SEC Filing | PennantPark

View:

Download DOC

Download PDF

Download XLS

Download XBRL

424B2

Filed Pursuant to Rule 424(b)(2)
File No. 333-268813

Prospectus Supplement

To the Prospectus dated January 9, 2023

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

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


TABLE OF CONTENTS			S-i
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
THE OFFERING			S-5
FEES AND EXPENSES			S-8
RISK FACTORS			S-11
FORWARD-LOOKING STATEMENTS			S-12
USE OF PROCEEDS			S-14
PRICE RANGE OF CAPITAL STOCK			S-15
CAPITALIZATION			S-16
UNDERWRITING			S-17
LEGAL MATTERS			S-22
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			S-22
INDEPENDENT AUDITOR			S-22
INCORPORATION BY REFERENCE			S-22
AVAILABLE INFORMATION			S-23

PROSPECTUS


	Page
PROSPECTUS SUMMARY		2
FEES AND EXPENSES		7
FINANCIAL HIGHLIGHTS		8
RISK FACTORS		10
FORWARD-LOOKING STATEMENTS		10
USE OF PROCEEDS		11
SENIOR SECURITIES		12
PRICE RANGE OF COMMON STOCK		12
SALES OF COMMON STOCK BELOW NET ASSET VALUE		12
DISTRIBUTIONS		17
PORTFOLIO COMPANIES		19
PORTFOLIO MANAGEMENT		31
DETERMINATION OF NET ASSET VALUE		34
DESCRIPTION OF OUR CAPITAL STOCK		37
DESCRIPTION OF OUR PREFERRED STOCK		43
DESCRIPTION OF OUR WARRANTS		44
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS		45
DESCRIPTION OF OUR DEBT SECURITIES		47
BROKERAGE ALLOCATIONS AND OTHER PRACTICES		60
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		61
PLAN OF DISTRIBUTION		72
SUB-ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND TRUSTEE		74
LEGAL MATTERS		74
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		74
INDEPENDENT AUDITORS		74
INCORPORATION BY REFERENCE		75
AVAILABLE INFORMATION		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

S-5

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.”

S-6

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.

S-7

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

S-

$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

S-9

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.

S-

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.

S-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.

S-1

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.

S-1

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.

S-1

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)			Distributions Declared
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.

S-1

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).

S-1

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

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

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 “

Risk Factors

” on page 10 and “

Sales of Common Stock Below Net Asset Value

” 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 “

Risk Factors

” 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.

TABLE OF CONTENTS


	Page
PROSPECTUS SUMMARY		2
FEES AND EXPENSES		7
FINANCIAL HIGHLIGHTS		8
RISK FACTORS		10
FORWARD-LOOKING STATEMENTS		10
USE OF PROCEEDS		11
SENIOR SECURITIES		12
PRICE RANGE OF COMMON STOCK		12
SALES OF COMMON STOCK BELOW NET ASSET VALUE		12
DISTRIBUTIONS		17
PORTFOLIO COMPANIES		19
PORTFOLIO MANAGEMENT		31
DETERMINATION OF NET ASSET VALUE		34
DESCRIPTION OF OUR CAPITAL STOCK		37
DESCRIPTION OF OUR PREFERRED STOCK		43
DESCRIPTION OF OUR WARRANTS		44
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS		45
DESCRIPTION OF OUR DEBT SECURITIES		47
BROKERAGE ALLOCATIONS AND OTHER PRACTICES		60
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		61
PLAN OF DISTRIBUTION		72
SUB-ADMINISTRATOR, CUSTODIAN, TRANSFER AGENT AND TRUSTEE		74
LEGAL MATTERS		74
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		74
INDEPENDENT AUDITORS		74
INCORPORATION BY REFERENCE		75
AVAILABLE INFORMATION		76

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.

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.

non-investment

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.

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

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

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.

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.

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.

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.

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	%

(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.

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;

•

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 set forth in “Risk Factors” and elsewhere in this prospectus.

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

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.

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.

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
	Prior to Sale Below NAV			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	)%

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
	Prior to Sale Below NAV			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			—


	Prior to Sale Below NAV		50% Participation						150% Participation
	Prior to Sale Below NAV		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).


	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
	Prior to Sale Below NAV		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.

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.

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


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


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


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


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


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


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


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

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

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

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