UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s Telephone Number, Including Area Code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of February 8, 2023 was
PENNANTPARK FLOATING RATE CAPITAL LTD.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
r
2
PART I—CONSOLIDATED FINANCIAL INFORMATION
We are filing this Quarterly Report on Form 10-Q, or the Report, in compliance with Rule 13a-13 as promulgated by the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In this Report, except where the context suggests otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Floating Rate Capital Ltd. and its wholly-owned consolidated subsidiaries; “Funding I” refers to PennantPark Floating Rate Funding I, LLC; “Taxable Subsidiary” refers to PFLT Investment Holdings, LLC; “PSSL” refers to PennantPark Senior Secured Loan Fund I LLC, an unconsolidated joint venture; “PTSF” refers to PennantPark-TSO Senior Loan Fund, LP, an unconsolidated limited partnership; “PennantPark Investment Advisers” or “Investment Adviser” refer to PennantPark Investment Advisers, LLC; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “2023 Notes” refers to our 4.3% Series A notes due 2023; “2026 Notes” refers to our 4.25% Notes due 2026; “1940 Act” refers to the Investment Company Act of 1940, as amended; “SBCAA” refers to the Small Business Credit Availability Act; “Code” refers to the Internal Revenue Code of 1986, as amended; “RIC” refers to a regulated investment company under the Code; “BDC” refers to a business development company under the 1940 Act; “Prior Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended and restated with Truist Bank (formerly SunTrust Bank) and other lenders, originally entered into on June 23, 2011 and terminated on August 12, 2021; “Credit Facility” refers to our multi-currency senior secured revolving credit facility, as amended from time to time, with Truist Bank and other lenders, or the “Lenders,” entered into on August 12, 2021; “Securitization Issuer” refers to PennantPark CLO I, Ltd.; “Securitization Issuers” refers to the Securitization Issuer and PennantPark CLO I, LLC; “Debt Securitization” refers to the $301.4 million term debt securitization completed by the Securitization Issuers; “2031 Asset-Backed Debt” refers to (i) the issuance of the Class A-1 Senior Secured Floating Rate Notes due 2031, the Class A-2 Senior Secured Fixed Rate Notes due 2031, the Class B-1 Senior Secured Floating Rate Notes due 2031, the Class B-2 Senior Secured Fixed Rate Notes due 2031, the Class C-1 Secured Deferrable Floating Rate Notes due 2031, the Class C-2 Notes Secured Deferrable Fixed Rate Notes due 2031, and the Class D Secured Deferrable Floating Notes due 2031 and (ii) the borrowing of the Class A‑1 Senior Secured Floating Rate Notes due 2031 by the Securitization Issuers in connection with the Debt Securitization; and “Depositor” refers to PennantPark CLO I Depositor, LLC. References to our portfolio, our investments, our multi-currency, senior secured revolving credit facility, as amended and restated, or the Credit Facility, and our business include investments we make through our subsidiaries.
3
Item 1. Consolidated Financial Statements
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)
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December 31, 2022 |
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September 30, 2022 |
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(unaudited) |
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Assets |
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Investments at fair value |
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Non-controlled, non-affiliated investments (cost— $ |
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$ |
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$ |
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Controlled, affiliated investments (cost— $ |
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Total investments (cost— $ |
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Cash and cash equivalents (cost—$ |
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Interest receivable |
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Receivable for investments sold |
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Distributions receivable |
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— |
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Prepaid expenses and other assets |
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Total assets |
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Liabilities |
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Distributions payable |
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Payable for investments purchased |
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— |
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Credit Facility payable, at fair value (cost—$ |
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2023 Notes payable, at fair value (par—$ |
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2026 Notes payable, net (par—$ |
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2031 Asset-Backed Debt, net (par—$ |
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Interest payable on debt |
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Base management fee payable (See Note 3) |
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Performance-based incentive fee payable (See Note 3) |
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Deferred tax liability |
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Accrued other expenses |
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Total liabilities |
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(See Note 11) |
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Net assets |
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Common stock, |
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Paid-in capital in excess of par value |
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Accumulated deficit |
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Total net assets |
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$ |
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$ |
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Total liabilities and net assets |
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$ |
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$ |
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Net asset value per share |
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$ |
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$ |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
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Three Months Ended December 31, |
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2022 |
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2021 |
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Investment income: |
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From non-controlled, non-affiliated investments: |
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Interest |
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$ |
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$ |
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Dividend |
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Other income |
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From non-controlled, affiliated investments: |
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Interest |
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— |
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Other income |
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— |
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— |
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From controlled, affiliated investments: |
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Interest |
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Dividend |
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Other Income |
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— |
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— |
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Total investment income |
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Expenses: |
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Base management fee (See Note 3) |
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Performance-based incentive fee (See Note 3) |
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Interest and expenses on debt (See Note 10) |
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Administrative services expenses (See Note 3) |
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Other general and administrative expenses |
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Expenses before provision for taxes |
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Provision for taxes on net investment income |
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Total expenses |
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Net investment income |
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Realized and unrealized gain (loss) on investments and debt: |
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Net realized gain (loss) on: |
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Non-controlled, non-affiliated investments |
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Non-controlled and controlled, affiliated investments |
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— |
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Net realized gain (loss) on investments |
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Net change in unrealized appreciation (depreciation) on: |
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Non-controlled, non-affiliated investments |
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Controlled and non-controlled, affiliated investments |
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Provision for taxes on unrealized appreciation (depreciation) on investments |
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Debt (appreciation) depreciation (See Note 5 and 10) |
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Net change in unrealized appreciation (depreciation) on investments and debt |
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Net realized and unrealized gain (loss) from investments and debt |
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Net increase (decrease) in net assets resulting from operations |
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$ |
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$ |
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Net increase (decrease) in net assets resulting from operations per common share (See Note 7) |
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$ |
( |
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$ |
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Net investment income per common share |
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$ |
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$ |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share issue data)
(Unaudited)
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Three Months Ended December 31, |
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2022 |
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2021 |
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Net increase (decrease) in net assets from operations: |
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Net investment income |
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$ |
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$ |
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Net realized gain on investments |
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Net change in unrealized depreciation on investments |
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( |
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( |
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Net change in provision for taxes on unrealized appreciation (depreciation) on investments |
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( |
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( |
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Net change in unrealized depreciation on debt |
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Net increase (decrease) in net assets resulting from operations |
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( |
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Distributions to stockholders: |
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Distribution of net investment income |
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( |
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( |
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Total distributions to stockholders |
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Capital transactions |
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Public offering (See Note 1) |
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Offering costs |
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Net increase in net assets resulting from capital transactions |
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Net increase (decrease) in net assets |
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( |
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Net assets: |
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Beginning of period |
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End of period |
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$ |
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$ |
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Capital share activity: |
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Shares issued from public offering |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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Three months ended December 31, |
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2022 |
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2021 |
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Cash flows from operating activities: |
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Net increase (decrease) in net assets resulting from operations |
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$ |
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$ |
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Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash |
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Net change in unrealized depreciation on investments |
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Net change in unrealized depreciation on debt |
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( |
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( |
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Net realized loss on investments |
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( |
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( |
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Net accretion of discount and amortization of premium |
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( |
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( |
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Purchases of investments |
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( |
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( |
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Payment-in-kind interest |
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( |
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( |
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Proceeds from dispositions of investments |
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Accretion (amortization) of deferred financing costs |
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(Increase) or Decrease in: |
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Interest receivable |
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( |
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( |
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Distribution receivable |
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( |
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— |
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Receivable for investments sold |
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( |
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Prepaid expenses and other assets |
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( |
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( |
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Increase or (Decrease) in: |
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Payable for investments purchased |
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( |
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Interest payable on debt |
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( |
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( |
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Base management fee payable |
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( |
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Performance-based incentive fee payable |
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Deferred tax liability |
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Accrued other expenses |
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( |
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Net cash provided by (used in) operating activities |
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( |
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Cash flows from financing activities: |
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Proceeds from public offering |
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Offering costs |
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( |
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( |
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Distributions paid to stockholders |
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( |
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( |
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Repayment of 2023 notes payable (See Notes 5 and 10) |
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( |
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( |
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Proceeds from 2026 notes issuance (See Notes 5 and 10) |
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— |
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Borrowings under Credit Facility (See Notes 5 and 10) |
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Repayments under Credit Facility (See Notes 5 and 10) |
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— |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Net increase (decrease) in cash and cash equivalents |
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Effect of exchange rate changes on cash |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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Supplemental disclosures: |
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Interest paid |
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$ |
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$ |
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Taxes paid |
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$ |
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$ |
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
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Maturity |
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Industry |
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Current |
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Basis Point |
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Par / |
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Cost |
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Fair Value (2) |
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Investments in Non-Controlled, Non-Affiliated Portfolio Companies— |
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First Lien Secured Debt— |
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A1 Garage Merger Sub, LLC |
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% |
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$ |
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$ |
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A1 Garage Merger Sub, LLC - Unfunded Term Loan |
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— |
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— |
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— |
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— |
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A1 Garage Merger Sub, LLC LLC (Revolver) (7), (9) |
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— |
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— |
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— |
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— |
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Ad.net Acquisition, LLC |
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% |
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Ad.net Acquisition, LLC (Revolver) (7) |
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% |
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Ad.net Acquisition, LLC (Revolver) (7), (9) |
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— |
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— |
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— |
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( |
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Altamira Technologies, LLC |
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% |
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Altamira Technologies, LLC (Revolver) (7) |
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% |
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Altamira Technologies, LLC (Revolver) (7), (9) |
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— |
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— |
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— |
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( |
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American Insulated Glass, LLC |
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% |
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American Teleconferencing Services, Ltd.(7) |
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(6) |
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— |
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American Teleconferencing Services, Ltd. (Revolver) (7) |
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(6) |
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— |
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Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
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% |
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Anteriad, LLC (f/k/a MeritDirect, LLC) |
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% |
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Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (7), (9) |
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— |
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— |
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— |
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— |
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Any Hour Services |
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% |
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Any Hour Services (Revolver) (7) |
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% |
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Any Hour Services (Revolver) (7), (9) |
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— |
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— |
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— |
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( |
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Apex Service Partners, LLC |
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% |
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|
|
|
||||||||
Apex Service Partners, LLC Term Loan B |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC Term Loan C |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
API Holding III Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC (Unfunded Term Loan) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Applied Technical Services, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Arcfield Acquisition Corp. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Beta Plus Technologies, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. |
|
|
|
|
% |
|
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|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. (7),(9) |
|
|
|
|
— |
|
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|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Blackhawk Industrial Distribution, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
