |
|
1M L+700 |
|
|
|
599 |
|
|
|
599 |
|
|
|
593 |
|
|
Lash OpCo, LLC (Revolver) (7), (9) |
|
08/16/2026 |
|
Personal Products |
|
|
— |
|
|
|
|
|
|
1,321 |
|
|
|
— |
|
|
|
(13 |
) |
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
9.70 |
% |
|
1M L+750 |
|
|
|
9,564 |
|
|
|
9,538 |
|
|
|
9,315 |
|
|
|
|
|
|
|
|
(PIK 5.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LAV Gear Holdings, Inc. (Revolver) (7) |
|
10/31/2024 |
|
Capital Equipment |
|
|
9.70 |
% |
|
1M L+750 |
|
|
|
1,716 |
|
|
|
1,716 |
|
|
|
1,672 |
|
|
|
|
|
|
|
|
(PIK 5.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ledge Lounger, Inc. |
|
11/09/2026 |
|
Leisure Products |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
3,757 |
|
|
|
3,685 |
|
|
|
3,719 |
|
|
Ledge Lounger, Inc. (Revolver) (9) |
|
11/09/2026 |
|
Leisure Products |
|
|
— |
|
|
|
— |
|
|
|
789 |
|
|
|
— |
|
|
|
(8 |
) |
Lightspeed Buyer Inc. |
|
02/03/2026 |
|
Healthcare Technology |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
24,407 |
|
|
|
24,096 |
|
|
|
23,919 |
|
|
Lightspeed Buyer Inc. (Revolver) (7) |
|
02/03/2026 |
|
Healthcare Technology |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
666 |
|
|
|
666 |
|
|
|
653 |
|
|
Lightspeed Buyer Inc. (Revolver) (7) (9) |
|
02/03/2026 |
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
1,833 |
|
|
|
— |
|
|
|
(37 |
) |
Lucky Bucks, LLC |
|
07/20/2027 |
|
Hotels, Restaurants and Leisure |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
4,386 |
|
|
|
4,309 |
|
|
|
3,992 |
|
|
MAG DS Corp. |
|
04/01/2027 |
|
Aerospace and Defense |
|
|
7.75 |
% |
|
1M L+550 |
|
|
|
3,724 |
|
|
|
3,580 |
|
|
|
3,388 |
|
|
Mars Acquisition Holdings Corp. |
|
05/14/2026 |
|
Media |
|
|
7.17 |
% |
|
3M L+550 |
|
|
|
6,067 |
|
|
|
5,968 |
|
|
|
6,006 |
|
|
Mars Acquisition Holdings Corp. (Revolver)(7)(9) |
|
05/14/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,624 |
|
|
|
— |
|
|
|
(16 |
) |
MBS Holdings, Inc. (Revolver)(7)(9) |
|
04/16/2027 |
|
Internet Software and Services |
|
|
— |
|
|
|
— |
|
|
|
1,157 |
|
|
|
— |
|
|
|
(12 |
) |
Meadowlark Acquirer, LLC - Term Loan I (9) |
|
12/10/2027 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
3,103 |
|
|
|
— |
|
|
|
(47 |
) |
Meadowlark Acquirer, LLC - Term Loan II (9) |
|
12/10/2027 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
9,483 |
|
|
|
— |
|
|
|
(142 |
) |
Meadowlark Acquirer, LLC (Revolver) (9) |
|
12/10/2027 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
1,693 |
|
|
|
— |
|
|
|
(42 |
) |
MeritDirect, LLC |
|
05/23/2024 |
|
Media |
|
|
7.75 |
% |
|
3M L+550 |
|
|
|
14,763 |
|
|
|
14,668 |
|
|
|
14,689 |
|
|
MeritDirect, LLC (Revolver) (7), (9) |
|
05/23/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
2,869 |
|
|
|
— |
|
|
|
(14 |
) |
Mission Critical Electronics, Inc. |
|
03/28/2024 |
|
Capital Equipment |
|
|
7.20 |
% |
|
SOFR +500 |
|
|
|
3,440 |
|
|
|
3,420 |
|
|
|
3,399 |
|
|
Mission Critical Electronics, Inc. (9) |
|
03/28/2024 |
|
Capital Equipment |
|
|
— |
|
|
|
|
|
|
883 |
|
|
|
— |
|
|
|
(7 |
) |
|
Mission Critical Electronics, Inc. (Revolver) (7) |
|
03/28/2024 |
|
Capital Equipment |
|
|
6.88 |
% |
|
1M L+500 |
|
|
|
689 |
|
|
|
689 |
|
|
|
681 |
|
|
Mission Critical Electronics, Inc. (Revolver) (7), (9) |
|
03/28/2024 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
636 |
|
|
|
— |
|
|
|
(8 |
) |
Municipal Emergency Services, Inc. (7) |
|
09/28/2027 |
|
Distributors |
|
|
7.25 |
% |
|
3M L+500 |
|
|
|
355 |
|
|
|
352 |
|
|
|
341 |
|
|
Municipal Emergency Services, Inc. (7), (9) |
|
09/28/2027 |
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
592 |
|
|
|
— |
|
|
|
(17 |
) |
Municipal Emergency Services, Inc. (Revolver) (7) |
|
09/28/2027 |
|
Distributors |
|
|
7.25 |
% |
|
3M L+500 |
|
|
|
142 |
|
|
|
142 |
|
|
|
137 |
|
|
Municipal Emergency Services, Inc. (Revolver) (7), (9) |
|
09/28/2027 |
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
805 |
|
|
|
— |
|
|
|
(31 |
) |
NBH Group LLC (Revolver) (7), (9) |
|
08/19/2026 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,677 |
|
|
|
— |
|
|
|
(8 |
) |
OIS Management Services, LLC |
|
07/09/2026 |
|
Healthcare Equipment and Supplies |
|
|
6.95 |
% |
|
SOFR + 475 |
|
|
|
1,980 |
|
|
|
1,955 |
|
|
|
1,950 |
|
|
OIS Management Services, LLC (Revolver) (7), (9) |
|
07/09/2026 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
444 |
|
|
|
— |
|
|
|
(7 |
) |
One Stop Mailing, LLC |
|
05/07/2027 |
|
Air Freight and Logistics |
|
|
7.92 |
% |
|
3M L+625 |
|
|
|
8,884 |
|
|
|
8,729 |
|
|
|
8,707 |
|
|
ORL Acquisition, Inc. (7) |
|
09/03/2027 |
|
Consumer Finance |
|
|
7.50 |
% |
|
3M L+525 |
|
|
|
7,213 |
|
|
|
7,082 |
|
|
|
7,213 |
|
|
ORL Acquisition, Inc. (Revolver) (7), (9) |
|
09/03/2027 |
|
Consumer Finance |
|
|
— |
|
|
|
— |
|
|
|
861 |
|
|
|
— |
|
|
|
— |
|
Output Services Group, Inc. |
|
03/27/2024 |
|
Business Services |
|
|
6.01 |
% |
|
1M L+450 |
|
|
|
4,862 |
|
|
|
4,535 |
|
|
|
3,987 |
|
|
Owl Acquisition, LLC |
|
02/04/2028 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
4,000 |
|
|
|
3,880 |
|
|
|
3,880 |
|
|
Ox Two, LLC |
|
05/18/2026 |
|
Construction and Building |
|
|
9.32 |
% |
|
1M L+700 |
|
|
|
25,838 |
|
|
|
25,485 |
|
|
|
25,321 |
|
|
Ox Two, LLC (Revolver) (7) |
|
05/18/2026 |
|
Construction and Building |
|
|
9.32 |
% |
|
1M L+700 |
|
|
|
3,387 |
|
|
|
3,387 |
|
|
|
3,319 |
|
|
PL Acquisitionco, LLC |
|
11/09/2027 |
|
Textiles, Apparel and Luxury Goods |
|
|
8.17 |
% |
|
3M L+650 |
|
|
|
6,126 |
|
|
|
6,029 |
|
|
|
6,018 |
|
|
PL Acquisitionco, LLC - (Revolver) (9) |
|
11/09/2027 |
|
Textiles, Apparel and Luxury Goods |
|
|
— |
|
|
|
— |
|
|
|
2,290 |
|
|
|
— |
|
|
|
(40 |
) |
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
639 |
|
|
|
638 |
|
|
|
639 |
|
|
PlayPower, Inc. |
|
05/08/2026 |
|
Leisure Products |
|
|
7.75 |
% |
|
1M L+550 |
|
|
|
3,449 |
|
|
|
3,427 |
|
|
|
2,992 |
|
|
PRA Events, Inc. |
|
08/07/2025 |
|
Business Services |
|
|
12.75 |
% |
|
1M L+1,050 |
|
|
|
3,331 |
|
|
|
2,907 |
|
|
|
3,297 |
|
|
|
|
|
|
|
|
(PIK 11.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Quantic Electronics, LLC |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
8.38 |
% |
|
1M L+600 |
|
|
|
5,369 |
|
|
|
5,284 |
|
|
|
5,262 |
|
|
Quantic Electronics, LLC (7), (9) |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
2,159 |
|
|
|
— |
|
|
|
(22 |
) |
Quantic Electronics, LLC (Revolver) (7) |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.57 |
% |
|
1M L+600 |
|
|
|
145 |
|
|
|
145 |
|
|
|
142 |
|
|
Quantic Electronics, LLC (Revolver) (7), (9) |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
|
|
|
525 |
|
|
|
— |
|
|
|
(10 |
) |
|
Questex, LLC |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
6.70 |
% |
|
3M L+500 |
|
|
|
7,218 |
|
|
|
7,158 |
|
|
|
6,893 |
|
|
Questex, LLC (Revolver) (7), (9) |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
1,197 |
|
|
|
— |
|
|
|
(54 |
) |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
JUNE 30, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
Rancho Health MSO, Inc. (7) |
|
12/18/2025 |
|
Healthcare Equipment and Supplies |
|
|
6.51 |
% |
|
3M L+550 |
|
|
|
1,042 |
|
|
$ |
1,042 |
|
|
$ |
1,042 |
|
|
Rancho Health MSO, Inc. (Revolver) (7), (9) |
|
12/18/2025 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
525 |
|
|
|
— |
|
|
|
— |
|
Recteq, LLC |
|
01/29/2026 |
|
Leisure Products |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
1,481 |
|
|
|
1,459 |
|
|
|
1,444 |
|
|
Recteq, LLC (Revolver) (7) |
|
01/29/2026 |
|
Leisure Products |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
432 |
|
|
|
432 |
|
|
|
421 |
|
|
Recteq, LLC (Revolver) (7), (9) |
|
01/29/2026 |
|
Leisure Products |
|
|
— |
|
|
|
|
|
|
864 |
|
|
|
— |
|
|
|
(22 |
) |
|
Research Now Group, Inc. and Dynata, LLC |
|
12/20/2024 |
|
Business Services |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
17,187 |
|
|
|
17,013 |
|
|
|
16,156 |
|
|
Riverpoint Medical, LLC |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
7.74 |
% |
|
3M L+575 |
|
|
|
7,980 |
|
|
|
7,919 |
|
|
|
7,781 |
|
|
Riverpoint Medical, LLC (Revolver) (7), (9) |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
909 |
|
|
|
— |
|
|
|
(23 |
) |
Riverside Assessments, LLC |
|
03/10/2025 |
|
Professional Services |
|
|
8.45 |
% |
|
3M L+625 |
|
|
|
15,396 |
|
|
|
15,226 |
|
|
|
15,088 |
|
|
Sales Benchmark Index LLC |
|
01/03/2025 |
|
Professional Services |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
7,484 |
|
|
|
7,401 |
|
|
|
7,484 |
|
|
Sales Benchmark Index LLC (Revolver) (7), (9) |
|
01/03/2025 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
1,293 |
|
|
|
— |
|
|
|
— |
|
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.15 |
% |
|
1M L+550 |
|
|
|
3,588 |
|
|
|
3,559 |
|
|
|
3,552 |
|
|
Sargent & Greenleaf Inc. (Revolver) |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.00 |
% |
|
1M L+550 |
|
|
|
1,056 |
|
|
|
1,056 |
|
|
|
1,046 |
|
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
Professional Services |
|
|
8.70 |
% |
|
SOFR + 500 |
|
|
|
14,578 |
|
|
|
14,478 |
|
|
|
14,359 |
|
|
Schlesinger Global, Inc. (Revolver) |
|
07/14/2025 |
|
Professional Services |
|
|
8.58 |
% |
|
1M L+600 |
|
|
|
1,485 |
|
|
|
1,485 |
|
|
|
1,463 |
|
|
Schlesinger Global, Inc. (Revolver) (7), (9) |
|
07/14/2025 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
385 |
|
|
|
— |
|
|
|
(6 |
) |
Sigma Defense Systems, LLC |
|
12/18/2025 |
|
IT Services |
|
|
10.75 |
% |
|
3M L+850 |
|
|
|
11,040 |
|
|
|
10,796 |
|
|
|
10,874 |
|
|
Sigma Defense Systems, LLC (Revolver) (7) |
|
12/18/2025 |
|
IT Services |
|
|
10.75 |
% |
|
3M L+850 |
|
|
|
996 |
|
|
|
996 |
|
|
|
981 |
|
|
Sigma Defense Systems, LLC (Revolver) (7), (9) |
|
12/18/2025 |
|
IT Services |
|
|
— |
|
|
|
|
|
|
1,625 |
|
|
|
— |
|
|
|
(24 |
) |
|
Signature Systems Holding Company |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
8.75 |
% |
|
1M L+650 |
|
|
|
10,520 |
|
|
|
10,454 |
|
|
|
10,467 |
|
|
Signature Systems Holding Company (Revolver) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
8.75 |
% |
|
1M L+650 |
|
|
|
978 |
|
|
|
978 |
|
|
|
974 |
|
|
Signature Systems Holding Company (Revolver) (9) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
769 |
|
|
|
— |
|
|
|
(4 |
) |
Smile Brands Inc. |
|
10/14/2025 |
|
Healthcare and Pharmaceuticals |
|
|
6.32 |
% |
|
1M L+450 |
|
|
|
1,936 |
|
|
|
1,936 |
|
|
|
1,882 |
|
|
Smile Brands Inc. (Revolver) (7), (9) |
|
10/14/2025 |
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,508 |
|
|
|
— |
|
|
|
(41 |
) |
Smile Brands Inc. LC (Revolver) (7), (9) |
|
10/14/2025 |
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
108 |
|
|
|
— |
|
|
|
(3 |
) |
Solutionreach, Inc. |
|
01/17/2024 |
|
Healthcare Technology |
|
|
7.42 |
% |
|
3M L+575 |
|
|
|
5,757 |
|
|
|
5,716 |
|
|
|
5,538 |
|
|
Solutionreach, Inc. (Revolver) (7), (9) |
|
01/17/2024 |
|
Healthcare Technology |
|
— |
|
|
|
— |
|
|
|
1,665 |
|
|
|
— |
|
|
|
(63 |
) |
|
Spear Education, LLC |
|
02/26/2025 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+525 |
|
|
|
14,785 |
|
|
|
14,671 |
|
|
|
14,785 |
|
|
Spendmend Holdings LLC |
|
03/01/2028 |
|
Healthcare Technology |
|
|
7.38 |
% |
|
SOFR + 575 |
|
|
|
2,024 |
|
|
|
1,995 |
|
|
|
1,971 |
|
|
Spendmend Holdings LLC (9) |
|
03/01/2023 |
|
Healthcare Technology |
|
— |
|
|
|
|
|
|
2,971 |
|
|
|
— |
|
|
|
(55 |
) |
||
Spendmend Holdings LLC (Revolver) |
|
03/01/2028 |
|
Healthcare Technology |
|
|
7.38 |
% |
|
3M L+575 |
|
|
|
119 |
|
|
|
119 |
|
|
|
116 |
|
|
Spendmend Holdings LLC (Revolver) (9) |
|
03/01/2028 |
|
Healthcare Technology |
|
— |
|
|
|
|
|
|
772 |
|
|
|
— |
|
|
|
(20 |
) |
||
STV Group Incorporated |
|
12/11/2026 |
|
Construction & Engineering |
|
|
6.92 |
% |
|
1M L+525 |
|
|
|
4,752 |
|
|
|
4,717 |
|
|
|
4,681 |
|
|
System Planning and Analysis, Inc. |
|
08/16/2027 |
|
Aerospace and Defense |
|
|
8.83 |
% |
|
SOFR+600 |
|
|
|
18,607 |
|
|
|
18,269 |
|
|
|
18,309 |
|
|
System Planning and Analysis, Inc. (Revolver) |
|
08/16/2027 |
|
Aerospace and Defense |
|
— |
|
|
— |
|
|
|
5,188 |
|
|
|
— |
|
|
|
(83 |
) |
||
TAC LifePort Purchaser, LLC |
|
03/01/2026 |
|
Aerospace and Defense |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
475 |
|
|
|
467 |
|
|
|
473 |
|
|
TAC LifePort Purchaser, LLC (Revolver) (7), (9) |
|
03/01/2026 |
|
Aerospace and Defense |
|
— |
|
|
— |
|
|
|
1,302 |
|
|
|
— |
|
|
|
(5 |
) |
||
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
Wireless Telecommunication Services |
|
|
8.25 |
% |
|
1M L+350 |
|
|
|
3,100 |
|
|
|
3,080 |
|
|
|
3,100 |
|
|
Teneo Holdings LLC |
|
07/18/2025 |
|
Diversified Financial Services |
|
|
6.85 |
% |
|
1M L+525 |
|
|
|
5,808 |
|
|
|
5,727 |
|
|
|
5,692 |
|
|
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
Aerospace and Defense |
|
|
8.12 |
% |
|
3M L+600 |
|
|
|
4,934 |
|
|
|
4,876 |
|
|
|
4,884 |
|
|
The Bluebird Group LLC |
|
07/27/2026 |
|
Professional Services |
|
|
8.75 |
% |
|
3M L+650 |
|
|
|
6,297 |
|
|
|
6,187 |
|
|
|
6,360 |
|
|
The Bluebird Group LLC (Revolver) (7), (9) |
|
07/27/2026 |
|
Professional Services |
|
— |
|
|
— |
|
|
|
862 |
|
|
|
— |
|
|
|
9 |
|
||
The Infosoft Group, LLC |
|
09/16/2024 |
|
Media: Broadcasting and Subscription |
|
|
7.22 |
% |
|
3M L+575 |
|
|
|
15,316 |
|
|
|
15,208 |
|
|
|
15,163 |
|
|
The Vertex Companies, LLC (7) |
|
08/30/2027 |
|
Construction & Engineering |
|
|
7.01 |
% |
|
1M L+550 |
|
|
|
2,094 |
|
|
|
2,073 |
|
|
|
2,056 |
|
|
The Vertex Companies, LLC (7), (9) |
|
08/30/2027 |
|
Construction & Engineering |
|
|
— |
|
|
|
|
|
|
640 |
|
|
|
— |
|
|
|
(5 |
) |
|
The Vertex Companies, LLC (Revolver) (7), (9) |
|
08/30/2027 |
|
Construction & Engineering |
|
|
— |
|
|
|
— |
|
|
|
911 |
|
|
|
— |
|
|
|
(16 |
) |
TPC Canada Parent, Inc. and TPC US Parent, LLC (5), (10) |
|
11/24/2025 |
|
Food Products |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
4,875 |
|
|
|
4,845 |
|
|
|
4,729 |
|
|
TVC Enterprises, LLC |
|
03/26/2026 |
|
Commercial Services & Supplies |
|
|
7.67 |
% |
|
1M L+600 |
|
|
|
24,783 |
|
|
|
24,422 |
|
|
|
24,287 |
|
|
TVC Enterprises, LLC (Revolver) (7), (9) |
|
03/26/2026 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
661 |
|
|
|
— |
|
|
|
(13 |
) |
TWS Acquisition Corporation |
|
06/16/2025 |
|
Diversified Consumer Services |
|
|
8.76 |
% |
|
1M L+625 |
|
|
|
5,468 |
|
|
|
5,392 |
|
|
|
5,441 |
|
|
TWS Acquisition Corporation (Revolver) (7), (9) |
|
06/16/2025 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
2,628 |
|
|
|
— |
|
|
|
(13 |
) |
Tyto Athene, LLC |
|
04/01/2028 |
|
IT Services |
|
|
6.47 |
% |
|
1M L+550 |
|
|
|
12,676 |
|
|
|
12,512 |
|
|
|
11,991 |
|
|
Tyto Athene, LLC (Revolver) (7), (9) |
|
04/01/2026 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,040 |
|
|
|
— |
|
|
|
(56 |
) |
UBEO, LLC |
|
04/03/2024 |
|
Capital Equipment |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
17,972 |
|
|
|
17,888 |
|
|
|
17,613 |
|
|
UBEO, LLC (Revolver) (9) |
|
04/03/2024 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
2,933 |
|
|
|
— |
|
|
|
(73 |
) |
Unique Indoor Comfort, LLC |
|
05/24/2027 |
|
Diversified Consumer Services |
|
|
7.45 |
% |
|
3M L + 525 |
|
|
|
4,988 |
|
|
|
4,914 |
|
|
|
4,913 |
|
|
Unique Indoor Comfort, LLC Term Loan (7) |
|
05/24/2027 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
|
|
|
20,000 |
|
|
|
— |
|
|
|
(100 |
) |
|
Unique Indoor Comfort, LLC (Revolver) (7), (9) |
|
05/24/2027 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
|
|
|
2,000 |
|
|
|
— |
|
|
|
(30 |
) |
|
Walker Edison Furniture Company LLC |
|
03/31/2027 |
|
Wholesale |
|
|
11.00 |
% |
|
1M L+875 |
|
|
|
12,619 |
|
|
|
12,363 |
|
|
|
12,240 |
|
|
Wildcat Buyerco, Inc. |
|
02/27/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.83 |
% |
|
3M L+575 |
|
|
|
9,020 |
|
|
|
8,898 |
|
|
|
8,778 |
|
|
Wildcat Buyerco, Inc. Term Loan C (9) |
|
05/11/2023 |
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
— |
|
|
|
937 |
|
|
|
— |
|
|
|
(4 |
) |
|
Wildcat Buyerco, Inc. (Revolver) (7) |
|
02/27/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
6.99 |
% |
|
3M L+575 |
|
|
|
64 |
|
|
|
64 |
|
|
|
60 |
|
|
Wildcat Buyerco, Inc. (Revolver) (7), (9) |
|
02/27/2026 |
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
|
|
|
470 |
|
|
|
— |
|
|
|
(27 |
) |
||
Zips Car Wash, LLC |
|
03/01/2024 |
|
Automobiles |
|
|
8.27 |
% |
|
3M L+725 |
|
|
|
20,857 |
|
|
|
20,635 |
|
|
|
20,439 |
|
|
Zips Car Wash, LLC (9) |
|
03/01/2024 |
|
Automobiles |
|
— |
|
|
|
— |
|
|
|
104 |
|
|
|
— |
|
|
|
(1 |
) |
|
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
858,691 |
|
|
|
841,848 |
|
|||
Second Lien Secured Debt—0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mailsouth Inc. (7) |
|
04/23/2025 |
|
Media: Advertising, Printing and Publishing |
|
|
0.00 |
% |
(6) |
|
— |
|
|
|
965 |
|
|
|
965 |
|
|
|
512 |
|
QuantiTech LLC |
|
02/04/2027 |
|
Aerospace and Defense |
|
|
11.12 |
% |
|
3M L+1,000 |
|
|
|
150 |
|
|
|
148 |
|
|
|
149 |
|
|
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,113 |
|
|
|
661 |
|
|||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
JUNE 30, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Preferred Equity— 1.6% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
6,720 |
|
|
$ |
672 |
|
|
$ |
726 |
|
Imagine Topco, LP |
|
|
— |
|
|
Software |
|
|
8.00 |
% |
|
|
— |
|
|
|
1,236,027 |
|
|
|
1,236 |
|
|
|
1,148 |
|
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
835 |
|
|
|
835 |
|
|
|
949 |
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
2,018 |
|
|
|
2,018 |
|
|
|
2,476 |
|
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
733 |
|
|
|
733 |
|
|
|
1,011 |
|
ORL Holdco, Inc. (7) |
|
|
— |
|
|
Consumer Finance |
|
|
— |
|
|
|
— |
|
|
|
1,327 |
|
|
|
133 |
|
|
|
141 |
|
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
12.00 |
% |
|
|
— |
|
|
|
1,323 |
|
|
|
1,323 |
|
|
|
1,727 |
|
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
Food Products |
|
|
— |
|
|
|
— |
|
|
|
409 |
|
|
|
409 |
|
|
|
112 |
|
TWD Parent Holdings, LLC (The Vertex Companies, LLC) (7) |
|
|
— |
|
|
Construction & Engineering |
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
|
37 |
|
|
|
40 |
|
UniTek Global Services, Inc. - |
|
|
— |
|
|
Telecommunications |
|
|
20.00 |
% |
|
|
— |
|
|
|
343,861 |
|
|
|
344 |
|
|
|
— |
|
Super Senior Preferred Equity (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
UniTek Global Services, Inc. - Senior Preferred Equity (7) |
|
|
— |
|
|
Telecommunications |
|
|
19.00 |
% |
|
|
— |
|
|
|
448,851 |
|
|
|
449 |
|
|
|
— |
|
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
Telecommunications |
|
|
13.50 |
% |
|
|
— |
|
|
|
1,047,317 |
|
|
|
670 |
|
|
|
— |
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,859 |
|
|
|
8,330 |
|
||||
Common Equity/Warrants— 18.6% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
7,467 |
|
|
|
75 |
|
|
|
163 |
|
Affinion Group Holdings, Inc. (Warrants)(7) |
|
04/10/2024 |
|
|
Consumer Goods: Durable |
|
|
— |
|
|
|
— |
|
|
|
8,893 |
|
|
|
245 |
|
|
|
— |
|
|
AG Investco LP (7), (8) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
805,164 |
|
|
|
805 |
|
|
|
1,107 |
|
AG Investco LP (7), (8), (9) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
194,836 |
|
|
|
— |
|
|
|
— |
|
Altamira Intermediate Company II, Inc. (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,437,500 |
|
|
|
1,438 |
|
|
|
594 |
|
Athletico Holdings, LLC |
|
|
— |
|
|
Healthcare Providers and Services |
|
|
— |
|
|
|
— |
|
|
|
4,678 |
|
|
|
5,000 |
|
|
|
5,012 |
|
By Light Investco LP (7), (8) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
21,908 |
|
|
|
— |
|
|
|
17,197 |
|
By Light Investco LP (7), (8), (9) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
7,401 |
|
|
|
— |
|
|
|
— |
|
Cartessa Aesthetics, LLC |
|
|
— |
|
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
1,437,500 |
|
|
|
1,438 |
|
|
|
1,438 |
|
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
120,962 |
|
|
|
1,243 |
|
|
|
882 |
|
(PRA Events, Inc.) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Connatix Parent, LLC (7) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
38,278 |
|
|
|
421 |
|
|
|
499 |
|
Crane 1 Acquisition Parent Holdings, L.P. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
130 |
|
|
|
120 |
|
|
|
146 |
|
Crash Champions Holdings, LLC (7),(8) |
|
|
— |
|
|
Automobiles |
|
|
— |
|
|
|
— |
|
|
|
75 |
|
|
|
678 |
|
|
|
1,321 |
|
Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (8) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
615,484 |
|
|
|
602 |
|
|
|
1,120 |
|
Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (8),(9) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
389,386 |
|
|
|
— |
|
|
|
— |
|
ECM Investors, LLC (7), (8) |
|
|
— |
|
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
295,982 |
|
|
|
65 |
|
|
|
737 |
|
eCommission Holding Corporation (7), (10) |
|
|
— |
|
|
Banking, Finance, Insurance & Real Estate |
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
251 |
|
|
|
331 |
|
Exigo, LLC |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
541,667 |
|
|
|
542 |
|
|
|
542 |
|
FedHC InvestCo LP (7),(8) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
21,083 |
|
|
|
711 |
|
|
|
2,428 |
|
FedHC InvestCo LP (7),(8),(9) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
9,488 |
|
|
|
— |
|
|
|
— |
|
Gauge InfosoftCoInvest, LLC |
|
|
— |
|
|
Media: Broadcasting and Subscription |
|
|
— |
|
|
|
— |
|
|
|
500 |
|
|
|
144 |
|
|
|
2,659 |
|
(The Infosoft Group, LLC) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Gauge Lash Coinvest LLC (7) |
|
|
— |
|
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
1,485,953 |
|
|
|
227 |
|
|
|
7,682 |
|
Gauge Schlesinger Coinvest LLC (7) |
|
|
— |
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
437 |
|
|
|
437 |
|
|
|
674 |
|
Gauge TVC Coinvest, LLC (TVC Enterprises, LLC) (7) |
|
|
— |
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
391,144 |
|
|
|
— |
|
|
|
1,496 |
|
GCOM InvestCo LP (7),(8) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
19,184 |
|
|
|
3,342 |
|
|
|
4,334 |
|
Go Dawgs Capital III, LP |
|
|
— |
|
|
Building Products |
|
|
— |
|
|
|
— |
|
|
|
324,675 |
|
|
|
325 |
|
|
|
360 |
|
(American Insulated Glass, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hancock Claims Consultants Investors, LLC (7), (8) |
|
|
— |
|
|
Insurance |
|
|
— |
|
|
|
— |
|
|
|
450,000 |
|
|
|
450 |
|
|
|
497 |
|
HV Watterson Holdings, LLC |
|
|
— |
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
|
|
100 |
|
|
|
100 |
|
Icon Partners V C, L.P. |
|
|
— |
|
|
Internet Software and Services |
|
|
— |
|
|
|
— |
|
|
|
1,851,852 |
|
|
|
1,852 |
|
|
|
2,036 |
|
Icon Partners V C, L.P. (7), (9) |
|
|
— |
|
|
Internet Software and Services |
|
|
— |
|
|
|
— |
|
|
|
648,148 |
|
|
|
— |
|
|
|
— |
|
IIN Group Holdings, LLC |
|
|
— |
|
|
Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
901 |
|
(Integrative Nutrition, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Imagine Topco, LP (Common) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
1,236,027 |
|
|
|
— |
|
|
|
— |
|
Ironclad Holdco, LLC (Applied Technical Services, LLC) (7), (8) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
5,811 |
|
|
|
573 |
|
|
|
702 |
|
ITC Infusion Co-invest, LP |
|
|
— |
|
|
Healthcare Equipment and Supplied |
|
|
— |
|
|
|
— |
|
|
|
59,211 |
|
|
|
592 |
|
|
|
738 |
|
ITC Rumba, LLC (Cano Health, LLC) (7),(8) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
46,763 |
|
|
|
117 |
|
|
|
2,721 |
|
JWC-WE Holdings, L.P. |
|
|
— |
|
|
Wholesale |
|
|
— |
|
|
|
— |
|
|
|
1,948 |
|
|
|
568 |
|
|
|
— |
|
(Walker Edison Furniture Company LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kinetic Purchaser, LLC |
|
|
— |
|
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
1,734,775 |
|
|
|
1,735 |
|
|
|
2,409 |
|
KL Stockton Co-Invest LP (Any Hour Services) (7),(8) |
|
|
— |
|
|
Energy Equipment and Services |
|
|
— |
|
|
|
— |
|
|
|
382,353 |
|
|
|
382 |
|
|
|
525 |
|
Kentucky Racing Holdco, LLC (Warrants) (7), (8) |
|
|
— |
|
|
Hotels, Restaurants and Leisure |
|
|
— |
|
|
|
— |
|
|
|
87,345 |
|
|
|
— |
|
|
|
769 |
|
Lightspeed Investment Holdco LLC (7) |
|
|
— |
|
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
585,587 |
|
|
|
586 |
|
|
|
950 |
|
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
835 |
|
|
|
— |
|
|
|
76 |
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
2,018 |
|
|
|
— |
|
|
|
322 |
|
Meadowlark Title, LLC |
|
|
— |
|
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
819,231 |
|
|
|
819 |
|
|
|
746 |
|
MSpark, LLC |
|
|
— |
|
|
Media: Advertising, Printing and Publishing |
|
|
— |
|
|
|
— |
|
|
|
3,988 |
|
|
|
1,288 |
|
|
|
— |
|
Municipal Emergency Services, Inc. (7) |
|
|
— |
|
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
1,973,370 |
|
|
|
2,005 |
|
|
|
1,772 |
|
NEPRT Parent Holdings, LLC (Recteq, LLC) (7), (8) |
|
|
— |
|
|
Leisure Products |
|
|
— |
|
|
|
— |
|
|
|
1,494 |
|
|
|
1,450 |
|
|
|
671 |
|
North Haven Saints Equity Holdings, LP |
|
|
— |
|
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
223,602 |
|
|
|
224 |
|
|
|
221 |
|
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
14,960 |
|
|
|
15 |
|
|
|
521 |
|
OceanSound Discovery Equity, LP (Holdco Sands Intermediate, LLC) (7), (8) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
173,638 |
|
|
|
1,729 |
|
|
|
3,051 |
|
OHCP V BC COI, L.P. |
|
|
— |
|
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
743,750 |
|
|
|
744 |
|
|
|
605 |
|
OHCP V BC COI, L.P. (8) (9) |
|
|
— |
|
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
506,250 |
|
|
|
— |
|
|
|
(94 |
) |
Oral Surgery (ITC) Holdings, LLC (7),(8) |
|
|
— |
|
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
3,872 |
|
|
|
83 |
|
|
|
93 |
|
ORL Holdco, Inc. (7) |
|
|
— |
|
|
Consumer Finance |
|
|
— |
|
|
|
— |
|
|
|
1,474 |
|
|
|
15 |
|
|
|
275 |
|
PennantPark-TSO Senior Loan Fund, LP (7) |
|
|
— |
|
|
Financial Services |
|
|
— |
|
|
|
— |
|
|
|
11,167,847 |
|
|
|
11,168 |
|
|
|
10,553 |
|
Pink Lily Holdco, LLC (PL Acquisitions, LLC) |
|
|
— |
|
|
Textiles, Apparel and Luxury Goods |
|
|
— |
|
|
|
— |
|
|
|
1,735 |
|
|
|
1,735 |
|
|
|
1,286 |
|
QuantiTech InvestCo LP (7), (8) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
712 |
|
|
|
68 |
|
|
|
340 |
|
QuantiTech InvestCo LP (7), (8), (9) |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
955 |
|
|
|
— |
|
|
|
— |
|
QuantiTech InvestCo II LP (7), (8), |
|
|
— |
|
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
40 |
|
|
|
25 |
|
|
|
24 |
|
RFMG Parent, LP (Rancho Health MSO, Inc.) (7) |
|
|
— |
|
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,050,000 |
|
|
|
1,050 |
|
|
|
1,279 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
JUNE 30, 2022
(in thousands, except share data)
(Unaudited)
—————
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2021
(in thousands, except share data)
Issuer Name |
x |
Maturity |
x |
Industry |
x |
Current |
|
x |
Basis Point |
|
x |
Par / |
|
x |
Cost |
|
x |
Fair Value (2) |
|
|||||
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—174.6% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First Lien Secured Debt—155.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
18 Freemont Street Acquisition, LLC |
|
08/11/2025 |
|
Hotels, Restaurants and Leisure |
|
|
9.50 |
% |
|
1M L+800 |
|
|
|
5,996 |
|
|
$ |
5,910 |
|
|
$ |
6,101 |
|
|
Ad.net Acquisition, LLC |
|
05/06/2026 |
|
Media |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
4,988 |
|
|
|
4,917 |
|
|
|
4,913 |
|
|
Ad.net Acquisition, LLC (Revolver) (7) |
|
05/06/2026 |
|
Media |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
212 |
|
|
|
212 |
|
|
|
208 |
|
|
Ad.net Acquisition, LLC (Revolver) (7), (9) |
|
05/06/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,033 |
|
|
|
— |
|
|
|
(15 |
) |
Altamira Technologies, LLC |
|
