424B2
0001504619false424B2Net assets attributable to common shares equal average net assets of September 30, 2022, plus net proceeds anticipated from this offering but excluding the underwriters’ option to purchase additional shares. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus.The contractual management fee is calculated at an annual rate of 1.00% of our average adjusted gross assets on September 30, 2022.As of September 30, 2022, we had $168.8 million in borrowings outstanding under our Credit Facility, $97.0 million outstanding under our 2023 Notes, $185.0 million outstanding under our 2026 Notes and $228.0 million outstanding under the 2031 Asset-Backed Debt. We may use proceeds of this offering to repay outstanding obligations under our existing financing arrangements or other indebtedness. After completing this offering, we may continue to borrow under our existing financing arrangements to finance our investment objectives. We have estimated the annual interest expense on borrowed funds and we caution you that our actual interest expense in the future will depend on prevailing interest rates and our rate of borrowing, which may be substantially higher than the amount provided in this table.Our Investment Adviser has agreed to pay all of the underwriting discounts and commissions (sales load), which is not reflected in the above table. We are not obligated to repay the sales load paid by our Investment Adviser.The percentage reflects estimated offering expenses payable by us of approximately $250,000 and is based on the offering of 4,250,000 shares in this offering at the offering price of $11.10 per share.The portion of incentive fees paid with respect to net investment income and capital gains, if any, is based on actual amounts incurred during the fiscal year ended September 30, 2022. Such incentive fees are based on performance, vary from period to period and are not paid unless our performance exceeds specified thresholds. Incentive fees in respect of net investment income do not include incentive fees in respect of net capital gains. The portion of our incentive fee paid in respect of net capital gains 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 20.0% 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 fees. For purposes of this chart and our Consolidated Financial Statements, our incentive fees on capital gains are calculated in accordance with the U.S. generally accepted accounting principles. As we cannot predict our future net investment income or capital gains, the incentive fee paid in future periods, if any, may be substantially different than the fee earned during the fiscal year ended September 30, 2022. For more detailed information about the incentive fee, please see “Item 1. Business-Investment Management Agreement” and “Item 1. Business-Investment Advisory Fees” in our most recent Annual Report on Form 10-K.Our stockholders indirectly bear 87.5% of the expenses of our investment in PSSL. No management fee is charged by PennantPark Investment Advisers in connection with PSSL. PSSL pays the Administrator an annual fee of 0.25% of average gross assets under management. For this chart, PSSL fees and operating expenses are based on our share of the actual fees and operating expenses of PSSL for the fiscal year ended September 30, 2022. Expenses for PSSL may fluctuate over time and may be substantially higher or lower in the future. Our stockholders indirectly bear 23.08% of the expenses of our investment in PTSF. A management fee equal to 0.30% per annum of the gross assets of PTSF and its subsidiaries is charged by PennantPark Investment Advisers in connection with PTSF (which is waived by PennantPark Investment Advisers). When applicable, fees and operating expenses estimates would be based on historic fees and operating expenses for acquired funds. For PTSF, which has a limited operating history, fees and operating expenses are estimates based on expected fees and operating expenses of PTSF for the applicable fiscal quarter, annualized for a full year. Expenses for PTSF may fluctuate over time and may be substantially higher or lower in the future.“Other expenses” includes our general and administrative expenses, professional fees, directors’ fees, insurance costs, taxes and the expenses of the Investment Adviser reimbursable under our Investment Management Agreement and of the Administrator reimbursable under our Administration Agreement. Such expenses are estimated for the current fiscal year based on actual other expenses for the fiscal year ended September 30, 2022.“Total estimated annual expenses” as a percentage of average net assets attributable to common shares, to the extent we borrow money to make investments, are higher than the total estimated annual expenses percentage would be for a company that is not leveraged. We may borrow money to leverage our net assets and increase our total assets. The SEC requires that the “total estimated annual expenses” percentage be calculated as a percentage of average net assets (defined as total assets less indebtedness) rather than total assets, which include assets that have been funded with borrowed money. If the “Total estimated annual expenses” percentage were calculated instead as a percentage of total assets, our “Total estimated annual expenses” would be 7.44% of average total assets.Calculated as of the respective high or low closing sales price less NAV per share, divided by the quarter-end NAV per share.NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period. 0001504619 2023-01-24 2023-01-24 0001504619 2022-11-30 2022-11-30 0001504619 2023-01-01 2023-01-23 0001504619 2022-10-01 2022-12-31 0001504619 2022-07-01 2022-09-30 0001504619 2022-04-01 2022-06-30 0001504619 2022-01-01 2022-03-31 0001504619 2021-10-01 2021-12-31 0001504619 2021-07-01 2021-09-30 0001504619 2021-04-01 2021-06-30 0001504619 2021-01-01 2021-03-31 0001504619 2020-10-01 2020-12-31 0001504619 2022-09-30 2022-09-30 0001504619 2022-06-30 2022-06-30 0001504619 cik0001504619:RiskFactorsMember 2023-01-24 2023-01-24 0001504619 cik0001504619:CommonStockMember 2023-01-24 2023-01-24 0001504619 cik0001504619:PreferredStockMember 2023-01-24 2023-01-24 0001504619 cik0001504619:WarrantsMember 2023-01-24 2023-01-24 0001504619 cik0001504619:SubscriptionRightsMember 2023-01-24 2023-01-24 0001504619 cik0001504619:ActualMember cik0001504619:CreditFacilityMember 2023-01-24 2023-01-24 0001504619 cik0001504619:ActualMember cik0001504619:TwoThousandsAndTwentyThreeNotesPayableMember 2023-01-24 2023-01-24 0001504619 cik0001504619:ActualMember cik0001504619:TwoThousandsAndTwentySixNotesPayableMember 2023-01-24 2023-01-24 0001504619 cik0001504619:ActualMember cik0001504619:TwoThousandsAndThirtyOneAssetBackedDebtMember 2023-01-24 2023-01-24 0001504619 cik0001504619:AssumesNoReturnFromNetRealizedCapitalGainsMember 2023-01-24 2023-01-24 0001504619 cik0001504619:AssumesReturnOnlyFromRealizedCapitalGainsMember 2023-01-24 2023-01-24 0001504619 cik0001504619:ProformaMember cik0001504619:CreditFacilityMember 2022-09-30 2022-09-30 0001504619 cik0001504619:ProformaMember cik0001504619:TwoThousandsAndTwentyThreeNotesPayableMember 2022-09-30 2022-09-30 0001504619 cik0001504619:ProformaMember cik0001504619:TwoThousandsAndTwentySixNotesPayableMember 2022-09-30 2022-09-30 0001504619 cik0001504619:ProformaMember cik0001504619:TwoThousandsAndThirtyOneAssetBackedDebtMember 2022-09-30 2022-09-30 xbrli:pure iso4217:USD xbrli:shares iso4217:USD xbrli:shares
Filed Pursuant to Rule 424(b)(2)
File No. 333-268813
 
Prospectus Supplement
To the Prospectus dated January 9, 2023
LOGO
4,250,000 Shares
Common Stock
 
 
This is a public offering of common stock of PennantPark Floating Rate Capital Ltd. (“we”, “our”, or “us”). We are a Maryland corporation and a
closed-end,
externally managed,
non-diversified
investment company that has elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investment objectives are to generate both current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objectives by investing primarily in loans bearing variable rates of interest, or Floating Rate Loans, and other investments made to U.S. middle-market companies. 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. We are externally managed by PennantPark Investment Advisers, LLC. PennantPark Investment Administration, LLC provides the administrative services necessary for us to operate.
We are offering for sale 4,250,000 shares of our common stock at a price of $11.10 per share. Our common stock is traded on the New York Stock Exchange, or NYSE, and The Tel Aviv Stock Exchange, or TASE, under the symbol “PFLT”. The last reported closing price for our common stock on the NYSE on January 23, 2023 was $11.81 per share. The net asset value of our common stock on September 30, 2022 was $11.62 per share.
This prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information you should know before investing in our securities. Please read this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before you invest in our securities and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. You may also obtain such information free of charge or make stockholder inquiries by contacting us in writing at 1691 Michigan Avenue, Miami Beach, FL 33139 by calling us collect at (786)
297-9500
or by visiting our website at
www.pennantpark.com
. Except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, the information on our website is not part of this prospectus supplement or the accompanying prospectus. The SEC also maintains a website at
www.sec.gov
that contains such information free of charge.
Investing in our common stock involves a high degree of risk, including the risk of leverage. Before buying any shares of our common stock, you should read the discussion of the material risks of investing in us described in the section titled “Risk Factors” in our most recent Annual Report on Form
10-K,
this prospectus supplement and the accompanying prospectus and under similar headings in other documents that are filed with the SEC on or after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.
Shares of
closed-end
investment companies, including BDCs, frequently trade at a discount to their net asset value, or NAV. If our shares trade at a discount to our NAV, it may increase the risk of loss for purchasers in this offering.
Neither the SEC nor any state securities commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
  
Per Share
 
  
Total
 
Public offering price
  
$
11.1000
  
$
47,175,000
 
Sales load (underwriting discounts and commissions)
(1)
  
$
 
  
$
 
Additional supplemental payment to the underwriters by PennantPark Investment Advisers, LLC
(2)
  
$
0.0998
 
  
$
424,150
 
Proceeds to us (before expenses)
(3)
  
$
11.1998
 
  
$
47,599,150
 
 
(1)
PennantPark Investment Advisers, LLC, our investment adviser, has agreed to pay all of the sales load (underwriting discounts and commissions) in the amount of approximately $1.4 million, or $0.3330 per share (or approximately $1.6 million or $0.3330 per share if the underwriters’ option to purchase additional shares is fully exercised), in connection with the shares of common stock offered by us in this offering, which is not reflected in the above table. We are not obligated to repay the sales load paid by PennantPark Investment Advisers, LLC. See “Underwriting” for additional information regarding underwriting compensation.
(2)
PennantPark Investment Advisers, LLC has agreed to pay the underwriters an additional supplemental payment of $424,150, or $0.0998 per share (or $487,773, or $0.0998 per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering. We are not obligated to repay the additional supplemental payment made by PennantPark Investment Advisers, LLC.
(3)
The estimated expenses of this offering are expected to be approximately $250,000.
In addition, the underwriters may purchase up to an additional 637,500 shares of common stock at the public offering price, less the sales load payable by us, within 30 days from the date of this prospectus supplement. If the underwriters exercise this option in full, the total public offering price will be approximately $54.3 million, the total sales load paid by PennantPark Investment Advisers, LLC will be approximately $1.6 million, the additional supplemental payment to the underwriters paid by PennantPark Investment Advisers, LLC will be $487,773 and total proceeds to us, before expenses, will be approximately $54.7 million.
 
 
The underwriters expect to deliver the shares on or about January 26, 2023.
Joint Book-Running Managers
 
    Morgan Stanley
  
UBS Investment                
Bank                
  
Goldman Sachs & Co. LLC
  
        J.P. Morgan
  
Keefe, Bruyette & Woods
A Stifel Company
Co-Managers
 
     JMP Securities
                   A CITIZENS COMPANY
 
Oppenheimer & Co.            
 
                Maxim Group LLC
  
Ladenburg Thalmann
The date of this prospectus supplement is January 23, 2023.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
 
  
 
S-i
 
  
 
S-ii
 
  
 
S-1
 
  
 
S-5
 
  
 
S-8
 
  
 
S-11
 
  
 
S-12
 
  
 
S-14
 
  
 
S-15
 
  
 
S-16
 
  
 
S-17
 
  
 
S-22
 
  
 
S-22
 
  
 
S-22
 
  
 
S-22
 
  
 
S-23
 
PROSPECTUS
 
 
  
Page
 
  
 
2
 
  
 
7
 
  
 
8
 
  
 
10
 
  
 
10
 
  
 
11
 
  
 
12
 
  
 
12
 
  
 
12
 
  
 
17
 
  
 
19
 
  
 
31
 
  
 
34
 
  
 
37
 
  
 
43
 
  
 
44
 
  
 
45
 
  
 
47
 
  
 
60
 
  
 
61
 
  
 
72
 
  
 
74
 
  
 
74
 
  
 
74
 
  
 
74
 
  
 
75
 
  
 
76
 
 
S-i

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes specific details regarding the terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides general information about us and the securities we may offer from time to time, some of which may not apply to this offering. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus or the information included in any document filed prior to the date of this prospectus supplement and incorporated by reference in this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement shall control. Generally, when we refer to this “prospectus”, we are referring to both this prospectus supplement and the accompanying prospectus combined, together with any free writing prospectus that we have authorized for use in connection with this offering or any exhibits and documents incorporated by reference. Please carefully read this prospectus supplement and the accompanying prospectus together with any free writing prospectus that we have authorized for use in connection with this offering and any exhibits and documents incorporated by reference before you make an investment decision.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT, INCLUDING ANY DOCUMENTS WE INCORPORATE BY REFERENCE HEREIN, THE ACCOMPANYING PROSPECTUS AND ANY FREE WRITING PROSPECTUS PREPARED BY OR ON BEHALF OF US THAT RELATES TO THIS OFFERING, INCLUDING THE DOCUMENTS WE INCORPORATE BY REFERENCE THEREIN. NEITHER WE NOR ANY UNDERWRITER HAS AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION OR TO MAKE REPRESENTATIONS AS TO MATTERS NOT STATED IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR IN ANY FREE WRITING PROSPECTUS PREPARED BY OR ON BEHALF OF US THAT RELATES TO THIS OFFERING. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. IF ANYONE PROVIDES YOU WITH DIFFERENT OR ADDITIONAL INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL SHARES OF OUR COMMON STOCK IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS SUPPLEMENT, INCLUDING THE DOCUMENTS WE INCORPORATE BY REFERENCE HEREIN, THE ACCOMPANYING PROSPECTUS AND ANY FREE WRITING PROSPECTUS, INCLUDING THE DOCUMENTS WE INCORPORATE BY REFERENCE THEREIN, ARE ACCURATE ONLY AS OF THEIR RESPECTIVE DATE, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS, ANY FREE WRITING PROSPECTUS OR ANY SALES OF SHARES OF OUR COMMON STOCK. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
 
S-ii

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights some of the information in this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that you may want to consider in making an investment decision. References to our portfolio and investments include investments we make through our consolidated subsidiaries. Some of the statements in this prospectus supplement and accompanying prospectus constitute forward-looking statements which apply to us and our consolidated subsidiaries, and relate to future events, future performance or future financial condition. The forward-looking statements involve risks and uncertainties on a consolidated basis and actual results could differ materially from those projected in the forward-looking statements for many reasons, including those factors discussed in the section titled “Risk Factors” in our most recent Annual Report on Form
10-K
and elsewhere in this prospectus supplement and the accompanying prospectus. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus supplement and accompanying prospectus.
In this prospectus supplement and the accompanying prospectus, except where the context suggests otherwise, the terms “Company,” “we,” “our” or “us” refer to PennantPark Floating Rate Capital Ltd. and its wholly-owned consolidated subsidiaries; “Funding I” refers to PennantPark Floating Rate Funding I, 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; “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; “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; “Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended from time to time, with Truist Bank and other 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. References to our portfolio, our investments, the Credit Facility and our business include investments we make through our subsidiaries.
General Business of PennantPark Floating Rate Capital Ltd.
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, 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
 
S-1

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, which means our net assets plus any borrowings for investment purposes, 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 have elected to be treated, and intend to qualify annually, as a RIC under the Code.
We have entered into an investment advisory management agreement, or the Investment Management Agreement, with the Investment Adviser, an external adviser that manages our
day-to-day
operation. 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, or the Administration Agreement. 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.
Funding I, our wholly owned subsidiary and a special purpose entity, was organized in Delaware as a limited liability company in May 2011. On August 12, 2021, Funding I, as borrower, entered into the Credit Facility, which provides the ability for Funding I to borrow up to $366 million. The Credit Facility is secured by all of the assets of Funding I.
In May 2017, we and a subsidiary of Kemper Corporation (NYSE: KMPR), Trinity Universal Insurance Company, 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.
 