By Light Professional IT Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
By Light Professional IT Services, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
By Light Professional IT Services, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Cadence Aerospace, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cartessa Aesthetics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC (Revolver) (7)(9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
||||
CF512, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
CF512, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
CF512, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
CHA Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Challenger Performance Optimization, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Compex Legal Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Connatix Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Connatix Buyer, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Connatix Buyer, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Crane 1 Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Dr. Squatch, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
DRS Holdings III, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
DRS Holdings III, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Duraco Specialty Tapes LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECL Entertainment, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
eCommission Financial Services, Inc. (10) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
eCommission Financial Services, Inc. (Revolver) (7), (9), (10) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
EDS Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
EDS Buyer, LLC - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
EDS Buyer, LLC. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Efficient Collaborative Retail Marketing Company, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Exigo Intermediate II, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Findex Group Limited (5)(10)(11) |
|
|
|
|
% |
|
|
|
|
AUD |
|
|
|
|
|
|
|
|||||||
Gantech Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Global Holdings InterCo LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
DECEMBER 31, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
Graffiti Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
Graffiti Buyer, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Graffiti Buyer, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Graffiti Buyer, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Hancock Roofing and Construction L.L.C. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hancock Roofing and Construction L.L.C. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hancock Roofing and Construction L.L.C. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Holdco Sands Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holdco Sands Intermediate, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
HW Holdco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HW Holdco, LLC (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
HW Holdco, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
IDC Infusion Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IDC Infusion Services, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
IG Investments Holdings, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IG Investments Holdings, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IG Investments Holdings, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Imagine Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Imagine Acquisitionco, LLC (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Imagine Acquisitionco, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Inception Fertility Ventures, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Infinity Home Services Holdco, Inc. - Unfunded Term Loan |
|
|
|
|
% |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|||||
Infinity Home Services Holdco, Inc. (Revolver) (9) |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Infolinks Media Buyco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Infolinks Media Buyco, LLC (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Integrative Nutrition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Integrative Nutrition, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Integrity Marketing Acquisition, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
K2 Pure Solutions NoCal, L.P. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Kinetic Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kinetic Purchaser, LLC - (Revolver) (9) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
LAV Gear Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LAV Gear Holdings, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ledge Lounger, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ledge Lounger, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ledge Lounger, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Lightspeed Buyer Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) (7) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Lucky Bucks, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MAG DS Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. (Revolver)(7)(9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
MBS Holdings, Inc. (Revolver)(7)(9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
MDI Buyer, Inc. - Unfunded Term Loan |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MDI Buyer, inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MDI Buyer, inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Meadowlark Acquirer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Meadowlark Acquirer, LLC - Term Loan I (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Meadowlark Acquirer, LLC - Term Loan II (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Meadowlark Acquirer, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Mission Critical Electronics, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mission Critical Electronics, Inc. (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
- |
|
||||
Mission Critical Electronics, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mission Critical Electronics, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Municipal Emergency Services, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Municipal Emergency Services, Inc. - Unfunded Term Loan A |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Municipal Emergency Services, Inc. - Unfunded Term Loan B |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Municipal Emergency Services, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
NBH Group LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
One Stop Mailing, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Output Services Group, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Owl Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
PL Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
PL Acquisitionco, LLC - (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
PlayPower, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
DECEMBER 31, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
PRA Events, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pragmatic Institute, LLC - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Pragmatic Institute, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pragmatic Institute, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Quantic Electronics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|||
Quantic Electronics, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Questex, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Questex, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Rancho Health MSO, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rancho Health MSO, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Recteq, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recteq, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Research Now Group, Inc. and Dynata, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpoint Medical, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpoint Medical, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Riverside Assessments, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Benchmark Index LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Benchmark Index LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Sargent & Greenleaf Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sargent & Greenleaf Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sargent & Greenleaf Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Schlesinger Global, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schlesinger Global, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schlesinger Global, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Seaway Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sigma Defense Systems, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sigma Defense Systems, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sigma Defense Systems, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Signature Systems Holding Company |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Signature Systems Holding Company (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Smile Brands Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Smile Brands Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Smile Brands Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Smile Brands Inc. LC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Solutionreach, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Solutionreach, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spendmend Holdings LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Spendmend Holdings LLC (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spendmend Holdings LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Spendmend Holdings LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
STV Group Incorporated |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
System Planning and Analysis, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
System Planning and Analysis, Inc. (Revolver) |
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||||
Teneo Holdings LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Aegis Technologies Group, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Bluebird Group LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Bluebird Group LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||||
The Infosoft Group, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Vertex Companies, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Vertex Companies, LLC (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
The Vertex Companies, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Vertex Companies, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
TPC Canada Parent, Inc. and TPC US Parent, LLC (5), (10) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
TVC Enterprises, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
TVC Enterprises, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
TWS Acquisition Corporation |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
TWS Acquisition Corporation (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Tyto Athene, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tyto Athene, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
UBEO, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
UBEO, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Unique Indoor Comfort, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unique Indoor Comfort, LLC Term Loan (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Unique Indoor Comfort, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Walker Edison Furniture Company LLC (6) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wildcat Buyerco, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wildcat Buyerco, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wildcat Buyerco, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Zips Car Wash, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Second Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mailsouth Inc. (7) |
|
|
|
|
% |
(6) |
|
|
|
|
|
|
|
|
|
|
- |
|
||||||
QuantiTech LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
DECEMBER 31, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Preferred Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Imagine Topco, LP |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ORL Holdco, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
TWD Parent Holdings, LLC (The Vertex Companies, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
UniTek Global Services, Inc. - |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
Super Senior Preferred Equity (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
UniTek Global Services, Inc. - Senior Preferred Equity (7) |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity/Warrants— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
A1 Garage Equity, LLC (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Affinion Group Holdings, Inc. (Warrants)(7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
AG Investco LP (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AG Investco LP (7), (8), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Altamira Intermediate Company II, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Athletico Holdings, LLC (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Burgess Point Holdings, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
By Light Investco LP (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
By Light Investco LP (7), (8), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cartessa Aesthetics, LLC (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(PRA Events, Inc.) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Connatix Parent, LLC (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Crane 1 Acquisition Parent Holdings, L.P. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (8),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
ECM Investors, LLC (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
eCommission Holding Corporation (7), (10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
EDS Topco, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Exigo, LLC (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Express Wash Topco, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
FedHC InvestCo LP (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
FedHC InvestCo LP (7),(8),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Gauge InfosoftCoInvest, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(The Infosoft Group, LLC) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Gauge Lash Coinvest LLC (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Gauge Schlesinger Coinvest LLC (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Gauge TVC Coinvest, LLC (TVC Enterprises, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
GCOM InvestCo LP (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Go Dawgs Capital III, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(American Insulated Glass, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Hancock Claims Consultants Investors, LLC (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
HV Watterson Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Icon Partners V C, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Icon Partners V C, L.P. (7), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
IIN Group Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
(Integrative Nutrition, LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Imagine Topco, LP (Common) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
IHS Parent Holdngs, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Ironclad Holdco, LLC (Applied Technical Services, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ITC Infusion Co-invest, LP (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ITC Rumba, LLC (Cano Health, LLC) (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
JWC-WE Holdings, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
(Walker Edison Furniture Company LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kinetic Purchaser, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
KL Stockton Co-Invest LP (Any Hour Services) (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Kentucky Racing Holdco, LLC (Warrants) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Lightspeed Investment Holdco LLC (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
MDI Aggregator, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Meadowlark Title, LLC (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
MSpark, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
Municipal Emergency Services, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NEPRT Parent Holdings, LLC (Recteq, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
North Haven Saints Equity Holdings, LP (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
OceanSound Discovery Equity, LP (Holdco Sands Intermediate, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
OHCP V BC COI, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
OHCP V BC COI, L.P. (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
ORL Holdco, Inc. (7)(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
PennantPark-TSO Senior Loan Fund, LP (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Pink Lily Holdco, LLC (PL Acquisitions, LLC) (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
DECEMBER 31, 2022
(in thousands, except share data)
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Pragmatic Institute, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Quad (U.S.) Co-Invest, L.P. |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
QuantiTech InvestCo LP (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
QuantiTech InvestCo LP (7), (8), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
QuantiTech InvestCo II LP (7), (8), |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
RFMG Parent, LP (Rancho Health MSO, Inc.) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SBI Holdings Investments LLC (Sales Benchmark Index LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Seaway Topco, LP (8) |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SP L2 Holdings, LLC (Ledge Lounger, Inc.) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SSC Dominion Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Class A (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SSC Dominion Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Class B (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
StellPen Holdings, LLC (CF512, Inc.) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
TAC LifePort Holdings, LLC (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Tower Arch Infolinks Media, LP (Infolinks Media Buyco, LLC) (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Tower Arch Infolinks Media, LP (Infolinks Media Buyco, LLC)(8) (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
TPC Holding Company, LP (5),(7),(8),(10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
TWD Parent Holdings, LLC (The Vertex Companies, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
UniTek Global Services, Inc. (Warrants) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
UniVista Insurance (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP IvyRehab QP CF Feeder, LP (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP IvyRehab QP CF Feeder, LP (8),(9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Wildcat Parent, LP (Wildcat Buyerco, Inc.) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Common Equity/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investments in Controlled, Affiliated Portfolio Companies— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
First Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace Events, LLC - Super Priority First Lien Term Loan (7) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace Events, LLC - Super Priority First Lien (7), (9) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Marketplace Events, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity Interests—9.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC (Marketplace Events, LLC) (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Investments— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BNY Mellon Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Liabilities in Excess of Other Assets—( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net Assets— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
—————
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
September 30, 2022
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
Investments in Non-Controlled, Non-Affiliated Portfolio Companies— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ad.net Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
Ad.net Acquisition, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Altamira Technologies, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Altamira Technologies, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Altamira Technologies, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
American Insulated Glass, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
American Teleconferencing Services, Ltd.(7) |
|
|
|
|
(6) |
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
American Teleconferencing Services, Ltd. (Revolver) (7) |
|
|
|
|
(6) |
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Any Hour Services |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Any Hour Services (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Apex Service Partners, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC Term Loan B |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC Term Loan C |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Apex Service Partners, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
API Holding III Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC (Unfunded Term Loan) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Applied Technical Services, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Applied Technical Services, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Arcfield Acquisition Corp. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Beta Plus Technologies, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. (7),(9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Blackhawk Industrial Distribution, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Blackhawk Industrial Distribution, Inc. (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
By Light Professional IT Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
By Light Professional IT Services, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
By Light Professional IT Services, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Cadence Aerospace, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cartessa Aesthetics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cartessa Aesthetics, LLC (Revolver) (7)(9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
||||
CF512, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
CF512, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
CF512, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
CHA Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Challenger Performance Optimization, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Compex Legal Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Compex Legal Services, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Connatix Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Connatix Buyer, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Connatix Buyer, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Crane 1 Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Crane 1 Services, Inc. (Revolver) (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Douglas Products and Packaging Company LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Douglas Products and Packaging Company LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Douglas Products and Packaging Company LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Douglas Sewer Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dr. Squatch, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
DRS Holdings III, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
DRS Holdings III, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Duraco Specialty Tapes LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECL Entertainment, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ECM Industries, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
eCommission Financial Services, Inc. (10) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
eCommission Financial Services, Inc. (Revolver) (7), (10) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
eCommission Financial Services, Inc. (Revolver) (7), (9), (10) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Efficient Collaborative Retail Marketing Company, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Exigo Intermediate II, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Exigo Intermediate II, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Findex Group Limited (5)(10)(11) |