07/24/2025 |
|
IT Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
|
5,069 |
|
|
|
5,016 |
|
|
|
4,752 |
|
|
Altamira Technologies, LLC (Revolver) (7) |
|
07/24/2025 |
|
IT Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
|
575 |
|
|
|
575 |
|
|
|
539 |
|
|
Altamira Technologies, LLC (Revolver) (7), (9) |
|
07/24/2025 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,581 |
|
|
|
— |
|
|
|
(99 |
) |
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
8,905 |
|
|
|
8,818 |
|
|
|
8,816 |
|
|
American Teleconferencing Services, Ltd.(7) |
|
09/09/2021 |
|
Telecommunications |
|
0.00% |
|
(6) |
|
— |
|
|
|
7,986 |
|
|
|
7,915 |
|
|
|
1,278 |
|
|
American Teleconferencing Services, Ltd. (Revolver) (7) |
|
12/08/2022 |
|
Telecommunications |
|
0.00% |
|
(6) |
|
— |
|
|
|
1,656 |
|
|
|
1,642 |
|
|
|
1,656 |
|
|
Any Hour Services |
|
07/21/2027 |
|
Energy Equipment and Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
6,500 |
|
|
|
6,373 |
|
|
|
6,370 |
|
|
Any Hour Services (7), (9) |
|
07/21/2027 |
|
Energy Equipment and Services |
|
|
— |
|
|
|
— |
|
|
|
3,824 |
|
|
|
— |
|
|
|
(38 |
) |
Any Hour Services (Revolver) (7), (9) |
|
07/21/2027 |
|
Energy Equipment and Services |
|
|
— |
|
|
|
— |
|
|
|
1,147 |
|
|
|
— |
|
|
|
(23 |
) |
Apex Service Partners, LLC |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
6,272 |
|
|
|
6,216 |
|
|
|
6,209 |
|
|
Apex Service Partners, LLC Term Loan B |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
|
300 |
|
|
|
300 |
|
|
|
297 |
|
|
Apex Service Partners, LLC Term Loan C |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
6,897 |
|
|
|
6,802 |
|
|
|
6,828 |
|
|
Apex Service Partners, LLC Term Loan C (7),(9) |
|
01/31/2022 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
13,179 |
|
|
|
— |
|
|
|
(16 |
) |
Apex Service Partners, LLC (Revolver) (7) |
|
07/29/2024 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
473 |
|
|
|
473 |
|
|
|
465 |
|
|
Apex Service Partners, LLC (Revolver) (7), (9) |
|
07/29/2024 |
|
Diversified Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
1,372 |
|
|
|
— |
|
|
|
(24 |
) |
API Technologies Corp. |
|
05/11/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
4.33 |
% |
|
1M L+425 |
|
|
|
5,865 |
|
|
|
5,841 |
|
|
|
5,689 |
|
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
4,963 |
|
|
|
4,863 |
|
|
|
4,863 |
|
|
Applied Technical Services, LLC (7), (9) |
|
06/29/2022 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
8,567 |
|
|
|
— |
|
|
|
(75 |
) |
Applied Technical Services, LLC (Revolver) (7), (9) |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,273 |
|
|
|
— |
|
|
|
(25 |
) |
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
High Tech Industries |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
22,681 |
|
|
|
22,627 |
|
|
|
22,681 |
|
|
By Light Professional IT Services, LLC (Revolver) (9) |
|
05/16/2022 |
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
3,063 |
|
|
|
— |
|
|
|
— |
|
Cadence Aerospace, LLC (7) |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
9.50 |
% |
|
3M L+850 |
|
|
|
3,002 |
|
|
|
2,985 |
|
|
|
2,928 |
|
|
|
|
|
|
|
|
(PIK 9.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cano Health, LLC |
|
11/23/2027 |
|
Healthcare and Pharmaceuticals |
|
|
5.25 |
% |
|
1M L+450 |
|
|
|
2,653 |
|
|
|
2,647 |
|
|
|
2,654 |
|
|
CF512, Inc. |
|
08/20/2026 |
|
Media |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
10,500 |
|
|
|
10,293 |
|
|
|
10,290 |
|
|
CF512, Inc. (7), (9) |
|
08/20/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
2,864 |
|
|
|
— |
|
|
|
(29 |
) |
CF512, Inc. (Revolver) (7), (9) |
|
08/20/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
955 |
|
|
|
— |
|
|
|
(19 |
) |
CHA Holdings, Inc. |
|
04/10/2025 |
|
Environmental Industries |
|
|
5.50 |
% |
|
3M L+450 |
|
|
|
1,597 |
|
|
|
1,593 |
|
|
|
1,573 |
|
|
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
08/31/2023 |
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
711 |
|
|
|
— |
|
|
|
(21 |
) |
Compex Legal Services, Inc. |
|
02/09/2026 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
7,653 |
|
|
|
7,530 |
|
|
|
7,566 |
|
|
Compex Legal Services, Inc. (Revolver) (7) |
|
02/07/2025 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
984 |
|
|
|
984 |
|
|
|
973 |
|
|
Compex Legal Services, Inc. (Revolver) (7), (9) |
|
02/07/2025 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
422 |
|
|
|
— |
|
|
|
(5 |
) |
Confluent Health, LLC |
|
06/24/2026 |
|
Health Providers and Services |
|
|
5.08 |
% |
|
1M L+500 |
|
|
|
3,910 |
|
|
|
3,879 |
|
|
|
3,910 |
|
|
Connatix Buyer, Inc. |
|
07/13/2027 |
|
Media |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
4,000 |
|
|
|
3,921 |
|
|
|
3,920 |
|
|
Connatix Buyer, Inc. (7), (9) |
|
01/13/2023 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
2,105 |
|
|
|
— |
|
|
|
(21 |
) |
Connatix Buyer, Inc. (Revolver) (7) |
|
07/13/2027 |
|
Media |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
123 |
|
|
|
123 |
|
|
|
121 |
|
|
Connatix Buyer, Inc. (Revolver) (7), (9) |
|
07/13/2027 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,111 |
|
|
|
— |
|
|
|
(22 |
) |
CoolSys, Inc. |
|
08/04/2028 |
|
Commercial Services & Supplies |
|
|
5.50 |
% |
|
3M L+475 |
|
|
|
1,909 |
|
|
|
1,890 |
|
|
|
1,914 |
|
|
CoolSys, Inc. (7), (9) |
|
08/04/2028 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
848 |
|
|
|
— |
|
|
|
2 |
|
Crane 1 Services, Inc. (7), (9) |
|
08/16/2023 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
897 |
|
|
|
— |
|
|
|
(2 |
) |
Crane 1 Services, Inc. (Revolver) (7), (9) |
|
08/16/2027 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
336 |
|
|
|
— |
|
|
|
(3 |
) |
Crash Champions, LLC |
|
08/05/2025 |
|
Automobiles |
|
|
5.85 |
% |
|
3M L+500 |
|
|
|
13,078 |
|
|
|
12,889 |
|
|
|
12,817 |
|
|
Crash Champions, LLC (7)(9) |
|
05/14/2022 |
|
Automobiles |
|
|
— |
|
|
|
— |
|
|
|
12,912 |
|
|
|
— |
|
|
|
(129 |
) |
Digital Room Holdings, Inc. |
|
05/22/2026 |
|
Media: Advertising, Printing and Publishing |
|
|
5.08 |
% |
|
1M L+500 |
|
|
|
6,547 |
|
|
|
6,468 |
|
|
|
6,462 |
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
6,545 |
|
|
|
6,514 |
|
|
|
6,545 |
|
|
Douglas Products and Packaging Company LLC (Revolver) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
P+475 |
|
|
|
2,927 |
|
|
|
2,927 |
|
|
|
2,927 |
|
|
Douglas Products and Packaging Company LLC (Revolver) (9) |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
— |
|
|
|
— |
|
|
|
1,464 |
|
|
|
— |
|
|
|
— |
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
3,961 |
|
|
|
3,942 |
|
|
|
3,961 |
|
|
Dr. Squatch, LLC |
|
08/27/2026 |
|
Personal Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
9,485 |
|
|
|
9,297 |
|
|
|
9,296 |
|
|
Dr. Squatch, LLC (Revolver) (7) |
|
08/27/2026 |
|
Personal Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
2,459 |
|
|
|
2,459 |
|
|
|
2,410 |
|
|
Dr. Squatch, LLC (Revolver) (7), (9) |
|
08/27/2026 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
894 |
|
|
|
— |
|
|
|
(18 |
) |
DRS Holdings III, Inc. |
|
11/03/2025 |
|
Personal Products |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
17,671 |
|
|
|
17,515 |
|
|
|
17,547 |
|
|
DRS Holdings III, Inc. (Revolver) (7), (9) |
|
11/03/2025 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
1,426 |
|
|
|
— |
|
|
|
(10 |
) |
East Valley Tourist Development Authority |
|
03/07/2022 |
|
Hotel, Gaming and Leisure |
|
|
9.00 |
% |
|
3M L+800 |
|
|
|
13,217 |
|
|
|
13,191 |
|
|
|
13,019 |
|
|
|
|
|
|
|
|
(PIK 3.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
ECL Entertainment, LLC |
|
03/31/2028 |
|
Hotels, Restaurants and Leisure |
|
|
8.25 |
% |
|
1M L+750 |
|
|
|
5,256 |
|
|
|
5,205 |
|
|
|
5,374 |
|
|
ECM Industries, LLC (Revolver) (9) |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
914 |
|
|
|
— |
|
|
|
(5 |
) |
eCommission Financial Services, Inc. (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
6,951 |
|
|
|
6,951 |
|
|
|
6,951 |
|
|
eCommission Financial Services, Inc. (Revolver) (7), (9), (10) |
|
10/05/2023 |
|
Banking, Finance, Insurance & Real Estate |
|
|
— |
|
|
|
— |
|
|
|
5,000 |
|
|
|
— |
|
|
|
— |
|
Efficient Collaborative Retail Marketing Company, LLC |
|
06/15/2022 |
|
Media: Diversified and Production |
|
|
7.75 |
% |
|
3M L+675 |
|
|
|
7,189 |
|
|
|
7,180 |
|
|
|
7,153 |
|
|
Findex Group Limited (5)(10)(11) |
|
05/31/2024 |
|
Diversified Financial Services |
|
|
5.07 |
% |
|
3M L+500 |
|
|
|
AUD 10,000 |
|
|
|
7,323 |
|
|
|
7,151 |
|
|
Gantech Acquisition Corp. |
|
05/14/2026 |
|
IT Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
17,413 |
|
|
|
17,082 |
|
|
|
17,064 |
|
|
Gantech Acquisition Corp. (Revolver) (7) |
|
05/14/2026 |
|
IT Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
933 |
|
|
|
933 |
|
|
|
915 |
|
|
Gantech Acquisition Corp. (Revolver) (7), (9) |
|
05/14/2026 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
2,800 |
|
|
|
— |
|
|
|
(56 |
) |
Global Holdings InterCo LLC |
|
03/16/2026 |
|
Diversified Financial Services |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
3,483 |
|
|
|
3,435 |
|
|
|
3,465 |
|
|
Graffiti Buyer, Inc. (7), (9) |
|
08/10/2023 |
|
Trading Companies & Distributors |
|
|
— |
|
|
|
— |
|
|
|
1,071 |
|
|
|
— |
|
|
|
(5 |
) |
Graffiti Buyer, Inc. (Revolver) (7), (9) |
|
08/10/2027 |
|
Trading Companies & Distributors |
|
|
— |
|
|
|
— |
|
|
|
865 |
|
|
|
— |
|
|
|
(20 |
) |
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
3,474 |
|
|
|
3,397 |
|
|
|
3,439 |
|
|
Hancock Roofing and Construction L.L.C. (7), (9) |
|
12/31/2022 |
|
Insurance |
|
|
— |
|
|
|
— |
|
|
|
1,500 |
|
|
|
— |
|
|
|
(15 |
) |
Hancock Roofing and Construction L.L.C. (Revolver) (7), (9) |
|
12/31/2026 |
|
Insurance |
|
|
— |
|
|
|
— |
|
|
|
750 |
|
|
|
— |
|
|
|
(8 |
) |
Holdco Sands Intermediate, LLC |
|
12/19/2025 |
|
Aerospace and Defense |
|
|
7.50 |
% |
|
3M L+600 |
|
|
|
2,983 |
|
|
|
2,941 |
|
|
|
2,968 |
|
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
7,341 |
|
|
|
7,296 |
|
|
|
7,267 |
|
|
HW Holdco, LLC (Revolver) (7) |
|
12/10/2024 |
|
Media |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
523 |
|
|
|
523 |
|
|
|
517 |
|
|
HW Holdco, LLC (Revolver) (7), (9) |
|
12/10/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
929 |
|
|
|
— |
|
|
|
(9 |
) |
IG Investments Holdings, LLC (7) |
|
09/22/2028 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+600 |
|
|
|
4,518 |
|
|
|
4,428 |
|
|
|
4,428 |
|
|
IG Investments Holdings, LLC (Revolver) (7), (9) |
|
09/22/2027 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
477 |
|
|
|
— |
|
|
|
— |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2021
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
IMIA Holdings, Inc. |
|
04/09/2027 |
|
Aerospace and Defense |
|
|
6.75 |
% |
|
3M L+600 |
|
|
|
13,144 |
|
|
$ |
12,904 |
|
|
$ |
12,881 |
|
|
IMIA Holdings, Inc. (Revolver) (7), (9) |
|
04/09/2027 |
|
Aerospace and Defense |
|
|
— |
|
|
|
— |
|
|
|
2,343 |
|
|
|
— |
|
|
|
(47 |
) |
Innova Medical Ophthalmics Inc. (5), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
3,253 |
|
|
|
3,234 |
|
|
|
3,253 |
|
|
Innova Medical Ophthalmics Inc. (Revolver) (5), (7), (10) |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
534 |
|
|
|
534 |
|
|
|
534 |
|
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
Consumer Services |
|
|
5.50 |
% |
|
3M L+450 |
|
|
|
16,167 |
|
|
|
16,095 |
|
|
|
16,167 |
|
|
Integrative Nutrition, LLC (Revolver) (7), (9) |
|
09/29/2023 |
|
Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
5,000 |
|
|
|
— |
|
|
|
— |
|
Integrity Marketing Acquisition, LLC (7) |
|
08/27/2025 |
|
Insurance |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
3,170 |
|
|
|
3,147 |
|
|
|
3,154 |
|
|
Integrity Marketing Acquisition, LLC (7), (9) |
|
07/09/2023 |
|
Insurance |
|
|
— |
|
|
|
— |
|
|
|
18,822 |
|
|
|
— |
|
|
|
47 |
|
K2 Pure Solutions NoCal, L.P. (Revolver) (7) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
1M L+700 |
|
|
|
643 |
|
|
|
643 |
|
|
|
626 |
|
|
K2 Pure Solutions NoCal, L.P. (Revolver) (7), (9) |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
— |
|
|
|
— |
|
|
|
786 |
|
|
|
— |
|
|
|
(21 |
) |
Lash OpCo, LLC |
|
02/18/2027 |
|
Personal Products |
|
|
8.00 |
% |
|
1M L+700 |
|
|
|
31,662 |
|
|
|
30,960 |
|
|
|
31,029 |
|
|
Lash OpCo, LLC (Revolver) (7) |
|
08/16/2026 |
|
Personal Products |
|
|
8.00 |
% |
|
1M L+700 |
|
|
|
307 |
|
|
|
307 |
|
|
|
301 |
|
|
Lash OpCo, LLC (Revolver) (7), (9) |
|
08/16/2026 |
|
Personal Products |
|
|
— |
|
|
|
— |
|
|
|
1,613 |
|
|
|
— |
|
|
|
(32 |
) |
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
8.50 |
% |
|
1M L+750 |
|
|
|
9,487 |
|
|
|
9,453 |
|
|
|
8,892 |
|
|
|
|
|
|
|
|
(PIK 5.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LAV Gear Holdings, Inc. (Revolver) (7) |
|
10/31/2024 |
|
Capital Equipment |
|
|
8.50 |
% |
|
1M L+750 |
|
|
|
1,691 |
|
|
|
1,691 |
|
|
|
1,585 |
|
|
|
|
|
|
|
|
(PIK 5.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lightspeed Buyer Inc. |
|
02/03/2026 |
|
Healthcare Technology |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
29,607 |
|
|
|
29,160 |
|
|
|
29,607 |
|
|
Lightspeed Buyer Inc. (Revolver) (7), (9) |
|
02/03/2026 |
|
Healthcare Technology |
|
|
— |
|
|
|
— |
|
|
|
2,499 |
|
|
|
— |
|
|
|
— |
|
Lombart Brothers, Inc. |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
14,285 |
|
|
|
14,208 |
|
|
|
14,285 |
|
|
Lombart Brothers, Inc. (Revolver) (7) |
|
04/13/2023 |
|
Capital Equipment |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
516 |
|
|
|
516 |
|
|
|
516 |
|
|
Lucky Bucks, LLC |
|
07/20/2027 |
|
Hotels, Restaurants and Leisure |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
4,500 |
|
|
|
4,411 |
|
|
|
4,424 |
|
|
MAG DS Corp. |
|
04/01/2027 |
|
Aerospace and Defense |
|
|
6.50 |
% |
|
1M L+550 |
|
|
|
3,891 |
|
|
|
3,721 |
|
|
|
3,502 |
|
|
Magenta Buyer, LLC |
|
07/31/2028 |
|
Software |
|
|
5.75 |
% |
|
3M L+500 |
|
|
|
10,000 |
|
|
|
9,901 |
|
|
|
9,997 |
|
|
Mars Acquisition Holdings Corp. |
|
05/14/2026 |
|
Media |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
6,113 |
|
|
|
5,998 |
|
|
|
6,052 |
|
|
Mars Acquisition Holdings Corp. (Revolver)(7)(9) |
|
05/14/2026 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
1,624 |
|
|
|
— |
|
|
|
(16 |
) |
MBS Holdings, Inc. (Revolver)(7)(9) |
|
04/16/2027 |
|
Internet Software and Services |
|
|
— |
|
|
|
— |
|
|
|
1,157 |
|
|
|
— |
|
|
|
(23 |
) |
MeritDirect, LLC |
|
05/23/2024 |
|
Media |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
25,250 |
|
|
|
25,029 |
|
|
|
24,997 |
|
|
MeritDirect, LLC (Revolver) (7), (9) |
|
05/23/2024 |
|
Media |
|
|
— |
|
|
|
— |
|
|
|
4,482 |
|
|
|
— |
|
|
|
(45 |
) |
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
Capital Equipment |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
606 |
|
|
|
604 |
|
|
|
606 |
|
|
Mission Critical Electronics, Inc. (Revolver) (7) |
|
09/28/2022 |
|
Capital Equipment |
|
|
6.00 |
% |
|
1M L+500 |
|
|
|
468 |
|
|
|
468 |
|
|
|
468 |
|
|
Mission Critical Electronics, Inc. (Revolver) (7), (9) |
|
09/28/2022 |
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
857 |
|
|
|
— |
|
|
|
— |
|
Municipal Emergency Services, Inc. (7) |
|
09/28/2027 |
|
Distributors |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
3,500 |
|
|
|
3,430 |
|
|
|
3,430 |
|
|
Municipal Emergency Services, Inc. (7), (9) |
|
09/28/2027 |
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
947 |
|
|
|
— |
|
|
|
— |
|
Municipal Emergency Services, Inc. (Revolver) (7), (9) |
|
09/28/2027 |
|
Distributors |
|
|
— |
|
|
|
— |
|
|
|
947 |
|
|
|
— |
|
|
|
— |
|
NBH Group LLC (Revolver) (7), (9) |
|
08/19/2026 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,677 |
|
|
|
— |
|
|
|
(34 |
) |
OIS Management Services, LLC |
|
07/09/2026 |
|
Healthcare Equipment and Supplies |
|
|
5.75 |
% |
|
3M L+475 |
|
|
|
3,195 |
|
|
|
3,156 |
|
|
|
3,147 |
|
|
OIS Management Services, LLC (7), (9) |
|
07/09/2023 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,911 |
|
|
|
— |
|
|
|
(14 |
) |
OIS Management Services, LLC (Revolver) (7), (9) |
|
07/09/2026 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
444 |
|
|
|
— |
|
|
|
(7 |
) |
One Stop Mailing, LLC |
|
05/07/2027 |
|
Air Freight and Logistics |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
8,952 |
|
|
|
8,779 |
|
|
|
8,795 |
|
|
ORL Acquisition, Inc. (7) |
|
09/03/2027 |
|
Consumer Finance |
|
|
6.25 |
% |
|
3M L+525 |
|
|
|
7,268 |
|
|
|
7,124 |
|
|
|
7,123 |
|
|
ORL Acquisition, Inc. (Revolver) (7), (9) |
|
09/03/2027 |
|
Consumer Finance |
|
|
— |
|
|
|
— |
|
|
|
861 |
|
|
|
— |
|
|
|
— |
|
Output Services Group, Inc. |
|
03/27/2024 |
|
Business Services |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
4,900 |
|
|
|
4,448 |
|
|
|
4,459 |
|
|
Ox Two, LLC |
|
05/18/2026 |
|
Construction and Building |
|
|
7.00 |
% |
|
1M L+600 |
|
|
|
22,636 |
|
|
|
22,296 |
|
|
|
22,184 |
|
|
Ox Two, LLC (Revolver) (7) |
|
05/18/2026 |
|
Construction and Building |
|
|
7.00 |
% |
|
1M L+600 |
|
|
|
903 |
|
|
|
903 |
|
|
|
885 |
|
|
Ox Two, LLC (Revolver) (7), (9) |
|
05/18/2026 |
|
Construction and Building |
|
|
— |
|
|
|
— |
|
|
|
2,484 |
|
|
|
— |
|
|
|
(50 |
) |
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
644 |
|
|
|
642 |
|
|
|
644 |
|
|
PlayPower, Inc. |
|
05/08/2026 |
|
Leisure Products |
|
|
5.70 |
% |
|
1M L+550 |
|
|
|
5,074 |
|
|
|
5,037 |
|
|
|
4,981 |
|
|
PRA Events, Inc. |
|
08/07/2025 |
|
Business Services |
|
|
11.50 |
% |
|
1M L+1,050 |
|
|
|
3,158 |
|
|
|
2,724 |
|
|
|
2,985 |
|
|
|
|
|
|
|
|
(PIK 11.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Quantic Electronics, LLC |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
8,716 |
|
|
|
8,583 |
|
|
|
8,542 |
|
|
Quantic Electronics, LLC (7), (9) |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
2,810 |
|
|
|
— |
|
|
|
(28 |
) |
Quantic Electronics, LLC (Revolver) (7), (9) |
|
11/19/2026 |
|
Electronic Equipment, Instruments, and Components |
|
|
— |
|
|
|
— |
|
|
|
670 |
|
|
|
— |
|
|
|
(13 |
) |
Questex, LLC |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
7,275 |
|
|
|
7,195 |
|
|
|
6,839 |
|
|
Questex, LLC (Revolver) |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
718 |
|
|
|
718 |
|
|
|
675 |
|
|
Questex, LLC (Revolver) (7), (9) |
|
09/09/2024 |
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
479 |
|
|
|
— |
|
|
|
(29 |
) |
Rancho Health MSO, Inc. (7) |
|
12/18/2025 |
|
Healthcare Equipment and Supplies |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
1,050 |
|
|
|
1,050 |
|
|
|
1,050 |
|
|
Rancho Health MSO, Inc. (Revolver) (7), (9) |
|
12/18/2025 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
525 |
|
|
|
— |
|
|
|
— |
|
Recteq, LLC |
|
01/29/2026 |
|
Leisure Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
1,493 |
|
|
|
1,466 |
|
|
|
1,478 |
|
|
Recteq, LLC (Revolver) (7), (9) |
|
01/29/2026 |
|
Leisure Products |
|
|
— |
|
|
|
— |
|
|
|
1,296 |
|
|
|
— |
|
|
|
(13 |
) |
Research Horizons, LLC |
|
06/28/2022 |
|
Media: Advertising, Printing and Publishing |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
6,719 |
|
|
|
6,694 |
|
|
|
6,652 |
|
|
Research Now Group, Inc. and Dynata, LLC |
|
12/20/2024 |
|
Business Services |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
17,322 |
|
|
|
17,099 |
|
|
|
17,102 |
|
|
Riverpoint Medical, LLC |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
6.00 |
% |
|
3M L+450 |
|
|
|
8,115 |
|
|
|
8,039 |
|
|
|
8,015 |
|
|
Riverpoint Medical, LLC (Revolver) (7), (9) |
|
06/20/2025 |
|
Healthcare Equipment and Supplies |
|
|
— |
|
|
|
— |
|
|
|
909 |
|
|
|
— |
|
|
|
(11 |
) |
Riverside Assessments, LLC |
|
03/10/2025 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
16,174 |
|
|
|
15,950 |
|
|
|
15,769 |
|
|
Sales Benchmark Index LLC |
|
01/03/2025 |
|
Professional Services |
|
|
7.75 |
% |
|
3M L+600 |
|
|
|
7,906 |
|
|
|
7,796 |
|
|
|
7,708 |
|
|
Sales Benchmark Index LLC (Revolver) (7), (9) |
|
01/03/2025 |
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
1,293 |
|
|
|
— |
|
|
|
(32 |
) |
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.00 |
% |
|
1M L+550 |
|
|
|
3,694 |
|
|
|
3,656 |
|
|
|
3,694 |
|
|
Sargent & Greenleaf Inc. (Revolver) |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.00 |
% |
|
1M L+550 |
|
|
|
528 |
|
|
|
528 |
|
|
|
528 |
|
|
Sargent & Greenleaf Inc. (Revolver) (7),(9) |
|
12/20/2024 |
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
— |
|
|
|
528 |
|
|
|
— |
|
|
|
— |
|
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
Professional Services |
|
|
8.00 |
% |
|
1M L+700 |
|
|
|
13,377 |
|
|
|
13,275 |
|
|
|
12,775 |
|
|
Schlesinger Global, Inc. (Revolver) |
|
07/14/2025 |
|
Professional Services |
|
|
8.00 |
% |
|
1M L+700 |
|
|
|
1,181 |
|
|
|
1,181 |
|
|
|
1,128 |
|
|
Schlesinger Global, Inc. (Revolver) (7), (9) |
|
07/14/2025 |
|
Professional Services |
|
|
— |
|
|
|
— |
|
|
|
691 |
|
|
|
— |
|
|
|
(31 |
) |
Sigma Defense Systems, LLC |
|
12/18/2025 |
|
IT Services |
|
|
9.75 |
% |
|
3M L+875 |
|
|
|
805 |
|
|
|
787 |
|
|
|
791 |
|
|
Sigma Defense Systems, LLC (Revolver) (7), (9) |
|
12/18/2025 |
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
837 |
|
|
|
— |
|
|
|
(15 |
) |
Signature Systems Holding Company |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
8.50 |
% |
|
1M L+750 |
|
|
|
11,700 |
|
|
|
11,598 |
|
|
|
11,583 |
|
|
Signature Systems Holding Company (Revolver) (7) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
8.50 |
% |
|
1M L+750 |
|
|
|
419 |
|
|
|
419 |
|
|
|
415 |
|
|
Signature Systems Holding Company (Revolver) (9) |
|
05/03/2024 |
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,328 |
|
|
|
— |
|
|
|
(13 |
) |
Signature Systems Holding Company - Term Loan II |
|
12/31/2021 |
|
Commercial Services & Supplies |
|
|
8.50 |
% |
|
1M L+750 |
|
|
|
699 |
|
|
|
695 |
|
|
|
692 |
|
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2021
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Smile Brands Inc. |
|
10/14/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
5.27 |
% |
|
1M L+450 |
|
|
|
1,962 |
|
|
$ |
1,962 |
|
|
$ |
1,942 |
|
||
Smile Brands Inc. (Revolver) (7), (9) |
|
10/14/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,616 |
|
|
|
— |
|
|
|
(16 |
) |
|
Snak Club, LLC (Revolver) (7) |
|
07/19/2021 |
|
|
Beverage, Food and Tobacco |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
67 |
|
|
|
67 |
|
|
|
67 |
|
||
Snak Club, LLC (Revolver) (7), (9) |
|
07/19/2021 |
|
|
Beverage, Food and Tobacco |
|
|
— |
|
|
|
— |
|
|
|
428 |
|
|
|
— |
|
|
|
— |
|
|
Solutionreach, Inc. |
|
01/17/2024 |
|
|
Healthcare Technology |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
5,989 |
|
|
|
5,928 |
|
|
|
5,989 |
|
||
Solutionreach, Inc. (Revolver) (7), (9) |
|
01/17/2024 |
|
|
Healthcare Technology |
|
— |
|
|
|
— |
|
|
|
1,665 |
|
|
|
— |
|
|
|
— |
|
||
Spear Education, LLC |
|
02/26/2025 |
|
|
Professional Services |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
14,898 |
|
|
|
14,752 |
|
|
|
14,898 |
|
||
Spear Education, LLC (7), (9) |
|
02/26/2022 |
|
|
Professional Services |
|
— |
|
|
|
— |
|
|
|
6,875 |
|
|
|
— |
|
|
|
— |
|
||
Spectacle Gary Holdings, LLC |
|
12/23/2025 |
|
|
Hotels, Restaurants and Leisure |
|
|
11.00 |
% |
|
1M L+900 |
|
|
|
4,988 |
|
|
|
4,871 |
|
|
|
5,415 |
|
||
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction & Engineering |
|
|
5.33 |
% |
|
1M L+525 |
|
|
|
4,752 |
|
|
|
4,712 |
|
|
|
4,728 |
|
||
TAC LifePort Purchaser, LLC |
|
03/01/2026 |
|
|
Aerospace and Defense |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
531 |
|
|
|
521 |
|
|
|
531 |
|
||
TAC LifePort Purchaser, LLC (Revolver) (7), (9) |
|
03/01/2026 |
|
|
Aerospace and Defense |
|
— |
|
|
— |
|
|
|
1,302 |
|
|
|
— |
|
|
|
(0 |
) |
|||
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
|
Wireless Telecommunication Services |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
3,127 |
|
|
|
3,103 |
|
|
|
3,096 |
|
||
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Diversified Financial Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
5,853 |
|
|
|
5,754 |
|
|
|
5,821 |
|
||
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
|
Aerospace and Defense |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
4,968 |
|
|
|
4,900 |
|
|
|
4,919 |
|
||
The Bluebird Group LLC |
|
07/27/2026 |
|
|
Professional Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
|
4,844 |
|
|
|
4,750 |
|
|
|
4,814 |
|
||
The Bluebird Group LLC (Revolver) (7), (9) |
|
07/27/2026 |
|
|
Professional Services |
|
— |
|
|
— |
|
|
|
862 |
|
|
|
— |
|
|
|
(5 |
) |
|||
The Infosoft Group, LLC |
|
09/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
15,725 |
|
|
|
15,633 |
|
|
|
15,725 |
|
||
The Vertex Companies, LLC (7), (9) |
|
08/30/2027 |
|
|
Construction & Engineering |
|
|
— |
|
|
|
— |
|
|
|
2,734 |
|
|
|
— |
|
|
|
(24 |
) |
|
The Vertex Companies, LLC (Revolver) (7), (9) |
|
08/30/2027 |
|
|
Construction & Engineering |
|
|
— |
|
|
|
— |
|
|
|
911 |
|
|
|
— |
|
|
|
(17 |
) |
|
TPC Canada Parent, Inc. and TPC US Parent, LLC (5), (10) |
|
11/24/2025 |
|
|
Food Products |
|
|
6.25 |
% |
|
3M L+525 |
|
|
|
4,913 |
|
|
|
4,876 |
|
|
|
4,765 |
|
||
TVC Enterprises, LLC |
|
03/26/2026 |
|
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
24,987 |
|
|
|
24,663 |
|
|
|
24,987 |
|
||
TVC Enterprises, LLC (Revolver) (7), (9) |
|
03/26/2026 |
|
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
1,304 |
|
|
|
— |
|
|
|
— |
|
|
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
6,636 |
|
|
|
6,524 |
|
|
|
6,636 |
|
||
TWS Acquisition Corporation (Revolver) (7), (9) |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
— |
|
|
|
— |
|
|
|
2,628 |
|
|
|
— |
|
|
|
— |
|
|
Tyto Athene, LLC |
|
04/01/2028 |
|
|
IT Services |
|
|
6.25 |
% |
|
1M L+550 |
|
|
|
12,036 |
|
|
|
11,861 |
|
|
|
12,036 |
|
||
Tyto Athene, LLC (Revolver) (7), (9) |
|
04/01/2026 |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,040 |
|
|
|
— |
|
|
|
— |
|
|
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
5.50 |
% |
|
3M L+450 |
|
|
|
18,112 |
|
|
|
18,015 |
|
|
|
18,022 |
|
||
UBEO, LLC (Revolver) |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
5.50 |
% |
|
3M L+450 |
|
|
|
1,467 |
|
|
|
1,467 |
|
|
|
1,459 |
|
||
UBEO, LLC (Revolver) (9) |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
— |
|
|
|
— |
|
|
|
1,467 |
|
|
|
— |
|
|
|
(7 |
) |
|
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare Providers and Services |
|
|
5.50 |
% |
|
3M L+450 |
|
|
|
4,776 |
|
|
|
4,721 |
|
|
|
4,752 |
|
||
Vision Purchaser Corporation |
|
06/10/2025 |
|
|
Media |
|
|
7.75 |
% |
|
1M L+675 |
|
|
|
14,249 |
|
|
|
14,045 |
|
|
|
14,035 |
|
||
Walker Edison Furniture Company LLC |
|
03/31/2027 |
|
|
Wholesale |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
12,438 |
|
|
|
12,147 |
|
|
|
11,971 |
|
||
Wildcat Buyerco, Inc. |
|
02/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
3,057 |
|
|
|
3,039 |
|
|
|
3,042 |
|
||
Wildcat Buyerco, Inc. (7), (9) |
|
02/27/2022 |
|
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
— |
|
|
|
2,491 |
|
|
|
— |
|
|
|
16 |
|
||
Wildcat Buyerco, Inc. (Revolver) (7), (9) |
|
02/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
— |
|
|
|
— |
|
|
|
534 |
|
|
|
— |
|
|
|
(7 |
) |
||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
772,799 |
|
|
|
764,584 |
|
||||
Second Lien Secured Debt—0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mailsouth Inc. (7) |
|
04/23/2025 |
|
|
Media: Advertising, Printing and Publishing |
|
|
15.00 |
% |
|
|
— |
|
|
|
864 |
|
|
|
864 |
|
|
|
864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|||
|
|
|
|
|
|
|
(PIK 15.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
PT Network Intermediate Holdings, LLC (7) |
|
11/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
11.00 |
% |
|
3M L+1,000 |
|
|
|
2,343 |
|
|
|
2,331 |
|
|
|
2,343 |