S-2

Our Investment Adviser and Administrator
We utilize the investing experience and contacts of PennantPark Investment Advisers in developing what we believe is an attractive and diversified portfolio. The senior investment professionals of the Investment Adviser have worked together for many years and average over 25 years of experience in the senior lending, mezzanine lending, leveraged finance, distressed debt and private equity businesses. In addition, our senior investment professionals have been involved in originating, structuring, negotiating, managing and monitoring investments in each of these businesses across changing economic and market cycles. We believe this experience and history have resulted in a strong reputation with financial sponsors, management teams, investment bankers, attorneys and accountants, which provides us with access to substantial investment opportunities across the capital markets. Our Investment Adviser has a rigorous investment approach, which is based upon intensive financial analysis with a focus on capital preservation, diversification and active management. Since our Investment Adviser’s inception in 2007, it has invested through its managed funds $17.1 billion in 628 companies with more than 200 different financial sponsors through its managed funds, which includes investments by the Company totaling $5.0 billion in 451 companies as of September 30, 2022.
Our Administrator has experienced professionals with substantial backgrounds in finance and administration of registered investment companies. In addition to furnishing us with clerical, bookkeeping and record keeping services, the Administrator also oversees our financial records as well as the preparation of our reports to stockholders and reports filed with the Securities and Exchange Commission, or the SEC. The Administrator assists in the determination and publication of our net asset value, or NAV, oversees the preparation and filing of our tax returns, and monitors the payment of our expenses as well as the performance of administrative and professional services rendered to us by others. Furthermore, our Administrator offers, on our behalf, significant managerial assistance to those portfolio companies to which we are required to offer such assistance. See “
Risk Factors—Risks Relating to our Business and Structure—There are significant potential conflicts of interest which could impact our investment returns
” in our most recent Annual Report on Form
10-K
for more information.
Our Corporate Information
Our administrative and principal executive offices are located at 1691 Michigan Avenue, Miami Beach, FL 33139. Our common stock is quoted on the NYSE and the TASE under the symbol “PFLT.” Our phone number is (786)
297-9500,
and our Internet website address is
www.pennantpark.com
. Except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, the information on our website is not part of this prospectus supplement or the accompanying prospectus. We file periodic reports, proxy statements and other information with the SEC and make such reports available on our website free of charge as soon as reasonably practicable. In addition, the SEC maintains an Internet site at
www.sec.gov
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Recent Developments
On January 23, 2023, we announced certain preliminary estimates of our financial results for the quarter ended December 31, 2022.
 
   
GAAP net asset value per share is estimated to be between $11.25 and $11.33 per share as of December 31, 2022. This compares to GAAP net asset value per share of $11.62 as of September 30, 2022.
 
   
Adjusted net asset value per share is estimated to be between $11.17 and $11.25 per share as of December 31, 2022. This compares to adjusted net asset value per share of $11.59 as of September 30, 2022. Adjusted net asset value per share is a
non-GAAP
financial measure. We believe that this
 
S-3

 
number provides useful information to investors and management because it reflects our financial performance, excluding the impact of the $3.9 million, or $0.09 per share, and $1.5 million, or $0.03 per share, unrealized loss on the Credit Facility and the 2023 Notes, as of December 31, 2022 and September 30, 2022, respectively. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.
 
   
Net investment income is estimated to be between $0.29 and $0.31 per share for the quarter ended December 31, 2022. This compares to net investment income of $0.29 per share for the quarter ended September 30, 2022.
 
   
Three loans were on
non-accrual
status as of December 31, 2022.
 
   
As of December 31, 2022, at cost, we had approximately $199.7 million of borrowings outstanding under our Credit Facility, approximately $76.2 million in aggregate principal amount of 2023 Notes outstanding, $185.0 million in aggregate principal amount of 2026 Notes outstanding and $228.0 million in aggregate principal amount of 2031 Asset-Backed Debt.
 
   
As of December 31, 2022, we had approximately $52.9 million in cash and cash equivalents.
These estimates are subject to the completion of our financial closing procedures and are not a comprehensive statement of our financial position, results of operations or cash flows for the quarter ended December 31, 2022. Final results may differ materially from these estimates as a result of the completion of our financial closing procedures, as well as any subsequent events, including the discovery of information affecting fair values of our portfolio investments as of December 31, 2022, arising between the date hereof and the completion of our financial statements and the filing of our Form
10-Q
for the quarter then ended.
The preliminary financial estimates provided herein have been prepared by, and are the responsibility of our management. RSM US LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, RSM US LLP does not express an opinion or any other form of assurance with respect thereto.
 
S-4

THE OFFERING
This section outlines the specific legal and financial terms of this offering. You should read this section together with the more general description of our common stock in the accompanying prospectus under the heading “Description of Our Capital Stock” before investing in our common stock.
 
Common stock offered by the Company
4,250,000 shares (or 4,887,500 shares if the underwriters exercise their option to purchase additional shares in full)
 
Common stock outstanding prior to this offering
45,431,815 shares
 
Common stock outstanding following this offering
49,681,815 shares
 
 
The number of shares outstanding after the offering assumes the underwriters’ option to purchase additional shares is not exercised. If the option to purchase additional shares is exercised in full, we will issue an additional 637,500 shares and will have 50,319,315 shares outstanding after the offering.
 
NYSE symbol
“PFLT”
 
 
Common stock issued in this offering will be dual listed on the NYSE and the TASE under the symbol “PFLT”.
 
Use of Proceeds
We estimate that the net proceeds we receive from this offering will be approximately $47.3 million (or approximately $54.5 million if the underwriters fully exercise their option to purchase additional shares), in each case based on proceeds to us of approximately $11.20 per share, representing a public offering price of $11.10 per share, including the additional supplemental payment of approximately $0.0998 per share that the Investment Adviser has agreed to pay the underwriters which reflects the difference between the public offering price and the proceeds per share received by us in this offering, and also including estimated offering expenses of $250,000 payable by us, but excluding the underwriting commissions of $424,150 (or $487,773 if the underwriters fully exercise their option to purchase additional shares). The Investment Adviser has agreed to pay all of the underwriting discounts and commissions in connection with this offering.
 
 
We expect to use the net proceeds from this offering to reduce outstanding obligations under our existing indebtedness, to invest in new or existing portfolio companies, to capitalize a subsidiary or joint venture or for other general corporate or strategic purposes.
 
 
See “Use of Proceeds” for more information.
 
Investment Adviser payment of Sales Load and Additional Supplemental Payment
Our Investment Adviser has agreed to pay all of the sales load (underwriting discounts and commissions) in the amount of
 
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approximately $1.4 million, or $0.3330 per share (or approximately $1.6 million, or $0.3330 per share if the underwriters’ option to purchase additional shares is fully exercised), in connection with the shares of common stock offered by us in this offering. We are not obligated to repay the sales load paid by our Investment Adviser. Our Investment Adviser has also agreed to pay the underwriters an additional supplemental payment of $424,150, or $0.0998 per share (or $487,773, or $0.0998 per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering. We are not obligated to repay the additional supplemental payment made by our Investment Adviser.
 
Trading at a Discount
Shares of
closed-end
investment companies, including BDCs, frequently trade at a discount to their NAV. The risk that our shares may trade at a discount to our NAV is separate and distinct from the risk that our NAV per share may decline. We cannot predict whether our shares will trade above, at or below NAV.
 
Distributions on Common Stock
The timing and amount of our monthly distributions to stockholders, if any, are determined by our board of directors. While we intend to make distributions on a monthly basis to our stockholders out of assets legally available for distribution, 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 our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
 
Taxation
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 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 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.
 
Lock Up Arrangements
We have agreed, with exceptions, not to sell or transfer any shares for 60 days after the date of this prospectus supplement without first obtaining the written consent of Morgan Stanley & Co. LLC. In addition, our executive officers and directors, PennantPark Investment Advisers, and the Administrator have agreed to certain restrictions on sales of our common stock for a period of 60 days from the date of this prospectus supplement. See “Underwriting – No Sales of Similar Securities.”
 
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Risk Factors
Investing in our common stock involves risks. See “Risk Factors” in this prospectus supplement and the accompanying prospectus, our most recent Annual Report on Form
10-K,
which is incorporated by reference to this prospectus supplement, and in any free writing prospectuses we have authorized for use in connection with this offering, and under similar headings in the documents that are filed with the SEC on or after the date hereof and are incorporated by reference into this prospectus supplement and the accompanying prospectus.
 
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FEES AND EXPENSES

The following table will assist you in understanding the various costs and expenses that an investor in shares of our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary from actual results. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus supplement contains a reference to fees or expenses paid by “you” or “us” or that “we” will pay, stockholders will indirectly bear such fees or expenses as investors in us.
 
Stockholder transaction expenses
        
Sales load (as a percentage of offering price)
    
 
 
%
(1)
 
Offering expenses (as a percentage of offering price)
    
0.53
%
(2)
 
    
 
 
 
Total stockholder expenses (as a percentage of offering price)
    
0.53
%
Estimated annual expenses (as a percentage of average net assets attributable
to common shares
)
(3)
  
Management fees
  
 
2.33
%
(4)
 
Incentive fees
  
 
2.27
%
(5)
 
Interest on borrowed funds
  
 
5.81
%
(6)
 
Acquired fund fees and expenses
  
 
7.30
%
(7)
 
Other expenses
  
 
0.70
%
(8)
 
  
 
 
 
Total estimated annual expenses
  
 
18.41
%
(9)
 
 
(1)
Our Investment Adviser has agreed to pay all of the underwriting discounts and commissions (sales load), which is not reflected in the above table. We are not obligated to repay the sales load paid by our Investment Adviser.
(2)
The percentage reflects estimated offering expenses payable by us of approximately $250,000 and is based on the offering of 4,250,000 shares in this offering at the offering price of $11.10 per share.
(3)
Net assets attributable to common shares equal average net assets of September 30, 2022, plus net proceeds anticipated from this offering but excluding the underwriters’ option to purchase additional shares. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus.
(4)
The contractual management fee is calculated at an annual rate of 1.00% of our average adjusted gross assets on September 30, 2022.
(5)
The portion of incentive fees paid with respect to net investment income and capital gains, if any, is based on actual amounts incurred during the fiscal year ended September 30, 2022. Such incentive fees are based on performance, vary from period to period and are not paid unless our performance exceeds specified thresholds. Incentive fees in respect of net investment income do not include incentive fees in respect of net capital gains. The portion of our incentive fee paid in respect of net capital gains 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 20.0% 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 fees. For purposes of this chart and our Consolidated Financial Statements, our incentive fees on capital gains are calculated in accordance with the U.S. generally accepted accounting principles. As we cannot predict our future net investment income or capital gains, the incentive fee paid in future periods, if any, may be substantially different than the fee earned during the fiscal year ended September 30, 2022. For more detailed information about the incentive fee, please see “Item 1. Business-Investment Management Agreement” and “Item 1. Business-Investment Advisory Fees” in our most recent Annual Report on Form 10-K.
(6)
As of September 30, 2022, we had $168.8 million in borrowings outstanding under our Credit Facility, $97.0 million outstanding under our 2023 Notes, $185.0 million outstanding under our 2026 Notes and
 
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8

 
$228.0 million outstanding under the 2031 Asset-Backed Debt. We may use proceeds of this offering to repay outstanding obligations under our existing financing arrangements or other indebtedness. After completing this offering, we may continue to borrow under our existing financing arrangements to finance our investment objectives. We have estimated the annual interest expense on borrowed funds and we caution you that our actual interest expense in the future will depend on prevailing interest rates and our rate of borrowing, which may be substantially higher than the amount provided in this table.
(7)
Our stockholders indirectly bear 87.5% of the expenses of our investment in PSSL. No management fee is charged by PennantPark Investment Advisers in connection with PSSL. PSSL pays the Administrator an annual fee of 0.25% of average gross assets under management. For this chart, PSSL fees and operating expenses are based on our share of the actual fees and operating expenses of PSSL for the fiscal year ended September 30, 2022. Expenses for PSSL may fluctuate over time and may be substantially higher or lower in the future.
Our stockholders indirectly bear 23.08% of the expenses of our investment in PTSF. A management fee equal to 0.30% per annum of the gross assets of PTSF and its subsidiaries is charged by PennantPark Investment Advisers in connection with PTSF (which is waived by PennantPark Investment Advisers). When applicable, fees and operating expenses estimates would be based on historic fees and operating expenses for acquired funds. For PTSF, which has a limited operating history, fees and operating expenses are estimates based on expected fees and operating expenses of PTSF for the applicable fiscal quarter, annualized for a full year. Expenses for PTSF may fluctuate over time and may be substantially higher or lower in the future.
(8)
“Other expenses” includes our general and administrative expenses, professional fees, directors’ fees, insurance costs, taxes and the expenses of the Investment Adviser reimbursable under our Investment Management Agreement and of the Administrator reimbursable under our Administration Agreement. Such expenses are estimated for the current fiscal year based on actual other expenses for the fiscal year ended September 30, 2022.
(9)
“Total estimated annual expenses” as a percentage of average net assets attributable to common shares, to the extent we borrow money to make investments, are higher than the total estimated annual expenses percentage would be for a company that is not leveraged. We may borrow money to leverage our net assets and increase our total assets. The SEC requires that the “total estimated annual expenses” percentage be calculated as a percentage of average net assets (defined as total assets less indebtedness) rather than total assets, which include assets that have been funded with borrowed money. If the “Total estimated annual expenses” percentage were calculated instead as a percentage of total assets, our “Total estimated annual expenses” would be 7.44% of average total assets.
Example
The following example illustrates the projected dollar amount of total cumulative expenses that you would pay on a $1,000 hypothetical investment in common shares, assuming (1) no sales load (underwriting discounts and commissions) (see note 1 above) and offering expenses totaling 0.53%, (2) total net estimated annual expenses of 16.14% of average net assets attributable to common shares as set forth in the table above (other than performance-based incentive fees) and (3) a 5.0% annual return.
 