|
|
|
|
% |
|
|
|
|
AUD |
|
|
|
|
|
|
|
|||||||
Gantech Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gantech Acquisition Corp. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Global Holdings InterCo LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2022
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
Graffiti Buyer, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
- |
|
|
$ |
( |
) |
|||
Graffiti Buyer, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Graffiti Buyer, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Hancock Roofing and Construction L.L.C. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hancock Roofing and Construction L.L.C. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Hancock Roofing and Construction L.L.C. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hancock Roofing and Construction L.L.C. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Holdco Sands Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Holdco Sands Intermediate, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HW Holdco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
HW Holdco, LLC (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
HW Holdco, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
IDC Infusion Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IDC Infusion Services, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
IG Investments Holdings, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
IG Investments Holdings, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Imagine Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Imagine Acquisitionco, LLC (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Imagine Acquisitionco, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Inception Fertility Ventures, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Infolinks Media Buyco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Infolinks Media Buyco, LLC (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Integrative Nutrition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Integrative Nutrition, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Integrity Marketing Acquisition, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ITI Holdings, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
K2 Pure Solutions NoCal, L.P. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Kinetic Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Kinetic Purchaser, LLC - (Revolver) (9) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lash OpCo, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
LAV Gear Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
LAV Gear Holdings, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ledge Lounger, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ledge Lounger, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Lightspeed Buyer Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lightspeed Buyer Inc. (Revolver) (7) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Lucky Bucks, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
MAG DS Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mars Acquisition Holdings Corp. (Revolver)(7)(9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MBS Holdings, Inc. (Revolver)(7)(9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MDI Buyer, Inc. - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
MDI Buyer, inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Meadowlark Acquirer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Meadowlark Acquirer, LLC - Term Loan I (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Meadowlark Acquirer, LLC - Term Loan II (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Meadowlark Acquirer, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Mission Critical Electronics, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mission Critical Electronics, Inc. (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Mission Critical Electronics, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mission Critical Electronics, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Municipal Emergency Services, Inc. (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Municipal Emergency Services, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
NBH Group LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
OIS Management Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
OIS Management Services, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
One Stop Mailing, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
ORL Acquisition, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Output Services Group, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Owl Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ox Two, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
PL Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
PL Acquisitionco, LLC - (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Plant Health Intermediate, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
PlayPower, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2022
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
|||||
PRA Events, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pragmatic Institute, LLC - Unfunded Term Loan |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Pragmatic Institute, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Pragmatic Institute, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Quantic Electronics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Quantic Electronics, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Questex, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Questex, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Rancho Health MSO, Inc. (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rancho Health MSO, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Recteq, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recteq, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Recteq, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Research Now Group, Inc. and Dynata, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpoint Medical, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Riverpoint Medical, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Riverside Assessments, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Benchmark Index LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Benchmark Index LLC (Revolver) (7), (9) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Sargent & Greenleaf Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sargent & Greenleaf Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sargent & Greenleaf Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|||
Schlesinger Global, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schlesinger Global, Inc. (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Schlesinger Global, Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Seaway Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sigma Defense Systems, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
10,742 |
|
|
|
|
|||||||
Sigma Defense Systems, LLC (Revolver) (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sigma Defense Systems, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Signature Systems Holding Company |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Signature Systems Holding Company (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Smile Brands Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Smile Brands Inc. (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Smile Brands Inc. LC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Solutionreach, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Solutionreach, Inc. (Revolver) (7), (9) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spear Education, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Spendmend Holdings LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Spendmend Holdings LLC (9) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
Spendmend Holdings LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Spendmend Holdings LLC (Revolver) (9) |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||||
STV Group Incorporated |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
System Planning and Analysis, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
System Planning and Analysis, Inc. (Revolver) |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||||
Teneo Holdings LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Aegis Technologies Group, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Bluebird Group LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Bluebird Group LLC (Revolver) (7), (9) |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||||
The Infosoft Group, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Vertex Companies, LLC (7) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Vertex Companies, LLC (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
The Vertex Companies, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
The Vertex Companies, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
TPC Canada Parent, Inc. and TPC US Parent, LLC (5), (10) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
TVC Enterprises, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
TVC Enterprises, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
TWS Acquisition Corporation |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
TWS Acquisition Corporation (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Tyto Athene, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tyto Athene, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
UBEO, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
UBEO, LLC (Revolver) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
UBEO, LLC (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Unique Indoor Comfort, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unique Indoor Comfort, LLC Term Loan (7) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Unique Indoor Comfort, LLC (Revolver) (7), (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Walker Edison Furniture Company LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wildcat Buyerco, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Wildcat Buyerco, Inc. (Revolver) (9) |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|||
Zips Car Wash, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Second Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mailsouth Inc. (7) |
|
|
|
|
% |
(6) |
|
— |
|
|
|
|
|
|
|
|
|
- |
|
|||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
QuantiTech LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2022
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Preferred Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
|
|
$ |
|
||||
Imagine Topco, LP |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ORL Holdco, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
TWD Parent Holdings, LLC (The Vertex Companies, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
UniTek Global Services, Inc. - |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
Super Senior Preferred Equity (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
UniTek Global Services, Inc. - Senior Preferred Equity (7) |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
|
|
% |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||||
Total Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common Equity/Warrants— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ad.net Holdings, Inc. (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Affinion Group Holdings, Inc. (Warrants)(7) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||||
AG Investco LP (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
AG Investco LP (7), (8), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Altamira Intermediate Company II, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Athletico Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Burgess Point Holdings, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
By Light Investco LP (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
By Light Investco LP (7), (8), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Cartessa Aesthetics, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
CI (Allied) Investment Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
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|
||||
(PRA Events, Inc.) (7), (8) |
|
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|
||||||
Connatix Parent, LLC (7) |
|
|
— |
|
|
|
|
— |
|
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|
— |
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|
|
|
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|
||||
Crane 1 Acquisition Parent Holdings, L.P. (7) |
|
|
— |
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|
|
— |
|
|
|
— |
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|
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|
||||
Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (8) |
|
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— |
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|
— |
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|
|
— |
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|
||||
Delta InvestCo LP (Sigma Defense Systems, LLC) (7), (8),(9) |
|
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— |
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|
|
— |
|
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|
— |
|
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|
— |
|
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|
— |
|
||
ECM Investors, LLC (7), (8) |
|
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— |
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|
— |
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— |
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|
||||
eCommission Holding Corporation (7), (10) |
|
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— |
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— |
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|
— |
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|
||||
Exigo, LLC |
|
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— |
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— |
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— |
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|
||||
Express Wash Topco, LLC |
|
|
— |
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|
|
— |
|
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|
— |
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|
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|
||||
FedHC InvestCo LP (7),(8) |
|
|
— |
|
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|
|
— |
|
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|
— |
|
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|
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|
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|
||||
FedHC InvestCo LP (7),(8),(9) |
|
|
— |
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|
— |
|
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|
— |
|
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|
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|
— |
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|
|
— |
|
||
Gauge InfosoftCoInvest, LLC |
|
|
— |
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|
|
— |
|
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|
— |
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|
||||
(The Infosoft Group, LLC) (7) |
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|
||||||
Gauge Lash Coinvest LLC (7) |
|
|
— |
|
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|
|
— |
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|
— |
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|
|
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|
||||
Gauge Schlesinger Coinvest LLC (7) |
|
|
— |
|
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|
|
— |
|
|
|
— |
|
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|
|
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|
||||
Gauge TVC Coinvest, LLC (TVC Enterprises, LLC) (7) |
|
|
— |
|
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|
|
— |
|
|
|
— |
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|
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|
|
— |
|
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|
|||
GCOM InvestCo LP (7),(8) |
|
|
— |
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|
|
— |
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|
— |
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|
||||
Go Dawgs Capital III, LP |
|
|
— |
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|
— |
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|
— |
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|
||||
(American Insulated Glass, LLC) (7), (8) |
|
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|
||||||
Hancock Claims Consultants Investors, LLC (7), (8) |
|
|
— |
|
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|
|
— |
|
|
|
— |
|
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|
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|
||||
HV Watterson Holdings, LLC |
|
|
— |
|
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|
|
— |
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|
— |
|
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|
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|
||||
Icon Partners V C, L.P. |
|
|
— |
|
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|
|
— |
|
|
|
— |
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|
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|
||||
Icon Partners V C, L.P. (7), (9) |
|
|
— |
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|
— |
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|
— |
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|
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|
|
— |
|
|
|
— |
|
||
IIN Group Holdings, LLC |
|
|
— |
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|
|
— |
|
|
|
— |
|
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|
||||
(Integrative Nutrition, LLC) (7), (8) |
|
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|
||||||
Imagine Topco, LP (Common) |
|
|
— |
|
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|
|
— |
|
|
|
— |
|
|
|
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|
|
— |
|
|
|
— |
|
||
Ironclad Holdco, LLC (Applied Technical Services, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
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|
||||
ITC Infusion Co-invest, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ITC Rumba, LLC (Cano Health, LLC) (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
JWC-WE Holdings, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
(Walker Edison Furniture Company LLC) (7), (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Kinetic Purchaser, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
KL Stockton Co-Invest LP (Any Hour Services) (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Kentucky Racing Holdco, LLC (Warrants) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Lightspeed Investment Holdco LLC (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Mars Intermediate Holdings II, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
MDI Aggregator, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Meadowlark Title, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
MSpark, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
Municipal Emergency Services, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NEPRT Parent Holdings, LLC (Recteq, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
North Haven Saints Equity Holdings, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
NXOF Holdings, Inc. (Tyto Athene, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
OceanSound Discovery Equity, LP (Holdco Sands Intermediate, LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
OHCP V BC COI, L.P. |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
OHCP V BC COI, L.P. (8) (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
||
Oral Surgery (ITC) Holdings, LLC (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
ORL Holdco, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
PennantPark-TSO Senior Loan Fund, LP (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Pink Lily Holdco, LLC (PL Acquisitions, LLC) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
September 30, 2022
(in thousands, except share data)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Pragmatic Institute, LLC ( |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
|
|
$ |
|
||||
QuantiTech InvestCo LP (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
QuantiTech InvestCo LP (7), (8), (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
QuantiTech InvestCo II LP (7), (8), |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
RFMG Parent, LP (Rancho Health MSO, Inc.) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SBI Holdings Investments LLC (Sales Benchmark Index LLC) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Seaway Topco, LP |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Signature CR Intermediate Holdco, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
SP L2 Holdings, LLC (Ledge Lounger, Inc.) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
SSC Dominion Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Class A (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SSC Dominion Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Class B (US Dominion, Inc.) (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
StellPen Holdings, LLC (CF512, Inc.) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
TAC LifePort Holdings, LLC (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Tower Arch Infolinks Media, LP (Infolinks Media Buyco, LLC) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Tower Arch Infolinks Media, LP (Infolinks Media Buyco, LLC)(8) (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
TPC Holding Company, LP (5), (7), (10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
TWD Parent Holdings, LLC (The Vertex Companies, LLC) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|||
UniTek Global Services, Inc. (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
UniTek Global Services, Inc. (Warrants) (7) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
UniVista Insurance (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP IvyRehab QP CF Feeder, LP |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
WCP IvyRehab QP CF Feeder, LP (9) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Wildcat Parent, LP (Wildcat Buyerco, Inc.) (7), (8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Common Equity/Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Investments in Controlled, Affiliated Portfolio Companies— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
First Lien Secured Debt— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace Events, LLC - Super Priority First Lien Term Loan (7) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Marketplace Events, LLC - Super Priority First Lien (7), (9) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
Marketplace Events, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity Interests— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC (Marketplace Events, LLC) (7),(8) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
PennantPark Senior Secured Loan Fund I LLC (7), (9), (10) |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments in Controlled, Affiliated Portfolio Companies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Investments— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
BNY Mellon Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments and Cash Equivalents— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Liabilities in Excess of Other Assets—( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Net Assets— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022
(Unaudited)
1. ORGANIZATION
PennantPark Floating Rate Capital Ltd. was organized as a Maryland corporation in October 2010. We are a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022.
Our investment objectives are to generate both current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objective by investing primarily in floating rate loans, and other investments made to U.S. middle-market private companies whose debt is rated below investment grade. Floating rate loans pay interest at variable rates, which are determined periodically, on the basis of a floating base lending rate such as LIBOR, with or without a floor, plus a fixed spread. Under normal market conditions, we generally expect that at least
We have entered into an investment management agreement, or the Investment Management Agreement, with the Investment Adviser, an external adviser that manages our day-to-day operations. We have also entered into an administration agreement, or the Administration Agreement, with the Administrator, which provides the administrative services necessary for us to operate.