|
||
|
|
|
|
|
|
|
(PIK 11.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
QuantiTech LLC |
|
02/04/2027 |
|
|
Aerospace and Defense |
|
|
11.00 |
% |
|
3M L+1,000 |
|
|
|
150 |
|
|
|
147 |
|
|
|
147 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,343 |
|
|
|
3,355 |
|
||||
Preferred Equity— 1.3% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
6,720 |
|
|
|
672 |
|
|
|
672 |
|
CI (PTN) Investment Holdings II, LLC |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
1,458 |
|
|
|
22 |
|
|
|
— |
|
(PT Network, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
835 |
|
|
|
835 |
|
|
|
872 |
|
MeritDirect Holdings, LP (7), (8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
960 |
|
|
|
960 |
|
|
|
1,232 |
|
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
733 |
|
|
|
733 |
|
|
|
926 |
|
ORL Holdco, Inc. (7) |
|
|
— |
|
|
Consumer Finance |
|
|
— |
|
|
|
— |
|
|
|
1,327 |
|
|
|
133 |
|
|
|
133 |
|
PT Network Intermediate Holdings, LLC (7),(8) |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
11.00 |
% |
|
3M L+1,000 |
|
|
|
33 |
|
|
|
429 |
|
|
|
536 |
|
|
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
12.00 |
% |
|
|
— |
|
|
|
1,323 |
|
|
|
1,323 |
|
|
|
1,628 |
|
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
Food Products |
|
|
— |
|
|
|
— |
|
|
|
409 |
|
|
|
409 |
|
|
|
490 |
|
TWD Parent Holdings, LLC (The Vertex Companies, LLC) (7) |
|
|
— |
|
|
Construction & Engineering |
|
|
— |
|
|
|
— |
|
|
|
37 |
|
|
|
37 |
|
|
|
37 |
|
UniTek Global Services, Inc. - |
|
|
— |
|
|
Telecommunications |
|
|
20.00 |
% |
|
|
— |
|
|
|
343,861 |
|
|
|
344 |
|
|
|
— |
|
Super Senior Preferred Equity (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
UniTek Global Services, Inc. - Senior Preferred Equity (7) |
|
|
— |
|
|
Telecommunications |
|
|
19.00 |
% |
|
|
— |
|
|
|
448,851 |
|
|
|
449 |
|
|
|
— |
|
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
Telecommunications |
|
|
13.50 |
% |
|
|
— |
|
|
|
1,047,317 |
|
|
|
670 |
|
|
|
— |
|
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,016 |
|
|
|
6,525 |
|
||||
Common Equity/Warrants— 16.8% (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
7,467 |
|
|
|
75 |
|
|
|
137 |
|
Affinion Group Holdings, Inc. (Warrants)(7) |
|
04/10/2024 |
|
|
Consumer Goods: Durable |
|
|
— |
|
|
|
— |
|
|
|
8,893 |
|
|
|
245 |
|
|
|
— |
|
|
AG Investco LP (7), (8) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
805,164 |
|
|
|
805 |
|
|
|
1,192 |
|
AG Investco LP (7), (8), (9) |
|
|
— |
|
|
Software |
|
|
— |
|
|
|
— |
|
|
|
194,836 |
|
|
|
— |
|
|
|
— |
|
Altamira Intermediate Company II, Inc. (7) |
|
|
— |
|
|
IT Services |
|
|
— |
|
|
|
— |
|
|
|
1,437,500 |
|
|
|
1,438 |
|
|
|
378 |
|
By Light Investco LP (7), (8) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
21,908 |
|
|
|
2,100 |
|
|
|
12,799 |
|
By Light Investco LP (7), (8), (9) |
|
|
— |
|
|
High Tech Industries |
|
|
— |
|
|
|
— |
|
|
|
7,401 |
|
|
|
— |
|
|
|
— |
|
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
120,962 |
|
|
|
1,243 |
|
|
|
475 |
|
(PRA Events, Inc.) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CI (PTN) Investment Holdings II, LLC |
|
|
— |
|
|
Healthcare and Pharmaceuticals |
|
|
— |
|
|
|
— |
|
|
|
13,333 |
|
|
|
200 |
|
|
|
— |
|
(PT Network, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Connatix Parent, LLC (7) |
|
|
— |
|
|
Media |
|
|
— |
|
|
|
— |
|
|
|
38,278 |
|
|
|
421 |
|
|
|
423 |
|
Crane 1 Acquisition Parent Holdings, L.P. (7) |
|
|
— |
|
|
Commercial Services & Supplies |
|
|
— |
|
|
|
— |
|
|
|
130 |
|
|
|
120 |
|
|
|
120 |
|
Crash Champions Holdings, LLC (7),(8) |
|
|
— |
|
|
Automobiles |
|
|
— |
|
|
|
— |
|
|
|
75 |
|
|
|
678 |
|
|
|
764 |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2021
(in thousands, except share data)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2021
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Investments in Controlled, Affiliated Portfolio Companies—44.3% (3), (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
First Lien Secured Debt—34.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace Events, LLC - Super Priority First Lien Term Loan (7) |
|
09/30/2025 |
|
|
Media: Diversified and Production |
|
|
6.25 |
% |
|
3M L+525 |
|
|
|
3,417 |
|
|
$ |
3,417 |
|
|
$ |
3,417 |
|
||
|
|
|
|
|
|
|
(PIK 6.25%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace Events, LLC - Super Priority First Lien (7), (9) |
|
09/30/2025 |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
3,261 |
|
|
|
— |
|
|
|
— |
|
|
Marketplace Events, LLC |
|
09/30/2026 |
|
|
Media: Diversified and Production |
|
|
0.00 |
% |
(6) |
|
— |
|
|
|
25,542 |
|
|
|
19,047 |
|
|
|
25,542 |
|
|
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
05/06/2024 |
|
|
Financial Services |
|
|
8.13 |
% |
|
3M L+800 |
|
|
|
140,875 |
|
|
|
140,875 |
|
|
|
140,875 |
|
||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,339 |
|
|
|
169,834 |
|
||||
Equity Interests—9.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC (Marketplace Events, LLC) (7),(8) |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
349 |
|
|
|
— |
|
|
|
2,690 |
|
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
— |
|
|
Financial Services |
|
|
— |
|
|
|
— |
|
|
|
60,375 |
|
|
|
60,375 |
|
|
|
44,856 |
|
Total Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,375 |
|
|
|
47,546 |
|
||||
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
223,714 |
|
|
|
217,380 |
|
|||||||||
Total Investments—220.5% |
|
|
|
|
|
|
|
|
|
|
|
1,070,636 |
|
|
|
1,081,619 |
|
|||||||||
Cash and Cash Equivalents—10.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,433 |
|
|
|
7,433 |
|
||||
BNY Mellon Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,392 |
|
|
|
42,392 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,825 |
|
|
|
49,825 |
|
||||
Total Investments and Cash Equivalents—230.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,120,461 |
|
|
$ |
1,131,444 |
|
||||
Liabilities in Excess of Other Assets—(130.6)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(640,833 |
) |
|||||
Net Assets—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
490,611 |
|
|||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(Unaudited)
1. ORGANIZATION
PennantPark Floating Rate Capital Ltd. was organized as a Maryland corporation in October 2010. We are a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022.
Our investment objectives are to generate both current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objective by investing primarily in Floating Rate Loans, and other investments made to U.S. middle-market private companies whose debt is rated below investment grade. Floating Rate Loans pay interest at variable rates, which are determined periodically, on the basis of a floating base lending rate such as LIBOR, with or without a floor, plus a fixed spread. Under normal market conditions, we generally expect that at least 80% of the value of our managed assets will be invested in Floating Rate Loans and other investments bearing a variable rate of interest, which may include, from time to time, variable rate derivative instruments. We generally expect that first lien secured debt will represent at least 65% of our overall portfolio. We generally expect to invest up to 35% of our overall portfolio opportunistically in other types of investments, including second lien secured debt, subordinated debt, and, to a lesser extent, equity investments.
We have entered into an investment management agreement, or the Investment Management Agreement, with the Investment Adviser, an external adviser that manages our day-to-day operations. We have also entered into an administration agreement, or the Administration Agreement, with the Administrator, which provides the administrative services necessary for us to operate.
Funding I, our wholly-owned subsidiary and a special purpose entity, was organized in Delaware as a limited liability company in May 2011. We formed Funding I in order to establish the Credit Facility. The Investment Adviser serves as the collateral manager to Funding I and has irrevocably directed that any management fee owed with respect to such services is to be paid to us so long as the Investment Adviser remains the collateral manager. This arrangement does not increase our consolidated management fee. The Credit Facility allows Funding I to borrow up to $300 million at LIBOR (or an alternative risk-free floating interest rate index) plus 225 basis points during the revolving period. The Credit Facility is secured by all of the assets held by Funding I. See Note 10.
We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are subject to tax as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
In May 2017, we and a subsidiary of Kemper Corporation (NYSE: KMPR), Trinity Universal Insurance Company, or Kemper, formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. See Note 4.
In connection with the issuance of the 2023 Notes, we have dual listed our common stock on the Tel Aviv Stock Exchange or TASE.
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt is secured by a diversified portfolio of the Securitization Issuer consisting primarily of middle market loans and participation interests in middle market loans.
In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of $185 million of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semi-annually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In April 2021, we formed PTSF, an unconsolidated limited partnership, organized as a Delaware limited liability partnership. We sold $81.4 million in investments to a wholly-owned subsidiary of PTSF in exchange for cash in the amount of $69.5 million and an $11.9 million equity interest in PTSF representing 23.08% of the total outstanding Class A Units of PTSF. We recognized $0.4 million of realized gain upon the formation of PTSF. As of June 30, 2022, our capital commitment of $15.3 million is fully funded and we hold 23.08% of the total outstanding Class A Units of PTSF and a 4.99% voting interest in the general partner which manages PTSF.
On August 20, 2021, we entered into equity distribution agreements (together, the “Equity Distribution Agreements”) with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents, in connection with the sale of shares of our common stock, par value $0.001 per share (the “Common Stock”), with an aggregate offering price of up to $75 million under an at-the-market offering (the “ATM Program”). On May 5, 2022, we amended the Equity Distribution Agreements to update references from NASDAQ to NYSE and reflect that the agents are now represented by Kirkland & Ellis LLP. The Equity Distribution Agreements, as amended, provide that we may offer and sell shares of our Common Stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our Common Stock.
During the three months ended June 30, 2022, we issued 136,072 shares of our Common Stock under the ATM Program at a weighted-average price of $13.38 per share, raising $1.8 million of gross proceeds. Net proceeds were $1.8 million after commissions to the Sales Agents on shares sold. During the nine months ended June 30, 2022, we issued 2,464,910 shares of our Common Stock under the ATM Program at a weighted-average price of $13.12 per share, raising $32.3 million of gross proceeds. Net proceeds were $31.9 million after commissions to the Sales Agents on shares sold. As of June 30, 2022, we had $41.3 million available under the ATM Program.
Since inception of the ATM Program through June 30, 2022, we have issued 2,573,564 shares of our Common Stock at a weighted-average price of $13.11, raising $33.7 million of gross proceeds. Net proceeds were $33.2 million after commissions to the Sales Agents on shares sold. We incurred $0.5 million of legal and other offering costs associated with establishing the ATM Program.
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act of 1936, as amended, or the Commodity Exchange Act, and therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies, the novel coronavirus (“COVID-19”), and any other parameters used in determining these estimates and assumptions could cause actual results to differ from these estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
Our significant accounting policies consistently applied are as follows:
(a) Investment Valuations
We expect that there may not be readily available market values for many of the investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that the board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
(b) Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade-date basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments, the Credit Facility and the 2023 Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, or OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties earned on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC Subtopic 450-30, Gain Contingencies, or ASC 450-30.
20
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. As of June 30, 2022, we had two portfolio companies on non-accrual, representing 0.9% and 0.1% of our overall portfolio on a cost and fair value basis, respectively. As of September 30, 2021, we had two portfolio companies on non-accrual, representing 2.7% and 2.6% of our overall portfolio on a cost and fair value basis, respectively.
(c) Income Taxes
We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur material U.S. federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of a federal excise tax, or we may incur taxes through our taxable subsidiaries, including the Taxable Subsidiary. For both the three and nine months ended June 30, 2022 and 2021, we recorded a provision for taxes on net investment income of $0.1 million and $0.3 million, respectively, pertaining to federal excise tax.
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.
PFLT Investment Holdings, LLC, a wholly-owned subsidiary of the Company (the “Taxable Subsidiary”), is subject to U.S. federal, state and local corporate income taxes. The income tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.
For the three and nine months ended June 30, 2022, the Company recognized a provision for taxes of zero and $5.3 million, respectively, on unrealized appreciation on investments by the Taxable Subsidiary. For the three and nine months ended June 30, 2021, the Company recognized a provision for taxes of zero on unrealized appreciation on investments by the Taxable Subsidiary. The provision for taxes on unrealized appreciation on investments is the result of netting (i) the expected tax liability on gains from sales of investments and (ii) the expected tax benefit from the use of losses in the current year. As of June 30, 2022 and September 30, 2021, $5.3 million and zero, respectively, was accrued as a deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to unrealized gain on investments. During the three and nine months ended June 30, 2022, the Company paid zero and $1.2 million, respectively, in taxes on realized gains on the sale of investments held by the Taxable Subsidiary, resulting in a $1.2 million prepaid tax asset as of June 30, 2022 included under prepaid expenses and other assets in the consolidated statement of assets and liabilities.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
(d) Distributions and Capital Transactions
Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by the board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, may be distributed at least annually. The tax attributes for distributions will generally include ordinary income and capital gains but may also include certain tax-qualified dividends and/or a return of capital.
Capital transactions through offerings of our common stock are recorded when issued and offering costs are charged as a reduction of capital upon issuance of our common stock.
(e) Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair value of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
(f) Consolidation
As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, PennantPark Floating Rate Capital Ltd. will generally not consolidate its investment in a company other than an investment company wholly-owned subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of our taxable subsidiaries, including the Taxable Subsidiary, Funding I and the Securitization Issuer in our Consolidated Financial Statements. We do not consolidate our non-controlling interest in PSSL or PTSF. See further description of our investment in PSSL in Note 4.
21
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
(g) Asset Transfers and Servicing
Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities and the Consolidated Schedules of Investments as investments. The creditors of Funding I have received a security interest in all of its assets and such assets are not intended to be available to the creditors of PennantPark Floating Rate Capital Ltd. or any of its affiliates.
(h) Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
In June 2022, the FASB issued Accounting Standards Update, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
(a) Investment Management Agreement
The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2022. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of and provides investment advisory services to us. The Investment Adviser serves as the collateral manager to Funding I and has irrevocably directed that any management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager. This arrangement does not increase our consolidated management fee. For providing these services, the Investment Adviser receives a fee from us consisting of two components— a base management fee and an incentive fee.
Base Management Fee
The base management fee is calculated at an annual rate of 1.00% of our “average adjusted gross assets,” which equals our gross assets (net of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For the three and nine months ended June 30, 2022, the Investment Adviser earned a base management fee of $3.1 million and $8.9 million respectively, from us. For the three and nine months ended June 30, 2021, the Investment Adviser earned a base management fee of $2.6 million and $7.9 million, respectively, from us.
Incentive Fee
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 50% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.9167% in any calendar quarter (11.67% annualized) (we refer to this portion of our Pre-Incentive Fee Net Investment Income (which exceeds the hurdle but is less than 2.9167%) as the “catch-up,” which is meant to provide our Investment Adviser with 20% of our Pre-Incentive Fee Net Investment Income, as if a hurdle did not apply, if this net investment income exceeds 2.9167% in any calendar quarter), and (3) 20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.9167% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable. For the three and nine months ended June 30, 2022, the Investment Adviser earned $2.6 million and $8.5 million, respectively, in incentive fees on net investment income from us. For the three and nine months ended June 30, 2021, the Investment Adviser earned $1.7 million and $4.7 million, respectively, in incentive fees on net investment income from us.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and equals 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive
22
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
fees. For the three and nine months ended June 30, 2022 and 2021, the Investment Adviser did not accrue an incentive fee on capital gains, as calculated under the Investment Management Agreement (as described above).
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 20% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years, if any. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. The incentive fee accrued for, but not payable, under GAAP on our unrealized and realized capital gains for the three and nine months ended June 30, 2022 and 2021, was zero.
(b) Administration Agreement
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2022. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. The Administrator also offers, on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the three and nine months ended June 30, 2022, we reimbursed the Administrator approximately $(0.3) million and $0.6 million, respectively, including expenses the Administrator incurred for services described above. For the three and nine months ended June 30, 2021, we reimbursed the Administrator approximately $0.1 million and $0.8 million, respectively, including expenses the Administrator, for services described above.
On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or services provided to the Company or portfolio companies by in-house professionals of the Administrator on matters related to potential or actual investments and transactions, including tax structuring and/or due diligence.
(c) Other Related Party Transactions
There were no transactions subject to Rule 17a-7 under the 1940 Act during each of the three and nine months ended June 30, 2022 and 2021.
For the three and nine months ended June 30, 2022, we sold $16.8 million and $197.2 in investments to PSSL at fair value, respectively, and recognized $(0.1) million and $(0.6) million of net realized losses, respectively, for the same period. For the three and nine months ended June 30, 2021, we sold $98.9 million and $224.1 million in investments to PSSL at fair value, respectively, and recognized $0.3 million and $0.6 million of net realized gains, respectively.
For the three and nine months ended June 30, 2022, we sold no investments to PTSF. For the three and nine months ended June 30, 2021, we sold $81.4 Million in investments to PTSF at fair value and recognized $0.4 million of net realized gains.
4. INVESTMENTS
Purchases of investments, including PIK interest, for the three and nine months ended June 30, 2022 totaled $105.1 million and $554.3 million, respectively. Purchases of investments, including PIK interest, for the three and nine months ended June 30, 2021 totaled $248.8 million and $478.0 million, respectively. Sales and repayments of investments for the three and nine months ended June 30, 2022 totaled $55.0 million and $397.2 million, respectively. Sales and repayments of investments for the three and nine months ended June 30, 2021 totaled $283.3 million and $565.5 million, respectively.
Investments and cash and cash equivalents consisted of the following:
($ in thousands) |
|
June 30, 2022 |
|
|
September 30, 2021 |
|
||||||||||
Investment Classification |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
First lien |
|
$ |
881,473 |
|
|
$ |
872,201 |
|
|
$ |
795,263 |
|
|
$ |
793,543 |
|
First lien in PSSL |
|
|
190,181 |
|
|
|
190,181 |
|
|
|
140,875 |
|
|
|
140,875 |
|
Second lien |
|
|
1,113 |
|
|
|
661 |
|
|
|
8,937 |
|
|
|
8,949 |
|
Equity |
|
|
64,429 |
|
|
|
104,644 |
|
|
|
65,186 |
|
|
|
93,396 |
|
Equity interests in PSSL |
|
|
81,506 |
|
|
|
58,755 |
|
|
|
60,375 |
|
|
|
44,856 |
|
Total investments |
|
|
1,218,702 |
|
|
|
1,226,442 |
|
|
|
1,070,636 |
|
|
|
1,081,619 |
|
Cash and cash equivalents |
|
|
40,632 |
|
|
|
40,616 |
|
|
|
49,825 |
|
|
|
49,825 |
|
Total investments and cash and cash equivalents |
|
$ |
1,259,334 |
|
|
$ |
1,267,058 |
|
|
$ |
1,120,461 |
|
|
$ |
1,131,445 |
|
23
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets (excluding cash and cash equivalents) in such industries:
Industry Classification |
|
June 30, 2022 (1) |
|
|
September 30, 2021 (1) |
|
||
Professional Services |
|
|
8 |
% |
|
|
8 |
% |
Media |
|
|
7 |
|
|
|
9 |
|
High Tech Industries |
|
|
6 |
|
|
|
4 |
|
IT Services |
|
|
6 |
|
|
|
5 |
|
Personal Products |
|
|
6 |
|
|
|
7 |
|
Commercial Services & Supplies |
|
|
5 |
|
|
|
5 |
|
Media: Diversified and Production |
|
|
5 |
|
|
|
5 |
|
Aerospace and Defense |
|
|
4 |
|
|
|
4 |
|
Automobiles |
|
|
4 |
|
|
|
2 |
|
Capital Equipment |
|
|
4 |
|
|
|
6 |
|
Business Services |
|
|
3 |
|
|
|
4 |
|
Construction and Building |
|
|
3 |
|
|
|
3 |
|
Distributors |
|
|
3 |
|
|
|
— |
|
Diversified Consumer Services |
|
|
3 |
|
|
|
2 |
|
Electronic Equipment, Instruments, and Components |
|
|
3 |
|
|
|
3 |
|
Healthcare Technology |
|
|
3 |
|
|
|
4 |
|
Chemicals, Plastics and Rubber |
|
|
2 |
|
|
|
2 |
|
Consumer Services |
|
|
2 |
|
|
|
2 |
|
Diversified Financial Services |
|
|
2 |
|
|
|
2 |
|
Healthcare Equipment and Supplies |
|
|
2 |
|
|
|
2 |
|
Healthcare Providers and Services |
|
|
2 |
|
|
|
1 |
|
Insurance |
|
|
2 |
|
|
|
1 |
|
Media: Broadcasting and Subscription |
|
|
2 |
|
|
|
2 |
|
Air Freight and Logistics |
|
|
1 |
|
|
|
— |
|
Banking, Finance, Insurance & Real Estate |
|
|
1 |
|
|
|
1 |
|
Building Products |
|
|
1 |
|
|
|
1 |
|
Construction & Engineering |
|
|
1 |
|
|
|
1 |
|
Consumer Finance |
|
|
1 |
|
|
|
— |
|
Energy Equipment and Services |
|
|
1 |
|
|
|
1 |
|
Financial Services |
|
|
1 |
|
|
|
2 |
|
Hotels, Restaurants and Leisure |
|
|
1 |
|
|
|
2 |
|
Internet Software and Services |
|
|
1 |
|
|
|
— |
|
Leisure Products |
|
|
1 |
|
|
|
— |
|
Software |
|
|
1 |
|
|
|
— |
|
Textiles, Apparel and Luxury Goods |
|
|
1 |
|
|
|
— |
|
Wholesale |
|
|
1 |
|
|
|
2 |
|
Hotel, Gaming and Leisure |
|
|
— |
|
|
|
1 |
|
Media: Advertising, Printing and Publishing |
|
|
— |
|
|
|
2 |
|
All Other |
|
|
— |
|
|
|
4 |
|
Total |
|
|
100 |
% |
|
|
100 |
% |
PennantPark Senior Secured Loan Fund I LLC
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of June 30, 2022 and September 30, 2021, PSSL had total assets of $790.3 million and $603.6 million, respectively. As of June 30, 2022, at fair value, the largest investment in a single portfolio company in PSSL was $19.1 million and the five largest investments totaled $86.6 million. As of September 30, 2021, at fair value, the largest investment in a single portfolio company in PSSL was $18.9 million and the five largest investments totaled $84.3 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSSL in the form of first lien secured debt and equity interests. As of June 30, 2022 and September 30, 2021, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same dates, our investment in PSSL consisted of first lien secured debt of $190.2 million (additional $19.9 million unfunded) and $140.9 million (additional $29.4 million unfunded), respectively, and equity interests of $81.5 million (additional $8.5 million unfunded) and $60.4 million (additional $12.6 million unfunded), respectively.
We and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee, provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each member.
In May 2022 PSSL has entered into a $325.0 million (increased from $225.0 million in May 2022) senior secured revolving credit facility which bears interest at daily simple SOFR plus 260 basis points (including a spread adjustment) with Ally Bank through its wholly-owned subsidiary, PennantPark Senior Secured Loan Facility LLC II, or PSSL Subsidiary II, subject to leverage and borrowing base restrictions.
24
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
In January 2021, PSSL completed a $300.7 million debt securitization in the form of a collateralized loan obligation, or the “2032 Asset-Backed Debt”. The 2032 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO II, Ltd., a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2032 Asset-Backed Debt is scheduled to mature in January 2032. On the closing date of the transaction, in consideration of PSSL’s transfer to PennantPark CLO II, Ltd. of the initial closing date loan portfolio, which included loans distributed to PSSL by certain of its wholly owned subsidiaries and us, PennantPark CLO II, Ltd. transferred to PSSL 100% of the Preferred Shares of PennantPark CLO II, Ltd. and 100% of the Class E Notes issued by PennantPark CLO II, Ltd.