You would pay the following expenses on a $1,000 common stock
investment
  
1
Year
    
3
Years
    
5
Years
    
10
Years
 
Assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)
   $ 157      $ 411      $ 612      $ 948  
Assuming a 5% annual return (assumes return only from realized capital gains and thus subject to the capital gains incentive fee)
   $ 165      $ 430      $ 634      $ 963  
This example and the expenses in the table above should not be considered a representation of our future expenses. Actual expenses may be greater or less than those assumed. The table above is provided to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or
 
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indirectly. While the example assumes, as required by the SEC, a 5.0% annual return, our performance will vary and may result in a return greater or less than 5.0%. If we were to earn an annual return equal to or less than 5.0% from net investment income, the incentive fee under our Investment Management Agreement would not be earned or payable. If our returns on our investments, including the realized capital gains, result in an incentive fee, then our expenses would be higher. The example assumes that all distributions are reinvested at NAV. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities-Distributions” in our most recent Annual Report on Form
10-K
for more information.
 
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10

RISK FACTORS
Investing in our shares of our common stock may be speculative and involves a high degree of risk. You should carefully consider the risk factors incorporated by reference from our most recent Annual Report on Form
10-K
as well as other information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus, any free writing prospectus we have authorized for use in connection with this offering and under similar headings in the documents that we file with the SEC on or after the date of this prospectus supplement and are incorporated by reference into this prospectus supplement and the accompanying prospectus.
The risks described in these documents are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. In such case, our NAV and the trading price of our common stock could decline, and you may lose all or part of your investment.
 
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1

FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents we incorporate by reference herein, and the accompanying prospectus and any free writing prospectus, including the documents we incorporate by reference therein, contain 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 prospectus supplement, including the documents we incorporate by reference herein, and the accompanying prospectus and any free writing prospectus, including the documents we incorporate by reference therein, involve risks and uncertainties, including statements as to:
 
   
our future operating results;
 
   
our business prospects and the prospects of our prospective portfolio companies, including as a result of the current pandemic caused by
COVID-19
or any future worsening thereof;
 
   
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the current
COVID-19
pandemic or any future worsening thereof;
 
   
the dependence of our future success on the general economy and its impact on the industries in which we invest;
 
   
the impact of a protracted decline in the liquidity of credit markets on our business;
 
   
the impact of investments that we expect to make;
 
   
the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;
 
   
our contractual arrangements and relationships with third parties;
 
   
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
 
   
the ability of our prospective portfolio companies to achieve their objectives;
 
   
our expected financings and investments and ability to fund capital commitments to PSSL;
 
   
the adequacy of our cash resources and working capital;
 
   
the timing of cash flows, if any, from the operations of our prospective portfolio companies;
 
   
the impact of price and volume fluctuations in the stock market;
 
   
increasing levels of inflation, and its impact on us and our portfolio companies;
 
   
the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
 
   
the impact of future legislation and regulation on our business and our portfolio companies; and
 
   
the impact of the ongoing invasion of Ukraine by Russia, United Kingdom’s withdrawal from the European Union (commonly known as “Brexit”) and other world economic and political issues.
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” in our most recent Annual Report on Form
10-K,
in the documents incorporated by reference herein, and elsewhere in this prospectus supplement and the accompany prospectus.
 
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2

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 prospectus supplement, including the documents we incorporate by reference herein, and the accompanying prospectus and any free writing prospectus, including the documents we incorporate by reference therein, 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 prospectus supplement on information available to us on the date of this prospectus supplement, 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 prospectus supplement, 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 SEC including Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q
and Current Reports on Form
8-K.
You should understand that, under Sections 27A(b)(2)(B) of the Securities Exchange Act of 1933, as amended, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended, or 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 connection with any offering of securities pursuant to this prospectus supplement or in periodic reports we file under the Exchange Act.
 
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3

USE OF PROCEEDS
We estimate that net proceeds we will receive from the sale of 4,250,000 shares of our common stock in this offering will be approximately $47.3 million (or approximately $54.5 million if the underwriters fully exercise their option to purchase additional shares), in each case based on proceeds to us of approximately $11.20 per shares, representing a public offering price of $11.10 per share, including the additional supplemental payment of approximately $0.10 per share that the Investment Adviser has agreed to pay to the underwriters which reflects the difference between the public offering price and the proceeds per share received by us in this offering, and also including estimated offering expenses of approximately $250,000 payable by us, but excluding the underwriting discounts and commissions of approximately $1.4 million (or approximately $1.6 million if the underwriters fully exercise their option to purchase additional shares). Our Investment Adviser has agreed to pay all of the sales load (underwriting discounts and commissions) in connection with this offering. We are not obligated to repay the additional supplemental payment or sales load paid by our Investment Adviser.
We expect to use the net proceeds from selling securities pursuant to this prospectus supplement to reduce outstanding obligations under our existing indebtedness, to invest in new or existing portfolio companies, to capitalize a subsidiary or joint venture or for other general corporate or strategic purposes. Affiliates of certain of the underwriters serve as lenders under our Credit Facility and thereby may receive proceeds from this offering that are used to reduce our outstanding obligations under our Credit Facility.
As of September 30, 2022, Funding I had approximately $168.8 million in outstanding borrowings under the Credit Facility. Borrowings under the Credit Facility bear interest at an annual rate at a spread above the Secured Overnight Financing Rate (or an alternative risk-free floating interest rate index) of 225 basis points. The Credit Facility has a maturity date of August 2026 and a revolving period that ends in August 2024. At September 30, 2022, the weighted average interest rate of the Credit Facility was 4.7%, exclusive of the fee on undrawn commitments. The Credit Facility is secured by all of the assets of Funding I and we own 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage.
We may invest the net proceeds from selling securities pursuant to this prospectus supplement in new or existing portfolio companies, and such investments may take up to a year from the closing of this offering, in part because privately negotiated investments in illiquid securities or private middle-market companies require substantial due diligence and structuring. During this period, we may use the net proceeds from this offering to reduce then-outstanding indebtedness or to invest such proceeds in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. We expect to earn yields on such investments, if any, that are lower than the interest income that we anticipate receiving in respect of investments in
non-temporary
investments. As a result, any distributions we make during this investment period may be lower than the distributions that we would expect to pay when such proceeds are fully invested in
non-temporary
investments. See “Business—Regulation—Temporary Investments” in our most recently filed Annual Report on Form
10-
K for more information.
 
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4

PRICE RANGE OF COMMON STOCK
Our common stock is traded on the NYSE under the symbol “PFLT.” Prior to April 14, 2022, our common stock was traded on The Nasdaq Global Select Market under the same symbol. The following table lists the high and low closing sale prices for our common stock, the closing sale prices as a premium or (discount) to our NAV and quarterly distributions per share since October 1, 2020. On January 23, 2023, the last reported closing price of our common stock was $11.81 per share.
 
         
Closing Sales Price
   
Premium (Discount)
of High Sales
   
Premium (Discount)
of Low Sales
   
Distributions
Declared
 
Period
 
NAV
(1)
   
High
   
Low
   
Price to NAV
(2)
   
Price to NAV
(2)
 
Year Ending September 30, 2023
                                               
Second quarter (as of January 2
3
, 2023)
  $ N/A     $ 12.20     $ 11.08       N/A     N/A   $ 0.095
(3)
 
First quarter
    N/A       11.56       9.77       N/A       N/A       0.285  
Year Ended September 30, 2022
                                               
Fourth quarter
    11.62       13.19       9.60       14       (17     0.285  
Third quarter
    12.21       14.20       10.45       16       (14     0.285  
Second quarter
    12.62       13.56       12.23       7       (3     0.285  
First quarter
    12.70       13.80       12.23       9       (4     0.285  
Year Ended September 30, 2021
                                               
Fourth quarter
    12.62       13.41       12.51       6       (1     0.285  
Third quarter
    12.81       13.19       11.94       3       (7     0.285  
Second quarter
    12.71       12.63       10.46       (1     (18     0.285  
First quarter
    12.70       10.96       7.80       (14     (39     0.285  
 
(1)
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2)
Calculated as of the respective high or low closing sales price less NAV per share, divided by
the quarter-end NAV
per share.
(3)
Includes a distribution of $0.095 per share payable on February 1, 2023 to stockholders of record as of January 19, 2023. Investors in this offering will not be entitled to this distribution.
Shares of BDCs may trade at a market price both above and below the NAV that is attributable to those shares. Our shares have traded above and below our NAV. Our shares closed on the NYSE at $9.60 and $11.48 on September 30, 2022 and June 30, 2022, respectively. Our NAV per share was $11.62 and $12.21 as of the same dates. The possibility that our shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether our shares will trade at, above or below our NAV in the future. As of September 30, 2022, we had 37 stockholders of record.
 
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CAPITALIZATION
The following table sets forth:
 
 
 
our actual capitalization as of September 30, 2022; and
 
 
 
our pro forma capitalization to give effect to the sale of shares of our common stock in this offering (assuming no exercise of the underwriters’ option to purchase additional shares) based on proceeds to us of approximately $11.20 per share, representing the public offering price of $11.10 per share, including the additional supplemental payment of approximately $0.10 per share that the Investment Adviser has agreed to pay to the underwriters which reflects the difference between the public offering price and the proceeds per share received by us in this offering, and also including estimated offering expenses of approximately $250,000 payable by us, but excluding the underwriting discounts and commissions of approximately $1.4 million.
This table should be read in conjunction with the “Use of Proceeds” section of this prospectus supplement, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and the financial statements and notes thereto in our most recently filed Annual Report on Form
10-K.
 
   
As of September 30, 2022

(dollars in thousands, except data per share)
 
   
Actual
   
(unaudited)

Pro Forma
(1)
 
Assets:
               
Investments at fair value
  $ 1,164,254     $
1,164,254

 
Cash and cash equivalents
    47,880      
95,229

 
Other assets
    11,732      
11,732
 
Total assets
  $ 1,223,866     $
1,271,215
 
Liabilities:
               
Credit Facility
  $ 167,563     $ 167,563  
2023 Notes payable
    96,812      
96,812
 
2026 Notes payable
    182,276      
182,276
 
2031 Asset-Backed Debt
    226,128      
226,128
 
Other liabilities
    23,995      
23,995
 
Total liabilities
  $  696,774     $
696,774
 
Net assets:
               
Common stock, par value $0.001 per share, 45,345,638 shares issued and outstanding as of September 30, 2022, 49,
595,638
shares issued and outstanding pro forma
    45        
50
 
Paid-in
capital in excess of par value
    618,028      
665,372
 
Accumulated deficit
    (90,981    
(90,981
)
Total net assets
  $  527,092     $
574,441
 
Net asset value per share
  $ 11.62     $ 11.58  
 
(1)
Excludes up to 637,500 shares of our common stock issuable by us upon exercise of the underwriters’ option to purchase additional shares (assuming the net proceeds from this offering are invested in cash and cash equivalents).
 
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UNDERWRITING
We intend to offer the shares through the underwriters named in the table below. Morgan Stanley & Co. LLC, UBS Securities LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Keefe, Bruyette & Woods, Inc. are acting as joint bookrunners and representatives of the several underwriters. Subject to the terms and conditions described in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase from us, the number of shares set forth opposite the underwriter’s name.
 
Underwriter Names
  
Number of
Shares
 
Morgan Stanley & Co. LLC
  
 
2,040,000
 
UBS Securities LLC
  
 
637,500
 
Goldman Sachs & Co. LLC
  
 
425,000
 
J.P. Morgan Securities LLC
  
 
425,000
 
Keefe, Bruyette & Woods, Inc.
  
 
425,000
 
JMP Securities LLC
  
 
85,000
 
Oppenheimer & Co. Inc.
  
 
85,000
 
Maxim Group LLC
  
 
85,000
 
Ladenburg Thalmann & Co. Inc.
  
 
42,500
 
  
 
 
 
Total
  
 
4,250,000
 
  
 
 
 
The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to certain conditions precedent, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and our independent registered public accounting firm. The underwriters are committed to purchase all shares included in this offering, other than those shares covered by the option to purchase additional shares described below, if they purchase any of the shares. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act and breaches of representations and warranties set forth in the underwriting agreement, or to contribute to payments the underwriters may be required to make in respect of those liabilities.
Commissions and Discounts
The underwriters have advised us that they propose initially to offer the shares to the public at the public offering price on the cover page of this prospectus supplement and to certain other Financial Industry Regulatory Authority (FINRA) members at that price less a concession not in excess of $0.23 per share. After the public offering, the public offering price, concession and discount may be changed. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.
The following table shows the per share and total underwriting discounts and commissions we will pay to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 637,500 shares.
 