Funding I, our wholly-owned subsidiary and a special purpose entity, was organized in Delaware as a limited liability company in May 2011. We formed Funding I in order to establish the Credit Facility. The Investment Adviser serves as the collateral manager to Funding I and has irrevocably directed that any management fee owed with respect to such services is to be paid to us so long as the Investment Adviser remains the collateral manager. This arrangement does not increase our consolidated management fee. The Credit Facility allows Funding I to borrow up to $
We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are subject to tax as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
In May 2017, we and a subsidiary of Kemper Corporation (NYSE: KMPR), Trinity Universal Insurance Company, or Kemper, formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. See Note 4.
In November 2017, we issued $
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt is secured by a diversified portfolio of the Securitization Issuer consisting primarily of middle market loans and participation interests in middle market loans. The 2031 Asset-Backed Debt is scheduled to mature on October 15, 2031. On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by certain of our wholly-owned subsidiaries, the Securitization Issuer transferred to us
In April 2021, we formed PennantPark-TSO Senior Loan Fund LP ("PTSF"), an unconsolidated limited partnership, organized as a Delaware limited liability partnership. We sold $
On August 20, 2021, we entered into equity distribution agreements (together, the “Equity Distribution Agreements”) with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents, in connection with the sale of shares of our common stock, par value $
During the three months ended December 31, 2022, we issued
Since inception of the ATM Program through December 31, 2022, we have issued
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act of 1936, as amended, or the Commodity Exchange Act, and therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements, in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies, and any other parameters used in determining these estimates and assumptions could cause actual results to differ from these estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
Our significant accounting policies consistently applied are as follows:
(a) Investment Valuations
We expect that there may not be readily available market values for many of the investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that the board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
(b) Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade-date basis. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments, the Credit Facility and the 2023 Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, or OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties earned on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan
20
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC Subtopic 450-30, Gain Contingencies, or ASC 450-30.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. As of December 31, 2022, we had
(c) Income Taxes
We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur material U.S. federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of a federal excise tax, or we may incur taxes through our taxable subsidiaries, including the Taxable Subsidiary. For both the three months ended December 31, 2022 and 2021, we recorded a provision for taxes on net investment income of $
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.
The Taxable Subsidiary (PFLT Investment Holdings, LLC, a second tier wholly-owned subsidiary of the Company), is subject to U.S. federal, state and local corporate income taxes. The income tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.
For the three months ended December 31, 2022 and 2021, the Company recognized a provision for taxes of $
We operate in a manner to maintain our election to be subject to tax as a RIC and to eliminate corporate-level U.S. federal income tax (other than the
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the consolidated financial statements of assets and liabilities to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
(d) Distributions and Capital Transactions
Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by the board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, may be distributed at least annually. The tax attributes for distributions will generally include ordinary income and capital gains but may also include certain tax-qualified dividends and/or a return of capital.
Capital transactions through offerings of our common stock are recorded when issued and offering costs are charged as a reduction of capital upon issuance of our common stock.
(e) Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair value of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
21
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
(f) Consolidation
As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, PennantPark Floating Rate Capital Ltd. will generally not consolidate its investment in a company other than an investment company wholly-owned subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of our taxable subsidiaries, including the Taxable Subsidiary, Funding I and the Securitization Issuer in our Consolidated Financial Statements. We do not consolidate our non-controlling interest in PSSL or PTSF. See further description of our investment in PSSL in Note 4.
(g) Asset Transfers and Servicing
Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities and the Consolidated Schedules of Investments as investments. The creditors of Funding I have received a security interest in all of its assets and such assets are not intended to be available to the creditors of PennantPark Floating Rate Capital Ltd. or any of its affiliates.
In March 2020, the FASB issued Accounting Standards Update, or ASU, No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the year ended September 30, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto.
In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
(a) Investment Management Agreement
The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2023. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of and provides investment advisory services to us. The Investment Adviser serves as the collateral manager to Funding I and has irrevocably directed that any management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager. This arrangement does not increase our consolidated management fee. For providing these services, the Investment Adviser receives a fee from us consisting of two components— a base management fee and an incentive fee.
Base Management Fee
The base management fee is calculated at an annual rate of
Incentive Fee
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with
22
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
PIK interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and equals
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to
(b) Administration Agreement
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of the directors who are not interested persons of us, in February 2023. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. The amount billed by the Administrator may include credits related to its administrative agreement with PSSL. The Administrator also offers, on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the three months ended December 31, 2022 and 2021, we reimbursed the Administrator approximately $
On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or services provided to the Company or portfolio companies by in-house professionals of the Administrator or its affiliates on matters related to potential or actual investments and transactions, including tax structuring and/or due diligence.
(c) Other Related Party Transactions
There were
For the three months ended December 31, 2022 and 2021, we sold $
For the three months ended December 31, 2022 and 2021, we sold
4. INVESTMENTS
Purchases of investments, including PIK interest, for the three months ended December 31, 2022 and 2021 totaled $
23
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Investments and cash and cash equivalents consisted of the following:
($ in thousands) |
|
December 31, 2022 |
|
|
September 30, 2022 |
|
||||||||||
Investment Classification |
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
||||
First lien |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
First lien in PSSL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Second lien |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity interests in PSSL |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total investments and cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets (excluding cash and cash equivalents) in such industries:
Industry Classification |
|
December 31, 2022 (1) |
|
|
September 30, 2022 (1) |
|
||
Media |
|
|
% |
|
|
% |
||
IT Services |
|
|
|
|
|
|
||
Professional Services |
|
|
|
|
|
|
||
Commercial Services & Supplies |
|
|
|
|
|
|
||
Diversified Consumer Services |
|
|
|
|
|
|
||
High Tech Industries |
|
|
|
|
|
|
||
Media: Diversified and Production |
|
|
|
|
|
|
||
Personal Products |
|
|
|
|
|
|
||
Aerospace and Defense |
|
|
|
|
|
|
||
Capital Equipment |
|
|
|
|
|
|
||
Electronic Equipment, Instruments, and Components |
|
|
|
|
|
|
||
Healthcare Technology |
|
|
|
|
|
|
||
Construction and Building |
|
|
|
|
|
|
||
Business Services |
|
|
|
|
|
|
||
Chemicals, Plastics and Rubber |
|
|
|
|
|
|
||
Consumer Services |
|
|
|
|
|
|
||
Distributors |
|
|
|
|
|
|
||
Diversified Financial Services |
|
|
|
|
|
|
||
Healthcare Equipment and Supplies |
|
|
|
|
|
|
||
Healthcare Providers and Services |
|
|
|
|
|
|
||
Insurance |
|
|
|
|
|
|
||
Media: Broadcasting and Subscription |
|
|
|
|
|
|
||
Air Freight and Logistics |
|
|
|
|
|
|
||
Automobiles |
|
|
|
|
|
|
||
Banking, Finance, Insurance & Real Estate |
|
|
|
|
|
|
||
Building Products |
|
|
|
|
|
|
||
Construction & Engineering |
|
|
|
|
|
— |
|
|
Energy Equipment and Services |
|
|
|
|
|
|
||
Financial Services |
|
|
|
|
|
|
||
Food Products |
|
|
|
|
|
|
||
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
||
Leisure Products |
|
|
|
|
|
|
||
Textiles, Apparel and Luxury Goods |
|
|
|
|
|
|
||
Wholesale |
|
|
|
|
|
|
||
All Other |
|
|
|
|
|
|
||
Total |
|
|
% |
|
|
% |
||
PennantPark Senior Secured Loan Fund I LLC
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of December 31, 2022 and September 30, 2022, PSSL had total assets of $
We and Kemper provide capital to PSSL in the form of first lien secured debt and equity interests. As of December 31, 2022 and September 30, 2022, we and Kemper owned
We and Kemper each appointed two members to PSSL’s
24
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Quorum is defined as (i) the presence of two members of the board of directors or investment committee, provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each member.
In May 2022 PSSL entered into a $
In January 2021, PSSL completed a $
Below is a summary of PSSL’s portfolio at fair value:
($ in thousands) |
|
December 31, 2022 |
|
|
September 30, 2022 |
|
||
Total investments |
|
$ |
|
|
$ |
|
||
Weighted average cost yield on income producing investments |
|
|
% |
|
|
% |
||
Number of portfolio companies in PSSL |
|
|
|
|
|
|
||
Largest portfolio company investment |
|
$ |
|
|
$ |
|
||
Total of five largest portfolio company investments |
|
$ |
|
|
$ |
|
||
25
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Below is a listing of PSSL’s individual investments as of December 31, 2022 (Par and $ in thousands):
Issuer Name |
|
Maturity |
|
|
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A1 Garage Merger Sub, LLC |
|
|
|
|
% |
|
|
|
|
|
$ |
|
|
$ |
|
|||||||
Ad.net Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Alpine Acquisition Corp II |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Altamira Technologies, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
American Insulated Glass, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Any Hour Services |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC Term Loan B |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC Term Loan C |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Applied Technical Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Arcfield Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Beta Plus Technologies, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Blackhawk Industrial Distribution, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Burgess Point Purchaser Corporation |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
By Light Professional IT Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Cadence Aerospace, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Cartessa Aesthetics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
CF512, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
CHA Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Challenger Performance Optimization, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Connatix Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Crane 1 Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Dr. Squatch, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
DRI Holding Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
DRS Holdings III, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Duraco Specialty Tapes LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
ECL Entertainment, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
ECM Industries, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Electro Rent Corporation |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Exigo Intermediate II, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Fairbanks Morse Defense |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Gantech Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Global Holdings InterCo LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Graffiti Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Hancock Roofing and Construction L.L.C. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Holdco Sands Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
HW Holdco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Icon Partners III, LP |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
IDC Infusion Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Imagine Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Inception Fertility Ventures, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Infinity Home Services Holdco, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Integrative Nutrition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Integrity Marketing Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
ITI Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
K2 Pure Solutions NoCal, L.P. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Kinetic Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Lash OpCo, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
LAV Gear Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Lightspeed Buyer Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Lucky Bucks, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Magenta Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Marketplace Events, LLC - Super Priority First Lien Term Loan |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||||
Marketplace Events, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Mars Acquisition Holdings Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
MBS Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
MDI Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Meadowlark Acquirer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Mission Critical Electronics, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Municipal Emergency Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
NBH Group LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
New Milani Group LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
One Stop Mailing, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Output Services Group, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Owl Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Ox Two, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
PH Beauty Holdings III, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
PL Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
PlayPower, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Pragmatic Institute, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Quantic Electronics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Quantic Electronics, LLC - Unfunded Term Loan |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
|||||
Reception Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Recteq, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Research Now Group, LLC and Dynata, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
26
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Sales Benchmark Index LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
Sargent & Greenleaf Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Schlesinger Global, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||||
Seaway Buyer, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sigma Defense Systems, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Smile Brands Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Solutionreach, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
STV Group Incorporated |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Summit Behavioral Healthcare, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Team Services Group, LLC |
|
|
|
|
|
% |
|
|
|
|
349 |
|
|
|
334 |
|
|
|
330 |
|
||||||
Teneo Holdings LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Aegis Technologies Group, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Bluebird Group LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Infosoft Group, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Vertex Companies, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TVC Enterprises, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TWS Acquisition Corporation |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tyto Athene, LLC (New Issue) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
UBEO, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unique Indoor Comfort, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Walker Edison Furniture Company LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||||
Wildcat Buyerco, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Zips Car Wash, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventus Power, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity Securities - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments and Cash Equivalents — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Liabilities in Excess of Other Assets — ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Members' Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
27
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Below is a listing of PSSL’s individual investments as of September 30, 2022 (Par and $ in thousands)
Issuer Name |
|
Maturity |
|
|
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
$ |
|
|
$ |
|
|||||||
Alpine Acquisition Corp II |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Altamira Technologies, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
American Insulated Glass, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Any Hour Services |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC Term Loan B |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Apex Service Partners, LLC Term Loan C |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Applied Technical Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Arcfield Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Beta Plus Technologies, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Blackhawk Industrial Distribution, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Broder Bros., Co. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