Below is a summary of PSSL’s portfolio at fair value:
($ in thousands) |
|
June 30, 2022 |
|
|
September 30, 2021 |
|
||
Total investments |
|
$ |
746,819 |
|
|
$ |
564,783 |
|
Weighted average cost yield on income producing investments |
|
|
8.2 |
% |
|
|
7.1 |
% |
Number of portfolio companies in PSSL |
|
|
89 |
|
|
|
74 |
|
Largest portfolio company investment |
|
$ |
19,126 |
|
|
$ |
18,933 |
|
Total of five largest portfolio company investments |
|
$ |
86,629 |
|
|
$ |
84,287 |
|
25
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Below is a listing of PSSL’s individual investments as of June 30, 2022 (Par and $ in thousands):
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
First Lien Secured Debt - 1,107.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ad.net Acquisition, LLC |
|
5/6/2026 |
|
Media |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
8,910 |
|
|
$ |
8,804 |
|
|
$ |
8,910 |
|
|
Alpine Acquisition Corp II |
|
11/30/2026 |
|
Containers and Packaging |
|
|
7.22 |
% |
|
3M L+600 |
|
|
|
10,000 |
|
|
|
9,806 |
|
|
|
9,800 |
|
|
Altamira Technologies, LLC |
|
7/24/2025 |
|
Business Services |
|
|
9.24 |
% |
|
3M L+800 |
|
|
|
5,300 |
|
|
|
5,178 |
|
|
|
5,048 |
|
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+525 |
|
|
|
4,898 |
|
|
|
4,859 |
|
|
|
4,898 |
|
|
Apex Service Partners, LLC |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
6.72 |
% |
|
1M L+525 |
|
|
|
1,013 |
|
|
|
1,013 |
|
|
|
1,008 |
|
|
Apex Service Partners, LLC Term Loan B |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
7.75 |
% |
|
3M L+625 |
|
|
|
2,207 |
|
|
|
2,207 |
|
|
|
2,196 |
|
|
Apex Service Partners, LLC Term Loan C |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
6.78 |
% |
|
3M L+525 |
|
|
|
11,143 |
|
|
|
11,073 |
|
|
|
11,087 |
|
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
8,443 |
|
|
|
8,333 |
|
|
|
8,337 |
|
|
Arcfield Acquisition Corp. |
|
3/7/2028 |
|
Aerospace and Defense |
|
|
7.44 |
% |
|
SOFR + 575 |
|
|
|
4,688 |
|
|
|
4,597 |
|
|
|
4,571 |
|
|
Blackhawk Industrial Distribution, Inc. |
|
9/17/2024 |
|
Distributors |
|
|
7.20 |
% |
|
SOFR + 500 |
|
|
|
15,330 |
|
|
|
15,110 |
|
|
|
15,176 |
|
|
Broder Bros., Co. |
|
12/2/2022 |
|
Consumer Products |
|
|
7.39 |
% |
|
3M L+850 |
|
|
|
2,432 |
|
|
|
2,432 |
|
|
|
2,432 |
|
|
By Light Professional IT Services, LLC |
|
5/16/2024 |
|
High Tech Industries |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
14,974 |
|
|
|
14,913 |
|
|
|
14,824 |
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
9.74 |
% |
|
3M L+325 |
|
|
|
12,380 |
|
|
|
12,346 |
|
|
|
12,281 |
|
|
CF512, Inc. |
|
8/20/2026 |
|
Media |
|
|
7.58 |
% |
|
3M L+600 |
|
|
|
4,963 |
|
|
|
4,875 |
|
|
|
4,888 |
|
|
CHA Holdings, Inc. |
|
4/10/2025 |
|
Construction and Engineering |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
5,571 |
|
|
|
5,495 |
|
|
|
5,571 |
|
|
Challenger Performance Optimization, Inc. |
|
8/31/2023 |
|
Business Services |
|
|
8.00 |
% |
|
1M L+575 |
|
|
|
9,377 |
|
|
|
9,347 |
|
|
|
9,049 |
|
|
Connatix Buyer, Inc. |
|
7/13/2027 |
|
Media |
|
|
6.91 |
% |
|
3M L+550 |
|
|
|
3,970 |
|
|
|
3,901 |
|
|
|
3,901 |
|
|
Crane 1 Services, Inc. |
|
8/16/2027 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
2,116 |
|
|
|
2,088 |
|
|
|
2,084 |
|
|
Crash Champions, LLC |
|
8/5/2025 |
|
Automobiles |
|
|
7.20 |
% |
|
3M L+500 |
|
|
|
14,880 |
|
|
|
14,623 |
|
|
|
14,806 |
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
8,678 |
|
|
|
8,664 |
|
|
|
8,678 |
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
7,267 |
|
|
|
7,255 |
|
|
|
7,267 |
|
|
Dr. Squatch, LLC |
|
8/31/2027 |
|
Personal Products |
|
|
8.00 |
% |
|
3M L+600 |
|
|
|
14,900 |
|
|
|
14,634 |
|
|
|
14,900 |
|
|
DRS Holdings III, Inc. |
|
11/3/2025 |
|
Consumer Goods: Durable |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
15,218 |
|
|
|
15,138 |
|
|
|
14,777 |
|
|
Duraco Specialty Tapes LLC |
|
6/30/2024 |
|
Containers and Packaging |
|
|
7.15 |
% |
|
1M L+550 |
|
|
|
10,316 |
|
|
|
10,173 |
|
|
|
10,099 |
|
|
ECL Entertainment, LLC |
|
5/1/2028 |
|
Hotels, Restaurants and Leisure |
|
|
9.75 |
% |
|
3M L+750 |
|
|
|
2,627 |
|
|
|
2,603 |
|
|
|
2,560 |
|
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
6.32 |
% |
|
3M L+450 |
|
|
|
4,987 |
|
|
|
4,987 |
|
|
|
4,887 |
|
|
Exigo Intermediate II, LLC |
|
3/15/2027 |
|
Software |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
12,968 |
|
|
|
12,783 |
|
|
|
12,773 |
|
|
Fairbanks More Defense |
|
6/17/2028 |
|
Aerospace and Defense |
|
|
7.63 |
% |
|
3M L+475 |
|
|
|
9,925 |
|
|
|
9,884 |
|
|
|
9,528 |
|
|
Gantech Acquisition Corp. |
|
5/14/2026 |
|
IT Services |
|
|
7.92 |
% |
|
3M L+625 |
|
|
|
14,713 |
|
|
|
14,489 |
|
|
|
14,419 |
|
|
Global Holdings InterCo LLC |
|
3/16/2026 |
|
Diversified Financial Services |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
3,914 |
|
|
|
3,897 |
|
|
|
3,797 |
|
|
Graffiti Buyer, Inc. |
|
8/10/2027 |
|
Trading Companies & Distributors |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
2,375 |
|
|
|
2,321 |
|
|
|
2,310 |
|
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
7.25 |
% |
|
1M L+525 |
|
|
|
2,392 |
|
|
|
2,345 |
|
|
|
2,368 |
|
|
Holdco Sands Intermediate, LLC |
|
11/23/2028 |
|
Aerospace and Defense |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,975 |
|
|
|
4,883 |
|
|
|
4,876 |
|
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
6.00 |
% |
|
6M L+575 |
|
|
|
3,060 |
|
|
|
3,009 |
|
|
|
2,998 |
|
|
IDC Infusion Services, Inc. |
|
12/30/2026 |
|
Healthcare Equipment and Supplies |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
9,975 |
|
|
|
9,820 |
|
|
|
9,875 |
|
|
Imagine Acquisitionco, LLC |
|
11/15/2027 |
|
Software |
|
|
6.91 |
% |
|
1M L+550 |
|
|
|
5,377 |
|
|
|
5,270 |
|
|
|
5,216 |
|
|
Inception Fertility Ventures, LLC |
|
12/7/2023 |
|
Healthcare Providers and Services |
|
|
8.81 |
% |
|
3M L+700 |
|
|
|
16,662 |
|
|
|
16,289 |
|
|
|
16,245 |
|
|
Integrative Nutrition, LLC |
|
9/29/2023 |
|
Diversified Consumer Services |
|
|
7.00 |
% |
|
3M L+575 |
|
|
|
11,225 |
|
|
|
11,201 |
|
|
|
11,225 |
|
|
Integrity Marketing Acquisition, LLC |
|
8/27/2025 |
|
Insurance |
|
|
7.58 |
% |
|
SOFR + 575 |
|
|
|
6,000 |
|
|
|
5,913 |
|
|
|
5,942 |
|
|
ITI Holdings, Inc. |
|
3/3/2028 |
|
IT Services |
|
|
7.08 |
% |
|
SOFR + 550 |
|
|
|
3,990 |
|
|
|
3,924 |
|
|
|
3,910 |
|
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
9.67 |
% |
|
1M L+625 |
|
|
|
19,300 |
|
|
|
19,124 |
|
|
|
19,126 |
|
|
Kinetic Purchaser, LLC |
|
11/10/2027 |
|
Personal Products |
|
|
7.75 |
% |
|
3M L+600 |
|
|
|
11,872 |
|
|
|
11,685 |
|
|
|
11,635 |
|
|
Lash OpCo, LLC |
|
2/18/2027 |
|
Personal Products |
|
|
9.25 |
% |
|
3M L+700 |
|
|
|
14,391 |
|
|
|
14,097 |
|
|
|
14,247 |
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
9.70 |
% |
|
3M L+550 |
|
|
|
10,576 |
|
|
|
10,535 |
|
|
|
10,301 |
|
|
Lightspeed Buyer Inc. |
|
2/3/2026 |
|
Healthcare Providers and Services |
|
|
7.52 |
% |
|
3M L+575 |
|
|
|
10,638 |
|
|
|
10,452 |
|
|
|
10,425 |
|
|
Lucky Bucks, LLC |
|
7/20/2027 |
|
Hotel, Gaming and Leisure |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
4,386 |
|
|
|
4,309 |
|
|
|
3,992 |
|
|
Marketplace Events, LLC - Super Priority First Lien Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
6.69 |
% |
|
1M L+525 |
|
|
|
647 |
|
|
|
647 |
|
|
|
647 |
|
|
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
|
|
|
— |
|
|
|
589 |
|
|
|
- |
|
|
|
- |
|
|
Marketplace Events, LLC |
|
9/30/2026 |
|
Media: Diversified and Production |
|
|
6.69 |
% |
|
1M L+525 |
|
|
|
4,837 |
|
|
|
3,469 |
|
|
|
4,837 |
|
|
Mars Acquisition Holdings Corp. |
|
5/14/2026 |
|
Media |
|
|
7.17 |
% |
|
1M L+550 |
|
|
|
9,925 |
|
|
|
9,800 |
|
|
|
9,826 |
|
|
MBS Holdings, Inc. |
|
4/16/2027 |
|
Internet Software and Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
7,425 |
|
|
|
7,309 |
|
|
|
7,351 |
|
|
Meadowlark Acquirer, LLC |
|
12/10/2027 |
|
Professional Services |
|
|
7.75 |
% |
|
3M L+650 |
|
|
|
2,402 |
|
|
|
2,357 |
|
|
|
2,342 |
|
|
MeritDirect, LLC |
|
5/23/2024 |
|
Media: Advertising, Printing & Publishing |
|
|
7.75 |
% |
|
3M L+550 |
|
|
|
5,355 |
|
|
|
5,267 |
|
|
|
5,328 |
|
|
Mission Critical Electronics, Inc. |
|
3/28/2024 |
|
Capital Equipment |
|
|
7.20 |
% |
|
SOFR+500 |
|
|
|
5,844 |
|
|
|
5,842 |
|
|
|
5,774 |
|
|
Municipal Emergency Services, Inc. |
|
9/28/2027 |
|
Distributors |
|
|
7.25 |
% |
|
3M L+500 |
|
|
|
3,474 |
|
|
|
3,412 |
|
|
|
3,342 |
|
|
NBH Group LLC |
|
8/19/2026 |
|
Healthcare, Education & Childcare |
|
|
6.25 |
% |
|
1M L+550 |
|
|
|
10,847 |
|
|
|
10,659 |
|
|
|
10,793 |
|
|
New Milani Group LLC |
|
6/6/2024 |
|
Consumer Goods: Non-Durable |
|
|
7.50 |
% |
|
3M L+500 |
|
|
|
14,513 |
|
|
|
14,462 |
|
|
|
14,259 |
|
|
OIS Management Services, LLC |
|
7/9/2026 |
|
Healthcare Equipment and Supplies |
|
|
6.95 |
% |
|
SOFR+475 |
|
|
|
5,073 |
|
|
|
5,017 |
|
|
|
4,996 |
|
|
One Stop Mailing, LLC |
|
5/7/2027 |
|
Air Freight and Logistics |
|
|
7.92 |
% |
|
1M L+625 |
|
|
|
14,807 |
|
|
|
14,548 |
|
|
|
14,511 |
|
|
Output Services Group, Inc. |
|
3/27/2024 |
|
Business Services |
|
|
6.01 |
% |
|
3M L+425 |
|
|
|
7,663 |
|
|
|
7,784 |
|
|
|
6,284 |
|
|
Owl Acquisition, LLC |
|
2/4/2028 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
4,000 |
|
|
|
3,925 |
|
|
|
3,880 |
|
|
Ox Two, LLC |
|
5/18/2026 |
|
Construction and Building |
|
|
9.32 |
% |
|
3M L+600 |
|
|
|
4,938 |
|
|
|
4,875 |
|
|
|
4,839 |
|
|
PH Beauty Holdings III, Inc. |
|
9/29/2025 |
|
Wholesale |
|
|
6.57 |
% |
|
1M L+500 |
|
|
|
9,618 |
|
|
|
9,340 |
|
|
|
8,656 |
|
|
PL Acquisitionco, LLC |
|
11/9/2027 |
|
Textiles, Apparel and Luxury Goods |
|
|
8.17 |
% |
|
1M L+650 |
|
|
|
8,259 |
|
|
|
8,130 |
|
|
|
8,114 |
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
1,566 |
|
|
|
1,563 |
|
|
|
1,566 |
|
|
PlayPower, Inc. |
|
5/8/2026 |
|
Consumer Goods: Durable |
|
|
7.75 |
% |
|
3M L+550 |
|
|
|
2,587 |
|
|
|
2,502 |
|
|
|
2,244 |
|
|
Quantic Electronics, LLC |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
8.50 |
% |
|
1M L+625 |
|
|
|
3,932 |
|
|
|
3,854 |
|
|
|
3,854 |
|
|
Reception Purchaser, LLC |
|
2/28/2028 |
|
Air Freight and Logistics |
|
|
8.20 |
% |
|
SOFR+600 |
|
|
|
4,988 |
|
|
|
4,914 |
|
|
|
4,788 |
|
|
Recteq, LLC |
|
1/29/2026 |
|
Leisure Products |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,938 |
|
|
|
4,863 |
|
|
|
4,814 |
|
|
Research Now Group, LLC and Dynata, LLC |
|
12/20/2024 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
10,596 |
|
|
|
10,528 |
|
|
|
9,961 |
|
|
Sales Benchmark Index LLC |
|
1/3/2025 |
|
Professional Services |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
5,281 |
|
|
|
5,218 |
|
|
|
5,281 |
|
|
26
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Sargent & Greenleaf Inc. |
|
1/27/2021 |
|
|
Wholesale |
|
|
7.15 |
% |
|
3M L+550 |
|
|
|
5,390 |
|
|
$ |
5,348 |
|
|
$ |
5,337 |
|
||
Schlesinger Global, Inc. |
|
2/13/2020 |
|
|
Business Services |
|
|
8.70 |
% |
|
SOFR+500 |
|
|
|
11,832 |
|
|
|
11,976 |
|
|
|
11,654 |
|
||
Sigma Defense Systems, LLC |
|
12/29/2021 |
|
|
Aerospace and Defense |
|
|
10.75 |
% |
|
1M L+850 |
|
|
|
14,810 |
|
|
|
14,486 |
|
|
|
14,588 |
|
||
Smile Brands Inc. |
|
7/31/2022 |
|
|
Healthcare and Pharmaceuticals |
|
|
5.62 |
% |
|
3M L+450 |
|
|
|
12,480 |
|
|
|
12,356 |
|
|
|
12,137 |
|
||
Solutionreach, Inc. |
|
11/5/2019 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
5,663 |
|
|
|
5,638 |
|
|
|
5,448 |
|
||
Spendmend Holdings LLC |
|
3/23/2022 |
|
|
Healthcare Technology |
|
|
7.38 |
% |
|
SOFR+575 |
|
|
|
2,964 |
|
|
|
2,922 |
|
|
|
2,887 |
|
||
STV Group Incorporated |
|
6/8/2021 |
|
|
Construction and Building |
|
|
6.92 |
% |
|
3M L+525 |
|
|
|
9,075 |
|
|
|
9,008 |
|
|
|
8,939 |
|
||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
12/3/2021 |
|
|
Aerospace and Defense |
|
|
8.83 |
% |
|
SOFR+600 |
|
|
|
14,925 |
|
|
|
14,645 |
|
|
|
14,686 |
|
||
TAC LifePort Purchaser, LLC |
|
3/17/2021 |
|
|
Aerospace and Defense |
|
|
8.25 |
% |
|
1M L+600 |
|
|
|
4,424 |
|
|
|
4,356 |
|
|
|
4,406 |
|
||
TeleGuam Holdings, LLC |
|
6/8/2021 |
|
|
Telecommunications |
|
|
8.25 |
% |
|
3M L+450 |
|
|
|
10,248 |
|
|
|
10,228 |
|
|
|
10,248 |
|
||
Teneo Holdings LLC |
|
1/27/2021 |
|
|
Business Services |
|
|
6.85 |
% |
|
3M L+625 |
|
|
|
2,292 |
|
|
|
2,289 |
|
|
|
2,246 |
|
||
The Aegis Technologies Group, LLC |
|
1/27/2021 |
|
|
Aerospace and Defense |
|
|
8.06 |
% |
|
3M L+500 |
|
|
|
5,674 |
|
|
|
5,606 |
|
|
|
5,617 |
|
||
The Bluebird Group LLC |
|
8/26/2021 |
|
|
Professional Services |
|
|
8.75 |
% |
|
1M L+700 |
|
|
|
1,715 |
|
|
|
1,686 |
|
|
|
1,732 |
|
||
The Infosoft Group, LLC |
|
5/26/2021 |
|
|
Media: Broadcasting and Subscription |
|
|
7.19 |
% |
|
3M L+525 |
|
|
|
13,030 |
|
|
|
13,025 |
|
|
|
12,900 |
|
||
The Vertex Companies, LLC |
|
12/20/2021 |
|
|
Construction and Engineering |
|
|
7.17 |
% |
|
1M L+550 |
|
|
|
5,592 |
|
|
|
5,489 |
|
|
|
5,491 |
|
||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
2/7/2020 |
|
|
Consumer Goods: Non-Durable |
|
|
6.97 |
% |
|
3M L+475 |
|
|
|
8,767 |
|
|
|
8,618 |
|
|
|
8,504 |
|
||
TVC Enterprises, LLC |
|
5/6/2022 |
|
|
Diversified Consumer Services |
|
|
7.67 |
% |
|
3M L+550 |
|
|
|
14,990 |
|
|
|
14,887 |
|
|
|
14,690 |
|
||
TWS Acquisition Corporation |
|
7/17/2019 |
|
|
Diversified Consumer Services |
|
|
8.76 |
% |
|
3M L+625 |
|
|
|
5,468 |
|
|
|
5,448 |
|
|
|
5,441 |
|
||
Tyto Athene, LLC (New Issue) |
|
10/21/2021 |
|
|
IT Services |
|
|
6.47 |
% |
|
3M L+550 |
|
|
|
15,589 |
|
|
|
15,455 |
|
|
|
14,747 |
|
||
UBEO, LLC |
|
11/6/2018 |
|
|
Capital Equipment |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
17,436 |
|
|
|
17,340 |
|
|
|
17,087 |
|
||
Walker Edison Furniture Company LLC |
|
6/9/2021 |
|
|
Wholesale |
|
|
11.00 |
% |
|
3M L+575 |
|
|
|
12,619 |
|
|
|
12,361 |
|
|
|
12,240 |
|
||
Wildcat Buyerco, Inc. |
|
7/31/2022 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
7.95 |
% |
|
SOFR+550 |
|
|
|
8,575 |
|
|
|
8,532 |
|
|
|
8,345 |
|
||
Zips Car Wash, LLC |
|
12/29/2021 |
|
|
Automobiles |
|
|
8.25 |
% |
|
3M L+725 |
|
|
|
17,000 |
|
|
|
16,741 |
|
|
|
16,660 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
749,409 |
|
|
|
743,558 |
|
||||
Second Lien Secured Debt - 4.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
P(IK 9.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventus Power, Inc. |
|
09/29/2024 |
|
|
Consumer Goods: Durable |
|
|
10.75 |
% |
|
3M L+850 |
|
|
|
3,000 |
|
|
|
2,959 |
|
|
|
2,925 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,959 |
|
|
|
2,925 |
|
||||
Equity Securities - .9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
336 |
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
336 |
|
||||
Total Investments - 1,112.2% |
|
|
|
|
|
|
|
|
|
|
|
752,368 |
|
|
|
746,819 |
|
|||||||||
Cash and Cash Equivalents - 58.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,197 |
|
|
|
39,190 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,197 |
|
|
|
39,190 |
|
||||
Total Investments and Cash Equivalents —1,170.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
791,565 |
|
|
$ |
786,009 |
|
||||
Liabilities in Excess of Other Assets — (1,070.5)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(718,859 |
) |
|||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
67,149 |
|
|||||
27
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Below is a listing of PSSL’s individual investments as of September 30, 2021 (Par and $ in thousands)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - 1,088.% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Acquisition, LLC |
|
05/06/2026 |
|
Media |
|
|
7.00 |
% |
|
3M L+600 |
|
|
8,978 |
|
|
$ |
8,852 |
|
|
$ |
8,843 |
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
Business Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
5,525 |
|
|
|
5,376 |
|
|
|
5,180 |
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+550 |
|
|
5,721 |
|
|
|
5,653 |
|
|
|
5,663 |
|
Apex Service Partners, LLC |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
3M L+525 |
|
|
1,021 |
|
|
|
1,021 |
|
|
|
1,010 |
|
Apex Service Partners, LLC Term Loan B |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
2,222 |
|
|
|
2,222 |
|
|
|
2,200 |
|
Apex Service Partners, LLC Term Loan C |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
3M L+525 |
|
|
4,174 |
|
|
|
4,103 |
|
|
|
4,132 |
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
3M L+575 |
|
|
4,511 |
|
|
|
4,419 |
|
|
|
4,421 |
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
High Tech Industries |
|
|
7.25 |
% |
|
1M L+625 |
|
|
12,880 |
|
|
|
12,869 |
|
|
|
12,880 |
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
9.50 |
% |
|
3M L+850 |
|
|
12,282 |
|
|
|
12,231 |
|
|
|
11,981 |
|
|
|
|
|
|
|
|
P(IK 9.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cano Health |
|
11/23/2027 |
|
Healthcare, Education & Childcare |
|
|
5.25 |
% |
|
3M L+450 |
|
|
2,653 |
|
|
|
2,647 |
|
|
|
2,654 |
|
CHA Holdings, Inc. |
|
04/10/2025 |
|
Construction and Engineering |
|
|
5.50 |
% |
|
3M L+450 |
|
|
5,615 |
|
|
|
5,519 |
|
|
|
5,530 |
|
Challenger Performance Optimization, Inc. |
|
08/31/2023 |
|
Business Services |
|
|
8.00 |
% |
|
1M L+675 |
|
|
9,501 |
|
|
|
9,454 |
|
|
|
9,216 |
|
|
|
|
|
|
|
|
P(IK 1.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Connatix Buyer, Inc |
|
07/13/2027 |
|
Media |
|
|
6.25 |
% |
|
1M L+550 |
|
|
4,000 |
|
|
|
3,922 |
|
|
|
3,920 |
|
CoolSys, Inc |
|
08/04/2028 |
|
Business Services |
|
|
5.50 |
% |
|
1M L+475 |
|
|
1,909 |
|
|
|
1,890 |
|
|
|
1,914 |
|
Crane 1 Services Inc |
|
08/16/2027 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
1M L+575 |
|
|
2,132 |
|
|
|
2,100 |
|
|
|
2,110 |
|
Crash Champions, LLC |
|
08/05/2025 |
|
Automobiles |
|
|
6.00 |
% |
|
3M L+500 |
|
|
8,978 |
|
|
|
8,802 |
|
|
|
8,798 |
|
Digital Room Holdings, Inc. |
|
05/22/2026 |
|
Commercial Services & Supplies |
|
|
5.08 |
% |
|
1M L+500 |
|
|
3,228 |
|
|
|
3,111 |
|
|
|
3,186 |
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
8,746 |
|
|
|
8,695 |
|
|
|
8,746 |
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
7,323 |
|
|
|
7,278 |
|
|
|
7,323 |
|
Dr. Squatch, LLC |
|
8/27/2026 |
|
Personal Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
10,000 |
|
|
|
9,803 |
|
|
|
9,800 |
|
DRS Holdings III, Inc. |
|
11/03/2025 |
|
Consumer Goods: Durable |
|
|
7.25 |
% |
|
1M L+625 |
|
|
15,676 |
|
|
|
15,584 |
|
|
|
15,566 |
|
East Valley Tourist Development Authority |
|
03/07/2022 |
|
Hotels, Restaurants and Leisure |
|
|
9.00 |
% |
|
3M L+800 |
|
|
5,719 |
|
|
|
5,624 |
|
|
|
5,633 |
|
|
|
|
|
|
|
|
P(IK 3.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
ECL Entertainment, LLC |
|
03/312028 |
|
Hotels, Restaurants and Leisure |
|
|
8.25 |
% |
|
1M L+750 |
|
|
2,647 |
|
|
|
2,621 |
|
|
|
2,707 |
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
5.50 |
% |
|
1M L+450 |
|
|
4,994 |
|
|
|
4,994 |
|
|
|
4,894 |
|
Fairbanks More Defense |
|
06/17/2028 |
|
Aerospace and Defense |
|
|
5.50 |
% |
|
3M L+475 |
|
|
10,000 |
|
|
|
9,955 |
|
|
|
10,000 |
|
FlexPrint, LLC |
|
01/02/2024 |
|
Commercial Services & Supplies |
|
|
6.02 |
% |
|
1M L+590 |
|
|
4,770 |
|
|
|
4,732 |
|
|
|
4,746 |
|
Gantech Acquisition Corp. |
|
05/14/2026 |
|
IT Services |
|
|
7.25 |
% |
|
3M L+625 |
|
|
14,925 |
|
|
|
14,648 |
|
|
|
14,627 |
|
Global Holdings InterCo LLC |
|
03/16/2026 |
|
Diversified Financial Services |
|
|
7.00 |
% |
|
3M L+600 |
|
|
3,968 |
|
|
|
3,948 |
|
|
|
3,948 |
|
Graffiti Buyer, Inc |
|
08/10/2027 |
|
Trding Companies & Distributors |
|
|
6.75 |
% |
|
3M L+575 |
|
|
2,393 |
|
|
|
2,346 |
|
|
|
2,357 |
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
6.00 |
% |
|
3M L+500 |
|
|
2,481 |
|
|
|
2,425 |
|
|
|
2,456 |
|
Holdco Sands Intermediate, LLC |
|
12/19/2025 |
|
Aerospace and Defense |
|
|
7.50 |
% |
|
3M L+600 |
|
|
6,474 |
|
|
|
6,407 |
|
|
|
6,441 |
|
IMIA Holdings, Inc. |
|
04/09/2027 |
|
Aerospace and Defense |
|
|
6.75 |
% |
|
3M L+575 |
|
|
13,589 |
|
|
|
13,338 |
|
|
|
13,317 |
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
Diversified Consumer Services |
|
|
5.50 |
% |
|
3M L+450 |
|
|
11,567 |
|
|
|
11,528 |
|
|
|
11,567 |
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
1M L+700 |
|
|
19,450 |
|
|
|
19,193 |
|
|
|
18,933 |
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
8.50 |
% |
|
3M L+750 |
|
|
10,491 |
|
|
|
10,435 |
|
|
|
9,833 |
|
|
|
|
|
|
|
|
P(IK 1.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lightspeed Buyer Inc. |
|
02/3/2026 |
|
Healthcare Providers and Services |
|
|
6.75 |
% |
|
1M L+575 |
|
|
5,707 |
|
|
|
5,606 |
|
|
|
5,707 |
|
Lucky Bucks, LLC |
|
07/20/2027 |
|
Hotel, Gaming and Leisure |
|
|
6.25 |
% |
|
1M L+550 |
|
|
4,500 |
|
|
|
4,411 |
|
|
|
4,424 |
|
Marketplace Events, LLC (3)(4) |
|
09/30/2025 |
|
Media: Diversified and Production |
|
|
6.25 |
% |
|
3M L+525 |
|
|
617 |
|
|
|
617 |
|
|
|
617 |
|
Super Priority First Lien Term Loan |
|
|
|
|
|
|
P(IK 6.25%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan (3)(4) |
|
09/30/2025 |
|
Media: Diversified and Production |
|
— |
|
|
— |
|
|
589 |
|
|
|
— |
|
|
|
— |
|
|
Marketplace Events LLC (4) |
|
09/30/2026 |
|
Media: Diversified and Production |
|
|
0.00 |
% |
|
— |
|
|
4,615 |
|
|
|
3,441 |
|
|
|
4,615 |
|
Mars Acquisition Holdings Corp. |
|
05/14/2026 |
|
Media |
|
|
6.50 |
% |
|
1M L+550 |
|
|
10,000 |
|
|
|
9,813 |
|
|
|
9,900 |
|
MBS Holdings, Inc. |
|
04/16/2027 |
|
Internet Software and Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
7,481 |
|
|
|
7,338 |
|
|
|
7,332 |
|
MeritDirect, LLC |
|
05/23/2024 |
|
Media: Advertising, Printing & Publishing |
|
|
6.50 |
% |
|
3M L+550 |
|
|
5,532 |
|
|
|
5,412 |
|
|
|
5,477 |
|
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
Capital Equipment |
|
|
6.00 |
% |
|
3M L+500 |
|
|
5,890 |
|
|
|
5,877 |
|
|
|
5,890 |
|
NBH Group LLC |
|
08/19/2026 |
|
Healthcare, Education & Culture |
|
|
6.50 |
% |
|
3M L+550 |
|
|
10,902 |
|
|
|
10,687 |
|
|
|
10,684 |
|
New Milani Group LLC |
|
06/06/2024 |
|
Consumer Goods: Non-Durable |
|
|
6.50 |
% |
|
1M L+550 |
|
|
14,550 |
|
|
|
14,481 |
|
|
|
13,895 |
|
OIS Management Services LLC |
|
07/09/2026 |
|
Healthcare Equipment and Supplies |
|
|
5.75 |
% |
|
1M L+475 |
|
|
1,995 |
|
|
|
1,966 |
|
|
|
1,965 |
|
One Stop Mailing, LLC |
|
05/07/2027 |
|
Air Freight and Logistics |
|
|
7.25 |
% |
|
1M L+625 |
|
|
14,920 |
|
|
|
14,631 |
|
|
|
14,659 |
|
Output Services Group, Inc. |
|
03/27/2024 |
|
Business Services |
|
|
5.50 |
% |
|
1M L+450 |
|
|
7,743 |
|
|
|
7,733 |
|
|
|
7,047 |
|
Ox Two, LLC |
|
05/18/2026 |
|
Construction and Building |
|
|
7.00 |
% |
|
3M L+600 |
|
|
4,975 |
|
|
|
4,901 |
|
|
|
4,876 |
|
PH Beauty Holdings III, Inc. |
|
09/29/2025 |
|
Wholesale |
|
|
5.12 |
% |
|
1M L+500 |
|
|
9,693 |
|
|
|
9,514 |
|
|
|
9,467 |
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
1,578 |
|
|
|
1,568 |
|
|
|
1,578 |
|
PlayPower, Inc. |
|
05/8/2026 |
|
Consumer Goods: Durable |
|
|
5.63 |
% |
|
3M L+550 |
|
|
3,805 |
|
|
|
3,720 |
|
|
|
3,736 |
|
Recteq, LLC |
|
01/29/2026 |
|
Leisure Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
4,975 |
|
|
|
4,888 |
|
|
|
4,925 |
|
Research Now Group, Inc. and Survey Sampling International LLC |
|
12/20/2024 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
3M L+550 |
|
|
10,680 |
|
|
|
10,592 |
|
|
|
10,544 |
|
Sales Benchmark Index LLC |
|
01/03/2025 |
|
Professional Services |
|
|
7.75 |
% |
|
3M L+600 |
|
|
5,578 |
|
|
|
5,496 |
|
|
|
5,439 |
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
Wholesale |
|
|
7.00 |
% |
|
1M L+550 |
|
|
5,550 |
|
|
|
5,493 |
|
|
|
5,550 |
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
Business Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
11,785 |
|
|
|
11,760 |
|
|
|
11,254 |
|
Smile Brands Inc. |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
5.32 |
% |
|
3M L+450 |
|
|
12,576 |
|
|
|
12,459 |
|
|
|
12,451 |
|
Snak Club, LLC |
|
07/19/2022 |
|
Beverage, Food and Tobacco |
|
|
7.00 |
% |
|
1M L+600 |
|
|
4,388 |
|
|
|
4,362 |
|
|
|
4,388 |
|
Solutionreach, Inc. |
|
01/17/2024 |
|
Healthcare and Pharmaceuticals |
|
|
6.75 |
% |
|
1M L+575 |
|
|
5,892 |
|
|
|
5,854 |
|
|
|
5,892 |
|
28
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Spectacle Gary Holdings, LLC |
|
12/23/2025 |
|
|
Hotels, Restaurants and Leisure |
|
|
11.00 |
% |
|
1M L+900 |
|
|
|
4,389 |
|
|
|
4,506 |
|
|
|
4,765 |
|
||
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction and Building |
|
|
5.33 |
% |
|
1M L+525 |
|
|
|
9,075 |
|
|
|
9,004 |
|
|
|
9,030 |
|
||
TAC LifePort Purchaser, LLC |
|
03/01/2026 |
|
|
Aerospace and Defense |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
4,950 |
|
|
|
4,860 |
|
|
|
4,948 |
|
||
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
|
Telecommunications |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
10,337 |
|
|
|
10,313 |
|
|
|
10,234 |
|
||
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Business Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
2,309 |
|
|
|
2,306 |
|
|
|
2,297 |
|
||
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
|
Aerospace and Defense |
|
|
6.77 |
% |
|
3M L+550 |
|
|
|
5,713 |
|
|
|
5,634 |
|
|
|
5,656 |
|
||
The Bluebird Group LLC |
|
07/27/2026 |
|
|
Professional Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
|
1,744 |
|
|
|
1,710 |
|
|
|
1,733 |
|
||
The Infosoft Group, LLC |
|
09/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
6.75 |
% |
|
6M L+575 |
|
|
|
13,383 |
|
|
|
13,376 |
|
|
|
13,383 |
|
||
The Vertex Companies, LLC |
|
08/30/2027 |
|
|
Construction and Engineering |
|
|
6.50 |
% |
|
6M L+550 |
|
|
|
5,634 |
|
|
|
5,523 |
|
|
|
5,529 |
|
||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
6.25 |
% |
|
3M L+525 |
|
|
|
8,834 |
|
|
|
8,655 |
|
|
|
8,569 |
|
||
TVC Enterprises, LLC |
|
03/26/2026 |
|
|
Diversified Consumer Services |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
8,558 |
|
|
|
8,593 |
|
|
|
8,558 |
|
||
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
6,636 |
|
|
|
6,599 |
|
|
|
6,636 |
|
||
Tyto Athene, LLC |
|
08/27/2024 |
|
|
IT Services |
|
|
6.25 |
% |
|
1M L+550 |
|
|
|
11,443 |
|
|
|
11,334 |
|
|
|
11,443 |
|
||
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
17,571 |
|
|
|
17,457 |
|
|
|
17,483 |
|
||
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
11,030 |
|
|
|
10,849 |
|
|
|
10,975 |
|
||
Walker Edison Furniture Company LLC |
|
03/31/2027 |
|
|
Wholesale |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
12,438 |
|
|
|
12,142 |
|
|
|
11,971 |
|
||
Wildcat Buyerco, Inc. |
|
02/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
5,706 |
|
|
|
5,656 |
|
|
|
5,678 |
|
||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558,880 |
|
|
|
557,732 |
|
||||
Second Lien Secured Debt - 10.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DBI Intermediate Holdco, LLC, Term Loan B (4) |
|
02/02/2026 |
|
|
Business Services |
|
|
11.00 |
% |
|
|
— |
|
|
|
2,434 |
|
|
|
2,434 |
|
|
|
2,434 |
|
|
|
|
|
|
|
|
|
|
P(IK 9.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventus Power, Inc. |
|
09/29/2024 |
|
|
Consumer Goods: Durable |
|
|
9.50 |
% |
|
3M L+850 |
|
|
|
3,000 |
|
|
|
2,947 |
|
|
|
2,940 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,381 |
|
|
|
5,374 |
|
||||
Equity Securities - 3.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DBI Intermediate Holdco, LLC, Series A-1 (4) |
|
|
— |
|
|
Business Services |
|
|
13.00 |
% |
|
|
— |
|
|
|
7 |
|
|
|
5,034 |
|
|
|
— |
|
DBI Intermediate Holdco, LLC, Series AA (4) |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
6,731 |
|
|
|
1,314.7 |
|
DBI Intermediate Holdco, LLC, Series B (4) |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
1,065 |
|
|
|
237 |
|
|
|
— |
|
New MPE Holdings, LLC |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
0 |
|
|
|
— |
|
|
|
362.2 |
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,002 |
|
|
|
1,677 |
|
||||
Total Investments - 1101.7% |
|
|
|
|
|
|
|
|
|
|
|
576,263 |
|
|
|
564,783 |
|
|||||||||
Cash and Cash Equivalents - 55.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,191 |
|
|
|
28,191 |
|
||||
US Bank Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196 |
|
|
|
183 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,387 |
|
|
|
28,374 |
|
||||
Total Investments and Cash Equivalents —1,157.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
604,650 |
|
|
$ |
593,157 |
|
||||
Liabilities in Excess of Other Assets — (1057.1)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(541,893 |
) |
|||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
51,264 |
|
|||||
Below are the consolidated statements of assets and liabilities for PSSL ($ in thousands):
|
|
June 30, 2022 |
|
|
|
|
|
||
|
|
(Unaudited) |
|
|
|
September 30, 2021 |
|
||
Assets |
|
|
|
|
|
|
|
||
Investments at fair value (cost—$752,368 and $576,263, respectively) |
$ |
|
746,819 |
|
|
$ |
|
564,783 |
|
Cash and cash equivalents (cost—$39,197 and $28,387, respectively) |
|
|
39,190 |
|
|
|
|
28,374 |
|
Interest receivable |
|
|
2,282 |
|
|
|
|
1,414 |
|
Receivable for investment sold |
|
|
— |
|
|
|
|
7,323 |
|
Prepaid expenses and other assets |
|
|
2,038 |
|
|
|
|
1,665 |
|
Total assets |
|
|
790,328 |
|
|
|
|
603,559 |
|
Liabilities |
|
|
|
|
|
|
|
||
Payable for investments purchased |
|
|
6,609 |
|
|
|
|
31,963 |
|
Credit facility payable |
|
|
249,500 |
|
|
|
|
112,000 |
|
2032 Asset-backed debt, net (par—$246,000) |
|
|
243,213 |
|
|
|
|
242,757 |
|
Notes payable to members |
|
|
217,350 |
|
|
|
|
161,000 |
|
Interest payable on Credit Facility |
|
|
2,662 |
|
|
|
|
1,741 |
|
Interest payable on notes to members |
|
|
3,662 |
|
|
|
|
2,656 |
|
Accrued other expenses |
|
|
183 |
|
|
|
|
178 |
|
Total liabilities |
|
|
723,179 |
|
|
|
|
552,295 |
|
Members' equity |
|
|
67,149 |
|
|
|
|
51,263 |
|
Total liabilities and members' equity |
$ |
|
790,328 |
|
|
$ |
|
603,559 |
|
29
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Below are the consolidated statements of operations for PSSL ($ in thousands):
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
|||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest |
$ |
|
13,535 |
|
|
$ |
|
8,688 |
|
|
$ |
36,467 |
|
|
$ |
23,741 |
|
Other income |
|
|
65 |
|
|
|
|
506 |
|
|
|
1,084 |
|
|
|
757 |
|
Total investment income |
|
|
13,600 |
|
|
|
|
9,194 |
|
|
|
37,551 |
|
|
|
24,498 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and expense on credit facility and asset-backed debt |
|
|
4,667 |
|
|
|
|
2,623 |
|
|
|
11,514 |
|
|
|
6,589 |
|
Interest expense on notes to members |
|
|
4,510 |
|
|
|
|
3,289 |
|
|
|
11,704 |
|
|
|
9,283 |
|
Administrative services expenses |
|
|
300 |
|
|
|
|
300 |
|
|
|
900 |
|
|
|
900 |
|
Other general and administrative expenses |
|
|
289 |
|
|
|
|
227 |
|
|
|
867 |
|
|
|
617 |
|
Total expenses |
|
|
9,766 |
|
|
|
|
6,439 |
|
|
|
24,985 |
|
|
|
17,389 |
|
Net investment income |
|
|
3,834 |
|
|
|
|
2,755 |
|
|
|
12,566 |
|
|
|
7,109 |
|
Realized and unrealized (loss) gain on investments and credit facility foreign currency translation currency translations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized loss on investments |
|
|
(24 |
) |
|
|
|
(3,403 |
) |
|
|
(14,956 |
) |
|
|
(4,679 |
) |
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments |
|
|
(5,232 |
) |
|
|
|
1,920 |
|
|
|
6,325 |
|
|
|
9,584 |
|
Credit facility foreign currency translation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
(489 |
) |
Net change in unrealized appreciation (depreciation) on investments and credit facility foreign currency translations |
|
|
(5,232 |
) |
|
|
|
1,920 |
|
|
|
6,325 |
|
|
|
9,095 |
|
Net realized and unrealized gain (loss) from investments and credit facility foreign currency translations |
|
|
(5,256 |
) |
|
|
|
(1,483 |
) |
|
|
(8,631 |
) |
|
|
4,416 |
|
Net increase (decrease) in members' equity resulting from operations |
$ |
|
(1,422 |
) |
|
$ |
|
1,272 |
|
|
$ |
3,935 |
|
|
$ |
11,525 |
|
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: |
Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
|
Level 2: |
Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
|
Level 3: |
Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2031 Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2026 Notes are classified as Level 2 as they are financial instruments with readily observable market inputs. Our 2023 Notes are classified as Level 1, as they were valued using the closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as Floating Rate Loans, mainly first lien secured debt, but also may include second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.