 
 
Per Share
 
 
Without Option
 
 
With Option
 
Public offering price
 
$
11.1000
 
 
$
47,175,000
 
 
$
54,251,250
 
Underwriting discounts and commissions (sales load) 
(1)
 
$
—  
 
 
$
—  
 
 
$
—  
 
Additional supplemental payment to the underwriters by the Investment Adviser
 (2)
 
$
0.0998
 
 
$
424,150
 
 
$
487,773
 
Proceeds to PennantPark Floating Rate Capital Ltd. (before offering expenses of $250,000)
 
$
11.1998
 
 
$
47,599,150
 
 
$
54,739,023
 
 
S-17

(1)
Our Investment Adviser has agreed to pay all of the underwriting commissions to the underwriters of approximately $1.4 million, or $0.3330 per share (or approximately $1.6 million, or $0.3330 per share if the option to purchase additional shares is fully exercised) in connection with this offering, which amount is not reflected in the above table. All other expenses of the offering will be borne by us. We are not obligated to repay the sales load paid by our Investment Adviser.
(2)
Our Investment Adviser has agreed to pay the underwriters an additional supplemental payment of $424,150, or $0.0998 per share (or $487,773, or $0.0998 per share if the option to purchase additional shares is fully exercised), which reflects the difference between the offering price and the proceeds per share received by us in this offering. We are not obligated to repay the additional supplemental payment paid by our Investment Adviser.
Option to Purchase Additional Shares
We have granted an option to the underwriters to purchase up to 637,500 additional shares at the public offering price less the underwriting discount. The underwriters may exercise this option for 30 days from the date of this prospectus supplement. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase the additional shares approximately proportionate to that underwriter’s initial purchase commitment.
No Sales of Similar Securities
We have agreed, with exceptions, not to sell or transfer any shares for 60 days after the date of this prospectus supplement without first obtaining the written consent of Morgan Stanley & Co. LLC.
Our executive officers and directors, PennantPark Investment Advisers, and the Administrator have agreed, with exceptions, not to sell or transfer any common stock for 60 days after the date of this prospectus supplement without first obtaining the written consent of Morgan Stanley & Co. LLC. Specifically, we and these other individuals and entities have agreed not to directly or indirectly:
 
 
 
offer, pledge, sell or contract to sell any common stock;
 
 
 
sell any option or contract to purchase any common stock;
 
 
 
purchase any option or contract to sell any common stock;
 
 
 
grant any option, right or warrant for the sale of any common stock;
 
 
 
lend or otherwise dispose of or transfer any common stock;
 
 
 
request or demand that we file a registration statement related to the common stock; or
 
 
 
enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of common stock or other securities, in cash or otherwise.
This lockup provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.
New York Stock Exchange and Tel Aviv Stock Exchange
Our common stock is listed on the NYSE and the TASE under the symbol “PFLT.”
Short Positions
In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short
 
S-1
8

sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of the option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering.
Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the NYSE, in the
over-the-counter
market or otherwise.
Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Passive Market Making
In connection with this offering, underwriters may engage in passive market making transactions in the common stock on the NYSE in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters are not required to engage in passive market making and may end passive market making activities at any time.
Electronic Offer, Sale and Distribution of Shares
The underwriters may make prospectuses available in electronic (PDF) format. A prospectus in electronic (PDF) format may be made available on a web site maintained by the underwriters, and the underwriters may distribute such prospectuses electronically. The underwriters may allocate a limited number of shares for sale to their online brokerage customers.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making and brokerage and other financing and
non-financial
activities and services. The underwriters and their respective affiliates have provided in the past to the Company and may provide from time to time in the future in the ordinary course of their business certain commercial banking, financial advisory, investment banking and other services to us for which they have received or will be entitled to receive separate fees and expenses. In particular, the underwriters or their affiliates may execute transactions with or on behalf of the Company. In addition, the underwriters or their affiliates may act as arrangers, underwriters or placement agents for companies whose securities are sold to us.
 
S-1
9

The underwriters or their affiliates may also trade in our securities, securities of our portfolio companies or other financial instruments related thereto for their own accounts or for the account of others and may extend loans or financing directly or through derivative transactions to us or any of the portfolio companies.
We may purchase securities of third parties from the underwriters or their affiliates after the offering. However, we have not entered into any agreement or arrangement regarding the acquisition of any such securities, and we may not purchase any such securities. We would only purchase any such securities if, among other things, we identified securities that satisfied our investment needs and completed our due diligence review of such securities.
After the date of this prospectus supplement, the underwriters and their affiliates may from time to time obtain information regarding specific portfolio companies or us that may not be available to the general public.
Any such information is obtained by the underwriters and their affiliates in the ordinary course of their business and not in connection with the offering of the common stock. In addition, after the offering period for the sale of our common stock, the underwriters or their affiliates may develop analyses or opinions related to PennantPark Floating Rate Capital Ltd. or our portfolio companies and buy or sell interests in one or more of our portfolio companies on behalf of their proprietary or client accounts and may engage in competitive activities. There is no obligation on behalf of these parties to disclose their respective analyses, opinions or purchase and sale activities regarding any portfolio company or regarding PennantPark Floating Rate Capital Ltd. to our stockholders.
In the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Affiliates of certain of the underwriters serve as agents and/or lenders under our Credit Facility and may serve as lenders under any future credit facilities. Certain of the underwriters and their affiliates were underwriters in connection with our initial public offering and our subsequent common stock offerings and debt offerings for which they received customary fees.
Proceeds of this offering may be used to repay indebtedness under the Credit Facility. Accordingly, affiliates of certain of the underwriters may receive more than 5% of the proceeds of the offering to the extent such proceeds are used to repay amounts outstanding under our Credit Facility.
The principal business addresses of the underwriters are: Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036; UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019; Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10179; and Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, New York, NY 10019.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission (ASIC) in relation to this offering. This prospectus supplement does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.
Any offer in Australia of our common stock may only be made to persons, or Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional
 
S-20

investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer our common stock without disclosure to investors under Chapter 6D of the Corporations Act.
The common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian
on-sale
restrictions.
This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Notice to Prospective Investors in the Dubai International Financial Centre
This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The common stock to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common stock offered should conduct their own due diligence on the common stock. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.
Notice to Prospective Investors in Hong Kong
Shares of our common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation, or document relating to shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
 
S-21

LEGAL MATTERS
Certain legal matters regarding the securities offered by this prospectus supplement will be passed upon for PennantPark Floating Rate Capital Ltd. by Dechert LLP and Venable LLP. Certain legal matters in connection with the offering will be passed upon for the underwriters by Kirkland & Ellis LLP.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements and the related consolidated senior securities table of PennantPark Floating Rate Capital Ltd. and subsidiaries as of September 30, 2022 and 2021 and for each of the years in the three-year period ended September 30, 2022 incorporated in this prospectus supplement by reference from our Annual Report on Form
10-K
for the year ended September 30, 2022 have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, incorporated herein by reference, and have been incorporated in this prospectus supplement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
INDEPENDENT AUDITOR
The consolidated financial statements of PSSL as of and for the fiscal years ended September 30, 2022 and September 30, 2021 included as Exhibits 99.3 and 99.4, respectively, in our Annual Report on Form
10-K
for the fiscal year ended September 30, 2022 have been so included in reliance on the report of RSM US LLP.
INCORPORATION BY REFERENCE
This prospectus supplement is part of a registration statement that we have filed with the SEC. We are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus supplement, and later information that we file with the SEC will automatically update and, where applicable, supersede this information.
We incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the securities offered by this prospectus supplement have been sold or we otherwise terminate the offering of these securities; provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form
8-K
or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement.
This prospectus supplement incorporates by reference the documents set forth below that have previously been filed with the SEC:
 
   
Our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, filed with the SEC on November 17, 2022, including the information specifically incorporated by reference to the Form
10-K
from our Definitive Proxy Statement on Schedule 14A filed with the SEC on December 8, 2022; and
 
   
The description of our common stock contained in Exhibit 4.4 of our Annual Report on Form
10-K
for the fiscal year ended September 30, 2019 (File
No. 814-00891),
as filed with the SEC on November 20, 2019.
To obtain copies of these filings, see “Available Information.”
 
S-22

AVAILABLE INFORMATION
We file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. This information is available free of charge by calling us collect at (786)
297-9500
or on our website at
www.pennantpark.com
. Except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, the information on our website is not part of this prospectus supplement or the accompanying prospectus. The SEC maintains an Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available free of charge on the SEC’s Internet website at
www.sec.gov
.
 
S-23

PROSPECTUS
$500,000,000
 

Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
PennantPark Floating Rate Capital Ltd. is a
closed-end,
externally managed,
non-diversified
investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended.
Our investment objectives are to generate both current income and capital appreciation while seeking to preserve capital by investing primarily in loans bearing a variable-rate of interest, or Floating Rate Loans, and other investments made to U.S. middle-market companies. Floating Rate Loans or variable-rate investments pay interest at variable-rates, which are determined periodically, on the basis of a floating base lending rate such as the London Interbank Offered Rate, or LIBOR, or the Secured Overnight Financing Rate, or SOFR, with or without a floor, plus a fixed spread. We can offer no assurances that we will achieve our investment objectives.
We are managed by PennantPark Investment Advisers, LLC. PennantPark Investment Administration, LLC provides the administrative services necessary for us to operate.
We may offer, from time to time, in one or more offerings or series, together or separately, up to $500,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities.” We may sell our securities through underwriters or dealers,
“at-the-market”
to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock exclusive of any underwriting commissions or discounts will not be less than the net asset value, or NAV, per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders and approval of our board of directors, or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. See “” on page 10 and “” on page 12 of this prospectus for more information.
Our common stock is traded on The New York Stock Exchange and the Tel Aviv Stock Exchange, or TASE, under the symbol “PFLT.” Prior to April 14, 2022, our common stock was traded on The Nasdaq Global Select Market under the same symbol. The last reported closing price for our common stock on September 30, 2022 was $9.60 per share, and our NAV on September 30, 2022 was $11.62 per share.
This prospectus and any accompanying prospectus supplement contain important information you should know before investing in our securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with offerings. The prospectus supplement and any free writing prospectus may also add, update, or change information contained in this prospectus. Please read this prospectus, the applicable prospectus supplement, and any free writing prospectus, and the documents incorporated by reference, before

you invest in our securities and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may also obtain such information free of charge or make stockholder inquiries by contacting us in writing at 1691 Michigan Avenue, Miami, Florida 33139, by calling us collect at (212)
905-1000
or by visiting our website at
www.pennantpark.com
.
The information on our website is not incorporated by reference into this prospectus. The SEC also maintains a website at
www.sec.gov
that contains such information free of charge.
 
 
Investing in our securities involves a high degree of risk, including the risk of the use of leverage. Before buying any of our securities, you should read the discussion of the material risks of investing in us in “” beginning on page 10 of this prospectus.
 
 
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
Prospectus dated January 9, 2023
 

You should rely only on the information contained in this prospectus, any accompanying prospectus supplement, any free writing prospectus and the documents incorporated by reference in this prospectus and any applicable prospectus supplement when considering whether to purchase any securities offered by this prospectus. We have not authorized anyone to provide you with additional information, or information different from that contained in this prospectus and any accompanying prospectus supplements or free writing prospectuses. If anyone provides you with different or additional information, you should not rely on it. We are offering to sell and seeking offers to buy, securities only in jurisdictions where offers are permitted. The information contained in or incorporated by reference in this prospectus and any accompanying prospectus supplement or free writing prospectus is accurate only as of the date of this prospectus or such prospectus supplement or free writing prospectus. We will update these documents to reflect material changes only as required by law. Our business, financial condition, results of operations and prospects may have changed since then.
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i

ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC using the “shelf” registration process. Under the shelf registration process, we may offer from time to time up to $500,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell our securities through underwriters or dealers,
“at-the-market”
to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general description of the securities that we may offer. The information contained in this prospectus is accurate only as of the date on the front of this prospectus and our business, financial condition, results of operations and prospects may have changed since that date. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and any prospectus supplement and any free writing prospectus, together with any exhibits and the additional information described in the sections titled “Incorporation By Reference” and “Available Information,” before you make an investment decision.
 
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PROSPECTUS SUMMARY
This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider in making an investment decision, References to our portfolio, our investments and our business include investments we make through our consolidated subsidiaries. Some of the statements in this prospectus constitute forward-looking statements, which apply to both us and our consolidated subsidiaries, as applicable, and relate to future events, future performance or future financial condition. The forward-looking statements involve risks and uncertainties on a consolidated basis and actual results could differ materially from those projected in the forward-looking statements for many reasons, including those factors discussed in “Risk Factors” and elsewhere in this prospectus. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus. In this prospectus and any accompanying prospectus supplement or free writing prospectus, except where the context suggests otherwise: the terms “we,” “us,” “our” and “Company” refer 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; “PennantPark Investment Advisers” or “Investment Adviser” refers 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; “Code” refers to the Internal Revenue Code of 1986, as amended; “RIC” refers to a regulated investment company under the Code; “1940 Act” refers to the Investment Company Act of 1940, as amended; “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 (ii )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.
General Business of PennantPark Floating Rate Capital Ltd.
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, 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
 
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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, which means our net assets plus any borrowings for investment purposes, 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 have elected to be treated, and intend to qualify annually, as a RIC under the Code.
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 Prior Credit Facility. On August 12, 2021, we terminated the Prior Credit Facility, and Funding I, as borrower, entered into the Credit Facility, which provides the ability for Funding I to borrow up to $366 million (increased from $300 million in September 2022). The Credit Facility is secured by all of the assets of Funding I.
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.
In April 2019, our wholly owned subsidiary, the Securitization Issuer, was incorporated in the Cayman Islands as an exempted company with limited liability. We formed the Securitization Issuer in order to complete the Debt Securitization.
Our Investment Adviser and Administrator
We utilize the investing experience and contacts of PennantPark Investment Advisers in developing what we believe is an attractive and diversified portfolio. The senior investment professionals of the Investment Adviser have worked together for many years and average over 25 years of experience in the senior lending, mezzanine lending, leveraged finance, distressed debt and private equity businesses. In addition, our senior investment professionals have been involved in originating, structuring, negotiating, managing and monitoring investments in each of these businesses across changing economic and market cycles. We believe this experience and history have resulted in a strong reputation with financial sponsors, management teams, investment bankers,
 
3

attorneys and accountants, which provides us with access to substantial investment opportunities across the capital markets. Our Investment Adviser has a rigorous investment approach, which is based upon intensive financial analysis with a focus on capital preservation, diversification and active management. Since our Investment Adviser’s inception in 2007, it has invested through its managed funds $17.1 billion in 628 companies with more than 200 different financial sponsors through its managed funds, which includes investments by the Company totaling $5.0 billion in 451 companies.
Our Administrator has experienced professionals with substantial backgrounds in finance and administration of registered investment companies. In addition to furnishing us with clerical, bookkeeping and record keeping services, the Administrator also oversees our financial records as well as the preparation of our reports to stockholders and reports filed with the SEC. The Administrator assists in the determination and publication of our net asset value, or NAV, oversees the preparation and filing of our tax returns, and monitors the payment of our expenses as well as the performance of administrative and professional services rendered to us by others. Furthermore, our Administrator offers, on our behalf, significant managerial assistance to those portfolio companies to which we are required to offer such assistance. See “Risk Factors—Risks Relating to our Business and Structure—There are significant potential conflicts of interest which could impact our investment returns” in our most recent Annual Report on Form
10-K
for more information.
Market Opportunity
We believe that the limited amount of capital available to middle-market companies, coupled with the desire of these companies for flexible sources of capital, creates an attractive investment environment for us.
 
   
We believe middle-market companies have faced difficulty raising debt in private markets.
From time to time, banks, finance companies, hedge funds and collateralized loan obligation, or CLO, funds have withdrawn, and may again withdraw, capital from the middle-market, resulting in opportunities for alternative funding sources.
 
   
We believe middle-market companies have faced difficulty in raising debt through the capital markets.
Many middle-market companies look to raise funds by issuing high-yield bonds and broadly syndicated loans. We believe this approach to financing becomes difficult at times when institutional investors seek to invest in larger, more liquid offerings. We believe this has made it harder for middle-market companies to raise funds by issuing high-yield securities from time to time.
 