By Light Professional IT Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Cadence Aerospace, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cartessa Aesthetics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
CF512, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
CHA Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Challenger Performance Optimization, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Connatix Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Crane 1 Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Douglas Products and Packaging Company LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Douglas Sewer Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Dr. Squatch, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
DRI Holding Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
DRS Holdings III, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Duraco Specialty Tapes LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
ECL Entertainment, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
ECM Industries, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Exigo Intermediate II, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Fairbanks Morse Defense |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Gantech Acquisition Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Global Holdings InterCo LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Graffiti Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Hancock Roofing and Construction L.L.C. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Holdco Sands Intermediate, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
HW Holdco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Icon Partners III, LP |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
IDC Infusion Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Imagine Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Inception Fertility Ventures, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Integrative Nutrition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Integrity Marketing Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
ITI Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
K2 Pure Solutions NoCal, L.P. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Kinetic Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Lash OpCo, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
LAV Gear Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lightspeed Buyer Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Lucky Bucks, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Magenta Buyer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Marketplace Events, LLC - Super Priority First Lien Term Loan |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||||
Marketplace Events, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Mars Acquisition Holdings Corp. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
MBS Holdings, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
MDI Buyer, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Meadowlark Acquirer, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Mission Critical Electronics, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Municipal Emergency Services, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
NBH Group LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
New Milani Group LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
OIS Management Services, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
One Stop Mailing, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Output Services Group, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Owl Acquisition, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Ox Two, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
PH Beauty Holdings III, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
PL Acquisitionco, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Plant Health Intermediate, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
PlayPower, Inc. |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Pragmatic Institute, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Quantic Electronics, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Quantic Electronics, LLC - Unfunded Term Loan |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|||||
Reception Purchaser, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Recteq, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
Research Now Group, LLC and Dynata, LLC |
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|||||||
28
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Sales Benchmark Index LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
Sargent & Greenleaf Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Schlesinger Global, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sigma Defense Systems, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Smile Brands Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Solutionreach, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Spendmend Holdings LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
STV Group Incorporated |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Teneo Holdings LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Aegis Technologies Group, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Bluebird Group LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Infosoft Group, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The Vertex Companies, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TVC Enterprises, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
TWS Acquisition Corporation |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tyto Athene, LLC (New Issue) |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
UBEO, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Unique Indoor Comfort, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Walker Edison Furniture Company LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
(PIK |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wildcat Buyerco, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Zips Car Wash, LLC |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Second Lien Secured Debt - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventus Power, Inc. |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Equity Securities - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC |
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total Investments - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash and Cash Equivalents - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments and Cash Equivalents — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||||
Liabilities in Excess of Other Assets — ( |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Members' Equity— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Below are the consolidated statements of assets and liabilities for PSSL ($ in thousands):
|
|
|
|
|
|
|
|
||
|
|
December 31, 2022 |
|
|
|
|
|
||
|
|
(Unaudited) |
|
|
|
September 30, 2022 |
|
||
Assets |
|
|
|
|
|
|
|
||
Investments at fair value (cost—$ |
$ |
|
|
|
$ |
|
|
||
Cash and cash equivalents (cost—$ |
|
|
|
|
|
|
|
||
Interest receivable |
|
|
|
|
|
|
|
||
Receivable for investment sold |
|
|
— |
|
|
|
|
|
|
Prepaid expenses and other assets |
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
||
Credit facility payable |
|
|
|
|
|
|
|
||
2032 Asset-backed debt, net (par—$ |
|
|
|
|
|
|
|
||
Notes payable to members |
|
|
|
|
|
|
|
||
Payable for investments purchased |
|
|
|
|
|
|
|
||
Interest payable on notes to members |
|
|
|
|
|
|
|
||
Interest payable on Credit Facility and asset backed debt |
|
|
|
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
Members' equity |
|
|
|
|
|
|
|
||
Total liabilities and members' equity |
$ |
|
|
|
$ |
|
|
||
29
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Below are the consolidated statements of operations for PSSL ($ in thousands):
|
|
|
Three months ended December 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
Investment income: |
|
|
|
|
|
|
|
||
Interest |
|
|
$ |
|
|
$ |
|
||
Other income |
|
|
|
|
|
|
|
||
Total investment income |
|
|
|
|
|
|
|
||
Expenses: |
|
|
|
|
|
|
|
||
Interest and expense on credit facility and asset-backed debt |
|
|
|
|
|
|
|
||
Interest expense on notes to members |
|
|
|
|
|
|
|
||
Administrative services expenses |
|
|
|
|
|
|
|
||
General and administrative expenses |
|
|
|
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
|
||
Net investment income |
|
|
|
|
|
|
|
||
Realized and unrealized gain (loss) on investments and credit facility foreign currency translation: |
|
|
|
|
|
|
|
||
Net realized gain (loss) on: |
|
|
|
|
|
|
|
||
Investments |
|
|
|
( |
) |
|
|
( |
) |
Credit facility foreign currency translation |
|
|
|
( |
) |
|
|
|
|
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
|
||
Investments |
|
|
|
( |
) |
|
|
( |
) |
Credit facility foreign currency translation |
|
|
|
— |
|
|
|
— |
|
Net change in unrealized appreciation (depreciation) on investments and credit facility foreign currency translations |
|
|
|
( |
) |
|
|
( |
) |
Net realized and unrealized gain (loss) from investments and credit facility foreign currency translations |
|
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in members' equity resulting from operations |
|
|
$ |
( |
) |
|
$ |
|
|
(*) No management or incentive fees are payable by PSSL. If any fees were to be charged, they would be separately disclosed in the Statement of Operations.
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: |
Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
|
Level 2: |
Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
|
Level 3: |
Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2031 Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2026 Notes are classified as Level 2 as they are financial instruments with readily observable market inputs. Our 2023 Notes are classified as Level 1, as they were valued using the closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as floating rate loans, mainly first lien secured debt, but also may include second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.
30
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2026 Notes, our 2031 Asset-Backed Debt and our Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value of an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any investments for which fair value is measured using the net asset value per share as a practical expedient within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that the board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities, discounted for lack of marketability and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an earnings before interest, taxes, depreciation and amortization, or EBITDA, multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA multiple will have the opposite effect.
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes ($ in thousands):
Asset Category |
|
Fair value at December 31, 2022 |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
|
|
Market Comparable |
|
Broker/Dealer bids or quotes |
|
N/A |
|
First lien |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
First lien |
|
|
|
|
Enterprise Market Value |
|
Projected EBITDA multiple |
|
||
Second lien |
|
|
|
|
Market Comparable |
|
Market yield |
|
||
Second lien |
|
|
— |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
|
Equity |
|
|
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
||
Equity |
|
|
|
|
Enterprise Market Value |
|
DLOM(2) |
|
||
Total Level 3 investments |
|
$ |
|
|
|
|
|
|
|
|
Debt Category |
|
|
|
|
|
|
|
|
|
|
Long-Term Credit Facility |
|
$ |
|
|
Market Comparable |
|
Market Yield |
|
||
____________________________________________
Asset Category |
|
Fair value at September 30, 2022 |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range of Input |
|
First lien |
|
$ |
|
|
Market Comparable |
|
Broker/Dealer bids |
|
N/A |
|
First lien |
|
|
|
|
Market Comparable |
|
Market Yield |
|
||
First lien |
|
|
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
||
Second lien |
|
|
|
|
Market Comparable |
|
Market Yield |
|
||
Second lien |
|
|
— |
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
|
Equity |
|
|
|
|
Enterprise Market Value |
|
EBITDA multiple |
|
||
Equity |
|
|
|
|
Enterprise Market Value |
|
DLOM(2) |
|
||
Total Level 3 investments |
|
$ |
|
|
|
|
|
|
|
|
Debt Category |
|
|
|
|
|
|
|
|
|
|
Long-Term Credit Facility |
|
$ |
|
|
Market Comparable |
|
Market Yield |
|
||
31
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
Our investments, cash and cash equivalents, Credit Facility or Prior Credit Facility, as applicable, 2023 Notes, 2026 Notes and 2031 Asset-Backed Debt were categorized as follows in the fair value hierarchy for ASC 820 purposes ($ in thousands):
|
|
Fair Value at December 31, 2022 |
|
|||||||||||||||||
Description |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net |
|
|||||
First lien |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Second lien |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Total investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total investments and cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Credit Facility payable |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
2023 Notes payable |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
2026 Notes payable (2) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
2031 Asset-Backed Debt(2) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
||||
|
|
Fair Value at September 30, 2022 |
|
|||||||||||||||||
Description |
|
Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Measured at Net |
|
|||||
First lien |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
Second lien |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Total investments |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Total investments and cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Credit Facility payable |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
2023 Notes payable |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
2026 Notes payable (2) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
2031 Asset-Backed Debt(2) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total debt |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
||||
The tables below show a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3)
($ in thousands):
|
|
Three months ended December 31, 2022 |
|
|||||||||
Description |
|
First Lien |
|
|
Second lien, |
|
|
Totals |
|
|||
Beginning Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
||||
Net change in unrealized depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
|
|
|
|
|
|
|
|||
Sales, repayments and non-cash exchanges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
within the net change in unrealized |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
32
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
|
|
Three months ended December 31, 2021 |
|
|||||||||
Description |
|
First Lien |
|
|
Second lien, |
|
|
Totals |
|
|||
Beginning Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net realized losses |
|
|
( |
) |
|
|
|
|
|
|
||
Net change in unrealized depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Purchases, PIK interest, net discount accretion and non-cash exchanges |
|
|
|
|
|
|
|
|
|
|||
Sales, repayments and non-cash exchanges |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Net change in unrealized depreciation reported within the net change in unrealized |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
The table below shows a reconciliation of the beginning and ending balances for liabilities recognized at fair value and measured using significant unobservable inputs (Level 3)($ in thousands):
|
|
Three months ended December 31, |
|
|||||
Long-Term Credit Facility |
|
2022 |
|
|
2021 |
|
||
Beginning Balance (cost – $ |
|
$ |
|
|
$ |
|
||
Net change in unrealized (depreciation) appreciation included in earnings |
|
|
|
|
|
|
||
Borrowings |
|
|
|
|
|
|
||
Repayments |
|
|
— |
|
|
|
( |
) |
Transfers in and/or out of Level 3 |
|
|
— |
|
|
|
— |
|
Ending Balance (cost – $ |
|
$ |
|
|
$ |
|
||
As of December 31, 2022, we had outstanding non-U.S. dollar borrowings on our Credit Facility. Net change in fair value from currency translation on outstanding borrowings is listed below ($ in thousands):
Foreign Currency |
|
Amount |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair |
|
||||
Australian Dollar |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
( |
) |
||||
As of September 30, 2022 we had outstanding non-U.S. dollar borrowings on our Credit Facility. Net change in fair value from currency translation on outstanding borrowings is listed below ($ in thousands):
Foreign Currency |
|
Amount |
|
|
Borrowing Cost |
|
|
Current Value |
|
|
Reset Date |
|
Change in Fair |
|
||||
Australian Dollar |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
( |
) |
||||
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to the Credit Facility and the 2023 Notes. We elected to use the fair value option for the Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we did
For the three months ended December 31, 2022 and 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of $
33
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of
Name of Investment |
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Fair Value at September 30, 2022 |
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Gross Additions |
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Sale of/ Distribution from Affiliates |
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Net Change in |
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Fair Value at December 31, 2022 |
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Interest Income |
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Dividend/ |
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Net Realized |
Controlled Affiliates |
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Marketplace Events, LLC |
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$ |
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$ |
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$— |
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$ |
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$ |
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$ |
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$— |
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$— |
PennantPark Senior Secured |
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Loan Fund I LLC * |
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— |
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( |
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— |
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Total Controlled Affiliates |
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$ |
|
$ |
|
$— |
|
$( |
|
$ |
|
$ |
|
$ |
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$— |
* We and Kemper are the members of PSSL, a joint venture formed as a Delaware limited liability company that is not consolidated by us for financial reporting purposes. The members of PSSL make investments in PSSL in the form of first lien secured debt and equity interests, and all portfolio and other material decisions regarding PSSL must be submitted to PSSL’s board of directors or investment committee, both of which are comprised of two members appointed by each of us and Kemper. Because management of PSSL is shared equally between us and Kemper, we do not believe we control PSSL for purposes of the 1940 Act or otherwise.