30
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2026 Notes, our 2031 Asset-Backed Debt and our Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value of an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any investments for which fair value is measured using the net asset value per share as a practical expedient within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that the board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an earnings before interest, taxes, depreciation and amortization, or EBITDA, multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA multiple will have the opposite effect.
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes ($ in thousands):
Asset Category |
|
Fair value at June 30, 2022 |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
101,193 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
First lien |
|
|
961,189 |
|
|
Market Comparable |
|
Market Yield |
|
7.4% - 21.8% (10.1%) |
Second lien |
|
|
149 |
|
|
Market Comparable |
|
Market Yield |
|
13.5% |
Second lien |
|
|
512 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
5.3x |
Equity |
|
|
89,875 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
3.4x - 21.5x (12.5x) |
Equity |
|
|
4,217 |
|
|
Enterprise Market Value |
|
DLOM |
|
11.8% |
Total Level 3 investments |
|
$ |
1,157,135 |
|
|
|
|
|
|
|
Debt Category |
|
|
|
|
|
|
|
|
|
|
Long-Term Credit Facility |
|
$ |
253,443 |
|
|
Market Comparable |
|
Market Yield |
|
2.9% |
Asset Category |
|
Fair value at September 30, 2021 |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
177,480 |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
First lien |
|
|
754,004 |
|
|
Market Comparable |
|
Market Yield |
|
5.6% – 13.0% (7.5%) |
Second lien |
|
|
8,085 |
|
|
Market Comparable |
|
Market Yield |
|
11.0% – 14.0% (11.8%) |
First lien |
|
|
2,934 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
1.8x |
Second lien |
|
|
864 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
5.4x |
Equity |
|
|
70,253 |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
4.7x – 18.5x (11.5x) |
Equity |
|
|
7,569 |
|
|
Enterprise Market Value |
|
DLOM |
|
9.3% |
Total Level 3 investments |
|
$ |
1,021,189 |
|
|
|
|
|
|
|
Debt Category |
|
|
|
|
|
|
|
|
|
|
Long-Term Credit Facility |
|
$ |
218,852 |
|
|
Market Comparable |
|
Market Yield |
|
2.1% |
31
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
Our investments, cash and cash equivalents, Credit Facility or Prior Credit Facility, as applicable, 2023 Notes, 2026 Notes and 2031 Asset-Backed Debt were categorized as follows in the fair value hierarchy for ASC 820 purposes ($ in thousands):
|
|
Fair Value at June 30, 2022 |
|
|||||||||||||||||
Description |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net |
|
|||||
First lien |
|
$ |
1,062,382 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,062,382 |
|
|
$ |
— |
|
Second lien |
|
|
661 |
|
|
|
— |
|
|
|
— |
|
|
|
661 |
|
|
|
— |
|
Equity |
|
|
163,399 |
|
|
|
— |
|
|
|
— |
|
|
|
94,092 |
|
|
|
69,307 |
|
Total investments |
|
|
1,226,442 |
|
|
|
— |
|
|
|
— |
|
|
|
1,157,135 |
|
|
|
69,307 |
|
Cash and cash equivalents |
|
|
40,616 |
|
|
|
40,616 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total investments and cash and cash equivalents |
|
$ |
1,267,058 |
|
|
$ |
40,616 |
|
|
$ |
— |
|
|
$ |
1,157,135 |
|
|
$ |
69,307 |
|
Credit Facility payable |
|
$ |
253,443 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
253,443 |
|
|
$ |
— |
|
2023 Notes payable |
|
|
94,717 |
|
|
|
94,717 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2026 Notes payable (2) |
|
|
182,082 |
|
|
|
— |
|
|
|
182,082 |
|
|
|
— |
|
|
|
— |
|
2031 Asset-Backed Debt(2) |
|
|
225,970 |
|
|
|
— |
|
|
|
— |
|
|
|
225,970 |
|
|
|
— |
|
Total debt |
|
$ |
756,212 |
|
|
$ |
94,717 |
|
|
$ |
182,082 |
|
|
$ |
479,413 |
|
|
$ |
— |
|
|
|
Fair Value at September 30, 2021 |
|
|||||||||||||||||
Description |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net |
|
|||||
First lien |
|
$ |
934,418 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
934,418 |
|
|
$ |
— |
|
Second lien |
|
|
8,949 |
|
|
|
— |
|
|
|
— |
|
|
|
8,949 |
|
|
|
— |
|
Equity |
|
|
138,252 |
|
|
|
— |
|
|
|
— |
|
|
|
77,822 |
|
|
|
60,430 |
|
Total investments |
|
|
1,081,619 |
|
|
|
— |
|
|
|
— |
|
|
|
1,021,189 |
|
|
|
60,430 |
|
Cash and cash equivalents |
|
|
49,826 |
|
|
|
49,826 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total investments and cash and cash equivalents |
|
$ |
1,131,445 |
|
|
$ |
49,826 |
|
|
$ |
— |
|
|
$ |
1,021,189 |
|
|
$ |
60,430 |
|
Credit Facility payable |
|
$ |
218,852 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
218,852 |
|
|
$ |
— |
|
2023 Notes payable |
|
|
111,114 |
|
|
|
111,114 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2026 Notes payable (2) |
|
|
97,171 |
|
|
|
— |
|
|
|
97,171 |
|
|
|
— |
|
|
|
— |
|
2031 Asset-Backed Debt(2) |
|
|
225,497 |
|
|
|
— |
|
|
|
— |
|
|
|
225,497 |
|
|
|
— |
|
Total debt |
|
$ |
652,633 |
|
|
$ |
111,114 |
|
|
$ |
97,171 |
|
|
$ |
444,349 |
|
|
$ |
— |
|
The tables below show a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3)
($ in thousands):
|
|
Nine months ended June 30, 2022 |
|
|||||||||
Description |
|
First Lien |
|
|
Second lien, |
|
|
Totals |
|
|||
Beginning Balance |
|
$ |
934,418 |
|
|
$ |
86,771 |
|
|
$ |
1,021,189 |
|
Net realized losses |
|
|
1,124 |
|
|
|
(13,106 |
) |
|
|
(11,982 |
) |
Net change in unrealized depreciation |
|
|
(7,553 |
) |
|
|
12,411 |
|
|
|
4,858 |
|
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
539,028 |
|
|
|
25,045 |
|
|
|
564,073 |
|
Sales, repayments and non-cash exchanges |
|
|
(404,635 |
) |
|
|
(16,368 |
) |
|
|
(421,003 |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
1,062,382 |
|
|
$ |
94,753 |
|
|
$ |
1,157,135 |
|
Net change in unrealized depreciation reported within the net change in unrealized |
|
$ |
(5,627 |
) |
|
$ |
12,170 |
|
|
$ |
6,543 |
|
32
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
|
|
Nine months ended June 30, 2021 |
|
|||||||||
Description |
|
First Lien |
|
|
Second lien, |
|
|
Totals |
|
|||
Beginning Balance |
|
$ |
968,616 |
|
|
$ |
78,402 |
|
|
$ |
1,047,018 |
|
Net realized losses |
|
|
(3,798 |
) |
|
|
(10,617 |
) |
|
|
(14,415 |
) |
Net change in unrealized depreciation |
|
|
14,440 |
|
|
|
30,405 |
|
|
|
44,845 |
|
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
448,247 |
|
|
|
25,199 |
|
|
|
473,446 |
|
Sales, repayments and non-cash exchanges |
|
|
(544,240 |
) |
|
|
(21,298 |
) |
|
|
(565,538 |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
883,265 |
|
|
$ |
102,091 |
|
|
$ |
985,356 |
|
Net change in unrealized depreciation reported within the net change in unrealized |
|
$ |
11,044 |
|
|
$ |
29,006 |
|
|
$ |
40,050 |
|
The table below shows a reconciliation of the beginning and ending balances for liabilities recognized at fair value and measured using significant unobservable inputs (Level 3)($ in thousands):
|
|
Nine months ended June 30, |
|
|||||
Long-Term Credit Facility |
|
2022 |
|
|
2021 |
|
||
Beginning Balance (cost – $219,400 and $308,599, respectively) |
|
$ |
218,852 |
|
|
$ |
299,047 |
|
Net change in unrealized (depreciation) appreciation included in earnings |
|
|
(5,663 |
) |
|
|
9,218 |
|
Borrowings |
|
|
147,254 |
|
|
|
255,500 |
|
Repayments |
|
|
(107,000 |
) |
|
|
(430,699 |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
Ending Balance (cost – $259,277 and $133,400, respectively) |
|
$ |
253,443 |
|
|
$ |
133,066 |
|
As of June 30, 2022, we had outstanding non-U.S. dollar borrowings on our Credit Facility. Net change in fair value from currency translation on outstanding borrowings is listed below ($ in thousands):
Foreign Currency |
|
Amount |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair |
|
||||
Australian Dollar |
|
$ |
10,000 |
|
|
$ |
7,254 |
|
|
|
6,877 |
|
|
7/1/2022 |
|
|
(377 |
) |
As of September 30, 2021 we did not have any outstanding non-U.S. dollar borrowings on the Credit Facility.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to our Credit Facility and the 2023 Notes. We elected to use the fair value option for our Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we did not incur any expenses relating to amendment costs on the Credit Facility during both the three and nine months ended June 30, 2022 and 2021. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and the 2023 Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including our 2026 Notes and the 2031 Asset-Backed Debt.
For the three and nine months ended June 30, 2022, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of less than $0.1 million and $1.3 million, respectively. For the three and nine months ended June 30, 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation (appreciation) of $3.2 million and $(11.3) million, respectively. As of June 30, 2022 and September 30, 2021, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $8.5 million and $7.2 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments. Our 2023 Notes trade on the TASE and we use the closing price on the exchange to determine the fair value.
33
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled affiliate when we own at least 5% but less than 25% of its voting securities and a controlled affiliate generally when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the nine months ended June 30, 2022 were as follows ($ in thousands):
Name of Investment |
|
Fair Value at September 30, 2021 |
|
Gross Additions |
|
Sale of/ Distribution from Affiliates |
|
Net Change in |
|
Fair Value at June 30, 2022 |
|
Interest Income |
|
Dividend/ |
|
Net Realized |
Non-Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DBI Holding, LLC |
|
$7,433 |
|
$— |
|
$(22,380) |
|
$14,947 |
|
$— |
|
$112 |
|
$— |
|
$(22,380) |
Country Fresh Holding |
|
- |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
65 |
Total Non-Controlled |
|
$7,433 |
|
$— |
|
$(22,380) |
|
$14,947 |
|
$— |
|
$112 |
|
$— |
|
$(22,315) |
Controlled Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketplace Events, LLC |
|
$31,649 |
|
$317 |
|
$— |
|
$882 |
|
$32,847 |
|
$392 |
|
$— |
|
$— |
PennantPark Senior Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Fund I LLC * |
|
185,731 |
|
70,438 |
|
— |
|
(7,232) |
|
248,937 |
|
10,241 |
|
10,675 |
|
— |
Total Controlled Affiliates |
|
$217,380 |
|
$70,754 |
|
$— |
|
$(6,350) |
|
$281,784 |
|
$10,633 |
|
$10,675 |
|
$— |
Total Controlled and |
|
$224,813 |
|
$70,754 |
|
$(22,380) |
|
$8,597 |
|
$281,784 |
|
$10,745 |
|
$10,675 |
|
$(22,315) |
* We and Kemper are the members of PSSL, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSSL make investments in PSSL in the form of first lien secured debt and equity interests, and all portfolio and other material decisions regarding PSSL must be submitted to PSSL’s board of directors or investment committee, both of which are comprised of two members appointed by each of us and Kemper. Because management of PSSL is shared equally between us and Kemper, we do not believe we control PSSL for purposes of the 1940 Act or otherwise.
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase (decrease) in net assets resulting from operations
($ in thousands, except per share data):
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Numerator for net increase in net assets resulting from operations |
|
$ |
(5,085 |
) |
|
$ |
14,707 |
|
|
$ |
16,592 |
|
|
$ |
52,511 |
|
Denominator for basic and diluted weighted average shares |
|
|
41,334,234 |
|
|
|
38,772,074 |
|
|
|
39,940,832 |
|
|
|
38,772,074 |
|
Basic and diluted net increase in net assets per share resulting from operations |
|
$ |
(0.12 |
) |
|
$ |
0.38 |
|
|
$ |
0.42 |
|
|
$ |
1.35 |
|
8. CASH AND CASH EQUIVALENTS
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule of Investments. At the end of each fiscal quarter, we may take proactive steps to preserve investment flexibility for the next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter-end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as are deemed appropriate for this purpose. These amounts are excluded from average adjusted gross assets for purposes of computing the Investment Adviser’s management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of June 30, 2022 and September 30, 2021, cash and cash equivalents consisted of money market funds in the amounts of $40.6 million and $49.8 million at fair value, respectively.
34
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
9. FINANCIAL HIGHLIGHTS
Below are the financial highlights ($ in thousands, except per share data):
|
|
Nine Months Ended June 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Per Share Data: |
|
|
|
|
|
|
||
Net asset value, beginning of period |
|
$ |
12.62 |
|
|
$ |
12.31 |
|
Net investment income (1) |
|
|
0.90 |
|
|
|
0.78 |
|
Net change in realized and unrealized (loss) gain (1) |
|
|
(0.48 |
) |
|
|
0.58 |
|
Net increase in net assets resulting from operations (1) |
|
|
0.42 |
|
|
|
1.36 |
|
Distributions to stockholders (1), (2) |
|
|
(0.86 |
) |
|
|
(0.86 |
) |
Issuance of common stock |
|
|
0.03 |
|
|
|
— |
|
Net asset value, end of period |
|
$ |
12.21 |
|
|
$ |
12.81 |
|
Per share market value, end of period |
|
$ |
11.48 |
|
|
$ |
12.72 |
|
Total return *(3) |
|
|
-4.08 |
% |
|
|
62.85 |
% |
Shares outstanding at end of period |
|
|
41,345,638 |
|
|
|
38,772,074 |
|
Ratios** / Supplemental Data: |
|
|
|
|
|
|
||
Ratio of operating expenses to average net assets (4) |
|
|
5.33 |
% |
|
|
4.01 |
% |
Ratio of debt related expenses to average net assets (5) |
|
|
5.50 |
% |
|
|
4.36 |
% |
Ratio of total expenses to average net assets (5) |
|
|
10.83 |
% |
|
|
8.37 |
% |
Ratio of net investment income to average net assets (5) |
|
|
9.54 |
% |
|
|
8.25 |
% |
Net assets at end of period |
|
$ |
504,913 |
|
|
$ |
496,632 |
|
Weighted average debt outstanding |
|
$ |
762,376 |
|
|
$ |
623,132 |
|
Weighted average debt per share (1) |
|
$ |
19.09 |
|
|
$ |
16.07 |
|
Asset coverage per unit (6) |
|
$ |
1,656 |
|
|
$ |
1,845 |
|
Portfolio turnover ratio |
|
|
33.07 |
% |
|
|
61.24 |
% |
* Not annualized for periods less than one year.
** Annualized for periods less than one year.
10. DEBT
The annualized weighted average cost of debt for the nine months ended June 30, 2022 and 2021, inclusive of the fee on the undrawn commitment on the Credit Facility or the Prior Credit Facility, as applicable, amendment costs and debt issuance costs, was 3.7% and 3.4%, respectively. As of June 30, 2022, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing.
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the Small Business Credit Availability Act, or SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), effective as of April 5, 2019, subject to compliance with certain disclosure requirements. As of June 30, 2022 and September 30, 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 166% and 175%, respectively.
Credit Facility
Funding I’s multi-currency Credit Facility with affiliates of Truist Bank (formerly SunTrust Bank), or the Lenders, was $300 million as of June 30, 2022, subject to satisfaction of certain conditions and regulatory restrictions that the 1940 Act imposes on us as a BDC, has an interest rate spread above LIBOR (or an alternative risk-free floating interest rate index) of 225 basis points, a maturity date of August 2026 and a revolving period that ends in August 2024. As of June 30, 2022 and September 30, 2021, Funding I had $259.3 million and $219.4 million of outstanding borrowings under the Credit Facility, respectively. The Credit Facility had a weighted average interest rate of 3.3% and 2.3%, exclusive of the fee on undrawn commitments as of June 30, 2022 and September 30, 2021, respectively. As of June 30, 2022 and September 30, 2021, we had $40.7 million and $80.6 million of unused borrowing capacity under the Credit Facility, respectively, subject to leverage and borrowing base restrictions.
During the revolving period, the Credit Facility bears interest at LIBOR (or an alternative risk-free floating interest rate index) plus 225 basis points and, after the revolving period, the rate will reset to Base Rate (or an alternative risk-free floating interest rate index) plus 250 basis points for the remaining two years, maturing in August 2026. The Credit Facility is secured by all of the assets of Funding I. Both we and Funding I have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
The Credit Facility contains covenants, including, but not limited to, restrictions of loan size, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of June 30, 2022, we were in compliance with the covenants relating to the Credit Facility.
We own 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage. Our Investment Adviser serves as collateral manager to Funding I under the Credit Facility.
Our interest in Funding I (other than the management fee) is subordinate in priority of payment to every other obligation of Funding I and is subject to certain payment restrictions set forth in the Credit Facility. We may receive cash distributions on our equity interests in Funding I only after it has made all required payments of (1) cash
35
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
June 30, 2022
(Unaudited)
interest and, if applicable, principal to the Lenders, (2) administrative expenses and (3) claims of other unsecured creditors of Funding I. The Investment Adviser has irrevocably directed that any management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager.
2023 Notes
In November 2017, we issued $138.6 million of our 2023 Notes of which $97.0 million and $117.8 million were outstanding as at June 30, 2022 and September 30, 2021, respectively. The 2023 Notes were issued pursuant to a deed of trust between the Company and Mishmeret Trust Company, Ltd., as trustee.
The 2023 Notes pay interest at a rate of 4.3% per year. As a result of the downgrade of the 2023 Notes from “ilA+” to “ilA-” in March 2020, the interest rate of the 2023 Notes was increased to 4.3% from 3.8%. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2018. The principal on the 2023 Notes will be payable in four annual installments as follows: 15% of the original principal amount on December 15, 2020, 15% of the original principal amount on December 15, 2021, 15% of the original principal amount on December 15, 2022 and 55% of the original principal amount on December 15, 2023.
The 2023 Notes are general, unsecured obligations, rank equal in right of payment with all of PennantPark Floating Rate Capital Ltd.'s existing and future senior unsecured indebtedness and are generally redeemable at our option. The deed of trust governing the 2023 Notes includes certain customary covenants, including minimum equity requirements, and events of default. Please refer to the deed of trust filed as Exhibit (d)(8) to our post-effective amendment filed on December 13, 2017 for more information. The 2023 Notes are rated ilA- by S&P Global Ratings Maalot Ltd. and are listed on the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
The 2023 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or in transactions exempt from, or not subject to, such registration requirements.
2026 Notes
In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of $185.0 million of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semi-annually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are our general, unsecured obligations and rank equal in right of payment with all existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
2031 Asset-Backed Debt
In September 2019, the Company completed the $301.4 million term debt securitization. Term debt securitizations, also known as CLOs, are a form of secured financing incurred by the Company, which is consolidated by the Company and subject to the Company’s asset coverage requirements. The 2031 Asset-Backed Debt was issued by the Securitization Issuer. The 2031 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $78.5 million Class A-1 Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month LIBOR plus 1.8%, (ii) $15.0 million Class A-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 3.7%, (iii) $14.0 million Class B-1 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 2.9%, (iv) $16.0 million Class B-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 4.3%, (v) $19.0 million Class C‑1 Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.0%, (vi) $8.0 million Class C-2 Secured Deferrable Fixed Rate Notes due 2031, which bear interest at 5.4%, and (vii) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.8% and (B) the borrowing of $77.5 million Class A‑1 Senior Secured Floating Rate Loans due 2031, which bear interest at the three-month LIBOR plus 1.8%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. The annualized interest on the 2031 Asset-Backed Debt will be paid, to the extent of funds available. The reinvestment period of the Debt Securitization ends on October 15, 2023 and the 2031 Asset-Backed Debt is scheduled to mature on October 15, 2031.
On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by certain of our wholly-owned subsidiaries, the Securitization Issuer transferred to us 100% of the Preferred Shares of the Securitization Issuer, 100% of the Class D Secured Deferrable Floating Rate Notes issued by the Securitization Issuer, and a portion of the net cash proceeds received from the sale of the 2031 Asset-Backed Debt. The Preferred Shares of the Securitization Issuer do not bear interest and had a stated value of approximately $55.4 million at the closing of the Debt Securitization.
The 2031 Asset-Backed Debt is included in the Consolidated Statement of Assets and Liabilities as debt of the Company and the Class D Secured Deferrable Floating Rate Notes and the Preferred Shares of the Securitization Issuer were eliminated in consolidation. As of both June 30, 2022 and September 30, 2021, the Company had $228.0 million of 2031 Asset-Backed Debt outstanding with a weighted average interest rate of 2.7% and 2.6%, respectively. As of June 30, 2022 and September 30, 2021, the unamortized fees on the 2031 Asset-Backed Debt were $2.0 million and $2.5 million, respectively.
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
11. COMMITMENTS AND CONTINGENCIES
From time to time, we, the Investment Adviser or the Administrator may be a party to legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. Unfunded debt and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. As of June 30, 2022 and September 30, 2021, we had $164.5 million and $166.9 million, respectively, in commitments to fund investments. Additionally, as described in Note 4, the Company had unfunded commitments of $28.4 and $42.0 million to PSSL as of June 30, 2022 and September 30, 2021, respectively, that may be contributed primarily for the purpose of funding new investments approved by the PSSL board of directors or investment committee.
36
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of PennantPark Floating Rate Capital Ltd. and its Subsidiaries
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated statement of assets and liabilities of PennantPark Floating Rate Capital Ltd. and its Subsidiaries (collectively referred to as the Company), including the consolidated schedule of investments, as of June 30, 2022, and the related consolidated statements of operations and changes in net assets for the three and nine months ended June 30, 2022 and 2021, and cash flows for the nine-month periods ended June 30, 2022 and 2021, and the related notes to the consolidated financial statements (collectively, the interim financial information or financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of September 30, 2021, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated November 17, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities as of September 30, 2021, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
/s/ RSM US LLP
New York, New York
August 3, 2022
Awareness Letter of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of PennantPark Floating Rate Capital Ltd. and its Subsidiaries
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of PennantPark Floating Rate Capital Ltd. and its Subsidiaries for the periods ended ended June 30, 2022 and 2021, as indicated in our report dated August 3, 2022; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, is incorporated by reference in Registration Statement No. 333-235532 on Form N-2.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ RSM US LLP
New York, New York
August 3, 2022
38
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to us and our consolidated subsidiaries regarding future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and uncertainties, including statements as to:
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. You should not place undue influence on the forward-looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors in “Risk Factors” and elsewhere in this Report.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved.
We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including reports on Form 10-Q/K and current reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes thereto contained elsewhere in this Report.
Overview
PennantPark Floating Rate Capital Ltd. is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital by investing primarily in Floating Rate Loans and other investments made to U.S. middle-market companies.
We believe that Floating Rate Loans to U.S. middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. Our investments are typically rated below investment grade. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. However, when compared to junk bonds and other non-investment grade debt,
39
senior secured Floating Rate Loans typically have more robust capital-preserving qualities, such as historically lower default rates than junk bonds, represent the senior source of capital in a borrower’s capital structure and often have certain of the borrower’s assets pledged as collateral. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.
Under normal market conditions, we generally expect that at least 80% of the value of our managed assets will be invested in Floating Rate Loans and other investments bearing a variable-rate of interest. We generally expect that first lien secured debt will represent at least 65% of our overall portfolio. We also generally expect to invest up to 35% of our overall portfolio opportunistically in other types of investments, including second lien secured debt and subordinated debt and, to a lesser extent, equity investments. We seek to create a diversified portfolio by generally targeting an investment size between $5 million and $30 million, on average, although we expect that this investment size will vary proportionately with the size of our capital base.
Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
Organization and Structure of PennantPark Floating Rate Capital Ltd.
PennantPark Floating Rate Capital Ltd., a Maryland corporation organized in October 2010, is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we elected to be treated, and intend to qualify annually, as a RIC under the Code.
Our investment activities are managed by the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. We have also entered into an Administration Agreement with the Administrator. Under our Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. Our board of directors, a majority of whom are independent of us, provides overall supervision of our activities, and the Investment Adviser supervises our day-to-day activities.
COVID-19 Developments
COVID-19 was first detected in December 2019 and has since been identified as a global pandemic by the World Health Organization. The effect of the ongoing COVID-19 pandemic or any worsening thereof, uncertainty relating to more contagious strains of the virus, the length of recovery of certain economic sectors in the U.S. and globally and the speed and efficiency of the vaccination process, including the extent to which the available vaccines are ineffective against any new COVID_19 variants, may create stress on the market and may affect some of our portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including any worsening thereof or its duration in the United States and globally and any impact to our business operations or the business operations of our portfolio companies
Due to the nature of these governmental restrictions and their potentially long-lasting duration, some portfolio companies, especially those in vulnerable industries such as retail, food and beverage and travel, have experienced significant financial distress and may default on their financial obligations to us and their other capital providers. Moreover, certain of our portfolio companies that remain subject to prolonged and severe financial distress, have substantially curtailed their operations, deferred capital expenditures, furloughed or laid off workers and/or terminated relationships with their service providers. Depending on the length and magnitude of the disruption to the operations of our portfolio companies, certain portfolio companies may experience financial distress and possibly default on their financial obligations to us and their other capital providers in the future. These developments could impact the value of our investments in such portfolio companies.