   
We believe that credit market dislocation for middle-market companies improves the risk-reward on our investments.
From time to time, market participants have reduced lending to middle-market and
non-investment
grade borrowers. As a result, we believe there is less competition in our market, more conservative capital structures, higher yields and stronger covenants.
 
   
We believe there is a large pool of uninvested private equity capital likely to seek to combine their capital with sources of debt capital to complete private investments.
We expect that private equity firms will continue to be active investors in middle-market companies. These private equity funds generally seek to leverage their investments by combining their capital with loans provided by other sources, and we believe that we are well-positioned to partner with such equity investors.
 
   
We believe there is substantial supply of opportunities resulting from maturing loans that seek refinancing.
A high volume of financings will come due in the next few years. Additionally, we believe that demand for debt financing from middle-market companies will remain strong because these companies will continue to require credit to refinance existing debt, to support growth initiatives and to finance acquisitions. We believe the combination of strong demand by middle-market companies and, from time to time, the reduced supply of credit described above should increase lending opportunities for us. We believe this supply of opportunities coupled with a lack of demand offers attractive risk-reward to investors.
 
4

Use of Proceeds
We may use the net proceeds from selling securities pursuant to this prospectus to reduce our then-outstanding debt obligations to invest in new or existing portfolio companies, to capitalize a subsidiary or for other general corporate or strategic purposes. Any supplements to this prospectus or free writing prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds” for more information.
Distributions on Common Stock
We intend to continue our monthly distributions to our stockholders. Our monthly distributions, if any, are determined by our board of directors. Distributions may include a return of capital. See “Distributions” for more information.
Dividends on Preferred Stock
We may issue preferred stock from time to time, although we have no immediate intention to do so. Any such preferred stock will be a senior security for purposes of the 1940 Act and, accordingly, subject to the leverage test under the 1940 Act. If we issue shares of preferred stock, holders of such preferred stock will be entitled to receive cash dividends at an annual rate that will be fixed or will vary for the successive dividend periods for each series. In general, the dividend periods for fixed rate preferred stock can range from weekly to quarterly and is subject to extension. The dividend rate could be variable and determined for each dividend period. See “Description of our Preferred Stock” for more information.
Plan of Distribution
We may offer, from time to time, up to $500,000,000 of our securities, on terms to be determined at the time of each such offering and set forth in a supplement to this prospectus.
Securities may be offered at prices and on terms described in one or more supplements to this prospectus. We may sell our securities through underwriters or dealers,
“at-the-market”
to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The supplement to this prospectus relating to the offering will identify any agents or underwriters involved in the sale of our securities, and will set forth any applicable purchase price, fee and commission or discount arrangement or the basis upon which such amount may be calculated. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the compensation to the underwriters or dealers in connection with the sale of our securities pursuant to this prospectus and any accompanying supplements to this prospectus may not exceed 10% of the aggregate offering price of the securities as set forth on the cover page of such supplement to this prospectus.
We may not sell securities pursuant to this prospectus without delivering a prospectus supplement describing the terms of the particular securities to be offered and the method of the offering of such securities. See “Plan of Distribution” for more information.
Risks Associated with Our Business
Our business is subject to numerous risks, as described in the section titled “Risk Factors” in this prospectus, the applicable prospectus supplement and related free writing prospectuses we may authorize for use in connection with a specific offering, if any, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form
10-K
and Quarterly Reports on Form
10-Q,
as well as any amendments reflected in subsequent filings with the SEC.
 
5

Our Corporate Information
Our administrative and principal executive offices are located at 1691 Michigan Avenue, Miami, Florida 33139. Our phone number is (212)
905-1000,
and our internet website address is
www.pennantpark.com
. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider information contained on our website to be part of this prospectus or any supplements to this prospectus.
 
6

FEES AND EXPENSES
Information about the various costs and expenses that an investor in shares of our common stock will bear directly or indirectly is located in “Part II, Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Fees and Expenses” in our most recent Annual Report on Form
10-K
and is incorporated by reference into the registration statement of which this prospectus is a part.
 
7

FINANCIAL HIGHLIGHTS
The financial data set forth in the following table as of and for the years ended September 30, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014 and 2013 are derived from our consolidated financial statements, which have been audited by an independent registered public accounting firm for those periods. This financial data should be read in conjunction with our Consolidated Financial Statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form
10-K.
 
   
2022
   
2021
   
2020
   
2019
   
2018
   
2017
   
2016
   
2015
   
2014
   
2013 (7)
 
Per Share Data:
                                                                               
Net asset value, beginning of period
  $ 12.62     $ 12.31     $ 12.97     $ 13.82     $ 14.10     $ 14.06     $ 13.95     $ 14.40     $ 14.10     $ 13.98  
Net investment income (1)
    1.18       1.02       1.12       1.17       0.81       1.10       1.02       1.08       1.12       1.10  
Net realized and unrealized (loss) gain (1)
    (1.10     0.44       (0.65     (0.88     0.06       0.10       0.23       (0.31     0.26       0.15  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net increase in net assets resulting from operations (1)
    0.08       1.46       0.47       0.29       0.87       1.20       1.25       0.77       1.38       1.25  
Distributions to stockholders (1),(2)
                                                                               
Distribution of net investment income
    (1.14     (1.14     (1.14     (1.14     (1.03     (1.15     (1.13     (0.98     (0.84     (0.95
Distribution of realized gains
    —         —         —         —         (0.11     —         (0.01     (0.18     (0.24     (0.10
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total distributions to stockholders (1),(2)
    (1.14     (1.14     (1.14     (1.14     (1.14     (1.15     (1.14     (1.16     (1.08     (1.05
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Accretive (dilutive) effect of common stock issuance and acquisition of MCG (1)
    0.06       —         —         —         (0.01     (0.01     —         (0.06     —         (0.08
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net asset value, end of period
  $ 11.62     $ 12.62     $ 12.31     $ 12.97     $ 13.82     $ 14.10     $ 14.06     $ 13.95     $ 14.40     $ 14.10  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Per share market value, end of period
  $ 9.60     $ 12.79     $ 8.44     $ 11.60     $ 13.15     $ 14.48     $ 13.23     $ 11.94     $ 13.78     $ 13.78  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total return(3)
    (17.76 )%      66.47     (17.15 )%      (3.20 )%      (1.29 )%      18.71     21.77     (6.01 )%      8.05     17.17
Shares outstanding at end of period
    45,345,638       38,880,728       38,772,074       38,772,074       38,772,074       32,480,074       26,730,074       26,730,074       14,898,056       14,898,056  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Ratios/ Supplemental Data:
                                                                               
Ratio of operating expenses to average net assets (4)
    5.34     3.77     5.19     3.94     3.01     4.13     3.56     3.01     4.45     4.43
Ratio of debt related expenses to average net assets (5)
    5.85     5.00     5.63     5.21     4.73     1.98     1.58     2.34     1.95     1.66
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Ratio of total expenses to average net assets (5)
    11.19     8.77     10.82     9.15     7.74     6.11     5.14     5.35     6.40     6.09
Ratio of net investment income to average net assets (5)
    9.55     8.07     9.00     8.76     5.81     7.85     7.42     7.43     7.77     7.68
Net assets at end of period (in thousands)
  $ 527,092     $ 490,611     $ 477,270     $ 503,057     $ 535,842     $ 457,906     $ 375,907     $ 372,890     $ 214,528     $ 210,066  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Weighted average debt outstanding (in thousands)
  $ 698,765     $ 622,739     $ 737,209     $ 512,135     $ 354,322     $ 269,320     $ 140,218     $ 123,924     $ 147,599     $ 71,679  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Weighted average debt per share (1)
  $ 17.06     $ 16.06     $ 19.01     $ 13.21     $ 9.25     $ 8.90     $ 5.25     $ 7.61     $ 9.91     $ 7.48  
Asset coverage per unit (6)
  $ 1,776     $ 1,746     $ 1,677     $ 1,786     $ 2,122     $ 2,780     $ 2,601     $ 13,598     $ 2,469     $ 3,109  
Portfolio turnover ratio
    45.03     62.58     35.08     52.64     47.15     59.70     32.16     51.02     62.74     81.89
 
8

 
(1)
Based on the weighted average shares outstanding for the respective periods.
(2)
The tax status of distributions is calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP, and reported on Form
1099-DIV
each calendar year.
(3)
Based on the change in market price per share during the period and assumes distributions, if any, are reinvested.
(4)
Excludes debt related costs.
(5)
Includes interest and expenses on debt as well as Credit Facility amendment and debt issuance costs, if any.
(6)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated on our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by the senior securities representing indebtedness at par (changed from fair value). This asset ratio coverage is multiplied by $1,000 to determine the asset coverage per unit.
(7)
Audited by predecessor auditors.
 
9

RISK FACTORS
Investing in our securities involves a number of significant risks. In addition to the other information contained in this prospectus and the applicable prospectus supplement and any free writing prospectus, you should consider carefully the following information and the risk factors incorporated by reference in our Annual Report on Form
10-K
for the fiscal year ended September 30, 2022, filed on November 17, 2022, or our then most recent Annual Report on Form
10-K
and any subsequent Quarterly Reports on Form
10-Q
or Current Reports on Form
8-K
we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act and the risk factors and other information contained in any prospectus supplement and any free writing prospectus before acquiring any of such securities and before making an investment in our securities. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. Each of the risk factors could materially adversely affect our business, financial condition and results of operations. In such case, the NAV and market price of our common stock could decline or the value of our preferred stock, warrants, subscription rights or debt securities may decline, and investors may lose all or part of their investment. Please also read carefully the section titled “Forward-Looking Statements.”
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, contain 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 or incorporated by reference in this prospectus and any applicable prospectus supplement or free writing prospectus involve risks and uncertainties, including statements as to:
 
   
our future operating results;
 
   
our business prospects and the prospects of our prospective portfolio companies, including as a result of the current pandemic caused by
COVID-19
or any future worsening thereof;
 
   
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets, including changes from the impact of the current
COVID-19
pandemic or any future worsening thereof;
 
   
the dependence of our future success on the general economy and its impact on the industries in which we invest;
 
   
the impact of a protracted decline in the liquidity of credit markets on our business;
 
   
the impact of investments that we expect to make;
 
   
the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;
 
   
our contractual arrangements and relationships with third parties;
 
   
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
 
   
the ability of our prospective portfolio companies to achieve their objectives;
 
   
our expected financings and investments and ability to fund capital commitments to PSSL;
 
   
the adequacy of our cash resources and working capital;
 
   
the timing of cash flows, if any, from the operations of our prospective portfolio companies;
 
 
10

   
the impact of price and volume fluctuations in the stock market;
 
   
increasing levels of inflation, and its impact on us and our portfolio companies;
 
   
the ability of our Investment Adviser to locate suitable investments for us and to monitor and administer our investments;
 
   
the impact of future legislation and regulation on our business and our portfolio companies; and
 
   
the impact of the ongoing invasion of Ukraine by Russia, United Kingdom’s withdrawal from the European Union (commonly known as “Brexit”) and other world economic and political issues.
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 set forth in “Risk Factors” and elsewhere in this prospectus.
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 contained or incorporated by reference in this prospectus and any applicable prospectus supplement or free writing prospectus should not be regarded as a representation by us that our plans and objectives will be achieved.
We base the forward-looking statements included in this prospectus, any prospectus supplement, free writing prospectus and documents incorporated by reference on information available to us on the date of the relevant document, 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 such documents, 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 have filed or in the future may file with the SEC, including reports on Form
10-K/Q
and current reports on Form
8-K.
You should understand that, under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E(b)(2) 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 connection with any offering of securities pursuant to this prospectus or in periodic reports we file under the Exchange Act.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement or a free writing prospectus we have authorized for use in connection with a specific offering, we may use the net proceeds from selling securities pursuant to this prospectus for general corporate or strategic purposes, including making investments in portfolio companies or repaying outstanding indebtedness.
We may invest the proceeds from an offering of securities in new or existing portfolio companies, and such investments may take up to a year from the closing of such offering, in part because privately negotiated investments in illiquid securities or private middle-market companies require substantial due diligence and structuring. During this period, we may use the net proceeds from our offering to reduce then-outstanding indebtedness or to invest such proceeds in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. We expect to earn yields on such investments, if any, that are lower than the interest income that we anticipate receiving in respect of investments in
non-temporary
 
11

investments. As a result, any distributions we make during this investment period may be lower than the distributions that we would expect to pay when such proceeds are fully invested in
non-temporary
investments. See “Business—Regulation—Temporary Investments” in our most recently filed Annual Report on Form
10-K
for more information.
SENIOR SECURITIES
Information about our senior securities shown as of September 30, 2022, 2021, 2020, 2019, 2018, 2017, 2016 2015, 2014 and 2013 is located in “Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Senior Securities” in our most recent Annual Report on Form
10-K,
and is incorporated by reference into the registration statement of which this prospectus is a part, and the report of RSM US LLP, an independent registered public accounting firm, on our senior securities table as of September 30, 2022 is included in our most recent Annual Report on Form
10-K,
filed on November 17, 2022, and is incorporated by reference into the registration statement of which this prospectus is a part.
PRICE RANGE OF COMMON STOCK
Information about the price range of our common stock is located in “Part II, Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Price Range of Common Stock” in our most recent Annual Report on Form
10-K
and is incorporated by reference into the registration statement of which this prospectus is a part.
SALES OF COMMON STOCK BELOW NET ASSET VALUE
Our stockholders may approve our ability to sell shares of our common stock below our then current NAV per share in one or more public offerings of our common stock. In making a determination that an offering below NAV per share is in our and our stockholders’ best interests, our board of directors, a majority of our directors who have no financial interest in the sale and a majority of our independent directors considered a variety of factors, including:
 
   
The effect that an offering below NAV per share would have on our stockholders, including the potential dilution they would experience as a result of the offering;
 
   
The amount per share by which the offering price per share and the net proceeds per share are less than the most recently determined NAV per share;
 
   
The relationship of recent market prices of our common stock to NAV per share and the potential impact of the offering on the market price per share of our common stock;
 
   
Whether the estimated offering price would closely approximate the market value of our shares, less distributing commissions or discounts, and would not be below current market price;
 
   
The potential market impact of being able to raise capital in the current financial market;
 
   
The nature of any new investors anticipated to acquire shares in the offering;
 
   
The anticipated rate of return on and quality, type and availability of investments;
 
   
The leverage available to us, both before and after the offering and other borrowing terms; and
 
   
The potential investment opportunities available relative to the potential dilutive effect of additional capital at the time of the offering.
 