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase (decrease) in net assets resulting from operations
($ in thousands, except per share data):
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Three Months Ended December 31, |
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2022 |
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2021 |
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Numerator for net increase in net assets resulting from operations |
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$ |
( |
) |
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$ |
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|
Denominator for basic and diluted weighted average shares |
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Basic and diluted net increase in net assets per share resulting from operations |
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$ |
( |
) |
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$ |
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|
8. CASH AND CASH EQUIVALENTS
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule of Investments. At the end of each fiscal quarter, we may take proactive steps to preserve investment flexibility for the next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter-end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as are deemed appropriate for this purpose. These amounts are excluded from average adjusted gross assets for purposes of computing the Investment Adviser’s management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of December 31, 2022 and September 30, 2022, cash and cash equivalents consisted of money market funds in the amounts of $
9. FINANCIAL HIGHLIGHTS
Below are the financial highlights ($ in thousands, except per share data):
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Three Months Ended December 31, |
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2022 |
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2021 |
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Per Share Data: |
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Net asset value, beginning of period |
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$ |
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$ |
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Net investment income (1) |
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Net change in realized and unrealized (loss) gain (1) |
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( |
) |
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Net decrease in net assets resulting from operations (1) |
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( |
) |
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Distributions to stockholders (1), (2) |
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( |
) |
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( |
) |
Issuance of common stock |
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— |
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Net asset value, end of period |
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$ |
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$ |
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||
Per share market value, end of period |
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$ |
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$ |
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Total return *(3) |
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% |
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% |
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Shares outstanding at end of period |
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Ratios** / Supplemental Data: |
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Ratio of operating expenses to average net assets (4) |
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% |
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% |
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Ratio of debt related expenses to average net assets (5) |
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% |
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% |
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Ratio of total expenses to average net assets (5) |
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% |
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% |
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Ratio of net investment income to average net assets (5) |
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% |
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% |
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Net assets at end of period |
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$ |
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$ |
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Weighted average debt outstanding |
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$ |
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$ |
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Weighted average debt per share (1) |
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$ |
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$ |
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Asset coverage per unit (6) |
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$ |
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$ |
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Portfolio turnover rate* |
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% |
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% |
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34
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
*
** Annualized for periods less than one year.
10. DEBT
The annualized weighted average cost of debt for the three months ended December 31, 2022 and 2021, inclusive of the fee on the undrawn commitment on the Credit Facility or the Prior Credit Facility, as applicable, amendment costs and debt issuance costs, was
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the Small Business Credit Availability Act, or SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced from
Credit Facility
Funding I’s multi-currency Credit Facility with affiliates of Truist Bank (formerly SunTrust Bank), or the Lenders, was $
During the revolving period, the
The Credit Facility contains covenants, including, but not limited to, restrictions of loan size, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of December 31, 2022, we were in compliance with the covenants relating to the Credit Facility.
We own
Our interest in Funding I (other than the management fee) is subordinate in priority of payment to every other obligation of Funding I and is subject to certain payment restrictions set forth in the Credit Facility. We may receive cash distributions on our equity interests in Funding I only after it has made all required payments of (1) cash interest and, if applicable, principal to the Lenders, (2) administrative expenses and (3) claims of other unsecured creditors of Funding I. The Investment Adviser has irrevocably directed that any management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager.
2023 Notes
In November 2017, we issued $
The 2023 Notes pay interest at a rate of
The 2023 Notes are general, unsecured obligations, rank equal in right of payment with all of PennantPark Floating Rate Capital Ltd.'s existing and future senior unsecured indebtedness and are generally redeemable at our option. The deed of trust governing the 2023 Notes includes certain customary covenants, including minimum equity requirements, and events of default. Please refer to the deed of trust filed as Exhibit (d)(8) to our post-effective amendment filed on December 13, 2017 for more information. The 2023 Notes are rated ilA- by S&P Global Ratings Maalot Ltd. and are listed on the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
The 2023 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or in transactions exempt from, or not subject to, such registration requirements.
2026 Notes
35
PENNANTPARK FLOATING RATE CAPITAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
December 31, 2022
(Unaudited)
In March 2021 and in October 2021, we issued $
2031 Asset-Backed Debt
In September 2019, the Company completed the $
On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by certain of our wholly-owned subsidiaries, the Securitization Issuer transferred to us
The 2031 Asset-Backed Debt is included in the Consolidated Statement of Assets and Liabilities as debt of the Company and the Class D Secured Deferrable Floating Rate Notes and the Preferred Shares of the Securitization Issuer were eliminated in consolidation. As of both December 31, 2022 and September 30, 2022, the Company had $
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
11. COMMITMENTS AND CONTINGENCIES
From time to time, we may be a party to legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. Unfunded debt and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. As of December 31, 2022 and September 30, 2022, we had $
12. SUBSEQUENT EVENTS
In connection with our January 23, 2023 public offering, we issued approximately
The Adviser, has agreed to pay the underwriters a supplemental payment of $
36
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of PennantPark Floating Rate Capital Ltd. and its Subsidiaries
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated statement of assets and liabilities of PennantPark Floating Rate Capital Ltd. and its Subsidiaries (collectively referred to as the Company), including the consolidated schedule of investments, as of December 31, 2022, the related consolidated statements of operations and changes in net assets for the three-month periods ended December 31, 2022 and 2021, and cash flows for the three-month periods ended December 31, 2022 and 2021, and the related notes to
the consolidated financial statements (collectively, the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities of the Company, including the consolidated schedule of investments, as of September 30, 2022, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein); and in our report dated November 17, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of September 30, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
/s/ RSM US LLP
New York, New York
February 8, 2023
Awareness Letter of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of PennantPark Floating Rate Capital Ltd. and its Subsidiaries
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim financial information of PennantPark Floating Rate Capital Ltd. for the periods ended December 31, 2022 and 2021, as indicated in our report dated February 8, 2023; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, is incorporated by reference in Registration Statement No.333-268813 on Form N-2.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ RSM US LLP
New York, New York
February 8, 2023
38
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to us and our consolidated subsidiaries regarding future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and uncertainties, including statements as to:
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. You should not place undue influence on the forward-looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors in “Risk Factors” and elsewhere in this Report.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved.
We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including reports on Form 10-Q/K and current reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes thereto contained elsewhere in this Report.
Overview
PennantPark Floating Rate Capital Ltd. is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital by investing primarily in floating rate loans and other investments made to U.S. middle-market companies.
We believe that floating rate loans to U.S. middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. Our investments are typically rated below
39
investment grade. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. However, when compared to junk bonds and other non-investment grade debt, senior secured floating rate loans typically have more robust capital-preserving qualities, such as historically lower default rates than junk bonds, represent the senior source of capital in a borrower’s capital structure and often have certain of the borrower’s assets pledged as collateral. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.
Under normal market conditions, we generally expect that at least 80% of the value of our managed assets will be invested in floating rate loans and other investments bearing a variable-rate of interest. We generally expect that first lien secured debt will represent at least 65% of our overall portfolio. We also generally expect to invest up to 35% of our overall portfolio opportunistically in other types of investments, including second lien secured debt and subordinated debt and, to a lesser extent, equity investments. We seek to create a diversified portfolio by generally targeting an investment size between $5 million and $30 million, on average, although we expect that this investment size will vary proportionately with the size of our capital base.
Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
Organization and Structure of PennantPark Floating Rate Capital Ltd.
PennantPark Floating Rate Capital Ltd., a Maryland corporation organized in October 2010, is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we elected to be treated, and intend to qualify annually, as a RIC under the Code.
Our investment activities are managed by the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. We have also entered into an Administration Agreement with the Administrator. Under our Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. Our board of directors, a majority of whom are independent of us, provides overall supervision of our activities, and the Investment Adviser supervises our day-to-day activities.
At-the-Market Offering
On August 20, 2021, the Company entered into an equity distribution agreements (together, as amended from time to time, the "Equity Distribution Agreements") with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents (each, a “Sales Agent", and together, the “Sales Agents”), in connection with the sale of shares of our Common Stock with an aggregate offering price of up to $75 million under an at-the-market offering. On May 5, 2022, we amended the Equity Distribution Agreements to update references from NASDAQ to NYSE and reflect that the agents are now represented by Kirkland & Ellis LLP. The Equity Distribution Agreements, as amended, provide that we may offer and sell shares of our Common Stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our Common Stock.
Revenues
We generate revenue in the form of interest income on the debt securities we hold and capital gains and dividends, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of first lien secured debt, second lien secured debt or subordinated debt, typically have a term of three to ten years and bear interest at a floating or fixed rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of amendment, commitment, origination, structuring or diligence fees, fees for providing significant managerial assistance and possibly consulting fees. Loan origination fees, OID and market discount or premium are capitalized and accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned. Litigation settlements are accounted for in accordance with the gain contingency provisions of ASC Subtopic 450-30, Gain Contingencies, or ASC 450-30.
Expenses
Our primary operating expenses include the payment of a management fee and the payment of an incentive fee to our Investment Adviser, if any, our allocable portion of overhead under our Administration Agreement and other operating costs as detailed below. Our management fee compensates our Investment Adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments. Additionally, we pay interest expense on the outstanding debt and unused commitment fees on undrawn amounts under our various debt facilities. We bear all other direct or indirect costs and expenses of our operations and transactions, including:
40
Generally, during periods of asset growth, we expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.
PORTFOLIO AND INVESTMENT ACTIVITY
As of December 31, 2022, our portfolio totaled $1,151.1 million, and consisted of $998.2 million of first lien secured debt (including $199.4 million in PSSL), $0.1 million of second lien secured debt and $152.8 million of preferred and common equity (including $48.3 million in PSSL). Our debt portfolio consisted of 100% variable-rate investments. As of December 31, 2022, we had three portfolio companies on non-accrual, representing 1.9% and 0.6% of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $29.9 million. Our overall portfolio consisted of 126 companies with an average investment size of $9.1 million, had a weighted average yield on debt investments of 11.3%, and was invested 87% in first lien secured debt (including 17% in PSSL), less than 1% in second lien secured debt and 13% in preferred and common equity (including 4% in PSSL). As of December 31, 2022, 99% of the investments held by PSSL were first lien secured debt.