The COVID-19 pandemic, including any worsening thereof, may have an adverse impact on certain sectors of the global economy. Particularly, COVID-19 presents material uncertainty and risk with respect to our future performance and financial results as well as the future performance and financial results of our portfolio companies due to the risk of any sever adverse reactions to the vaccine, politicization of the vaccination process or general public skepticism of the safety and efficacy of the vaccine. While we are unable to predict the ultimate adverse effect of COVID-19, or any worsening thereof, on our results of operation, we have identified certain factors that are likely to affect market, economic and geopolitical conditions, and thereby may adversely affect our business, including:
The business disruption and financial harm resulting from the COVID-19 pandemic experienced by some of our portfolio companies may reduce, over time, the amount of interest and dividend income that we receive from such investments and may require us to provide an increase of capital to such companies in the form of follow on investments. In connection with the adverse effects of the COVID-19 pandemic, we may also need to restructure the capitalization of some of our portfolio companies, which could result in reduced interest payments, an increase in the amount of PIK interest we receive or a permanent reduction in the value of our investments. If our net investment income decreases, the percentage of our cash flows dedicated to debt servicing and distribution payments to stockholders would subsequently increase. If such cash flows cannot be sustained, we may be required to reduce the amount of our future distributions to stockholders. As of June 30, 2022, we had two portfolio companies on non-accrual status, and the continuing impact of the COVID-19 pandemic, or any worsening thereof, may result in additional portfolio investments being placed on non-accrual status in the future.
Additionally, as of June 30, 2022 and September 30, 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 166% and 175%, respectively. Our Credit Facility includes standard covenants and events of default provisions. If we fail to make the required payments or breach the covenants therein, it could result in a default under the Credit Facility. Failure to cure such default or obtain a waiver from the appropriate party would result in an event of default, and the lenders may accelerate the repayment of our indebtedness under the Credit Facility, such that all amounts owed are due immediately at the time of default. Such an action would negatively affect our liquidity, business, financial condition, results of operations, cash flows and ability to pay distributions to our stockholders.
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We are also subject to financial risks, including changes in market interest rates. As of June 30, 2022, our debt portfolio consisted of 99.9% variable-rate investments. The variable-rate loans are usually based on a floating interest rate index such as LIBOR and typically have durations of three months after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In addition, the Credit Facility currently bears interest at LIBOR (or an alternative risk-free floating interest rate index) plus 225 basis points and, after the revolving period ends in August 2024, the rate will reset to Base Rate (or an alternative risk-free floating interest rate index) plus 250 basis points. Due to such rates, our gross investment income has decreased, which could result in a decrease in our net investment income if such decreases in LIBOR are not offset by, among other things, a corresponding increase in the spread over LIBOR that we earn on such loans or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” below.
In addition, we have continued to implement our business continuity planning strategy. Our priority has been to safeguard the health of our employees and to ensure continuity of business operations on behalf of our investors. We implemented a heightened level of communication across senior management, our investment team and our board of directors, and we have proactively engaged with our vendors on a regular basis to ensure they continue to meet our criteria for business continuity.
LIBOR Developments
In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. As of December 31, 2021, all non-U.S. dollar LIBOR publications have been phased out. The phase out of a majority of the U.S. dollar publications is currently delayed until June 30, 2023. The Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by the U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is not possible at this time to predict the effect of any such changes, any establishment of alternative reference rates, whether the COVID-19 pandemic will have further effect on LIBOR transition timelines, or other reforms to LIBOR that may be enacted.
The effect of the establishment of alternative reference rates or other reforms to LIBOR or other reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations. Given the inherent differences between LIBOR and SOFR, or any other alternative benchmark rate that may be established, there are continuing uncertainties regarding the transition from LIBOR, including, but not limited to, the need to amend all contracts with LIBOR as the referenced rate and how this will impact the cost of variable rate debt and certain derivative financial instruments. In addition, SOFR or other replacement rates may fail to gain market acceptance. Any failure of SOFR or alternative reference rates to gain market acceptance could adversely affect the return on, value of and market for securities linked to such rates.
Factors such as the pace of the transition to replacement or reformed rates, the specific terms and parameters for and market acceptance of any alternative reference rate, prices of and the liquidity of trading markets for products based on alternative reference rates, and our ability to transition and develop appropriate systems and analytics for one or more alternative reference rates could also have a material adverse effect on our business, financial condition and results of operations.
At-the-Market Offering
On August 20, 2021, the Company entered into Equity Distribution Agreements with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents (each, a “Sales Agent,” and together, the “Sales Agents”), in connection with the sale of shares of the Company’s Common Stock, par value $0.001 per share, with an aggregate offering price of up to $75 million. On May 5, 2022, we amended the Equity Distribution Agreements to update references from NASDAQ to NYSE and reflect that the agents are now represented by Kirkland & Ellis LLP. The Equity Distribution Agreements provide that the Company may offer and sell shares of the Common Stock from time to time through a Sales Agent in amounts and at times to be determined by the Company. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, market conditions and the trading price of the Common Stock.
Revenues
We generate revenue in the form of interest income on the debt securities we hold and capital gains and dividends, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of first lien secured debt, second lien secured debt or subordinated debt, typically have a term of three to ten years and bear interest at a floating or fixed rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of amendment, commitment, origination, structuring or diligence fees, fees for providing significant managerial assistance and possibly consulting fees. Loan origination fees, OID and market discount or premium are capitalized and accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC Subtopic 450-30, Gain Contingencies, or ASC 450-30.
Expenses
Our primary operating expenses include the payment of a management fee and the payment of an incentive fee to our Investment Adviser, if any, our allocable portion of overhead under our Administration Agreement and other operating costs as detailed below. Our management fee compensates our Investment Adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments. Additionally, we pay interest expense on the outstanding debt and unused commitment fees on undrawn amounts under our various debt facilities. We bear all other direct or indirect costs and expenses of our operations and transactions, including:
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Generally, during periods of asset growth, we expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.
PORTFOLIO AND INVESTMENT ACTIVITY
As of June 30, 2022, our portfolio totaled $1,226.4 million, and consisted of $1,062.4 million of first lien secured debt (including $190.2 million in PSSL), $0.7 million of second lien secured debt and $163.4 million of preferred and common equity (including $58.8 million in PSSL). Our debt portfolio consisted of 100.0% variable-rate investments. As of June 30, 2022, we had two portfolio companies on non-accrual, representing 0.9% and 0.1% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $7.7 million. Our overall portfolio consisted of 123 companies with an average investment size of $10.0 million, had a weighted average yield on debt investments of 8.5%, and was invested 87% in first lien secured debt (including 16% in PSSL), less than 1% in second lien secured debt and 13% in preferred and common equity (including 5% in PSSL). As of June 30, 2022, 100.0% of the investments held by PSSL were first lien secured debt.
As of September 30, 2021, our portfolio totaled $1,081.6 million, and consisted of $934.4 million of first lien secured debt (including $140.9 million in PSSL), $8.9 million of second lien secured debt and $138.3 million of preferred and common equity (including $44.9 million in PSSL). Our debt portfolio consisted of 99% variable-rate investments. As of September 30, 2021, we had two portfolio companies on non-accrual, representing 2.7% and 2.6% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $11.0 million. Our overall portfolio consisted of 110 companies with an average investment size of $9.8 million, had a weighted average yield on debt investments of 7.4%, and was invested 86% in first lien secured debt (including 13% in PSSL), 1% in second lien secured debt and 13% in preferred and common equity (including 4% in PSSL). As of September 30, 2021, 99% of the investments held by PSSL were first lien secured debt.
For the three months ended June 30, 2022, we invested $104.8 million in six new and 39 existing portfolio companies with a weighted average yield on debt investments of 8.1 %. Sales and repayments of investments for the three months ended June 30, 2022 totaled $55.0 million. For the nine months ended June 30, 2022, we invested $553.1 million in 29 new and 104 existing portfolio companies with a weighted average yield on debt investments of 7.7%. Sales and repayments of investments for the nine months ended June 30, 2022 totaled $397.2 million.
For the three months ended June 30, 2021, we invested $248.3 million in 10 new and 16 existing portfolio companies with a weighted average yield on debt investments of 7.5%. Sales and repayments of investments for the three months ended June 30, 2021 totaled $283.3 million. For the nine months ended June 30, 2021, we invested $475.5 million in 19 new and 50 existing portfolio companies with a weighted average yield on debt investments of 7.5%. Sales and repayments of investments for the nine months ended June 30, 2021 totaled $565 million.
PennantPark Senior Secured Loan Fund I LLC
As of June 30, 2022, PSSL’s portfolio totaled $746.8 million and consisted of 89 companies with an average investment size of $8.4 million and had a weighted average yield on debt investments of 8.2%. As of September 30, 2021, PSSL’s portfolio totaled $564.8 million and consisted of 74 companies with an average investment size of $7.6 million and had a weighted average yield on debt investments of 7.1%.
For the three months ended June 30, 2022, PSSL invested $31.5 million (including $16.8 million purchased from the Company) in four new and seven existing portfolio companies with a weighted average yield on debt investments of 8.8%. Sales and repayments of investments for the three months ended June 30, 2022 totaled $13.5 million. For the nine months ended June 30, 2022, PSSL invested $228.6 million (including $225.2 million purchased from the Company) in 25 new and 15 existing portfolio companies with a weighted average yield on debt investments of 7.9%. Sales and repayments of investments for the nine months ended June 30, 2022 totaled $69.2 million.
For the three months ended June 30, 2021, PSSL invested $133.7 million (including $98.9 million purchased from the Company) in six new and 15 existing portfolio companies with a weighted average yield on debt investments of 7.0%. Sales and repayments of investments for the three months ended June 30, 2021 totaled $88.8 million. For the nine months ended June 30, 2021, PSSL invested $277.8 million (including $224.1 million purchased from the Company) in 30 new and 26 existing portfolio companies with a weighted average yield on debt investments of 7.2%. Sales and repayments of investments for the nine months ended June 30, 2021 totaled $163.1 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements. We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations
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in our 2021 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates during the three months from those disclosed in our 2021 Annual Report on Form 10-K.
Investment Valuations
We expect that there may not be readily available market values for many of our investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that the board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2031 Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2026 Notes are classified as Level 2 as they are financial instruments with readily observable market inputs. Our 2023 Notes are classified as Level 1, as they were valued using the closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The SEC recently adopted Rule 2a-5 under the 1940 Act which establishes requirements for determining fair value in good faith for purposes of the 1940 Act. We will comply with the requirements of the rule before the requirement date in 2022.
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2026 Notes, our 2031 Asset-Backed Debt and our Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to our Credit Facility and the 2023 Notes. We elected to use the fair value option for our Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we
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did not incur any expenses relating to amendment costs on the Credit Facility and debt issuance costs on the 2023 Notes during the three and nine months ended June 30, 2022 and 2021, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility and the 2023 Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the 2026 Notes and the 2031 Asset-Backed Debt.
For the three and nine months ended June 30, 2022, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of $0.1 million and $1.2 million, respectively. For the three and nine months ended June 30, 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation (appreciation) of $3.2 million and $(11.3) million, respectively. As of June 30, 2022 and September 30, 2021, the net unrealized depreciation on the Credit Facility as applicable, and the 2023 Notes totaled $8.5 million and $7.2 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments. Our 2023 Notes trade on the TASE and we use the closing price on the exchange to determine the fair value.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments, our Credit Facility, the 2023 Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair value of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Payment -in-kind, or PIK Interest
We have investments in our portfolio which contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. In order for us to maintain our ability to be subject to tax as a RIC, substantially all of this income must be paid out to stockholders in the form of dividends for federal income tax purposes, even though we may not have collected any cash with respect to interest on PIK securities.
Federal Income Taxes
We have elected to be treated and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income (i.e., the excess, if any, of our capital gains over capital losses), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of the calendar year plus (3) any net ordinary income or capital gain net income for the preceding years that was not distributed during such years on which we did not incur any corporate income tax, or the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, subject to maintaining our ability to be taxed as a RIC, in order to provide us with additional liquidity.
For both the three and nine months ended June 30, 2022 and 2021, we recorded a provision for taxes on net investment income of $0.1 million and $0.3 million, respectively, pertaining to federal excise tax.
PFLT Investment Holdings, LLC, a wholly-owned subsidiary of the Company (the “Taxable Subsidiary”), is subject to U.S. federal, state and local corporate income taxes. The income tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.
For the three and nine months ended June 30, 2022, the Company recognized a provision for taxes of zero and $5.3 million, respectively, on unrealized appreciation on investments by the Taxable Subsidiary. For the three and nine months ended June 30, 2021, the Company recognized a provision for taxes of zero on unrealized appreciation on investments by the Taxable Subsidiary. The provision for taxes on unrealized appreciation on investments is the result of netting (i) the expected tax liability on gains from sales of investments and (ii) the expected tax benefit from the use of losses in the current year. As of June 30, 2022 and September 30, 2021, $5.3 million and zero, respectively,
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was accrued as a deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to unrealized gain on investments. During the three and nine months ended June 30, 2022, the Company paid zero and $1.2 million, respectively, in taxes on realized gains on the sale of investments held by the Taxable Subsidiary, resulting in a $1.2 million prepaid tax asset as of June 30, 2022 included under prepaid expenses and other assets in the consolidated statement of assets and liabilities.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are taxed as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the three and nine months ended June 30, 2022 and 2021.
Investment Income
Investment income for the three and nine months ended June 30, 2022 was $25.7 million and $76.7 million, respectively, which was attributable to $21.1 million and $64.0 million from first lien secured debt and $4.6 million and $12.7 million from other investments, respectively. This compares to investment income for the three and nine months ended June 30, 2021 was $20.9 million and $61.1 million, respectively, which was attributable to $18.2 million and $53.5 million from first lien secured debt and $2.7 million and $7.6 million from other investments, respectively. The increase in investment income compared to the same periods in the prior year was primarily due to an increase the size of our portfolio.
Expenses
Expenses for the three and nine months ended June 30, 2022 totaled $13.9 million and $40.8 million, respectively. Base management fee for the same periods totaled $3.1 million and $8.9 million, performance-based incentive fee totaled $2.6 million and $8.5 million, debt related interest and expenses totaled $7.4 million and $20.7 million and general and administrative expenses totaled $0.8 million and $2.4 million, respectively. This compares to expenses for the three and nine months ended June 30, 2021 totaled $10.6 million and $30.8 million, respectively. Base management fee for the same periods totaled $2.6 million and $8.0 million, incentive fee totaled $1.7 million and $4.7 million, debt related interest and expenses totaled $5.9 million and $16.0 million and general and administrative expenses totaled $0.4 million and $1.8 million, respectively. The increase in expenses for the three and nine months ended June 30, 2022 compared to the same period in the prior year was primarily due to an increase in performance-based incentive fees and debt-related interest and expenses.
Net Investment Income
Net investment income totaled $11.8 million and $35.9 million, or $0.29 and $0.90 per share, for the three and nine months ended June 30, 2022, respectively. Net investment income totaled $10.3 million and $30.3 million, or $0.27 and $0.78 per share, for the three and nine months ended June 30, 2021, respectively. The increase in net investment income compared to the same periods in the prior year was primarily due to an increase the size of our portfolio.
Net Realized Gains or Losses
Sales and repayments of investments for the three and nine months ended June 30, 2022 totaled $55.0 million and $397.2 million, respectively, and net realized gains (losses) totaled $0.7 million and $(11.6) million, respectively. Sales and repayments of investments for the three and nine months ended June 30, 2021 totaled $283.3 million and $565.5 million, respectively, and net realized losses totaled $13.0 million and $15.3 million, respectively. The change in realized gains/losses was primarily due to changes in the market conditions of our investments and the values at which they were realized.
Unrealized Appreciation or Depreciation on Investments, the Credit Facility and the 2023 Notes
For the three and nine months ended June 30, 2022, we reported net change in unrealized depreciation on investments of $17.7 million and $3.7 million, respectively. For the three and nine months ended June 30, 2021, we reported net change in unrealized appreciation on investments of $14.2 million and $48.8 million, respectively. As of June 30, 2022 and September 30, 2021, our net unrealized appreciation on investments totaled $7.7 million and $11.0 million, respectively. The net change in unrealized appreciation on our investments compared to the same period in the prior year was primarily due to changes in the market conditions of our investments and the values at which they were held.
For the three and nine months ended June 30, 2022, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of less than $0.1 million and $1.3 million, respectively. For the three and nine months ended June 30, 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation (appreciation) of $3.2 million and $(11.3) million, respectively. As of June 30, 2022 and September 30, 2021, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $8.5 million and $7.2 million, respectively. The net change in net unrealized depreciation compared to the same period in the prior year was primarily due to changes in the capital markets.
Net Change in Net Assets Resulting from Operations
Net (decrease) increase in net assets resulting from operations totaled $(5.1) million and $16.6 million, or $(0.12) and $0.42 per share, respectively, for the three and nine months ended June 30, 2022. Net increase in net assets resulting from operations totaled $14.7 million and $52.5 million, or $0.38 and $1.35 per share, respectively, for the three and nine months ended June 30, 2021. The decrease in the net change in net assets from operations for the three and nine months ended June 30, 2022 compared to the same period in the prior year was primarily due to a lower realized and unrealized change in our investment and debt.
LIQUIDITY AND CAPITAL RESOURCES
45
Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives. As of June 30, 2022, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing. This “Liquidity and Capital Resources” section should be read in conjunction with the “COVID-19 Developments” section above.
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), effective as of April 5, 2019, subject to compliance with certain disclosure requirements. As of June 30, 2022 and September 30, 2021, our asset coverage ratio, as computed in accordance with the 1940 Act, was 166% and 175%, respectively.
The annualized weighted average cost of debt for the nine months ended June 30, 2022 and 2021, inclusive of the fee on the undrawn commitment on the Credit Facility, amendment costs and debt issuance costs, was 3.7% and 3.4%, respectively. As of June 30, 2022 and September 30, 2021, we had $40.7 million and $80.6 million of unused borrowing capacity under the Credit Facility, as applicable, respectively, subject to leverage and borrowing base restrictions.
Funding I’s multi-currency Credit Facility with the Lenders was $300 million as of June 30, 2022 subject to satisfaction of certain conditions and regulatory restrictions that the 1940 Act imposes on us as a BDC, has an interest rate spread above LIBOR (or an alternative risk-free floating interest rate index) of 225 basis points, a maturity date of August 2026 and a revolving period that ends in August 2024. As of June 30, 2022 and September 30, 2021, Funding I borrowed $259.3 million and $219.4 million under the Credit Facility, respectively. The Credit Facility had a weighted average interest rate of 3.3% and 2.3%, exclusive of the fee on undrawn commitments as of June 30, 2022 and September 30, 2021, respectively.
During the revolving period, the Credit Facility bears interest at LIBOR (or an alternative risk-free floating interest rate index) plus 225 basis points and, after the revolving period, the rate will reset to Base Rate (or an alternative risk-free floating interest rate index) plus 250 basis points for the remaining two years, maturing in August 2026. The Credit Facility is secured by all of the assets of Funding I. Both PennantPark Floating Rate Capital Ltd. and Funding I have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
The Credit Facility contains covenants, including but not limited to, restrictions of loan size, currency types and amounts, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of June 30, 2022, we were in compliance with the covenants relating to our Credit Facility.
We own 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage. Our Investment Adviser serves as collateral manager to Funding I under the Credit Facility.
Our interest in Funding I (other than the management fee) is subordinate in priority of payment to every other obligation of Funding I and is subject to certain payment restrictions set forth in the Credit Facility. We may receive cash distributions on our equity interests in Funding I only after it has made all required payments of (1) cash interest and, if applicable, principal payments to the Lenders, (2) required administrative expenses and (3) claims of other unsecured creditors of Funding I. We cannot assure you that there will be sufficient funds available to make any distributions to us or that such distributions will meet our expectations from Funding I. The Investment Adviser has irrevocably directed that the management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager.
In November 2017, we issued $138.6 million of our 2023 Notes. The 2023 Notes were issued pursuant to a deed of trust between the Company and Mishmeret Trust Company, Ltd., as trustee, of which $97.0 million and $117.8 million was outstanding as of June 30, 2022 and September 30, 2021, respectively.
The 2023 Notes pay interest at a rate of 4.3% per year. As a result of the downgrade of the 2023 Notes from “ilA+” to “ilA-” in March 2020, the interest rate of the 2023 Notes was increased to 4.3% from 3.8%. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2018. The principal on the 2023 Notes will be payable in four annual installments as follows: 15% of the original principal amount on December 15, 2020, 15% of the original principal amount on December 15, 2021, 15% of the original principal amount on December 15, 2022 and 55% of the original principal amount on December 15, 2023.
The 2023 Notes are general, unsecured obligations, rank equal in right of payment with all of our existing and future senior unsecured indebtedness and are generally redeemable at our option. The deed of trust governing the 2023 Notes includes certain customary covenants, including minimum equity requirements, and events of default. Please refer to the deed of trust filed as Exhibit (d)(8) to our post-effective amendment filed on December 13, 2017 for more information. The 2023 Notes are rated ilA- by S&P Global Ratings Maalot Ltd. and are listed on the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
The 2023 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or in transactions exempt from, or not subject to, such registration requirements.
In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of $185 million of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semi-annually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are our general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $78.5 million Class A-1 Senior Secured Floating Rate Notes maturing 2031, which bear interest at the three-month LIBOR plus 1.8%, (ii) $15.0 million Class A-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 3.7%, (iii) $14.0 million Class B-1 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 2.9%, (iv) $16.0 million Class B-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 4.3%, (v) $19.0 million Class C‑1 Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.0%, (vi) $8.0 million Class C-2 Secured Deferrable Fixed Rate Notes due 2031, which bear interest at 5.4%, and (vii) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.8% and (B) the borrowing of $77.5 million Class A‑1 Senior Secured Floating Rate Loans due 2031, which bear interest at the three-month LIBOR plus 1.8%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. The 2031
46
Asset-Backed Debt is scheduled to mature on October 15, 2031. As of both June 30, 2022 and September 30, 2021, the Company had $228.0 million of 2031 Asset-Backed Debt outstanding with a weighted average interest rate of 2.7%.
On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by our wholly-owned subsidiary, the Securitization Issuer transferred to us 100% of the Preferred Shares of the Securitization Issuer, 100% of the Class D Secured Deferrable Floating Rate Notes issued by the Securitization Issuer, and a portion of the net cash proceeds received from the sale of the 2031 Asset-Backed Debt. The Preferred Shares of the Securitization Issuer do not bear interest and had a stated value of $55.4 million at the closing of the Debt Securitization.
The 2031 Asset-Backed Debt constitutes secured obligations of the Securitization Issuers, and the indenture governing the 2031 Asset-Backed Debt includes customary covenants and events of default. The 2031 Asset-Backed Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to a collateral management agreement between our Investment Adviser and the Securitization Issuer, or the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
On August 20, 2021, we entered into Equity Distribution Agreements with each of JMP Securities LLC and Raymond James & Associates, Inc., as the Sales Agents, in connection with the sale of shares of our Common Stock, par value $0.001 per share , with an aggregate offering price of up to $75 million under the ATM Program. The Equity Distribution Agreements provide that we may offer and sell shares of our Common Stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our Common Stock.
During the three months ended June 30, 2022, we issued 136,072 shares of our Common Stock under the ATM Program at a weighted-average price of $13.38 per share, raising $1.8 million of gross proceeds. Net proceeds were $1.8 million after commissions to the Sales Agents on shares sold. During the nine months ended June 30, 2022, we issued 2,464,910 shares of our Common Stock under the ATM Program at a weighted-average price of $13.12 per share, raising $32.3 million of gross proceeds. Net proceeds were $31.9 million after commissions to the Sales Agents on shares sold. As of June 30, 2022, we had $41.3 million available under the ATM Program.
Since inception of the ATM Program through June 30, 2022, we have issued 2,573,564 shares of our Common Stock at a weighted-average price of $13.11, raising $33.7 million of gross proceeds. Net proceeds were $33.2 million after commissions to the Sales Agents on shares sold. We incurred $0.5 million of legal and other offering costs associated with establishing the ATM Program.
We may raise equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, securitizing a portion of our investments among other considerations or mergers and acquisitions. Furthermore, the Credit Facility availability depends on various covenants and restrictions as discussed in the preceding paragraphs. The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
As of June 30, 2022 and September 30, 2021, we had cash equivalents of $40.6 million and $49.8 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.
Our operating activities used cash of $111.6 million for the nine months ended June 30, 2022, and our financing activities provided cash of $101.7 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily due to the issuance of $85 million of our 2026 Add-on Notes borrowings under our Credit Facility.
Our operating activities provided cash of $124.4 million for the nine months ended June 30, 2021, and our financing activities used cash of $132.3 million for the same period. Our operating activities provided cash primarily from our investment activities and our financing activities used cash primarily to pay down our Credit Facility, partially offset by the 2026 Notes issuance.
PennantPark Senior Secured Loan Fund I LLC
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of June 30, 2022 and September 30, 2021, PSSL had total assets of $790.3 million and $603.6 million, respectively. As of June 30, 2022, at fair value, the largest investment in a single portfolio company in PSSL was $19.1 million and the five largest investments totaled $86.6 million. As of September 30, 2021, at fair value, the largest investment in a single portfolio company in PSSL was $18.9 million and the five largest investments totaled $84.3 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSSL in the form of first lien secured debt and equity interests. As of June 30, 2022 and September 30, 2021, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same dates, our investment in PSSL consisted of first lien secured debt of $190.2 million (additional $19.9 million unfunded) and $140.9 million (additional $29.4 million unfunded), respectively, and equity interests of $81.5 million (additional $8.5 million unfunded) and $60.4 million (additional $12.6 million unfunded), respectively.
We and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee, provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each member.
In May 2022 PSSL has entered into a $325.0 million (increased from $225.0 million in May 2022) senior secured revolving credit facility which bears interest at daily simple SOFR plus 260 basis points (including a spread adjustment) with Ally Bank through its wholly-owned subsidiary, PennantPark Senior Secured Loan Facility LLC II, or PSSL Subsidiary II, subject to leverage and borrowing base restrictions.
In January 2021, PSSL completed a $300.7 million debt securitization in the form of a collateralized loan obligation, or the “2032 Asset-Backed Debt”. The 2032 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO II, Ltd., a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2032 Asset-Backed Debt is scheduled to mature in January 2032. On the closing date of the transaction, in consideration of PSSL’s transfer to PennantPark CLO II, Ltd. of the initial closing date loan portfolio, which included loans distributed to PSSL by certain of its wholly owned subsidiaries and us, PennantPark CLO II, Ltd. transferred to PSSL 100% of the Preferred Shares of PennantPark CLO II, Ltd. and 100% of the Class E Notes issued by PennantPark CLO II, Ltd.