12

Our board of directors will also consider the fact that a sale of shares of common stock at a discount will benefit our Investment Adviser, as the Investment Adviser will earn additional investment management fees on the proceeds of such offerings, as it would from the offering of any other securities of PennantPark Floating Rate Capital Ltd. or from the offering of common stock at a premium to NAV per share.
Sales by us of our common stock at a discount from NAV pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. As of the date of this registration statement, stockholders have not approved sales of our common stock below our then current NAV per share.
We will not seek to sell shares under a prospectus supplement to the registration statement, or a post-effective amendment to the registration statement, of which this prospectus forms a part (the “current registration statement”) if the cumulative dilution to our NAV per share arising from offerings from the effective date of the current registration statement through and including any
follow-on
offering would exceed 15% based on the anticipated pricing of such
follow-on
offering. This limit would be measured separately for each offering pursuant to the current registration statement by calculating the percentage dilution or accretion to aggregate NAV from that offering and then summing the anticipated percentage dilution from each subsequent offering. For example, if our most recently determined NAV per share at the time of the first offering is $10.00, and we have 100 million shares outstanding, the sale of an additional 25 million shares at net proceeds to us of $5.00 per share (a 50% discount) would produce dilution of 10.0%. If we subsequently determined that our NAV per share increased to $11.00 on the then outstanding 125 million shares and contemplated an additional offering, we could, for example, propose to sell approximately 31.25 million additional shares at a price that would be expected to yield net proceeds to us of $8.25 per share, resulting in incremental dilution of 5.0%, before we would reach the aggregate 15% limit. If we file a new post-effective amendment, the threshold would reset.
The following three headings and accompanying tables explain and provide hypothetical examples assuming proceeds are temporarily invested in cash equivalents on the impact of an offering at a price less than NAV per share on three different sets of investors:
 
   
existing stockholders who do not purchase any shares in the offering;
 
   
existing stockholders who purchase a relatively small amount of shares in the offering or a relatively large amount of shares in the offering; and
 
   
new investors who become stockholders by purchasing shares in the offering.
Impact on Existing Stockholders who do not Participate in the Offering
Our existing stockholders who do not participate, or who are not given the opportunity to participate, in an offering below NAV per share or who do not buy additional shares in the secondary market at the same or lower price we obtain in the offering (after any underwriting discounts and commissions) face the greatest potential risks. All stockholders will experience an immediate decrease (often called dilution) in the NAV of the shares they hold. Stockholders who do not participate in the offering will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than stockholders who do participate in the offering. All stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discounts increase.
The following examples illustrate the level of NAV dilution that would be experienced by a nonparticipating stockholder in three different hypothetical common stock offerings of different sizes and levels of discount from NAV per share, although it is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.
 
13

The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15.0 million in total assets and $5.0 million in total liabilities. The current NAV and NAV per share are thus $10.0 million and $10.00, respectively. The table below illustrates the dilutive effect on nonparticipating stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after any underwriting discounts and commissions (a 5% discount from NAV); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after any underwriting discounts and commissions (a 10% discount from NAV); and (3) an offering of 250,000 shares (25% of the outstanding shares) at $7.50 per share after any underwriting discounts and commissions (a 25% discount from NAV).
 
   
Prior to Sale
Below NAV
   
Example 1
5% Offering at
5% Discount
   
Example 2
10% Offering at
10% Discount
   
Example 3
25% Offering at
25% Discount
 
   
Following
Sale
   
%
Change
   
Following
Sale
   
%
Change
   
Following
Sale
   
%
Change
 
Offering Price
                                                       
Price per share to public
    —       $ 10.00       —       $ 9.47       —       $ 7.89       —    
Net offering proceeds per share to issuer
    —       $ 9.50       —       $ 9.00       —       $ 7.50       —    
Decrease to NAV
                                                       
Total shares outstanding
    1,000,000       1,050,000       5.00     1,100,000       10.00     1,250,000       25.00
NAV per share
  $ 10.00     $ 9.98       (0.20 )%    $ 9.91       (0.90 )%    $ 9.50       (5.00 )% 
Dilution to Stockholder A
                                                       
Shares held by stockholder A
    10,000       10,000       —         10,000       —         10,000       —    
Percentage held by stockholder A
    1.00     0.95     (5.00 )%      0.91     (9.00 )%      0.80     (20.00 )% 
Total Asset Values
                                                       
Total NAV held by stockholder A
  $ 100,000     $ 99,800       (0.20 )%    $ 99,100       (0.90 )%    $ 95,000       (5.00 )% 
Total investment by stockholder A (assumed to be $10.00 per share)
  $ 100,000     $ 100,000       —       $ 100,000       —       $ 100,000       —    
Total dilution to stockholder A (total NAV less total investment)
    —       $ (200     —       $ (900     —       $ (5,000     —    
Per Share Amounts
                                                       
NAV per share held by stockholder A
    —       $ 9.98       —       $ 9.91       —       $ 9.50       —    
Investment per share held by stockholder A (assumed to be $10.00 per share on shares held prior to sale)
  $ 10.00     $ 10.00       —       $ 10.00       —       $ 10.00       —    
Dilution per share held by stockholder A (NAV per share less investment per share)
    —       $ (0.02     —       $ (0.09     —       $ (0.50     —    
Percentage dilution to stockholder A (dilution per share divided by investment per share)
    —         —         (0.20 )%      —         (0.90 )%      —         (5.00 )% 
 
14

Impact on Existing Stockholders who Participate in the Offering
Our existing stockholders who participate in an offering below NAV per share or who buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after any underwriting discounts and commissions) will experience the same types of NAV dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the offering below NAV as their interest in our shares immediately prior to the offering. The level of NAV dilution on an aggregate basis will decrease as the number of shares such stockholders purchase increases. Existing stockholders who buy more than such percentage will experience NAV dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in NAV per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional offerings below NAV in which such stockholder does not participate, in which case such a stockholder will experience NAV dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discount to NAV increases.
The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15.0 million in total assets and $5.0 million in total liabilities. The current NAV and NAV per share are thus $10.0 million and $10.00, respectively. The table below illustrates the (dilutive) and accretive effect in the hypothetical offering of 25% of the shares outstanding at a 25% discount to NAV from the prior chart for stockholder A that acquires shares equal to (1) 50% of their proportionate share of the offering (i.e., 1,250 shares which is 0.50% of the offering of 250,000 shares rather than their 1.00% proportionate share) and (2) 150% of their proportionate share of the offering (i.e., 3,750 shares which is 1.50% of the offering of 250,000 shares rather than their 1.00% proportionate share).
 
    
Prior to Sale
Below NAV
   
50% Participation
   
150% Participation
 
   
Following
Sale
   
%
Change
   
Following
Sale
   
%
Change
 
Offering Price
                                        
Price per share to public
     —       $ 7.89       —       $ 7.89       —    
Net proceeds per share to issuer
     —       $ 7.50       —       $ 7.50       —    
Increases in Shares and Decrease to NAV
                                        
Total shares outstanding
     1,000,000       1,250,000       25.00     1,250,000       25.00
NAV per share
   $ 10.00     $ 9.50       (5.00 )%    $ 9.50       (5.00 )% 
(Dilution)/Accretion to Participating Stockholder A
                                        
Shares held by stockholder A
     10,000       11,250       12.50     13,750       37.50
Percentage held by stockholder A
     1.00     0.90     (10.00 )%      1.10     10.00
Total Asset Values
                                        
Total NAV held by stockholder A
   $ 100,000     $ 106,875       6.88   $ 130,625       30.63
Total investment by stockholder A (assumed to be $10.00 per share on shares held prior to sale)
   $ 100,000     $ 109,863       9.86   $ 129,588       29.59
Total (dilution)/accretion to stockholder A (total NAV less total investment)
     —         (2,988     —       $ 1,037       —    
 
15

 
  
Prior to Sale
Below NAV
 
  
50% Participation
 
 
150% Participation
 
 
  
Following
Sale
 
 
%
Change
 
 
Following
Sale
 
  
%
Change
 
Per Share Amounts
  
  
 
 
  
NAV per share held by stockholder A
  
 
—  
 
  
$
9.50
 
 
 
—  
 
 
$
9.50
 
  
 
—  
 
Investment per share held by stockholder A (assumed to be $10.00 per share on shares held prior to sale)
  
$
10.00
 
  
$
9.77
 
 
 
(2.30
)% 
 
$
9.42
 
  
 
(5.80
)% 
(Dilution)/accretion per share held by stockholder A (NAV per share less investment per share)
  
 
—  
 
  
$
(0.27
 
 
—  
 
 
$
0.08
 
  
 
—  
 
Percentage (dilution)/accretion to stockholder A (dilution)/accretion per share divided by investment per share
  
 
—  
 
  
 
—  
 
 
 
(2.76
)% 
 
 
—  
 
  
 
0.85
Impact on New Investors
The following examples illustrate the level of NAV dilution or accretion that would be experienced by a new stockholder in three different hypothetical common stock offerings of different sizes and levels of discount from NAV per share, although it is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.
Investors who are not currently stockholders, but who participate in an offering below NAV and whose investment per share is greater than the resulting NAV per share due to any underwriting discounts and commissions paid by us will experience an immediate decrease, albeit small, in the NAV of their shares and their NAV per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in an offering below NAV per share and whose investment per share is also less than the resulting NAV per share due to any underwriting discounts and commissions paid by us being significantly less than the discount per share, will experience an immediate increase in the NAV of their shares and their NAV per share compared to the price they pay for their shares. All these investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional offerings below NAV in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in NAV per share. Their decrease could be more pronounced as the size of the offering and level of discounts increases.
The following examples illustrate the level of NAV dilution or accretion that would be experienced by a new stockholder who purchases the same percentage (1.00%) of the shares in the three different hypothetical offerings of common stock of different sizes and levels of discount from NAV per share. The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15.0 million in total assets and $5.0 million in total liabilities. The current NAV and NAV per share are thus $10.0 million and $10.00, respectively. The table below illustrates the dilutive and accretive effects on a stockholder A at (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after any underwriting discounts and commissions (a 5% discount from NAV); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after any underwriting discounts and commissions (a 10% discount from NAV); and (3) an offering of 250,000 shares (25% of the outstanding shares) at $7.50 per share after any underwriting discounts and commissions (a 25% discount from NAV).
 
16

   
Prior to Sale
Below NAV
   
Example 1
5% Offering
at 5% Discount
   
Example 2
10% Offering
at 10% Discount
   
Example 3
25% Offering
at 25% Discount
 
   
Following
Sale
   
%
Change
   
Following
Sale
   
%
Change
   
Following
Sale
   
%
Change
 
Offering Price
                                                       
Price per share to public
    —       $ 10.00       —       $ 9.47       —       $ 7.89       —    
Net offering proceeds per share to issuer
    —       $ 9.50       —       $ 9.00       —       $ 7.50       —    
Decrease to NAV
                                                       
Total shares outstanding
    —         1,050,000       5.00     1,100,000       10.00     1,250,000       25.00
NAV per share
    —       $ 9.98       (0.20 )%    $ 9.91       (0.90 )%    $ 9.50       (5.00 )% 
Dilution to Stockholder A
                                                       
Shares held by stockholder A
    —         500       —         1,000       —         2,500       —    
Percentage held by stockholder A
    —         0.05     —         0.09     —         0.20     —    
Total Asset Values
                                                       
Total NAV held by stockholder A
    —       $ 4,990       —       $ 9,910       —       $ 23,750       —    
Total investment by stockholder A
    —       $ 5,000       —       $ 9,470       —       $ 19,725       —    
Total (dilution)/accretion to stockholder A (total NAV less total investment)
    —       $ (10     —       $ 440       —       $ 4,025       —    
Per Share Amounts
                                                       
NAV per share held by stockholder A
    —       $ 9.98       —       $ 9.91       —       $ 9.50       —    
Investment per share held by stockholder A
    —       $ 10.00       —       $ 9.47       —       $ 7.89       —    
(Dilution)/accretion per share held by stockholder A (NAV per share less investment per share)
    —       $ (0.02     —       $ 0.44       —       $ 1.61       —    
Percentage (dilution)/accretion to stockholder A (dilution)/ accretion per share divided by investment per share
    —         —         (0.20 )%      —         4.65     —         20.41
DISTRIBUTIONS
We intend to continue making monthly distributions to our stockholders. The timing and amount of our monthly distributions, if any, is determined by our board of directors. Any distributions to our stockholders are declared out of assets legally available for distribution. We monitor available net investment income to determine if a tax return of capital 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, a portion of those distributions may be deemed to be a tax return of capital to our common stockholders.
Each year, a Form
1099-DIV
will be sent to stockholders subject to information reporting that will state the amount and composition of distributions and provide information with respect to appropriate tax treatment of our distributions.
 
17

The tax characteristics of distributions declared, in accordance with Section 19(a) of the 1940 Act, for our fiscal and taxable years ended September 30, 2022 and 2021 from ordinary income (including short-term gains), if any, totaled $46.7 million, or $1.14 per share, and $44.2 million, or $1.14 per share, based on the weighted average shares outstanding for the respective periods. Additionally, for both years ended September 30, 2022 and 2021, we did not pay any distributions from long-term capital gains.
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 when applicable to us as a BDC under the 1940 Act and due to provisions in future credit facilities. If we do not distribute a certain minimum percentage of our income annually, we will 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 or distributions at a particular level.
 
18

PORTFOLIO COMPANIES
The following is a listing of each portfolio company or its affiliate, together referred to as portfolio companies, in which we had an investment as of September 30, 2022. Percentages shown for class of investment securities held by us represent percentage of voting ownership and not economic ownership. Percentages shown for equity securities, other than warrants or options held, if any, represent the actual percentage of the class of security held before dilution. For additional information see our “Consolidated Schedule of Investments” in our Consolidated Financial Statements included in our most recent Annual Report on Form
10-K
for the fiscal year ended September 30, 2022.
The portfolio companies are presented in three categories: “Companies less than 5% owned” which represent portfolio companies where we directly or indirectly own less than 5% of the outstanding voting securities of such portfolio company and where we have no other affiliations with such portfolio company; “Companies 5% to 24% owned” which represent portfolio companies where we directly or indirectly own 5% or more but less than 25% of the outstanding voting securities of such portfolio company and, therefore, are deemed to be an affiliated person under the 1940 Act; and “Companies 25% or more owned” which represent portfolio companies where we directly or indirectly own 25% or more of the outstanding voting securities of such portfolio company and, therefore, are generally presumed to be controlled by us under the 1940 Act. We make available significant managerial assistance to our portfolio companies. Certain assets are pledged as collateral under our Credit Facility or secure the 2031 Asset-Backed Debt as disclosed in our Consolidated Schedule of Investments. Unless otherwise noted, we held no voting board membership on any of our portfolio companies.
 
Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
Companies Less than 5% Owned
                           
Ad.net Acquisition, LLC
(Ad.net Holdings, Inc.(5))
1100 Glendon Avenue, Suite 1200
Los Angeles, CA 90024
  Media       First Lien Secured Debt(4),
3M L+600, 05/06/2026
Preferred Equity
Common Equity
    0.9   $ 5,737  
           
Affinion Group Holdings, Inc.
100 Connecticut Avenue
Norwalk, CT 06850
  Consumer Goods: Durable       Warrants     —         —    
           
AG Investco LP(5)
251 Little Falls Drive
Herndon, VA 19808
  Software       Common Equity(4)     2.6     1,127  
           
Altamira Technologies, LLC
(Altamira Intermediate Company II, Inc.)
8201 Greensboro Drive, Suite 800
McLean, VA 22102
  IT Services       First Lien Secured Debt(4),
3M L+800, 07/24/2025
Common Equity
    2.9     6,032  
           
American Insulated Glass, LLC
(Go Dawgs Capital III, LP(5))
3965 E. Conley Road
Conley, GA 30288
  Building Products       First Lien Secured Debt,
3M L+550, 12/21/2023
Common Equity
    0.7     7,978  
           
American Teleconferencing Services, Ltd.
2300 Lakeview Parkway Suite 300
Alpharetta, GA 30009
  Telecommunications       First Lien Secured Debt(4),
—, 06/08/2023
    —         107  
           
Amsive Holding Corporation (f/k/a Vision Purchaser
Corporation)
605 Territorial Drive
Suite A, B & C
Bolingbrook, IL 60440
  Media       First Lien Secured Debt,
3M L+625, 06/10/2025
    —         13,892  
 
19

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
Anteriad, LLC (f/k/a MeritDirect, LLC)
(Anterida Holdings, LP (5))
2 International Drive
Rye Brook, New York 10573
  Media      
First Lien Secured Debt(4),
3M L+550, 05/23/2024
Preferred Equity
Common Equity
    —       $ 17,584  
           
Any Hour Services
(KL Stockton
Co-Invest
LP (5))
1374 130 S
Orem, UT 84058
  Energy Equipment and Services       First Lien Secured Debt(4),
3M L+525, 07/21/2027
Common Equity
    0.2     10,946  
           
Apex Service Partners, LLC
401 E Jackson, Ste #3300
Tampa, FL 33602
  Diversified Consumer Services      
First Lien Secured Debt(4),
1M L+525, 07/31/2025
    —         19,304  
           
API Holdings III Corp.
400 Nickerson Road
Marlborough, MA 01752
  Electronic Equipment, Instruments, and Components       First Lien Secured Debt,
1M L+425, 05/11/2026
    —         5,050  
           
Applied Technical Services, LLC
(Ironclad Holdco, LLC (5))
1049 Triad Ct
Marietta, GA 30062
  Commercial Services & Supplies       First Lien Secured Debt(4),
3M L+575, 12/29/2026
Common Equity
    0.5     7,913  
           
Arcfield Acquisition Corp.
14295 Park Meadow Drive
Chantilly, VA 20151
  Aerospace and Defense       First Lien Secured Debt(4),
—, 03/07/2028
    —         (18
           
Athletico Holdings, LLC
2122 York Road, Ste. 300
Oak Brook, IL 60523
  Healthcare Providers and Services       Common Equity     1.6     4,758  
           
Beta Plus Technologies, Inc.
7 World Trade Center, 47th Floor
New York, NY 10007
  Internet Software and Services       First Lien Secured Debt,
1M L+525, 07/01/2029
    —         4,900  
           
Blackhawk Industrial Distribution, Inc.
1501 SW Expressway Drive
Broken Arrow, OK 74012
  Distributors       First Lien Secured Debt(4),
3ML+500, 09/17/2024
    —         456  
           
Broder Bros., Co.
Six Neshaminy Interplex, 6 Floor
Trevose, PA 19053
  Textiles, Apparel and Luxury Goods       First Lien Secured Debt,
3M L+600, 12/02/2022
    —         3,405  
           
Burgess Point Holdings, LP
29627 Renaissance Blvd
Daphne, Alabama 26526
  Auto Components       Common Equity     0.2     101  
           
By Light Professional IT Services, LLC
(By Light Investco, LP(5))
8484 Westpark Drive Suite 600
McLean, VA 22102
  High Tech Industries      
First Lien Secured Debt(4),
3M L+625, 05/16/2024
Common Equity(4)
    2.5     46,179  
           
Cadence Aerospace, LLC
3150 East Miraloma Avenue
Anaheim, CA 92806
  Aerospace and Defense       First Lien Secured Debt,
3M L+850 (PIK 9.50%), 11/14/2023
    —         3,003  
           
Cartessa Aesthetics, LLC
175 Broadhollow Road
Melville, NY 11747
  Distributors       First Lien Secured Debt(4),
1M L+600, 05/13/2028
Common Equity
    0.8     18,200  
 
20

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
CF512, Inc.
(StellPen Holdings, LLC)
960B Harvest Drive
Blue Bell, PA 19422
  Media       First Lien Secured Debt(4),
3M L+600, 08/20/2026
Common Equity
    0.8   $ 8,121  
           
CHA Holdings, Inc.
575 Broadway
Albany, NY 12207
  Environmental Industries       First Lien Secured Debt,
3M L+450, 04/10/2025
    —         1,581  
           
Challenger Performance Optimization, Inc.
1201 Wilson Blvd
Arlington, VA 22209
  Business Services       First Lien Secured Debt(4),
1M L+675, 08/31/2023
    —         335  
           
Compex Legal Services, Inc.
325 Maple Avenue
Torrance, CA 90503
  Professional Services       First Lien Secured Debt(4),
3M L+525, 02/09/2026
    —         8,811  
           
Connatix Buyer, Inc.
(Connatix Parent, LLC)
666 Broadway, Floor 10
New York, NY 10012
  Media       First Lien Secured Debt(4),
3M L+550, 07/13/2027
Common Equity
    0.3     4,206  
           
Crane 1 Services, Inc.
(Crane 1 Acquisition Parent Holdings, L.P.)
1027 Byers Rd
Miamisburg, OH 45342
  Commercial Services & Supplies       First Lien Secured Debt(4),
3M L+575, 08/16/2027
Common Equity
    0.5     1,244  
           
Douglas Products and Packaging Company, LLC
(Douglas Sewer Intermediate, LLC)
(Plant Health Intermediate, Inc.)
1550 E. Old 210 Highway
Liberty, MO 64068
  Chemicals, Plastics and Rubber       First Lien Secured Debt(4),
3M L+575, 10/19/2022
    —         13,662  
           
Dr. Squatch, LLC
2355 Westwood Blvd. #1834
Los Angeles, CA 90064
  Personal Products       First Lien Secured Debt(4),
3M L+600, 08/31/2027
    —         5,429  
           
DRS Holdings III, Inc.
225 State Street
Boston MA 02109
  Personal Products       First Lien Secured Debt(4),
3M L+575, 11/03/2025
    —         16,518  
           
Duraco Specialty Tapes LLC
7400 Industrial Dr.
Forest Park, IL 60130
  Containers and Packaging       First Lien Secured Debt,
3M L+550, 06/30/2024
    —         3,169  
           
ECL Entertainment, LLC
(Kentucky Racing Holdco, LLC(5))
5629 Nashville Road
Franklin, KY 42134
  Hotels, Restaurants and Leisure      
First Lien Secured Debt,
1M L+750, 05/01/2028
Warrants
    —         6,086  
           
ECM Industries, LLC
(ECM Investors, LLC (5))
16250 W Woods Edge Rd
New Berlin, WI 53151
  Electronic Equipment, Instruments, and Components       First Lien Secured Debt(4),
1M L+475, 12/23/2025
Common Equity
    0.1     1,104  
           
eCommission Financial Services, Inc. (6)
(eCommission Holding Corporation(6))
11612 Bee Caves Road, Building II,
Suite 200 Austin, TX, 78738
  Banking, Finance, Insurance & Real Estate      
First Lien Secured Debt(4),
1M L+500, 10/05/2023
Common Equity
    1.3     8,685  
           
Efficient Collaborative Retail Marketing
Company, LLC
27070 Miles Road
Solon, OH 44139
  Media: Diversified and Production       First Lien Secured Debt,
3M L+675, 06/15/2024
    —         6,936  
 
21

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
Exigo Intermediate II, LLC
(Exigo, LLC)
1256 Main Street, Suite 256
Southlake, TX 76092
  Software    
First Lien Secured Debt(4),
3M L+575, 03/15/2027
Common Equity
    —       $ 559  
Express Wash Topco, LLC
5821 Fairview Road
Charlotte, North Carolina 28209
  Automobiles     Common Equity     1.3     102  
FedHC InvestCo LP(5)
3100 Clarendon Blvd
Arlington, VA 22201
  Aerospace and Defense     Common Equity(4)     1.0     2,142  
Findex Group Limited(6)
1 O’Connell Street
Sydney NSW 2000, Australia
  Diversified Financial Services     First Lien Secured Debt,
3M L+450, 05/31/2024
    —         6,430  
Gantech Acquisition Corp.
(GCOM InvestCo LP (5))
9175 Guilford Road, Suite 101
Columbia, MD 21046
  IT Services    
First Lien Secured Debt(4),
1M L+625, 05/14/2026
Common Equity
    3.9     26,085  
Global Holdings InterCo LLC
4343 South 118
th
East Ave Suite 220
Tulsa, OK 74146
  Diversified Financial Services     First Lien Secured Debt,
3M L+600, 03/16/2026
    —         3,273  
Graffiti Buyer, Inc.
25195 Brest Road
Taylor, MI 48180
  Trading Companies & Distributors     First Lien Secured Debt(4),
3M L+575, 08/10/2027
    —         359  
Hancock Roofing and Construction L.L.C.
(Hancock Claims Consultants
Investors, LLC (5))
6875 Shiloh Rd. East
Alpharetta, GA 30005
  Insurance    
First Lien Secured Debt(4),
3M L+500, 12/31/2026
Common Equity
    0.4     5,104  
Holdco Sands Intermediate, LLC
(OceanSound Discovery Equity, LP (5))
44150 Smartronix Way, STE 200
Hollywood, MD 20636
  Aerospace and Defense     First Lien Secured Debt(4),
3M L+600, 11/23/2028
Common Equity
    2.1     7,744  
HV Watterson Holdings, LLC
1821 Walden Office Square Unit 111
Schaumburg, IL 60173
  Professional Services     Common Equity     0.1     87  
HW Holdco, LLC
4000 MacArthur, Suite 400
Newport Beach, CA 92660
  Media     First Lien Secured Debt(4),
1M L+500, 12/10/2024
    —         8,329  
Icon Partners V C, L.P.
315 Capitol St Suite 100
Houston, TX 77002
  Internet Software and Services     Common Equity(4)     0.1     1,989  
IDC Infusion Services, Inc.
(ITC Infusion
Co-Invest,
LP)
3609 Park East Drive
Beachwood, OH 44122
  Healthcare Equipment and Supplies     First Lien Secured Debt(4),
3M L+700, 12/30/2026
    3.4     6,175  
IG Investments Holdings, LLC
1224 Hammond Drive, Suite 1500
Atlanta, GA 30346
  Professional Services     First Lien Secured Debt(4),
3M L+600, 09/22/2028
    —         4,424  
 
22

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
Imagine Acquisitionco, LLC
(Imagine Topco, LP)
8757 Red Oak Blvd,
Charlotte, NC 28217
  Software    
First Lien Secured Debt(4),
3M L+550, 11/15/2027
Preferred Equity
Common Equity
    0.3   $ 4,994  
Inception Fertility Ventures, LLC
650 Madison Avenue, 21st Floor
New York, NY 10022
  Healthcare Providers and Services     First Lien Secured Debt,
3M L+715, 12/07/2023
    —         14,804  
Infolinks Media Buyco, LLC
(Tower Arch Infolinks Media, LP (5))
45 North Broad Street
Ridgewood, NJ 07450
  Media    
First Lien Secured Debt(4),
3M L+575, 11/01/2026
Common Equity(4)
    0.4     3,000  
Integrative Nutrition, LLC
(IIN Group Holdings, LLC(5))
245 5
th
Avenue
New York, New York 10016
  Consumer Services    
First Lien Secured Debt(4),
3M L+450, 09/29/2023
Common Equity
    1.4     15,378  
Integrity Marketing Acquisition, LLC
1445 Ross Avenue, 22nd Floor
Dallas, TX 75202
  Insurance     First Lien Secured Debt,
SOFR+550, 08/27/2025
    —         15,667  
ITC Rumba, LLC(5)
9725 NW 117th Ave #200,
Miami, FL 33178
  Healthcare and Pharmaceuticals     Common Equity     0.3     5,232  
ITI Holdings, Inc.
2980 E. Coliseum Blvd.
Fort Wayne, IN 46805
  IT Services     First Lien Secured Debt(4),
3M L+550, 03/03/2028
    —         120  
K2 Pure Solutions NoCal, L.P.
3515 Massillion Road, Ste. 290
Uniontown, OH 44685
 
Chemicals,
Plastics and Rubber
    First Lien Secured Debt(4),
—, 12/20/2023
    —         —    
Kinetic Purchaser, LLC
12552 S. 125 West
Draper, UT 84020
  Personal Products    
First Lien Secured Debt(4),
3M L+600, 11/10/2027
Common Equity
    —         22,903  
Lash OpCo, LLC
(Gauge Lash Coinvest LLC)
1256 Main Street, Suite 256
Southlake, TX 76092
  Personal Products     First Lien Secured Debt(4),
1M L+700, 02/18/2027
Common Equity
    1.3     17,891  
LAV Gear Holdings, Inc.
3165 W Sunset Rd,
Las Vegas, NV 89118
  Capital Equipment    
First Lien Secured Debt(4),
1M L+750 (PIK 5.50%),
10/31/2024
    —         11,027  
Ledge Lounger, Inc.
(SP L2 Holdings, LLC)
616 Cane Island Pkwy Suite 200
Katy, TX 77494
  Leisure Products    
First Lien Secured Debt(4),
3M L+625, 11/09/2026
Common Equity
    1.2     4,052  
Lightspeed Buyer Inc.
(Lightspeed Investment Holdco LLC)
1457 East 40th Street
Cleveland, OH 44103
  Healthcare Technology    
First Lien Secured Debt(4),
1M L+575, 02/03/2026
Common Equity
    0.2     25,367  
Lucky Bucks, LLC
5820 Live Oak Parkway #300
Norcross, GA 30093
  Hotels, Restaurants and Leisure     First Lien Secured Debt,
3M L+550, 07/20/2027
    —         3,183  
 