As of September 30, 2022, our portfolio totaled $1,164.3 million and consisted of $1,009.6 million of first lien secured debt (including $190.2 million in PSSL), $0.1million of second lien secured debt and $154.5 million of preferred and common equity (including $49.4 million in PSSL). Our debt portfolio consisted of 100% variable-rate investments. As of September 30, 2022, we had two portfolio companies on non-accrual, representing 0.9% and zero percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $8.7 million. Our overall portfolio consisted of 125 companies with an average investment size of $9.3 million, had a weighted average yield on debt investments of 10.0%, and was invested 87% in first lien secured debt (including 16% in PSSL), less than 1% in second lien secured debt and 13% in preferred and common equity (including 4% in PSSL). As of September 30, 2022, 99% of the investments held by PSSL were first lien secured debt.
For the three months ended December 31, 2022, we invested $65.6 million in four new and 29 existing portfolio companies with a weighted average yield on debt investments of 11.2 %. Sales and repayments of investments for the three months ended December 31, 2022 totaled $63.0 million.
For the three months ended December 31, 2021, we invested $335.1 million in 16 new and 36 existing portfolio companies with a weighted average yield on debt investments of 7.8%. Sales and repayments of investments for the three months ended December 31, 2021 totaled $238.4 million.
PennantPark Senior Secured Loan Fund I LLC
As of December 31, 2022, PSSL’s portfolio totaled $750.7 million and consisted of 100 companies with an average investment size of $7.5 million and had a weighted average yield on debt investments of 10.9%. As of September 30, 2022, PSSL’s portfolio totaled $754.7 million, consisted of 95 companies with an average investment size of $8.0 million and had a weighted average yield on debt investments of 9.6%.
For the three months ended December 31, 2022, PSSL invested $29.5 million (including $18.8 million purchased from the Company) in seven new and eight existing portfolio companies with a weighted average yield on debt investments of 11.1%. Sales and repayments of investments for the three months ended December 31, 2022 totaled $28.8 million.
For the three months ended December 31, 2021, PSSL invested $129.6 million (including $122.7 million purchased from the Company) in 12 new and six existing portfolio companies with a weighted average yield on debt investments of 8.0%. Sales and repayments of investments for the three months ended December 31, 2021 totaled $50.4 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements. We discuss our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates during the three months from those disclosed in our 2022 Annual Report on Form 10-K.
Investment Valuations
We expect that there may not be readily available market values for many of our investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that the board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings
41
and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material.
Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments, our 2031 Asset-Backed Debt and our Credit Facility are classified as Level 3. Our 2026 Notes are classified as Level 2 as they are financial instruments with readily observable market inputs. Our 2023 Notes are classified as Level 1, as they were valued using the closing price from the primary exchange. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
On December 3, 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the 1940 Act. The new rule clarifies how fund boards of directors can satisfy their valuation obligations and requires, among other things, the boards of directors to periodically assess material valuation risks and take steps to manage those risks. The rule also permits boards of directors, subject to board oversight and certain other conditions, to designate the fund’s investment adviser to perform fair value determinations. The new rule went into effect on March 8, 2021 and had a compliance date of September 8, 2022. We came into compliance with Rule 2a-5 under the 1940 Act before the compliance date. While our board of directors has not elected to designate the Investment Adviser as the valuation designee at this time, we have adopted certain revisions to our valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 under the 1940 Act.
In addition to using the above inputs to value cash equivalents, investments, our 2023 Notes, our 2026 Notes, our 2031 Asset-Backed Debt and our Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to the Credit Facility and the 2023 Notes. We elected to use the fair value option for the Credit Facility and the 2023 Notes to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we did not incur any expenses relating to amendment costs on the Credit Facility and debt issuance costs on the 2023 Notes during the three months ended December 31, 2022 and 2021, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of
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the Credit Facility and the 2023 Notes are reported in our Consolidated Statements of Operations. We elected not to apply ASC 825-10 to any other financial assets or liabilities, including the 2026 Notes and the 2031 Asset-Backed Debt.
For the three months ended December 31, 2022 and 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation (appreciation) of $2.1 million and $3.6 million, respectively. As of December 31, 2022 and September 30, 2022, the net unrealized depreciation on the Credit Facility as applicable, and the 2023 Notes totaled $4.4 million and $2.3 million, respectively. We use a nationally recognized independent valuation service to measure the fair value of the Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments. Our 2023 Notes trade on the TASE and we use the closing price on the exchange to determine the fair value.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments, our Credit Facility, the 2023 Notes during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair value of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Payment -in-kind, or PIK Interest
We have investments in our portfolio which contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. In order for us to maintain our ability to be subject to tax as a RIC, substantially all of this income must be paid out to stockholders in the form of dividends for federal income tax purposes, even though we may not have collected any cash with respect to interest on PIK securities.
Federal Income Taxes
We have elected to be treated and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year of an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income (i.e., the excess, if any, of our capital gains over capital losses), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of the calendar year plus (3) any net ordinary income or capital gain net income for the preceding years that was not distributed during such years on which we did not incur any corporate income tax, or the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, subject to maintaining our ability to be taxed as a RIC, in order to provide us with additional liquidity.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
For both the three months ended December 31, 2022 and 2021, we recorded a provision for taxes on net investment income of $0.5 million and $0.1 million, respectively, pertaining to federal excise tax.
The Taxable Subsidiary (PFLT Investment Holdings, LLC, a second tier wholly-owned subsidiary of the Company), is subject to U.S. federal, state and local corporate income taxes. The income tax expense and related tax liabilities of the Taxable Subsidiary are reflected in the Company’s consolidated financial statements.
For the three months ended December 31, 2022 and 2021, the Company recognized a provision for taxes of $0.7 million and $1.5 million, respectively, on unrealized appreciation on investments by the Taxable Subsidiary. The provision for taxes on unrealized appreciation on investments is the result of netting (i) the expected tax liability on gains from sales of investments and (ii) the expected tax benefit from the use of losses in the current year. As of December 31, 2022 and September 30, 2022, $5.3 million and $4.6 million, respectively, was accrued as a deferred tax liability on the Consolidated Statements of Assets and Liabilities relating to unrealized gain on investments held
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by the Taxable Subsidiary. During the three months ended December 31, 2022 and 2021, the Company paid zero, respectively, in taxes on realized gains on the sale of investments held by the Taxable Subsidiary, resulting in zero prepaid tax asset as of December 31, 2022 included under prepaid expenses and other assets in the Consolidated Statement of Assets and Liabilities.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
We operate in a manner to maintain our election to be subject to tax as a RIC and to eliminate corporate-level U.S. federal income tax (other than the 4% excise tax) by distributing sufficient investment company taxable income and capital gain net income (if any). As a result, we will have an effective tax rate equal to 0% before the excise tax and income taxes incurred by the Taxable Subsidiary. As such, a reconciliation of the differences between our reported income tax expense and its tax expense at the federal statutory rate of 21% is not meaningful.
We have formed and expect to continue to form certain taxable subsidiaries, including the Taxable Subsidiary, which are taxed as corporations. These taxable subsidiaries allow us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the three months ended December 31, 2022 and 2021.
Investment Income
For the three months ended December 31, 2022 investment income was $31.3 million, which was attributable to $27.6 million from first lien secured debt and $3.7 million from other investments. For the three months ended December 31, 2021 investment income was $26.3 million, which was attributable to $20.1 million from first lien secured debt and $6.2 million from other investments. The increase in investment income compared to the same period in the prior year was primarily due to the increase in the cost yield of our debt portfolio.
Net Expenses
For the three months ended December 31, 2022, expenses totaled $17.6 million and were comprised of; $9.9 million of debt-related interest and expenses, $2.9 million of base management fee, $3.4 million of performance-based incentive fee, $0.8 million of general and administrative expenses and $0.5 million of taxes. For the three months ended December 31, 2021, expenses totaled $13.6 million and were comprised of; $6.6 million of debt-related interest and expenses, $2.9 million of base management fee, $3.2 million of performance-based incentive fee, $0.8 million of administrative expenses and $0.1 million of taxes. The increase in expenses for the three months ended December 31, 2022 compared to the same period in the prior year was primarily due to increased financing costs.
Net Investment Income
For the three months ended December 31, 2022 and 2021, net investment income totaled $13.7 million or $0.30 per share, and $12.7 million or $0.33 per share, respectively. The increase in net investment income compared to the same period in the prior year was primarily due to the increase in the cost yield of our debt portfolio.
Net Realized Gains or Losses
For the three months ended December 31, 2022 and 2021, net realized gains (losses) totaled less than $0.1 million and $3.1 million, respectively. The change in realized gains was primarily due to changes in the market conditions of our investments and the values at which they were realized.
Unrealized Appreciation or Depreciation on Investments, the Credit Facility and the 2023 Notes
For the three months ended December 31, 2022 and 2021, we reported net change in unrealized depreciation on investments of $16.8 million and $3.5 million, respectively. As of December 31, 2022 and September 30, 2022, our net unrealized appreciation (depreciation) on investments totaled $(29.9) million and $(13.1) million, respectively. The net change in unrealized depreciation on our investments compared to the same period in the prior year was primarily due to changes in the capital market conditions of our investments and the values at which they were realized.
For the three months ended December 31, 2022, our credit facility with Truist (the "Credit Facility") and the 2023 Notes had a net change in unrealized depreciation of $2.1 million. For the three months ended December 31, 2021, the Credit Facility and the 2023 Notes had a net change in unrealized depreciation of $3.6 million. As of December 31, 2022 and September 30, 2022, the net unrealized depreciation on the Credit Facility and the 2023 Notes totaled $4.4 million and $2.3 million, respectively. The net change in net unrealized depreciation compared to the same period in the prior year was primarily due to changes in the capital markets.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended December 31, 2022 and 2021, net (decrease) increase in net assets resulting from operations totaled $(1.6) million or $(0.04) per share and $14.4 million or $0.37 per share, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived primarily from cash flows from operations, including investment sales and repayments, and income earned, proceeds of securtieis offerings and debt financings. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives and operations. As of December 31, 2022, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing.
On April 5, 2018, our board of directors approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA). As a result, the asset coverage requirement applicable to us for senior securities was reduced
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from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), effective as of April 5, 2019, subject to compliance with certain disclosure requirements. As of December 31, 2022 and September 30, 2022, our asset coverage ratio, as computed in accordance with the 1940 Act, was 173% and 178%, respectively.
For the three months ended December 31, 2022 and 2021, the annualized weighted average cost of debt, inclusive of the fee on the undrawn commitment on the Credit Facility, amendment costs and debt issuance costs, was 5.7% and 3.6%, respectively. As of December 31, 2022 and September 30, 2022, we had $166.8 million and $197.2 million of unused borrowing capacity under the Credit Facility, as applicable, respectively, subject to leverage and borrowing base restrictions.
Funding I’s multi-currency Credit Facility with the Lenders was $366.0 million as of December 31, 2022 subject to satisfaction of certain conditions and regulatory restrictions that the 1940 Act imposes on us as a BDC, has an interest rate spread above SOFR (or an alternative risk-free floating interest rate index) of 225 basis points, a maturity date of August 2026 and a revolving period that ends in August 2024. As of December 31, 2022 and September 30, 2022, PennantPark Floating Rate Funding I, LLC, our wholly-owned subsidiary, borrowed $199.2 million and $168.8 million under the Credit Facility, respectively and the weighted average interest rate, exclusive of the fee on undrawn commitments, was of 6.5% and 4.5%, respectively.