47
Below is a summary of PSSL’s portfolio at fair value:
($ in thousands) |
|
June 30, 2022 |
|
|
September 30, 2021 |
|
||
Total investments |
|
$ |
746,819 |
|
|
$ |
564,783 |
|
Weighted average cost yield on income producing investments |
|
|
8.2 |
% |
|
|
7.1 |
% |
Number of portfolio companies in PSSL |
|
|
89 |
|
|
|
74 |
|
Largest portfolio company investment |
|
$ |
19,126 |
|
|
$ |
18,933 |
|
Total of five largest portfolio company investments |
|
$ |
86,629 |
|
|
$ |
84,287 |
|
48
Below is a listing of PSSL’s individual investments as of June 30, 2022 ($ in thousands):
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
First Lien Secured Debt - 1,107.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ad.net Acquisition, LLC |
|
5/6/2026 |
|
Media |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
8,910 |
|
|
$ |
8,804 |
|
|
$ |
8,910 |
|
|
Alpine Acquisition Corp II |
|
11/30/2026 |
|
Containers and Packaging |
|
|
7.22 |
% |
|
3M L+600 |
|
|
|
10,000 |
|
|
|
9,806 |
|
|
|
9,800 |
|
|
Altamira Technologies, LLC |
|
7/24/2025 |
|
Business Services |
|
|
9.24 |
% |
|
3M L+800 |
|
|
|
5,300 |
|
|
|
5,178 |
|
|
|
5,048 |
|
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+525 |
|
|
|
4,898 |
|
|
|
4,859 |
|
|
|
4,898 |
|
|
Apex Service Partners, LLC |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
6.72 |
% |
|
1M L+525 |
|
|
|
1,013 |
|
|
|
1,013 |
|
|
|
1,008 |
|
|
Apex Service Partners, LLC Term Loan B |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
7.75 |
% |
|
3M L+625 |
|
|
|
2,207 |
|
|
|
2,207 |
|
|
|
2,196 |
|
|
Apex Service Partners, LLC Term Loan C |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
6.78 |
% |
|
3M L+525 |
|
|
|
11,143 |
|
|
|
11,073 |
|
|
|
11,087 |
|
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
8,443 |
|
|
|
8,333 |
|
|
|
8,337 |
|
|
Arcfield Acquisition Corp. |
|
3/7/2028 |
|
Aerospace and Defense |
|
|
7.44 |
% |
|
SOFR + 575 |
|
|
|
4,688 |
|
|
|
4,597 |
|
|
|
4,571 |
|
|
Blackhawk Industrial Distribution, Inc. |
|
9/17/2024 |
|
Distributors |
|
|
7.20 |
% |
|
SOFR + 500 |
|
|
|
15,330 |
|
|
|
15,110 |
|
|
|
15,176 |
|
|
Broder Bros., Co. |
|
12/2/2022 |
|
Consumer Products |
|
|
7.39 |
% |
|
3M L+850 |
|
|
|
2,432 |
|
|
|
2,432 |
|
|
|
2,432 |
|
|
By Light Professional IT Services, LLC |
|
5/16/2024 |
|
High Tech Industries |
|
|
7.25 |
% |
|
3M L+625 |
|
|
|
14,974 |
|
|
|
14,913 |
|
|
|
14,824 |
|
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
9.74 |
% |
|
3M L+325 |
|
|
|
12,380 |
|
|
|
12,346 |
|
|
|
12,281 |
|
|
CF512, Inc. |
|
8/20/2026 |
|
Media |
|
|
7.58 |
% |
|
3M L+600 |
|
|
|
4,963 |
|
|
|
4,875 |
|
|
|
4,888 |
|
|
CHA Holdings, Inc. |
|
4/10/2025 |
|
Construction and Engineering |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
5,571 |
|
|
|
5,495 |
|
|
|
5,571 |
|
|
Challenger Performance Optimization, Inc. |
|
8/31/2023 |
|
Business Services |
|
|
8.00 |
% |
|
1M L+575 |
|
|
|
9,377 |
|
|
|
9,347 |
|
|
|
9,049 |
|
|
Connatix Buyer, Inc. |
|
7/13/2027 |
|
Media |
|
|
6.91 |
% |
|
3M L+550 |
|
|
|
3,970 |
|
|
|
3,901 |
|
|
|
3,901 |
|
|
Crane 1 Services, Inc. |
|
8/16/2027 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
2,116 |
|
|
|
2,088 |
|
|
|
2,084 |
|
|
Crash Champions, LLC |
|
8/5/2025 |
|
Automobiles |
|
|
7.20 |
% |
|
3M L+500 |
|
|
|
14,880 |
|
|
|
14,623 |
|
|
|
14,806 |
|
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
8,678 |
|
|
|
8,664 |
|
|
|
8,678 |
|
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
7,267 |
|
|
|
7,255 |
|
|
|
7,267 |
|
|
Dr. Squatch, LLC |
|
8/31/2027 |
|
Personal Products |
|
|
8.00 |
% |
|
3M L+600 |
|
|
|
14,900 |
|
|
|
14,634 |
|
|
|
14,900 |
|
|
DRS Holdings III, Inc. |
|
11/3/2025 |
|
Consumer Goods: Durable |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
15,218 |
|
|
|
15,138 |
|
|
|
14,777 |
|
|
Duraco Specialty Tapes LLC |
|
6/30/2024 |
|
Containers and Packaging |
|
|
7.15 |
% |
|
1M L+550 |
|
|
|
10,316 |
|
|
|
10,173 |
|
|
|
10,099 |
|
|
ECL Entertainment, LLC |
|
5/1/2028 |
|
Hotels, Restaurants and Leisure |
|
|
9.75 |
% |
|
3M L+750 |
|
|
|
2,627 |
|
|
|
2,603 |
|
|
|
2,560 |
|
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
6.32 |
% |
|
3M L+450 |
|
|
|
4,987 |
|
|
|
4,987 |
|
|
|
4,887 |
|
|
Exigo Intermediate II, LLC |
|
3/15/2027 |
|
Software |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
12,968 |
|
|
|
12,783 |
|
|
|
12,773 |
|
|
Fairbanks More Defense |
|
6/17/2028 |
|
Aerospace and Defense |
|
|
7.63 |
% |
|
3M L+475 |
|
|
|
9,925 |
|
|
|
9,884 |
|
|
|
9,528 |
|
|
Gantech Acquisition Corp. |
|
5/14/2026 |
|
IT Services |
|
|
7.92 |
% |
|
3M L+625 |
|
|
|
14,713 |
|
|
|
14,489 |
|
|
|
14,419 |
|
|
Global Holdings InterCo LLC |
|
3/16/2026 |
|
Diversified Financial Services |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
3,914 |
|
|
|
3,897 |
|
|
|
3,797 |
|
|
Graffiti Buyer, Inc. |
|
8/10/2027 |
|
Trading Companies & Distributors |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
2,375 |
|
|
|
2,321 |
|
|
|
2,310 |
|
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
7.25 |
% |
|
1M L+525 |
|
|
|
2,392 |
|
|
|
2,345 |
|
|
|
2,368 |
|
|
Holdco Sands Intermediate, LLC |
|
11/23/2028 |
|
Aerospace and Defense |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,975 |
|
|
|
4,883 |
|
|
|
4,876 |
|
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
6.00 |
% |
|
6M L+575 |
|
|
|
3,060 |
|
|
|
3,009 |
|
|
|
2,998 |
|
|
IDC Infusion Services, Inc. |
|
12/30/2026 |
|
Healthcare Equipment and Supplies |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
9,975 |
|
|
|
9,820 |
|
|
|
9,875 |
|
|
Imagine Acquisitionco, LLC |
|
11/15/2027 |
|
Software |
|
|
6.91 |
% |
|
1M L+550 |
|
|
|
5,377 |
|
|
|
5,270 |
|
|
|
5,216 |
|
|
Inception Fertility Ventures, LLC |
|
12/7/2023 |
|
Healthcare Providers and Services |
|
|
8.81 |
% |
|
3M L+700 |
|
|
|
16,662 |
|
|
|
16,289 |
|
|
|
16,245 |
|
|
Integrative Nutrition, LLC |
|
9/29/2023 |
|
Diversified Consumer Services |
|
|
7.00 |
% |
|
3M L+575 |
|
|
|
11,225 |
|
|
|
11,201 |
|
|
|
11,225 |
|
|
Integrity Marketing Acquisition, LLC |
|
8/27/2025 |
|
Insurance |
|
|
7.58 |
% |
|
SOFR + 575 |
|
|
|
6,000 |
|
|
|
5,913 |
|
|
|
5,942 |
|
|
ITI Holdings, Inc. |
|
3/3/2028 |
|
IT Services |
|
|
7.08 |
% |
|
SOFR + 550 |
|
|
|
3,990 |
|
|
|
3,924 |
|
|
|
3,910 |
|
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
9.67 |
% |
|
1M L+625 |
|
|
|
19,300 |
|
|
|
19,124 |
|
|
|
19,126 |
|
|
Kinetic Purchaser, LLC |
|
11/10/2027 |
|
Personal Products |
|
|
7.75 |
% |
|
3M L+600 |
|
|
|
11,872 |
|
|
|
11,685 |
|
|
|
11,635 |
|
|
Lash OpCo, LLC |
|
2/18/2027 |
|
Personal Products |
|
|
9.25 |
% |
|
3M L+700 |
|
|
|
14,391 |
|
|
|
14,097 |
|
|
|
14,247 |
|
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
9.70 |
% |
|
3M L+550 |
|
|
|
10,576 |
|
|
|
10,535 |
|
|
|
10,301 |
|
|
Lightspeed Buyer Inc. |
|
2/3/2026 |
|
Healthcare Providers and Services |
|
|
7.52 |
% |
|
3M L+575 |
|
|
|
10,638 |
|
|
|
10,452 |
|
|
|
10,425 |
|
|
Lucky Bucks, LLC |
|
7/20/2027 |
|
Hotel, Gaming and Leisure |
|
|
6.25 |
% |
|
3M L+550 |
|
|
|
4,386 |
|
|
|
4,309 |
|
|
|
3,992 |
|
|
Marketplace Events, LLC - Super Priority First Lien Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
6.69 |
% |
|
1M L+525 |
|
|
|
647 |
|
|
|
647 |
|
|
|
647 |
|
|
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
|
|
|
— |
|
|
|
589 |
|
|
|
- |
|
|
|
- |
|
|
Marketplace Events, LLC |
|
9/30/2026 |
|
Media: Diversified and Production |
|
|
6.69 |
% |
|
1M L+525 |
|
|
|
4,837 |
|
|
|
3,469 |
|
|
|
4,837 |
|
|
Mars Acquisition Holdings Corp. |
|
5/14/2026 |
|
Media |
|
|
7.17 |
% |
|
1M L+550 |
|
|
|
9,925 |
|
|
|
9,800 |
|
|
|
9,826 |
|
|
MBS Holdings, Inc. |
|
4/16/2027 |
|
Internet Software and Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
7,425 |
|
|
|
7,309 |
|
|
|
7,351 |
|
|
Meadowlark Acquirer, LLC |
|
12/10/2027 |
|
Professional Services |
|
|
7.75 |
% |
|
3M L+650 |
|
|
|
2,402 |
|
|
|
2,357 |
|
|
|
2,342 |
|
|
MeritDirect, LLC |
|
5/23/2024 |
|
Media: Advertising, Printing & Publishing |
|
|
7.75 |
% |
|
3M L+550 |
|
|
|
5,355 |
|
|
|
5,267 |
|
|
|
5,328 |
|
|
Mission Critical Electronics, Inc. |
|
3/28/2024 |
|
Capital Equipment |
|
|
7.20 |
% |
|
SOFR+500 |
|
|
|
5,844 |
|
|
|
5,842 |
|
|
|
5,774 |
|
|
Municipal Emergency Services, Inc. |
|
9/28/2027 |
|
Distributors |
|
|
7.25 |
% |
|
3M L+500 |
|
|
|
3,474 |
|
|
|
3,412 |
|
|
|
3,342 |
|
|
NBH Group LLC |
|
8/19/2026 |
|
Healthcare, Education & Childcare |
|
|
6.25 |
% |
|
1M L+550 |
|
|
|
10,847 |
|
|
|
10,659 |
|
|
|
10,793 |
|
|
New Milani Group LLC |
|
6/6/2024 |
|
Consumer Goods: Non-Durable |
|
|
7.50 |
% |
|
3M L+500 |
|
|
|
14,513 |
|
|
|
14,462 |
|
|
|
14,259 |
|
|
OIS Management Services, LLC |
|
7/9/2026 |
|
Healthcare Equipment and Supplies |
|
|
6.95 |
% |
|
SOFR+475 |
|
|
|
5,073 |
|
|
|
5,017 |
|
|
|
4,996 |
|
|
One Stop Mailing, LLC |
|
5/7/2027 |
|
Air Freight and Logistics |
|
|
7.92 |
% |
|
1M L+625 |
|
|
|
14,807 |
|
|
|
14,548 |
|
|
|
14,511 |
|
|
Output Services Group, Inc. |
|
3/27/2024 |
|
Business Services |
|
|
6.01 |
% |
|
3M L+425 |
|
|
|
7,663 |
|
|
|
7,784 |
|
|
|
6,284 |
|
|
Owl Acquisition, LLC |
|
2/4/2028 |
|
Professional Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
|
4,000 |
|
|
|
3,925 |
|
|
|
3,880 |
|
|
Ox Two, LLC |
|
5/18/2026 |
|
Construction and Building |
|
|
9.32 |
% |
|
3M L+600 |
|
|
|
4,938 |
|
|
|
4,875 |
|
|
|
4,839 |
|
|
PH Beauty Holdings III, Inc. |
|
9/29/2025 |
|
Wholesale |
|
|
6.57 |
% |
|
1M L+500 |
|
|
|
9,618 |
|
|
|
9,340 |
|
|
|
8,656 |
|
|
PL Acquisitionco, LLC |
|
11/9/2027 |
|
Textiles, Apparel and Luxury Goods |
|
|
8.17 |
% |
|
1M L+650 |
|
|
|
8,259 |
|
|
|
8,130 |
|
|
|
8,114 |
|
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
3M L+575 |
|
|
|
1,566 |
|
|
|
1,563 |
|
|
|
1,566 |
|
|
PlayPower, Inc. |
|
5/8/2026 |
|
Consumer Goods: Durable |
|
|
7.75 |
% |
|
3M L+550 |
|
|
|
2,587 |
|
|
|
2,502 |
|
|
|
2,244 |
|
|
Quantic Electronics, LLC |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
8.50 |
% |
|
1M L+625 |
|
|
|
3,932 |
|
|
|
3,854 |
|
|
|
3,854 |
|
|
Reception Purchaser, LLC |
|
2/28/2028 |
|
Air Freight and Logistics |
|
|
8.20 |
% |
|
SOFR+600 |
|
|
|
4,988 |
|
|
|
4,914 |
|
|
|
4,788 |
|
|
Recteq, LLC |
|
1/29/2026 |
|
Leisure Products |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
4,938 |
|
|
|
4,863 |
|
|
|
4,814 |
|
|
Research Now Group, LLC and Dynata, LLC |
|
12/20/2024 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
3M L+550 |
|
|
|
10,596 |
|
|
|
10,528 |
|
|
|
9,961 |
|
|
Sales Benchmark Index LLC |
|
1/3/2025 |
|
Professional Services |
|
|
8.25 |
% |
|
3M L+600 |
|
|
|
5,281 |
|
|
|
5,218 |
|
|
|
5,281 |
|
|
49
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Sargent & Greenleaf Inc. |
|
1/27/2021 |
|
|
Wholesale |
|
|
7.15 |
% |
|
3M L+550 |
|
|
|
5,390 |
|
|
$ |
5,348 |
|
|
$ |
5,337 |
|
||
Schlesinger Global, Inc. |
|
2/13/2020 |
|
|
Business Services |
|
|
8.70 |
% |
|
SOFR+500 |
|
|
|
11,832 |
|
|
|
11,976 |
|
|
|
11,654 |
|
||
Sigma Defense Systems, LLC |
|
12/29/2021 |
|
|
Aerospace and Defense |
|
|
10.75 |
% |
|
1M L+850 |
|
|
|
14,810 |
|
|
|
14,486 |
|
|
|
14,588 |
|
||
Smile Brands Inc. |
|
7/31/2022 |
|
|
Healthcare and Pharmaceuticals |
|
|
5.62 |
% |
|
3M L+450 |
|
|
|
12,480 |
|
|
|
12,356 |
|
|
|
12,137 |
|
||
Solutionreach, Inc. |
|
11/5/2019 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.42 |
% |
|
1M L+575 |
|
|
|
5,663 |
|
|
|
5,638 |
|
|
|
5,448 |
|
||
Spendmend Holdings LLC |
|
3/23/2022 |
|
|
Healthcare Technology |
|
|
7.38 |
% |
|
SOFR+575 |
|
|
|
2,964 |
|
|
|
2,922 |
|
|
|
2,887 |
|
||
STV Group Incorporated |
|
6/8/2021 |
|
|
Construction and Building |
|
|
6.92 |
% |
|
3M L+525 |
|
|
|
9,075 |
|
|
|
9,008 |
|
|
|
8,939 |
|
||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
12/3/2021 |
|
|
Aerospace and Defense |
|
|
8.83 |
% |
|
SOFR+600 |
|
|
|
14,925 |
|
|
|
14,645 |
|
|
|
14,686 |
|
||
TAC LifePort Purchaser, LLC |
|
3/17/2021 |
|
|
Aerospace and Defense |
|
|
8.25 |
% |
|
1M L+600 |
|
|
|
4,424 |
|
|
|
4,356 |
|
|
|
4,406 |
|
||
TeleGuam Holdings, LLC |
|
6/8/2021 |
|
|
Telecommunications |
|
|
8.25 |
% |
|
3M L+450 |
|
|
|
10,248 |
|
|
|
10,228 |
|
|
|
10,248 |
|
||
Teneo Holdings LLC |
|
1/27/2021 |
|
|
Business Services |
|
|
6.85 |
% |
|
3M L+625 |
|
|
|
2,292 |
|
|
|
2,289 |
|
|
|
2,246 |
|
||
The Aegis Technologies Group, LLC |
|
1/27/2021 |
|
|
Aerospace and Defense |
|
|
8.06 |
% |
|
3M L+500 |
|
|
|
5,674 |
|
|
|
5,606 |
|
|
|
5,617 |
|
||
The Bluebird Group LLC |
|
8/26/2021 |
|
|
Professional Services |
|
|
8.75 |
% |
|
1M L+700 |
|
|
|
1,715 |
|
|
|
1,686 |
|
|
|
1,732 |
|
||
The Infosoft Group, LLC |
|
5/26/2021 |
|
|
Media: Broadcasting and Subscription |
|
|
7.19 |
% |
|
3M L+525 |
|
|
|
13,030 |
|
|
|
13,025 |
|
|
|
12,900 |
|
||
The Vertex Companies, LLC |
|
12/20/2021 |
|
|
Construction and Engineering |
|
|
7.17 |
% |
|
1M L+550 |
|
|
|
5,592 |
|
|
|
5,489 |
|
|
|
5,491 |
|
||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
2/7/2020 |
|
|
Consumer Goods: Non-Durable |
|
|
6.97 |
% |
|
3M L+475 |
|
|
|
8,767 |
|
|
|
8,618 |
|
|
|
8,504 |
|
||
TVC Enterprises, LLC |
|
5/6/2022 |
|
|
Diversified Consumer Services |
|
|
7.67 |
% |
|
3M L+550 |
|
|
|
14,990 |
|
|
|
14,887 |
|
|
|
14,690 |
|
||
TWS Acquisition Corporation |
|
7/17/2019 |
|
|
Diversified Consumer Services |
|
|
8.76 |
% |
|
3M L+625 |
|
|
|
5,468 |
|
|
|
5,448 |
|
|
|
5,441 |
|
||
Tyto Athene, LLC (New Issue) |
|
10/21/2021 |
|
|
IT Services |
|
|
6.47 |
% |
|
3M L+550 |
|
|
|
15,589 |
|
|
|
15,455 |
|
|
|
14,747 |
|
||
UBEO, LLC |
|
11/6/2018 |
|
|
Capital Equipment |
|
|
6.75 |
% |
|
3M L+450 |
|
|
|
17,436 |
|
|
|
17,340 |
|
|
|
17,087 |
|
||
Walker Edison Furniture Company LLC |
|
6/9/2021 |
|
|
Wholesale |
|
|
11.00 |
% |
|
3M L+575 |
|
|
|
12,619 |
|
|
|
12,361 |
|
|
|
12,240 |
|
||
Wildcat Buyerco, Inc. |
|
7/31/2022 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
7.95 |
% |
|
SOFR+550 |
|
|
|
8,575 |
|
|
|
8,532 |
|
|
|
8,345 |
|
||
Zips Car Wash, LLC |
|
12/29/2021 |
|
|
Automobiles |
|
|
8.25 |
% |
|
3M L+725 |
|
|
|
17,000 |
|
|
|
16,741 |
|
|
|
16,660 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
749,409 |
|
|
|
743,558 |
|
||||
Second Lien Secured Debt - 4.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
P(IK 9.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventus Power, Inc. |
|
09/29/2024 |
|
|
Consumer Goods: Durable |
|
|
10.75 |
% |
|
3M L+850 |
|
|
|
3,000 |
|
|
|
2,959 |
|
|
|
2,925 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,959 |
|
|
|
2,925 |
|
||||
Equity Securities - .9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
336 |
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
336 |
|
||||
Total Investments - 1,112.2% |
|
|
|
|
|
|
|
|
|
|
|
752,368 |
|
|
|
746,819 |
|
|||||||||
Cash and Cash Equivalents - 58.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,197 |
|
|
|
39,190 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,197 |
|
|
|
39,190 |
|
||||
Total Investments and Cash Equivalents —1,170.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
791,565 |
|
|
$ |
786,009 |
|
||||
Liabilities in Excess of Other Assets — (1,070.5)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(718,859 |
) |
|||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
67,149 |
|
|||||
50
Below is a listing of PSSL’s individual investments as of September 30, 2021 ($ in thousands):
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - 1,088.% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Acquisition, LLC |
|
05/06/2026 |
|
Media |
|
|
7.00 |
% |
|
3M L+600 |
|
|
8,978 |
|
|
$ |
8,852 |
|
|
$ |
8,843 |
|
Altamira Technologies, LLC |
|
07/24/2025 |
|
Business Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
5,525 |
|
|
|
5,376 |
|
|
|
5,180 |
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
6.50 |
% |
|
3M L+550 |
|
|
5,721 |
|
|
|
5,653 |
|
|
|
5,663 |
|
Apex Service Partners, LLC |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
3M L+525 |
|
|
1,021 |
|
|
|
1,021 |
|
|
|
1,010 |
|
Apex Service Partners, LLC Term Loan B |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
1M L+550 |
|
|
2,222 |
|
|
|
2,222 |
|
|
|
2,200 |
|
Apex Service Partners, LLC Term Loan C |
|
07/31/2025 |
|
Diversified Consumer Services |
|
|
6.25 |
% |
|
3M L+525 |
|
|
4,174 |
|
|
|
4,103 |
|
|
|
4,132 |
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
3M L+575 |
|
|
4,511 |
|
|
|
4,419 |
|
|
|
4,421 |
|
By Light Professional IT Services, LLC |
|
05/16/2022 |
|
High Tech Industries |
|
|
7.25 |
% |
|
1M L+625 |
|
|
12,880 |
|
|
|
12,869 |
|
|
|
12,880 |
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
9.50 |
% |
|
3M L+850 |
|
|
12,282 |
|
|
|
12,231 |
|
|
|
11,981 |
|
|
|
|
|
|
|
|
P(IK 9.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Cano Health |
|
11/23/2027 |
|
Healthcare, Education & Childcare |
|
|
5.25 |
% |
|
3M L+450 |
|
|
2,653 |
|
|
|
2,647 |
|
|
|
2,654 |
|
CHA Holdings, Inc. |
|
04/10/2025 |
|
Construction and Engineering |
|
|
5.50 |
% |
|
3M L+450 |
|
|
5,615 |
|
|
|
5,519 |
|
|
|
5,530 |
|
Challenger Performance Optimization, Inc. |
|
08/31/2023 |
|
Business Services |
|
|
8.00 |
% |
|
1M L+675 |
|
|
9,501 |
|
|
|
9,454 |
|
|
|
9,216 |
|
|
|
|
|
|
|
|
P(IK 1.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Connatix Buyer, Inc |
|
07/13/2027 |
|
Media |
|
|
6.25 |
% |
|
1M L+550 |
|
|
4,000 |
|
|
|
3,922 |
|
|
|
3,920 |
|
CoolSys, Inc |
|
08/04/2028 |
|
Business Services |
|
|
5.50 |
% |
|
1M L+475 |
|
|
1,909 |
|
|
|
1,890 |
|
|
|
1,914 |
|
Crane 1 Services Inc |
|
08/16/2027 |
|
Commercial Services & Supplies |
|
|
6.75 |
% |
|
1M L+575 |
|
|
2,132 |
|
|
|
2,100 |
|
|
|
2,110 |
|
Crash Champions, LLC |
|
08/05/2025 |
|
Automobiles |
|
|
6.00 |
% |
|
3M L+500 |
|
|
8,978 |
|
|
|
8,802 |
|
|
|
8,798 |
|
Digital Room Holdings, Inc. |
|
05/22/2026 |
|
Commercial Services & Supplies |
|
|
5.08 |
% |
|
1M L+500 |
|
|
3,228 |
|
|
|
3,111 |
|
|
|
3,186 |
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
8,746 |
|
|
|
8,695 |
|
|
|
8,746 |
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
7,323 |
|
|
|
7,278 |
|
|
|
7,323 |
|
Dr. Squatch, LLC |
|
8/27/2026 |
|
Personal Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
10,000 |
|
|
|
9,803 |
|
|
|
9,800 |
|
DRS Holdings III, Inc. |
|
11/03/2025 |
|
Consumer Goods: Durable |
|
|
7.25 |
% |
|
1M L+625 |
|
|
15,676 |
|
|
|
15,584 |
|
|
|
15,566 |
|
East Valley Tourist Development Authority |
|
03/07/2022 |
|
Hotels, Restaurants and Leisure |
|
|
9.00 |
% |
|
3M L+800 |
|
|
5,719 |
|
|
|
5,624 |
|
|
|
5,633 |
|
|
|
|
|
|
|
|
P(IK 3.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
ECL Entertainment, LLC |
|
03/312028 |
|
Hotels, Restaurants and Leisure |
|
|
8.25 |
% |
|
1M L+750 |
|
|
2,647 |
|
|
|
2,621 |
|
|
|
2,707 |
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
5.50 |
% |
|
1M L+450 |
|
|
4,994 |
|
|
|
4,994 |
|
|
|
4,894 |
|
Fairbanks More Defense |
|
06/17/2028 |
|
Aerospace and Defense |
|
|
5.50 |
% |
|
3M L+475 |
|
|
10,000 |
|
|
|
9,955 |
|
|
|
10,000 |
|
FlexPrint, LLC |
|
01/02/2024 |
|
Commercial Services & Supplies |
|
|
6.02 |
% |
|
1M L+590 |
|
|
4,770 |
|
|
|
4,732 |
|
|
|
4,746 |
|
Gantech Acquisition Corp. |
|
05/14/2026 |
|
IT Services |
|
|
7.25 |
% |
|
3M L+625 |
|
|
14,925 |
|
|
|
14,648 |
|
|
|
14,627 |
|
Global Holdings InterCo LLC |
|
03/16/2026 |
|
Diversified Financial Services |
|
|
7.00 |
% |
|
3M L+600 |
|
|
3,968 |
|
|
|
3,948 |
|
|
|
3,948 |
|
Graffiti Buyer, Inc |
|
08/10/2027 |
|
Trding Companies & Distributors |
|
|
6.75 |
% |
|
3M L+575 |
|
|
2,393 |
|
|
|
2,346 |
|
|
|
2,357 |
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
6.00 |
% |
|
3M L+500 |
|
|
2,481 |
|
|
|
2,425 |
|
|
|
2,456 |
|
Holdco Sands Intermediate, LLC |
|
12/19/2025 |
|
Aerospace and Defense |
|
|
7.50 |
% |
|
3M L+600 |
|
|
6,474 |
|
|
|
6,407 |
|
|
|
6,441 |
|
IMIA Holdings, Inc. |
|
04/09/2027 |
|
Aerospace and Defense |
|
|
6.75 |
% |
|
3M L+575 |
|
|
13,589 |
|
|
|
13,338 |
|
|
|
13,317 |
|
Integrative Nutrition, LLC |
|
09/29/2023 |
|
Diversified Consumer Services |
|
|
5.50 |
% |
|
3M L+450 |
|
|
11,567 |
|
|
|
11,528 |
|
|
|
11,567 |
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
8.00 |
% |
|
1M L+700 |
|
|
19,450 |
|
|
|
19,193 |
|
|
|
18,933 |
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
8.50 |
% |
|
3M L+750 |
|
|
10,491 |
|
|
|
10,435 |
|
|
|
9,833 |
|
|
|
|
|
|
|
|
P(IK 1.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Lightspeed Buyer Inc. |
|
02/3/2026 |
|
Healthcare Providers and Services |
|
|
6.75 |
% |
|
1M L+575 |
|
|
5,707 |
|
|
|
5,606 |
|
|
|
5,707 |
|
Lucky Bucks, LLC |
|
07/20/2027 |
|
Hotel, Gaming and Leisure |
|
|
6.25 |
% |
|
1M L+550 |
|
|
4,500 |
|
|
|
4,411 |
|
|
|
4,424 |
|
Marketplace Events, LLC (3)(4) |
|
09/30/2025 |
|
Media: Diversified and Production |
|
|
6.25 |
% |
|
3M L+525 |
|
|
617 |
|
|
|
617 |
|
|
|
617 |
|
Super Priority First Lien Term Loan |
|
|
|
|
|
|
P(IK 6.25%) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan (3)(4) |
|
09/30/2025 |
|
Media: Diversified and Production |
|
— |
|
|
— |
|
|
589 |
|
|
|
— |
|
|
|
— |
|
|
Marketplace Events LLC (4) |
|
09/30/2026 |
|
Media: Diversified and Production |
|
|
0.00 |
% |
|
— |
|
|
4,615 |
|
|
|
3,441 |
|
|
|
4,615 |
|
Mars Acquisition Holdings Corp. |
|
05/14/2026 |
|
Media |
|
|
6.50 |
% |
|
1M L+550 |
|
|
10,000 |
|
|
|
9,813 |
|
|
|
9,900 |
|
MBS Holdings, Inc. |
|
04/16/2027 |
|
Internet Software and Services |
|
|
6.75 |
% |
|
3M L+575 |
|
|
7,481 |
|
|
|
7,338 |
|
|
|
7,332 |
|
MeritDirect, LLC |
|
05/23/2024 |
|
Media: Advertising, Printing & Publishing |
|
|
6.50 |
% |
|
3M L+550 |
|
|
5,532 |
|
|
|
5,412 |
|
|
|
5,477 |
|
Mission Critical Electronics, Inc. |
|
09/28/2022 |
|
Capital Equipment |
|
|
6.00 |
% |
|
3M L+500 |
|
|
5,890 |
|
|
|
5,877 |
|
|
|
5,890 |
|
NBH Group LLC |
|
08/19/2026 |
|
Healthcare, Education & Culture |
|
|
6.50 |
% |
|
3M L+550 |
|
|
10,902 |
|
|
|
10,687 |
|
|
|
10,684 |
|
New Milani Group LLC |
|
06/06/2024 |
|
Consumer Goods: Non-Durable |
|
|
6.50 |
% |
|
1M L+550 |
|
|
14,550 |
|
|
|
14,481 |
|
|
|
13,895 |
|
OIS Management Services LLC |
|
07/09/2026 |
|
Healthcare Equipment and Supplies |
|
|
5.75 |
% |
|
1M L+475 |
|
|
1,995 |
|
|
|
1,966 |
|
|
|
1,965 |
|
One Stop Mailing, LLC |
|
05/07/2027 |
|
Air Freight and Logistics |
|
|
7.25 |
% |
|
1M L+625 |
|
|
14,920 |
|
|
|
14,631 |
|
|
|
14,659 |
|
Output Services Group, Inc. |
|
03/27/2024 |
|
Business Services |
|
|
5.50 |
% |
|
1M L+450 |
|
|
7,743 |
|
|
|
7,733 |
|
|
|
7,047 |
|
Ox Two, LLC |
|
05/18/2026 |
|
Construction and Building |
|
|
7.00 |
% |
|
3M L+600 |
|
|
4,975 |
|
|
|
4,901 |
|
|
|
4,876 |
|
PH Beauty Holdings III, Inc. |
|
09/29/2025 |
|
Wholesale |
|
|
5.12 |
% |
|
1M L+500 |
|
|
9,693 |
|
|
|
9,514 |
|
|
|
9,467 |
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
6.75 |
% |
|
3M L+575 |
|
|
1,578 |
|
|
|
1,568 |
|
|
|
1,578 |
|
PlayPower, Inc. |
|
05/8/2026 |
|
Consumer Goods: Durable |
|
|
5.63 |
% |
|
3M L+550 |
|
|
3,805 |
|
|
|
3,720 |
|
|
|
3,736 |
|
Recteq, LLC |
|
01/29/2026 |
|
Leisure Products |
|
|
7.00 |
% |
|
3M L+600 |
|
|
4,975 |
|
|
|
4,888 |
|
|
|
4,925 |
|
Research Now Group, Inc. and Survey Sampling International LLC |
|
12/20/2024 |
|
Diversified Consumer Services |
|
|
6.50 |
% |
|
3M L+550 |
|
|
10,680 |
|
|
|
10,592 |
|
|
|
10,544 |
|
Sales Benchmark Index LLC |
|
01/03/2025 |
|
Professional Services |
|
|
7.75 |
% |
|
3M L+600 |
|
|
5,578 |
|
|
|
5,496 |
|
|
|
5,439 |
|
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
Wholesale |
|
|
7.00 |
% |
|
1M L+550 |
|
|
5,550 |
|
|
|
5,493 |
|
|
|
5,550 |
|
Schlesinger Global, Inc. |
|
07/14/2025 |
|
Business Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
11,785 |
|
|
|
11,760 |
|
|
|
11,254 |
|
Smile Brands Inc. |
|
10/14/2024 |
|
Healthcare and Pharmaceuticals |
|
|
5.32 |
% |
|
3M L+450 |
|
|
12,576 |
|
|
|
12,459 |
|
|
|
12,451 |
|
Snak Club, LLC |
|
07/19/2022 |
|
Beverage, Food and Tobacco |
|
|
7.00 |
% |
|
1M L+600 |
|
|
4,388 |
|
|
|
4,362 |
|
|
|
4,388 |
|
Solutionreach, Inc. |
|
01/17/2024 |
|
Healthcare and Pharmaceuticals |
|
|
6.75 |
% |
|
1M L+575 |
|
|
5,892 |
|
|
|
5,854 |
|
|
|
5,892 |
|
51
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Spectacle Gary Holdings, LLC |
|
12/23/2025 |
|
|
Hotels, Restaurants and Leisure |
|
|
11.00 |
% |
|
1M L+900 |
|
|
|
4,389 |
|
|
|
4,506 |
|
|
|
4,765 |
|
||
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction and Building |
|
|
5.33 |
% |
|
1M L+525 |
|
|
|
9,075 |
|
|
|
9,004 |
|
|
|
9,030 |
|
||
TAC LifePort Purchaser, LLC |
|
03/01/2026 |
|
|
Aerospace and Defense |
|
|
7.00 |
% |
|
3M L+600 |
|
|
|
4,950 |
|
|
|
4,860 |
|
|
|
4,948 |
|
||
TeleGuam Holdings, LLC |
|
11/20/2025 |
|
|
Telecommunications |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
10,337 |
|
|
|
10,313 |
|
|
|
10,234 |
|
||
Teneo Holdings LLC |
|
07/18/2025 |
|
|
Business Services |
|
|
6.25 |
% |
|
1M L+525 |
|
|
|
2,309 |
|
|
|
2,306 |
|
|
|
2,297 |
|
||
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
|
Aerospace and Defense |
|
|
6.77 |
% |
|
3M L+550 |
|
|
|
5,713 |
|
|
|
5,634 |
|
|
|
5,656 |
|
||
The Bluebird Group LLC |
|
07/27/2026 |
|
|
Professional Services |
|
|
8.00 |
% |
|
3M L+700 |
|
|
|
1,744 |
|
|
|
1,710 |
|
|
|
1,733 |
|
||
The Infosoft Group, LLC |
|
09/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
6.75 |
% |
|
6M L+575 |
|
|
|
13,383 |
|
|
|
13,376 |
|
|
|
13,383 |
|
||
The Vertex Companies, LLC |
|
08/30/2027 |
|
|
Construction and Engineering |
|
|
6.50 |
% |
|
6M L+550 |
|
|
|
5,634 |
|
|
|
5,523 |
|
|
|
5,529 |
|
||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
6.25 |
% |
|
3M L+525 |
|
|
|
8,834 |
|
|
|
8,655 |
|
|
|
8,569 |
|
||
TVC Enterprises, LLC |
|
03/26/2026 |
|
|
Diversified Consumer Services |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
8,558 |
|
|
|
8,593 |
|
|
|
8,558 |
|
||
TWS Acquisition Corporation |
|
06/16/2025 |
|
|
Diversified Consumer Services |
|
|
7.25 |
% |
|
1M L+625 |
|
|
|
6,636 |
|
|
|
6,599 |
|
|
|
6,636 |
|
||
Tyto Athene, LLC |
|
08/27/2024 |
|
|
IT Services |
|
|
6.25 |
% |
|
1M L+550 |
|
|
|
11,443 |
|
|
|
11,334 |
|
|
|
11,443 |
|
||
UBEO, LLC |
|
04/03/2024 |
|
|
Capital Equipment |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
17,571 |
|
|
|
17,457 |
|
|
|
17,483 |
|
||
Urology Management Associates, LLC |
|
08/30/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
5.50 |
% |
|
1M L+450 |
|
|
|
11,030 |
|
|
|
10,849 |
|
|
|
10,975 |
|
||
Walker Edison Furniture Company LLC |
|
03/31/2027 |
|
|
Wholesale |
|
|
6.75 |
% |
|
1M L+575 |
|
|
|
12,438 |
|
|
|
12,142 |
|
|
|
11,971 |
|
||
Wildcat Buyerco, Inc. |
|
02/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
6.00 |
% |
|
3M L+500 |
|
|
|
5,706 |
|
|
|
5,656 |
|
|
|
5,678 |
|
||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
558,880 |
|
|
|
557,732 |
|
||||
Second Lien Secured Debt - 10.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DBI Intermediate Holdco, LLC, Term Loan B (4) |
|
02/02/2026 |
|
|
Business Services |
|
|
11.00 |
% |
|
|
— |
|
|
|
2,434 |
|
|
|
2,434 |
|
|
|
2,434 |
|
|
|
|
|
|
|
|
|
|
P(IK 9.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventus Power, Inc. |
|
09/29/2024 |
|
|
Consumer Goods: Durable |
|
|
9.50 |
% |
|
3M L+850 |
|
|
|
3,000 |
|
|
|
2,947 |
|
|
|
2,940 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,381 |
|
|
|
5,374 |
|
||||
Equity Securities - 3.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
DBI Intermediate Holdco, LLC, Series A-1 (4) |
|
|
— |
|
|
Business Services |
|
|
13.00 |
% |
|
|
— |
|
|
|
7 |
|
|
|
5,034 |
|
|
|
— |
|
DBI Intermediate Holdco, LLC, Series AA (4) |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
6,731 |
|
|
|
1,314.7 |
|
DBI Intermediate Holdco, LLC, Series B (4) |
|
|
— |
|
|
Business Services |
|
|
— |
|
|
|
— |
|
|
|
1,065 |
|
|
|
237 |
|
|
|
— |
|
New MPE Holdings, LLC |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
0 |
|
|
|
— |
|
|
|
362.2 |
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,002 |
|
|
|
1,677 |
|
||||
Total Investments - 1101.7% |
|
|
|
|
|
|
|
|
|
|
|
576,263 |
|
|
|
564,783 |
|
|||||||||
Cash and Cash Equivalents - 55.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,191 |
|
|
|
28,191 |
|
||||
US Bank Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196 |
|
|
|
183 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,387 |
|
|
|
28,374 |
|
||||
Total Investments and Cash Equivalents —1,157.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
604,650 |
|
|
$ |
593,157 |
|
||||
Liabilities in Excess of Other Assets — (1057.1)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(541,893 |
) |
|||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
51,264 |
|
|||||
Below are the consolidated statements of assets and liabilities for PSSL ($ in thousands):
|
|
June 30, 2022 |
|
|
|
|
|
||
|
|
(Unaudited) |
|
|
|
September 30, 2021 |
|
||
Assets |
|
|
|
|
|
|
|
||
Investments at fair value (cost—$752,368 and $576,263, respectively) |
$ |
|
746,819 |
|
|
$ |
|
564,783 |
|
Cash and cash equivalents (cost—$39,197 and $28,387, respectively) |
|
|
39,190 |
|
|
|
|
28,374 |
|
Interest receivable |
|
|
2,282 |
|
|
|
|
1,414 |
|
Receivable for investment sold |
|
|
— |
|
|
|
|
7,323 |
|
Prepaid expenses and other assets |
|
|
2,038 |
|
|
|
|
1,665 |
|
Total assets |
|
|
790,328 |
|
|
|
|
603,559 |
|
Liabilities |
|
|
|
|
|
|
|
||
Payable for investments purchased |
|
|
6,609 |
|
|
|
|
31,963 |
|
Credit facility payable |
|
|
249,500 |
|
|
|
|
112,000 |
|
2032 Asset-backed debt, net (par—$246,000) |
|
|
243,213 |
|
|
|
|
242,757 |
|
Notes payable to members |
|
|
217,350 |
|
|
|
|
161,000 |
|
Interest payable on Credit Facility |
|
|
2,662 |
|
|
|
|
1,741 |
|
Interest payable on notes to members |
|
|
3,662 |
|
|
|
|
2,656 |
|
Accrued other expenses |
|
|
183 |
|
|
|
|
178 |
|
Total liabilities |
|
|
723,179 |
|
|
|
|
552,295 |
|
Members' equity |
|
|
67,149 |
|
|
|
|
51,263 |
|
Total liabilities and members' equity |
$ |
|
790,328 |
|
|
$ |
|
603,559 |
|
52
(1) As of June 30, 2022 and September 30, 2021, PSSL had unfunded commitments to fund investments of $0.6 million and $0.6 million, respectively.