23

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
MailSouth, Inc.
(MSpark, LLC)
5901 Highway 52 East
Helena, AL 35080
  Media: Advertising, Printing and Publishing    
Second Lien Secured Debt,
—(PIK 15.0%), 04/23/2025
Common Equity
    4.0 %(3)    $ —    
MAG DS Corp.
12730 Fair Lakes Cir Suite 600
Fairfax, VA 22033
  Aerospace and Defense     First Lien Secured Debt,
1M L+550, 04/01/2027
    —         3,379  
Mars Acquisition Holdings Corp.
(Mars Intermediate Holdings II, Inc.)
25200 Telegraph Rd., 5th Floor
Southfield, MI 48033
  Media    
First Lien Secured Debt(4),
3M L+550, 05/14/2026
Preferred Equity
Common Equity
    —         7,244  
MBS Holdings, Inc.
880 Montclair Road Suite 400
Birmingham, AL 35213
  Internet Software and Services     First Lien Secured Debt(4),
—, 04/16/2027
    —         (12
MDI Buyer, Inc.
(MDI Aggregator, LP)
740 W Knox Road
Tempe, AZ 85284
  Commodity Chemicals    
First Lien Secured Debt(4),
—, 07/25/2028
Common Equity
    0.6     643  
Meadowlark Acquirer, LLC
(Meadowlark Title, LLC)
888 Boylston, Ste. 1600,
Boston, MA, 02199
  Professional Services    
First Lien Secured Debt(4),
3M L+550, 12/10/2027
Common Equity
    0.8 %(3)      2,190  
Mission Critical Electronics, Inc.
15272 Newsboy Circle
Huntington, CA 92649
  Capital Equipment     First Lien Secured Debt(4),
SOFR+500, 03/28/2024
    —         3,922  
Municipal Emergency Services, Inc.
12 Turnberry Ln
Sandy Hook, CT 06482
  Distributors     First Lien Secured Debt(4),
3M L+500, 09/28/2027
Common Equity
    2.1     1,897  
NBH Group LLC
3035 S Maryland Pkwy #110
Las Vegas, NV 89109
  Healthcare Equipment and Supplies     First Lien Secured Debt(4),
—, 08/19/2026
    —         —    
OHCP V BC COI, L.P.(5)
525 West Monroe Street
Chicago, IL 60661
  Distributors     Common Equity(4)     —  (7)       563  
OIS Management Services, LLC
(Oral Surgery (ITC) Holdings,
LLC (5))
2600 S 56th Street A
Lincoln, NE 68506
  Healthcare Equipment and Supplies    
First Lien Secured Debt(4),
SOFR+575, 07/09/2026
Common Equity
    0.1     2,206  
One Stop Mailing, LLC
601 Regency Drive
Glendale Heights, IL 60139
  Air Freight and Logistics    
First Lien Secured Debt,
3M L+625, 05/07/2027
          8,496  
ORL Acquisition, Inc.
(ORL Holdco, Inc.)
5555 N Beach St #4100,
Fort Worth, TX 76137
  Consumer Finance     First Lien Secured Debt(4),
3M L+525, 09/03/2027
Preferred Equity
Common Equity
    0.3     7,600  
 
24

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
Output Services Group, Inc.
775 Washington Ave
Carlstadt, NJ 07072
  Business Services     First Lien Secured Debt,
1M L+675, 03/27/2024
    —       $ 3,704  
Owl Acquisition, LLC
47 Old Webster Road
Oxford, MA 01540
  Professional Services     First Lien Secured Debt,
3M L+575, 02/04/2028
    —         3,890  
Ox Two, LLC
22260 Haggerty Road #365
Northville, MI 48167
  Construction and Building     First Lien Secured Debt(4),
1M L+700, 05/18/2026
    —         27,673  
PennantPark-TSO
Senior Loan Fund, LP
1691 Michigan Avenue
Miami, FL 33139
  Financial Services     Common Equity     4.99 %(3)     9,892  
PL Acquisitionco, LLC
(Pink Lily Holdco, LLC)
323 Mitch McConnell Way
Bowling Green KY 42101
  Textiles, Apparel and Luxury Goods    
First Lien Secured Debt(4),
3M L+650, 11/09/2027
Common Equity
    0.4     6,814  
PlayPower, Inc.
13310 James E. Casey Ave.
Englewood, CO 80112
  Leisure Products     First Lien Secured Debt,
1M L+550, 05/08/2026
    —         3,078  
PRA Events, Inc.
(CI (Allied) Investment Holdings, LLC(5))
One North LaSalle Street
Chicago, IL 60602
  Business Services     First Lien Secured Debt,
1M L+1,050 (PIK 10.5%), 08/07/2025
Common Equity
    1.5     4,974  
Pragmatic Institute, LLC
8910 East Raintree Drive
Scottsdale, AZ 85620
  Professional Services    
First Lien Secured Debt(4),
3M L+575, 07/06/2028
Common Equity
    0.5     901  
Quantic Electronics, LLC
Four Embarcadero Center, Suite 3460
San Francisco, CA 94111
  Electronic Equipment, Instruments, and Components     First Lien Secured Debt(4),
1M L+600, 11/19/2026
    —         4,867  
QuantiTech LLC
(QuantiTech Investco LP(5))
(QuantiTech InvestCo II LP(5))
360A-360D Quality Circle, Suite
100/430
Huntsville, AL 35806
  Aerospace and Defense    
Second Lien Secured Debt,
3M L+1,000, 02/04/2027
Common Equity(4)
    0.2     524  
Questex, LLC
275 Grove Street, Suite
2-130
Newton, MA 02466
  Media: Diversified and Production     First Lien Secured Debt(4),
3M L+500, 09/07/2024
    —         7,032  
Rancho Health MSO, Inc.
(RFMG Parent, LP)
31720 Temecula Pkwy Suite 100
Temecula, CA 92592
  Healthcare Equipment and Supplies    
First Lien Secured Debt(4),
3M L+550, 12/18/2025
Common Equity
    2.05     2,130  
Recteq, LLC
(NEPRT Parent Holdings, LLC (5))
1061 Triad Ct., Ste. 3
Marietta, GA 30062
  Leisure Products    
First Lien Secured Debt(4),
3M L+600, 01/29/2026
Common Equity
    0.6     2,020  
Research Now Group, Inc. and Dynata, LLC
5800 Tennyson Parkway, Suite 600
Plano, TX 75024
  Business Services     First Lien Secured Debt,
3M L+550, 12/20/2024
    —         15,406  
 
25

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
Riverpoint Medical, LLC
825 NE 25th Avenue
Portland, OR 97232
  Healthcare Equipment and Supplies     First Lien Secured Debt(4),
3M L+575, 06/20/2025
    —       $ 7,758  
Riverside Assessments, LLC
One Pierce Pl, Suite 900W
Itasca, IL 60143
  Professional Services     First Lien Secured Debt,
3M L+625, 03/10/2025
    —         15,049  
Sales Benchmark Index LLC
(SBI Holdings Investments LLC(5))
2021 McKinney Avenue Suite 550
Dallas, TX 75201
  Professional Services    
First Lien Secured Debt(4),
3M L+600, 01/03/2025
Common Equity
    0.4     7,655  
Sargent & Greenleaf Inc.
One Security Drive
Nicholasville, KY 40356
  Electronic Equipment, Instruments, and Components     First Lien Secured Debt(4),
1M L+550, 12/20/2024
    —         4,489  
Schlesinger Global, Inc.
(Gauge Schlesinger Coinvest, LLC)
101 Wood Avenue South, Suite 501
Iselin, NJ 08830
  Professional Services     First Lien Secured Debt(4),
SOFR+700, 07/14/2025
Common Equity
    1.4     16,131  
Seaway Buyer, LLC
(Seaway Topco, LP)
6006 Siesta Lane
Port Richey, FL 34668
  Chemicals, Plastics and Rubber     First Lien Secured Debt,
3M L+575, 06/13/2029
Common Equity
    0.3     7,132  
Sigma Defense Systems, LLC
(Delta InvestCo LP (5))
1812 Macon Rd, Perry, GA 31069
  IT Services     First Lien Secured Debt(4),
3M L+850, 12/18/2025
Common Equity(4)
    1.3     12,948  
Signature Systems Holding Company
(Signature CR Intermediate Holdco, Inc.)
1201 Lakeside Parkway, Suite 150
Flower Mound, TX 75028
  Commercial Services & Supplies     First Lien Secured Debt(4),
1M L+650, 05/03/2024
Preferred Equity
Common Equity
    3.9     11,941  
Smile Brands Inc.
100 Spectrum Center Drive, Suite 100
Irvine, CA 92618
  Healthcare and Pharmaceuticals     First Lien Secured Debt(4),
1M L+450, 10/14/2025
    —         2,309  
Solutionreach, Inc.
2600 N. Ashton Blvd.
Lehi, UT 84043
  Healthcare Technology     First Lien Secured Debt(4),
3M L+575, 01/17/2024
    —         5,562
Spear Education, LLC
7201 E Princess Boulevard
Scottsdale, AZ 85255
  Professional Services     First Lien Secured Debt,
3M L+575, 02/26/2025
    —         14,747  
Spendmend Holdings LLC
(North Haven Saints Equity Holdings, LP)
2680 Horizon Dr SE,
Grand Rapids, MI 49546
  Healthcare Technology    
First Lien Secured Debt(4),
SOFR+575, 03/01/2028,
Common Equity
    0.4     3,421
STV Group Incorporated
225 Park Avenue South
New York, NY 10003
  Construction & Engineering     First Lien Secured Debt,
1M L+525, 12/11/2026
    —         4,704
SSC Dominion Holdings, LLC
215 Spadina Avenue, Suite 200
Toronto, ON MST 2C7
  Capital Equipment     Common Equity     2.9     2,143  
 
26

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
System Planning and Analysis, Inc.
(f/k/a Management Consulting & Research, LLC)
1220 12
th
Street SE
Washington DC, 20003
  Aerospace and Defense     First Lien Secured Debt(4),
SOFR+600, 08/16/2027
    —       $ 18,180
TAC LifePort Holdings, LLC (5)
1610 Heritage St
Woodland, WA 98674
  Aerospace and Defense     Common Equity
    0.8     621  
Teneo Holdings LLC
280 Park Avenue, 4
th
Floor
New York, NY 10017
  Diversified Financial Services     First Lien Secured Debt,
1M L+525, 07/18/2025
    —         5,455  
The Aegis Technologies Group, LLC
4601 N. Fairfax Drive, Suite 900
Arlington, VA, 22203
  Aerospace and Defense     First Lien Secured Debt,
3M L+600, 10/31/2025
    —         4,872  
The Bluebird Group LLC
81 South Ninth Street, Suite 420,
Minneapolis, MN, 55402
  Professional Services     First Lien Secured Debt(4),
3M L+700, 07/27/2026
    —         6,337  
The Infosoft Group, LLC
(Gauge InfosoftCoInvest, LLC)
1000 North Water Street, Suite 1200
Milwaukee, WI 53202
  Media: Broadcasting and Subscription     First Lien Secured Debt,
3M L+575, 09/16/2024
Common Equity
    —         17,586  
The Vertex Companies, LLC
(TWD Parent Holdings, LLC)
398 Libbey Industrial Pkwy,
Weymouth, MA 02189
  Construction & Engineering     First Lien Secured Debt(4),
1M L+550, 08/30/2027
Preferred Equity
Common Equity
    0.2     2,369  
TPC Canada Parent, Inc.
and TPC US Parent, LLC(6)
(TPC Holding Company, LP(6))
151 Struthers Street
Warren, PA 16365
  Food Products     First Lien Secured Debt,
3M L+550, 11/24/2025
Preferred Equity
Common Equity
    0.8     4,832  
TVC Enterprises, LLC
(Gauge TVC Coinvest, LLC)
6100 Lake Forrest Drive
Atlanta, GA 30328
  Commercial Services & Supplies     First Lien Secured Debt(4),
1M L+600, 03/26/2026
Common Equity
    0.8     25,644  
TWS Acquisition Corporation
120 N. 44th Street #230
Phoenix, AZ 85034
  Diversified Consumer Services     First Lien Secured Debt(4),
1M L+625, 06/16/2025
    —         5,427  
Tyto Athene, LLC
(NXOF Holdings, Inc)
510 Spring Street, Suite 200
Herndon, VA 20170
  IT Services    
First Lien Secured Debt(4),
1M L+550, 04/01/2028
Preferred Equity
Common Equity
    0.2     13,024  
UBEO, LLC
401 East Sonterra Blvd, Suite 350
San Antonio, TX 78258
  Capital Equipment     First Lien Secured Debt(4),
3M L+450, 04/03/2024
    —         18,199  
Unique Indoor Comfort, LLC
3017 Bolling Way NorthEast
Atlanta, GA 30305
  Diversified Consumer Services     First Lien Secured Debt(4),
3M L+525, 05/24/2027
    —         8,841  
UniTek Global Services, Inc.
1817 Crane Ridge Drive, Suite 500
Jackson, MS 39216
  Telecommunications    
Preferred Equity
Common Equity
Warrants
    0.9     —    
 
27

Name and
Address of Portfolio Company
 
Nature of Business
     
Type of Investment,
Interest(1), Maturity
 
Voting
Percentage
Ownership(2)
   
Fair Value
(in thousands)
 
UniVista Insurance (5)
528 NW 7th Ave,
Miami, FL 33136
  Insurance     Common Equity     0.2   $ 454  
Walker Edison Furniture Company LLC
(JWC-WE
Holdings, L.P. (5))
4350 West 2100 South, Suite A
Salt Lake City, UT 84120
  Wholesale     First Lien Secured Debt,
1M L+875, 03/31/2027
Common Equity
    3.2     8,473  
WCP IvyRehab QP CF Feeder, LP
1311 Mamaroneck Avenue, Suite 140
White Plains, NY 10605
  Healthcare Providers and Services     Common Equity(4)     1.8     3,762  
Wildcat Buyerco, Inc.
(Wildcat Parent, LP(5))
9730 Northcross Center Court
Huntersville, NC 28078
  Electronic Equipment, Instruments and Components     First Lien Secured Debt(4),
3M L+575, 02/27/2026
Common Equity
    (7)      10,094  
Zips Car Wash, LLC
1809 East Parker Road
Jonesboro, AR 72404
  Automobiles     First Lien Secured Debt,
3M L+725, 03/01/2024
    —         13,092  
Companies 25% or More Owned
         
Marketplace Events, LLC
(New MPE Holdings, LLC(5))
31105 Bainbridge Road, Suite 3
Solon, OH 44139
  Media: Diversified and Production     First Lien Secured Debt(4),
3M L+525 (PIK 5.25%), 09/30/2026
Common Equity
    32.6 %(3)      31,389  
PennantPark Senior Secured Loan Fund I, LLC(6)
1691 Michigan Avenue
Miami, FL 33139
  Financial Services     First Lien Secured Debt,
3M L+800, 05/06/2024
Common Equity
    50.0 %(3)      239,615  
         
 
 
 
Total Investments