Below are the consolidated statements of operations for PSSL ($ in thousands):
|
|
Three Months Ended June 30, |
|
|
Nine Months Ended June 30, |
|
|||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest |
$ |
|
13,535 |
|
|
$ |
|
8,688 |
|
|
$ |
36,467 |
|
|
$ |
23,741 |
|
Other income |
|
|
65 |
|
|
|
|
506 |
|
|
|
1,084 |
|
|
|
757 |
|
Total investment income |
|
|
13,600 |
|
|
|
|
9,194 |
|
|
|
37,551 |
|
|
|
24,498 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and expense on credit facility and asset-backed debt |
|
|
4,667 |
|
|
|
|
2,623 |
|
|
|
11,514 |
|
|
|
6,589 |
|
Interest expense on notes to members |
|
|
4,510 |
|
|
|
|
3,289 |
|
|
|
11,704 |
|
|
|
9,283 |
|
Administrative services expenses |
|
|
300 |
|
|
|
|
300 |
|
|
|
900 |
|
|
|
900 |
|
Other general and administrative expenses |
|
|
289 |
|
|
|
|
227 |
|
|
|
867 |
|
|
|
617 |
|
Total expenses |
|
|
9,766 |
|
|
|
|
6,439 |
|
|
|
24,985 |
|
|
|
17,389 |
|
Net investment income |
|
|
3,834 |
|
|
|
|
2,755 |
|
|
|
12,566 |
|
|
|
7,109 |
|
Realized and unrealized (loss) gain on investments and credit facility foreign currency translation currency translations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized loss on investments |
|
|
(24 |
) |
|
|
|
(3,403 |
) |
|
|
(14,956 |
) |
|
|
(4,679 |
) |
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments |
|
|
(5,232 |
) |
|
|
|
1,920 |
|
|
|
6,325 |
|
|
|
9,584 |
|
Credit facility foreign currency translation |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
(489 |
) |
Net change in unrealized appreciation (depreciation) on investments and credit facility foreign currency translations |
|
|
(5,232 |
) |
|
|
|
1,920 |
|
|
|
6,325 |
|
|
|
9,095 |
|
Net realized and unrealized gain (loss) from investments and credit facility foreign currency translations |
|
|
(5,256 |
) |
|
|
|
(1,483 |
) |
|
|
(8,631 |
) |
|
|
4,416 |
|
Net increase (decrease) in members' equity resulting from operations |
$ |
|
(1,422 |
) |
|
$ |
|
1,272 |
|
|
$ |
3,935 |
|
|
$ |
11,525 |
|
Off-Balance Sheet Arrangements
We currently engage in no off-balance sheet arrangements other than our funding requirements for the unfunded investments described above.
Distributions
In order to be treated as a RIC for federal income tax purposes and to not be subject to corporate-level tax on undistributed income or gains, we are required, under Subchapter M of the Code, to annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of our investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, subject to maintaining our ability to be taxed as a RIC, in order to provide us with additional liquidity.
During the three and nine months ended June 30, 2022, we declared distributions of $0.285 and $0.855 per share, respectively, for total distributions of $11.8 and $34.1 million, respectively. During the three and nine months ended June 30, 2021, we declared distributions of $0.285 and $0.855 per share, respectively, for total distributions of $11.1 and $33.2 million, respectively. We monitor available net investment income to determine if a return of capital for tax purposes may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, stockholders will be notified of the portion of those distributions deemed to be a tax return of capital. Tax characteristics of all distributions will be reported to stockholders subject to information reporting on Form 1099-DIV after the end of each calendar year and in our periodic reports filed with the SEC.
We intend to continue to make monthly distributions to our stockholders. Our monthly distributions, if any, are determined by our board of directors quarterly.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings applicable to us as a BDC under the 1940 Act and due to provisions in future credit facilities. If we do not distribute at least a certain percentage of our income annually, we could suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
In June 2022, the FASB issued Accounting Standards Update, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
53
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. As of June 30, 2022, our debt portfolio consisted of 100% variable-rate investments. The variable-rate loans are usually based on a LIBOR (or an alternative risk-free floating interest rate index) rate and typically have durations of three months, after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.
Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:
Change in Interest Rates |
|
Change in Interest Income, |
|
|
Change in Interest Income, |
|
||
Down 1% |
|
$ |
(4,460 |
) |
|
$ |
(0.11 |
) |
Up 1% |
|
|
6,966 |
|
|
|
0.17 |
|
Up 2% |
|
|
13,281 |
|
|
|
0.32 |
|
Up 3% |
|
|
19,596 |
|
|
|
0.47 |
|
Up 4% |
|
$ |
25,911 |
|
|
$ |
0.63 |
|
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.
Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds, as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income or net assets.
We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Credit Facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.
Item 4. Controls and Procedures
As of the period covered by this Report, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
54
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None of us, our Investment Adviser or our Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Investment Adviser or Administrator. From time to time, we, our Investment Adviser or Administrator, may be a party to certain legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these and any future legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should consider carefully the factors discussed below, as well as in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 filed on November 17, 2021, which could materially affect our business, financial condition and/or operating results. The risks described below, as well as in our Annual Report on Form 10-K are not the only risks facing PennantPark Floating Rate Capital Ltd. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
The ongoing invasion of Ukraine by Russia and related sanctions have increased global political and economic uncertainty, which may have a material impact on the Company's portfolio and the value of your investment in the Company.
The ongoing invasion of Ukraine by Russia and related sanctions have increased global political and economic uncertainty. In February 2022. Russia invaded Ukraine and, in response, the United States and many other countries placed economic sanction on certain Russian entities and individuals. Because Russia is a major exporter of oil and natural gas, the invasion and related sanctions have reduced the supply, and increased the price, of energy, which is accelerating inflation and may exacerbate ongoing supply chain issues. There is also the risk of retaliatory actions by Russia against countries which have enacted sanctions, including cyberattacks against financial and governmental institutions, which could result in business disruptions and further economic turbulence. Although the Company has no direct exposure to Russia or Ukraine, the broader consequences of the invasion may have a material adverse impact on the Company's portfolio and the value of your investment in the Company. Because this is an uncertain and evolving situation, its full impact is unknown at this time.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies are in industries that may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.
Legislation enacted in 2018 allows us to incur additional leverage.
A BDC has historically been able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in Section 61(a)(2) of the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Consolidated Appropriations Act of 2018 (which includes the SBCAA) was enacted which amended the 1940 Act to decrease this percentage from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity) for a BDC that has received either stockholder approval or approval of a “required majority” (as defined in Section 57(o) of the 1940 Act) of its board of directors of the application of such lower asset coverage ratio to the BDC. On April 5, 2018, our board of directors approved such reduction. As of April 5, 2019, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirement, which may increase the risk of investing in us. Under the 200% minimum asset coverage ratio, we were permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity and, under the 150% minimum asset coverage ratio, we are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a)(2) of the 1940 Act permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1-to-1 to a maximum of 2-to-1. In addition, since our base management fee is determined and payable based upon our average adjusted gross assets, which includes any borrowings for investment purposes, our base management fee expense may increase if we incur additional leverage.
Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject to tax as a RIC, we may need to raise additional capital to finance our growth. If funds are not available to us, we may need to curtail new investments, and our common stock value could decline.
In connection with satisfying the requirements to be subject to tax as a RIC for federal income tax purposes, we intend to distribute to our stockholders substantially all of our investment company taxable income and net capital gains each taxable year. However, we may retain all or a portion of our net capital gains and incur applicable income taxes with respect thereto and elect to treat such retained net capital gains as deemed dividend distributions to our stockholders.
As noted above, on April 5, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), approved a reduction of our asset coverage ratio from 200% to 150%. As a result, as of April 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). If we incur additional indebtedness under this provision, the risk of investing in us will increase. If the value of our assets declines, we may be unable to satisfy this asset coverage test. If that happens, we may be required to sell a portion of our investments or sell additional common stock and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous. In addition, the issuance of additional securities could dilute the percentage ownership of our current stockholders in us.
We are partially dependent on our subsidiary, Funding I, for cash distributions to enable us to meet the distribution requirements in order to permit us to be subject to tax as a RIC. In this regard, Funding I is limited by its covenants from making certain distributions to us that may be necessary to fulfill our requirements to be subject to tax as a RIC. In such case, we would need to request a waiver of these covenants’ restrictions for Funding I to make certain distributions to enable us to be subject to tax as a RIC. We cannot assure you that Funding I will be granted such a waiver, and if Funding I is unable to obtain a waiver, compliance with the covenants may cause us to incur a corporate-level income tax.
If we incur additional debt, it could increase the risk of investing in our shares.
We have indebtedness outstanding pursuant to our Credit Facility, 2023 Notes, 2026 Notes and the 2031 Asset-Backed Debt and expect in the future to borrow additional amounts under our Credit Facility or other debt securities, subject to market availability, and, may increase the size of our Credit Facility. We cannot assure you
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that our leverage will remain at current levels. The amount of leverage that we employ will depend upon our assessment of the market and other factors at the time of any proposed borrowing. Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders or preferred stockholders, if any, and we have granted a security interest in Funding I’s assets in connection with our Credit Facility borrowings. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Any future debt issuance will increase our leverage and may be subordinate to our Credit Facility. In addition, borrowings or debt issuances, also known as leverage, magnify the potential for loss or gain on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then the use of leverage would cause the net asset value attributable to our common stock to decline more than it otherwise would have had we not utilized leverage. Similarly, any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common or preferred stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.
As noted above, on April 5, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), approved a reduction of our asset coverage ratio. As a result, as of April 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% to 150%. As of such date, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
Unless specifically indicated otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
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PENNANTPARK FLOATING RATE CAPITAL LTD. |
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Date: August 3, 2022 |
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By: |
/s/ Arthur H. Penn |
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Arthur H. Penn |
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
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Date: August 3, 2022 |
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By: |
/s/ Richard T. Allorto, Jr. |
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Richard T. Allorto, Jr. |
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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Exhibit 10.1
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AGREEMENT (this “Agreement”) made as of July 1, 2022 by and between PennantPark Floating Rate Capital Ltd., a Maryland corporation (hereinafter referred to as the “Corporation”), and PennantPark Investment Administration, LLC, a Delaware limited liability company, (hereinafter referred to as the “Administrator”).
W I T N E S S E T H:
WHEREAS, the Corporation is a closed-end non-diversified management investment company that has filed a notice with the Securities and Exchange Commission that it intends to elect to treated as a business development company under the Investment Company Act of 1940, as amended (hereinafter referred to as the “1940 Act”);
WHEREAS, the Corporation has engaged the Administrator to provide administrative services to the Corporation under that Administration Agreement, most recently re-approved by the Board of Directors of the Corporation in February 2022; and
WHEREAS, the Corporation and the Administrator wish to make certain amendments to the Administration Agreement, as reflected in this Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Administrator hereby agree as follows:
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Duties of the Administrator |
(a) Employment of Administrator. The Corporation hereby employs the Administrator to act as administrator of the Corporation, and to furnish, or arrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Corporation, for the period and on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Corporation in any way or otherwise be deemed agents of the Corporation.
(b) Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Corporation. Without limiting the generality of the foregoing, the Administrator shall provide the Corporation with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject to review by the Board of Directors of the Corporation, shall from time to time determine to be necessary or useful to perform its obligations under this
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Agreement. The Administrator shall also, on behalf of the Corporation, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Directors of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Corporation as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other assets that the Corporation should purchase, retain or sell or any other investment advisory services to the Corporation. The Administrator shall be responsible for the financial and other records that the Corporation is required to maintain and shall prepare reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). The Administrator will provide on the Corporation’s behalf significant managerial assistance to those portfolio companies to which the Corporation is required to provide such assistance. In addition, the Administrator will assist the Corporation in determining and publishing the Corporation’s net asset value, overseeing the preparation and filing of the Corporation’s tax returns, and the printing and dissemination of reports to stockholders of the Corporation, and generally overseeing the payment of the Corporation’s expenses and the performance of administrative and professional services rendered to the Corporation by others.
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Records |
The Administrator agrees to maintain and keep all books, accounts and other records of the Corporation that relate to activities performed by the Administrator hereunder and, if required by the 1940 Act, will maintain and keep such books, accounts and records in accordance with that Act. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Corporation shall at all times remain the property of the Corporation, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records which it maintains for the Corporation pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.
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Confidentiality |
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information pursuant to Regulation S-P of the SEC, shall be used by any other party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or
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legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
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Compensation; Allocation of Costs and Expenses |
In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. If requested to perform significant managerial assistance to portfolio companies of the Corporation, the Administrator will be paid an additional amount based on the services provided, which shall not exceed the amount the Corporation receives from the portfolio companies for providing this assistance.
The Corporation will bear all costs and expenses that are incurred in its operation and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Management Agreement, dated as of February 2, 2016, by and between the Corporation and the Adviser. Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: organization and offering; calculating the Corporation’s net asset value (including the cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Corporation and in monitoring the Corporation’s investments and performing due diligence (including related legal expenses) on its prospective portfolio companies and expenses related to unsuccessful portfolio acquisition efforts; interest payable on debt, if any, incurred to finance the Corporation’s investments; offerings of the Corporation’s common stock and other securities; investment advisory and management fees; administration fees payable under this Agreement; fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors; transfer agent and custodial fees; federal and state registration fees; all costs of registration and listing the Corporation’s shares on any securities exchange; federal, state and local taxes; independent directors’ fees and expenses; costs of preparing and filing reports or other documents required by the SEC; costs of any reports, proxy statements or other notices to stockholders, including printing costs; costs associated with individual or groups of stockholders; the Corporation’s allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs. For the avoidance of doubt, the costs and expenses to be borne by the Corporation set forth above include the costs and expenses allocable with respect to the provision of in-house legal, tax, or other professional advice and/or services to the Corporation, including performing due diligence on its prospective portfolio companies, as deemed appropriate by the Administrator, where such in-house personnel perform services that would be paid by the Corporation if outside service providers provided the same services, subject to the Board of Directors’ oversight.
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At its election, the Administrator may elect to receive payment under this Agreement in the form of a percentage of assets under management by the Corporation, rather than based on the sum of the actual expenses accrued. Such percentage shall be in an amount mutually agreed by the Administrator and the Corporation.
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Limitation of Liability of the Administrator; Indemnification |
The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation its sole member) shall not be liable to the Corporation for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Corporation, and the Corporation shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including without limitation the Adviser, each of whom shall be deemed a third party beneficiary hereof, collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Corporation. Notwithstanding the preceding sentence of this Paragraph 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).
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Activities of the Administrator |
The services of the Administrator to the Corporation are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers, employees and stockholders of the Corporation are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Corporation as stockholders or otherwise.
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Duration and Termination of this Agreement |
This Agreement shall become effective as of the date hereof, and shall remain in force with respect to the Corporation for two years thereafter, and thereafter continue from year to year, but only so long as such continuance is specifically approved at least annually by (i) the Board of
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Directors of the Corporation and (ii) a majority of those directors who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party.
This Agreement may be terminated at any time, without the payment of any penalty, by vote of the directors of the Corporation, or by the Administrator, upon 60 days’ written notice to the other party. This Agreement may not be assigned by a party without the consent of the other party.
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Amendments of this Agreement |
This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.
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Governing Law |
This Agreement shall be construed in accordance with laws of the State of New York and the applicable provisions of the 1940 Act, if any. To the extent that the applicable laws of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, if any, the latter shall control.
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Entire Agreement |
This Agreement contains the entire agreement of the parties and supercedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.
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Notices |
Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
PENNANTPARK FLOATING RATE CAPITAL LTD.
By: /s/ Arthur H. Penn
Name: Arthur H. Penn
Title: Chief Executive Officer
PENNANTPARK INVESTMENT ADMINISTRATION, LLC
By: /s/ Arthur H. Penn
Name: Arthur H. Penn
Title: Chief Executive Officer
Execution Version
Exhibit 10.2
PENNANTPARK FLOATING RATE CAPITAL LTD.
(a Maryland corporation)
Common Stock, Par Value $0.001 Per Share
EQUITY DISTRIBUTION AGREEMENT
Dated: August 20, 2021
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Execution Version
PENNANTPARK FLOATING RATE CAPITAL LTD.
(a Maryland corporation)
Common Stock, Par Value $0.001 Per Share
EQUITY DISTRIBUTION AGREEMENT
JMP Securities LLC
600 Montgomery Street, Suite 1100
San Francisco, California 94111
Ladies and Gentlemen:
PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Company”), PennantPark Investment Advisers, LLC, a Delaware limited liability company (the “Adviser”) and PennantPark Investment Administration, LLC, a Delaware limited liability company (the “Administrator”), each confirms its agreement with JMP Securities LLC (the “Sales Agent”) with respect to the sale by the Company of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), having an aggregate offering price of up to $75 million. The shares of Common Stock to be sold by the Sales Agent are herein called, collectively, the “Securities.” The Company, the Adviser and the Administrator have also entered into a sales agreement in substantially similar form to this Agreement (the “Sales Agreement”), dated of even date herewith, with Raymond James & Associates, Inc. (the “Other Agent”). The aggregate amount of Securities that may be sold collectively pursuant to this Agreement and the Sales Agreement shall not exceed the lesser of $75 million and the dollar amount of Securities permitted to be sold under the Registration Statement (as defined below).
The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2 (File No. 333-235532), relating to the registration of the Securities and certain of the Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement was most declared effective by the Commission on January 29, 2020. The Company has also filed with the Commission a prospectus supplement, dated the date hereof, as such prospectus supplement may be amended (the “Prospectus”), which contains a base prospectus, dated January 29, 2020, in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act (such provisions, the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be a part of such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including all documents filed as part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed to be part of the registration statement and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations, is herein called the “Registration Statement.” All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424(b) under the
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1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).
A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00743) was filed with the Commission on April 7, 2011 under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act Regulations”).
The Company has entered into that certain Second Amended and Restated Investment Advisory Agreement, dated as of February 2, 2016 (the “Investment Management Agreement”), with the Adviser. The Company has entered into that certain Administration Agreement, dated as of April 7, 2011 (the “Administration Agreement”), with the Administrator.
As used in this Agreement, “Applicable Time” means the time of each sale of the applicable Securities pursuant to this Agreement.
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission,
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complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The Prospectus delivered to the Sales Agent for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Sales Agent expressly for use therein (collectively, the “Sales Agent Information”). For purposes of this Agreement, the only Sales Agent Information shall be the final paragraph of the “Plan of Distribution” in the Prospectus.
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The relative benefits received by the Company, the Adviser and the Administrator, on the one hand, and the Sales Agent, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total commissions received by the Sales Agent, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate Net Proceeds.
The relative fault of the Company, the Adviser and the Administrator, on the one hand, and the Sales Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Adviser and the Administrator or by the Sales Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company, the Adviser, the Administrator and the Sales Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by
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any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, the Sales Agent shall not be required to contribute any amount in excess of the commissions received by the Sales Agent in connection with the Securities sold by it.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
Notwithstanding anything in this Agreement to the contrary, any indemnification and contribution by the Company shall be subject to the requirements and limitations of Section 17(i) of the 1940 Act and any applicable guidance from the Commission or its staff thereunder.
For purposes of this Section 7, each person, if any, who controls the Sales Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Sales Agent’s Affiliates and selling agents shall have the same rights to contribution as the Sales Agent, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company, the Adviser or the Administrator, as the case may be.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Company, the Adviser and the Administrator in accordance with its terms.
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Very truly yours,
PENNANTPARK FLOATING RATE CAPITAL LTD.
By: /s/ Arthur H. Penn |
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PENNANTPARK INVESTMENT ADVISERS, LLC
By: /s/ Arthur H. Penn |
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PENNANTPARK INVESTMENT ADMINISTRATION, LLC
By: /s/ Arthur H. Penn |
[Signature Page to Sales Agreement – JMP]
CONFIRMED AND ACCEPTED,
as of the date first above written:
JMP SECURITIES LLC
By: /s/ Jonathan Dever
Name: Jonathan Dever
Title: Managing Director
[Signature Page to Sales Agreement – JMP]
Schedule SEQ Schedule \* ALPHABETIC A
Consolidated subsidiaries of the Company:
PennantPark Floating Rate Funding I, LLC
PennantPark Floating Rate Funding II, LLC
PennantPark CLO I, LLC
PennantPark CLO I, Ltd.
PennantPark CLO I Depositor, LLC
PFLT Investment Holdings, LLC
[Signature Page to Sales Agreement – JMP]
Schedule SEQ Schedule \* ALPHABETIC B
Company Authorized Representatives
Arthur H. Penn
Richard Cheung
Sales Agent Authorized Representatives
Jonathan Dever
Aidan Whitehead
Walter Conroy
JMP Compliance
IF "1" = "1" "125213972v2" "" 125213972v2
28117901.1.BUSINESS
Execution Version
Exhibit 10.3
PENNANTPARK FLOATING RATE CAPITAL LTD.
(a Maryland corporation)
Common Stock, Par Value $0.001 Per Share
EQUITY DISTRIBUTION AGREEMENT
Dated: August 20, 2021
IF "1" = "1" "125213972v2" "" 125213972v2
28117909.1.BUSINESS
Execution Version
PENNANTPARK FLOATING RATE CAPITAL LTD.
(a Maryland corporation)
Common Stock, Par Value $0.001 Per Share
EQUITY DISTRIBUTION AGREEMENT
Raymond James & Associates, Inc.
880 Carillon Parkway|
St. Petersburg, Florida 33716
Ladies and Gentlemen:
PennantPark Floating Rate Capital Ltd., a Maryland corporation (the “Company”), PennantPark Investment Advisers, LLC, a Delaware limited liability company (the “Adviser”) and PennantPark Investment Administration, LLC, a Delaware limited liability company (the “Administrator”), each confirms its agreement with Raymond James & Associates, Inc. (the “Sales Agent”) with respect to the sale by the Company of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), having an aggregate offering price of up to $75 million. The shares of Common Stock to be sold by the Sales Agent are herein called, collectively, the “Securities.” The Company, the Adviser and the Administrator have also entered into a sales agreement in substantially similar form to this Agreement (the “Sales Agreement”), dated of even date herewith, with JMP Securities LLC (the “Other Agent”). The aggregate amount of Securities that may be sold collectively pursuant to this Agreement and the Sales Agreement shall not exceed the lesser of $75 million and the dollar amount of Securities permitted to be sold under the Registration Statement (as defined below).
The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form N-2 (File No. 333-235532), relating to the registration of the Securities and certain of the Company’s other securities under the Securities Act of 1933, as amended (the “1933 Act”), which registration statement was most declared effective by the Commission on January 29, 2020. The Company has also filed with the Commission a prospectus supplement, dated the date hereof, as such prospectus supplement may be amended (the “Prospectus”), which contains a base prospectus, dated January 29, 2020, in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations of the Commission promulgated under the 1933 Act (such provisions, the “1933 Act Regulations”) and Rule 424(b) (“Rule 424(b)”) of the 1933 Act Regulations. The information, if any, included or incorporated by reference in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be a part of such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Unless the context otherwise requires, such registration statement, including all documents filed as part thereof and any Rule 430B Information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the 1933 Act and deemed to be part of the registration statement and also including any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations, is herein called the “Registration Statement.” All references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus, including those made pursuant to Rule 424(b) under the
28117909.1.BUSINESS
1933 Act or such other rule under the 1933 Act as may be applicable to the Company, shall be deemed to mean and include, without limitation the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which is or is deemed to be incorporated by reference in or otherwise to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EDGAR”).
A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 Filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00743) was filed with the Commission on April 7, 2011 under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations and any applicable guidance and/or interpretation of the Commission or its staff thereunder (the “1940 Act Regulations”).
The Company has entered into that certain Second Amended and Restated Investment Advisory Agreement, dated as of February 2, 2016 (the “Investment Management Agreement”), with the Adviser. The Company has entered into that certain Administration Agreement, dated as of April 7, 2011 (the “Administration Agreement”), with the Administrator.
As used in this Agreement, “Applicable Time” means the time of each sale of the applicable Securities pursuant to this Agreement.
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission,
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complied in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1940 Act and the 1940 Act Regulations. The Prospectus delivered to the Sales Agent for use in connection with this offering was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Sales Agent expressly for use therein (collectively, the “Sales Agent Information”). For purposes of this Agreement, the only Sales Agent Information shall be the final paragraph of the “Plan of Distribution” in the Prospectus.
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The relative benefits received by the Company, the Adviser and the Administrator, on the one hand, and the Sales Agent, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total commissions received by the Sales Agent, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate Net Proceeds.
The relative fault of the Company, the Adviser and the Administrator, on the one hand, and the Sales Agent, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Adviser and the Administrator or by the Sales Agent and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company, the Adviser, the Administrator and the Sales Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by
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any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, the Sales Agent shall not be required to contribute any amount in excess of the commissions received by the Sales Agent in connection with the Securities sold by it.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
Notwithstanding anything in this Agreement to the contrary, any indemnification and contribution by the Company shall be subject to the requirements and limitations of Section 17(i) of the 1940 Act and any applicable guidance from the Commission or its staff thereunder.
For purposes of this Section 7, each person, if any, who controls the Sales Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Sales Agent’s Affiliates and selling agents shall have the same rights to contribution as the Sales Agent, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company, the Adviser or the Administrator, as the case may be.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Company, the Adviser and the Administrator in accordance with its terms.
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Very truly yours,
PENNANTPARK FLOATING RATE CAPITAL LTD.
By: /s/ Arthur H. Penn |
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PENNANTPARK INVESTMENT ADVISERS, LLC
By: /s/ Arthur H. Penn |
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PENNANTPARK INVESTMENT ADMINISTRATION, LLC
By: /s/ Arthur H. Penn |
[Signature Page to Sales Agreement – Raymond James]
CONFIRMED AND ACCEPTED,
as of the date first above written:
RAYMOND JAMES & ASSOCIATES, INC.
By: /s/ Larry Herman
Name: Larry Herman
Title: Managing Director
[Signature Page to Sales Agreement – Raymond James]
Schedule SEQ Schedule \* ALPHABETIC A
Consolidated subsidiaries of the Company:
PennantPark Floating Rate Funding I, LLC
PennantPark Floating Rate Funding II, LLC
PennantPark CLO I, LLC
PennantPark CLO I, Ltd.
PennantPark CLO I Depositor, LLC
PFLT Investment Holdings, LLC
[Signature Page to Sales Agreement – Raymond James]
Schedule SEQ Schedule \* ALPHABETIC B
Company Authorized Representatives
Arthur H. Penn
Richard Cheung
Sales Agent Authorized Representatives
Jeff Fordham
Jeanna Bryan
IF "1" = "1" "125213972v2" "" 125213972v2
28117909.1.BUSINESS
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Arthur H. Penn, Chief Executive Officer of PennantPark Floating Rate Capital, Ltd., certify that:
1. I have reviewed this Report on Form 10-Q of PennantPark Floating Rate Capital, Ltd.;
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 3, 2022
/s/ Arthur H. Penn |
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Name: |
Arthur H. Penn |
Title: |
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Richard T. Allorto, Jr., Chief Financial Officer of PennantPark Floating Rate Capital, Ltd., certify that:
1. I have reviewed this Report on Form 10-Q of PennantPark Floating Rate Capital, Ltd.;
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 3, 2022
/s/ Richard T. Allorto, Jr. |
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Name: |
Richard T. Allorto, Jr. |
Title: |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with this Report on Form 10-Q for the three and nine months ended June 30, 2022 (the “Report”) of PennantPark Floating Rate Capital, Ltd. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Arthur H. Penn, Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Arthur H. Penn |
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Name: |
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Arthur H. Penn |
Title: |
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Chief Executive Officer |
Date: |
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August 3, 2022 |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with this Report on Form 10-Q for the three and nine months ended June 30, 2022 (the “Report”) of PennantPark Floating Rate Capital, Ltd. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Richard T. Allorto, Jr., Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Richard T. Allorto, Jr. |
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Name: |
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Richard T. Allorto, Jr. |
Title: |
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Chief Financial Officer |
Date: |
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August 3, 2022 |