During the revolving period, the Credit Facility bears interest at SOFR (or an alternative risk-free floating interest rate index) plus 225 basis points and, after the revolving period, the rate will reset to Base Rate (or an alternative risk-free floating interest rate index) plus 250 basis points for the remaining two years, maturing in August 2026. The Credit Facility is secured by all of the assets of Funding I. Both PennantPark Floating Rate Capital Ltd. and Funding I have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
The Credit Facility contains covenants, including but not limited to, restrictions of loan size, currency types and amounts, industry requirements, average life of loans, geographic and individual portfolio concentrations, minimum portfolio yield and loan payment frequency. Additionally, the Credit Facility requires the maintenance of a minimum equity investment in Funding I and income ratio as well as restrictions on certain payments and issuance of debt. The Credit Facility compliance reporting is prepared on a basis of accounting other than GAAP. As of December 31, 2022, we were in compliance with the covenants relating to our Credit Facility.
We own 100% of the equity interest in Funding I and treat the indebtedness of Funding I as our leverage. Our Investment Adviser serves as collateral manager to Funding I under the Credit Facility.
Our interest in Funding I (other than the management fee) is subordinate in priority of payment to every other obligation of Funding I and is subject to certain payment restrictions set forth in the Credit Facility. We may receive cash distributions on our equity interests in Funding I only after it has made (1) all required cash interest and, if applicable, principal payments to the Lenders, (2) required administrative expenses and (3) claims of other unsecured creditors of Funding I. We cannot assure you that there will be sufficient funds available to make any distributions to us or that such distributions will meet our expectations from Funding I. The Investment Adviser has irrevocably directed that the management fee owed with respect to such services is to be paid to the Company so long as the Investment Adviser remains the collateral manager.
In November 2017, we issued $138.6 million of our 2023 Notes. The 2023 Notes were issued pursuant to a deed of trust between the Company and Mishmeret Trust Company, Ltd., as trustee, of which $76.2 million and $97.0 million was outstanding as of December 31, 2022 and September 30, 2022, respectively.
The 2023 Notes pay interest at a rate of 4.3% per year. Interest on the 2023 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2018. The principal on the 2023 Notes will be payable in four annual installments as follows: 15% of the original principal amount on December 15, 2020, 15% of the original principal amount on December 15, 2021, 15% of the original principal amount on December 15, 2022 and 55% of the original principal amount on December 15, 2023.
The 2023 Notes are general, unsecured obligations, rank equal in right of payment with all of our existing and future senior unsecured indebtedness and are generally redeemable at our option. The deed of trust governing the 2023 Notes includes certain customary covenants, including minimum equity requirements, and events of default. Please refer to the deed of trust filed as Exhibit (d)(8) to our post-effective amendment filed on December 13, 2017 for more information. The 2023 Notes are rated ilA- by S&P Global Ratings Maalot Ltd. and are listed on the TASE. In connection with this offering, we have dual listed our common stock on the TASE.
The 2023 Notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration under the Securities Act or in transactions exempt from, or not subject to, such registration requirements.
In March 2021 and in October 2021, we issued $100.0 million and $85.0 million, respectively, in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4% and 101.5%, respectively. Interest on the 2026 Notes is paid semi-annually on April 1 and October 1 of each year, at a rate of 4.25% per year, commencing October 1, 2021. The 2026 Notes mature on April 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are our general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In September 2019, the Securitization Issuers completed the Debt Securitization. The 2031 Asset-Backed Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the Securitization Issuer. The Debt Securitization was executed through (A) a private placement of: (i) $78.5 million Class A-1 Senior Secured Floating Rate Notes maturing 2031, which bear interest at the three-month LIBOR plus 1.8%, (ii) $15.0 million Class A-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 3.7%, (iii) $14.0 million Class B-1 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 2.9%, (iv) $16.0 million Class B-2 Senior Secured Fixed Rate Notes due 2031, which bear interest at 4.3%, (v) $19.0 million Class C‑1 Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.0%, (vi) $8.0 million Class C-2 Secured Deferrable Fixed Rate Notes due 2031, which bear interest at 5.4%, and (vii) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month LIBOR plus 4.8% and (B) the borrowing of $77.5 million Class A‑1 Senior Secured Floating Rate Loans due 2031, which bear interest at the three-month LIBOR plus 1.8%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. The 2031 Asset-Backed Debt is scheduled to mature on October 15, 2031. As of both December 31, 2022 and September 30, 2022, the Company had $228.0 million of 2031 Asset-Backed Debt outstanding with a weighted average interest rate of 5.9% and 4.6%, respectively.
On the closing date of the Debt Securitization, in consideration of our transfer to the Securitization Issuer of the initial closing date loan portfolio, which included loans distributed to us by our wholly-owned subsidiary, the Securitization Issuer transferred to us 100% of the Preferred Shares of the Securitization Issuer, 100% of the Class D Secured Deferrable Floating Rate Notes issued by the Securitization Issuer, and a portion of the net cash proceeds received from the sale of the 2031 Asset-Backed Debt. The Preferred Shares of the Securitization Issuer do not bear interest and had a stated value of $55.4 million at the closing of the Debt Securitization.
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The 2031 Asset-Backed Debt constitutes secured obligations of the Securitization Issuers, and the indenture governing the 2031 Asset-Backed Debt includes customary covenants and events of default. The 2031 Asset-Backed Debt has not been, and will not be, registered under the Securities Act or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
Our Investment Adviser serves as collateral manager to the Securitization Issuer pursuant to a collateral management agreement between our Investment Adviser and the Securitization Issuer, or the Collateral Management Agreement. For so long as our Investment Adviser serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
On August 20, 2021, we entered into equity distribution agreements (together, as may be amended from time to time, the “Equity Distribution Agreements”) with each of JMP Securities LLC and Raymond James & Associates, Inc., as the sales agents (each, a “Sales Agent,” and together, the “Sales Agents”), in connection with the sale of shares of our Common Stock, par value $0.001 per share , with an aggregate offering price of up to $75 million under an at-the-market offering (the “ATM Program”). On May 5, 2022, we amended the Equity Distribution Agreements to update references from NASDAQ to NYSE and reflect that the agents are now represented by Kirkland & Ellis LLP. The Equity Distribution Agreements provide that we may offer and sell shares of our Common Stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our Common Stock.
During the three months ended December 31, 2022, we issued 86,177 shares of our Common Stock under the ATM Program at a weighted-average price of $11.54 per share, raising $1.0 million of gross proceeds. Net proceeds were $1.0 million after commissions to the Sales Agents on shares sold. We incurred zero of legal and other offering costs associated with the administration of the ATM Program. As of December 31, 2022, we had $40.3 million available under the ATM Program.
Since inception of the ATM Program through December 31, 2022, we have issued 2,659,741 shares of our Common Stock under the ATM Program at a weighted-average price of $13.06, raising $34.7 million of gross proceeds. Net proceeds were $34.2 million after commissions to the Sales Agents on shares sold. We incurred $0.5 million of legal and other offering costs associated with establishing the ATM Program.
We may raise equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, securitizing a portion of our investments among other considerations or mergers and acquisitions. Furthermore, the Credit Facility availability depends on various covenants and restrictions as discussed in the preceding paragraphs. The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate purposes.
We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in February 2023, PennantPark Investment Advisers serves as our investment adviser. Payments under our Investment Management Agreement in each reporting period are equal to (1) a management fee equal to a percentage of the value of our average adjusted gross assets and (2) an incentive fee based on our performance.
Under our Administration Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in February 2023, the Administrator furnishes us with office facilities and administrative services necessary to conduct our day-to-day operations. The Administration Agreement was amended on July 1, 2022. If requested to provide significant managerial assistance to our portfolio companies, we or the Administrator will be paid an additional amount based on the services provided. Payment under our Administration Agreement is based upon our allocable portion of the Administrator’s overhead in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs.
If any of our contractual obligations discussed above are terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.
As of December 31, 2022 and September 30, 2022, we had cash equivalents of $52.9 million and $47.9 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to take advantage of market opportunities.
For the three months ended December 31, 2022, our operating activities provided cash of $7.8 million and our financing activities used cash of $2.7 million. Our operating activities provided cash primarily realized from our investment activities and our financing activities used cash primarily due to borrowings under our Credit Facility and principal repayment of our 2023 Notes.
For the three months ended December 31, 2021, our operating activities used cash of $82.4 million and our financing activities provided cash of $93.2 million. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily due to the issuance of $85 million of our 2026 Add-on Notes and borrowings under our Credit Facility.
PennantPark Senior Secured Loan Fund I LLC
In May 2017, we and Kemper formed PSSL, an unconsolidated joint venture. PSSL invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSSL was formed as a Delaware limited liability company. As of December 31, 2022 and September 30, 2022, PSSL had total assets of $797.4 million and $796.8 million, respectively, and its investment portfolio consisted of debt investments in 100 and 95 portfolio companies, respectively. As of December 31, 2022, at fair value, the largest investment in a single portfolio company in PSSL was $18.1 million and the five largest investments totaled $84.3 million. As of September 30, 2022, at fair value, the largest investment in a single portfolio company in PSSL was $19.3 million and the five largest investments totaled $86.9 million. PSSL invests in portfolio companies in the same industries in which we may directly invest.
We and Kemper provide capital to PSSL in the form of first lien secured debt and equity interests. As of December 31, 2022 and September 30, 2022, we and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding first lien secured debt and equity interests. As of the same dates, our investment in PSSL consisted of first lien secured debt of $199.4 million (additional $10.7 million unfunded) and $190.2 million (additional $19.9 million unfunded), respectively, and equity interests of $85.4 million (additional $4.6 million unfunded) and $81.5 million (additional $8.5 million unfunded), respectively.
We and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee, provided that at least one individual is present that was elected, designated or appointed by each
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member; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each member.
In May 2022 PSSL entered into a $325.0 million (increased from $225.0 million in May 2022) senior secured revolving credit facility which bears interest at daily simple SOFR plus 260 basis points (including a spread adjustment) with Ally Bank through its wholly-owned subsidiary, PennantPark Senior Secured Loan Facility LLC II, or PSSL Subsidiary II, subject to leverage and borrowing base restrictions.
In January 2021, PSSL completed a $300.7 million debt securitization in the form of a collateralized loan obligation, or the “2032 Asset-Backed Debt”. The 2032 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO II, Ltd., a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2032 Asset-Backed Debt is scheduled to mature in January 2032. On the closing date of the transaction, in consideration of PSSL’s transfer to PennantPark CLO II, Ltd. of the initial closing date loan portfolio, which included loans distributed to PSSL by certain of its wholly owned subsidiaries and us, PennantPark CLO II, Ltd. transferred to PSSL 100% of the Preferred Shares of PennantPark CLO II, Ltd. and 100% of the Class E Notes issued by PennantPark CLO II, Ltd.
Below is a summary of PSSL’s portfolio at fair value:
($ in thousands) |
|
December 31, 2022 |
|
|
September 30, 2022 |
|
||
Total investments |
|
$ |
750,692 |
|
|
$ |
754,722 |
|
Weighted average cost yield on income producing investments |
|
|
10.9 |
% |
|
|
9.6 |
% |
Number of portfolio companies in PSSL |
|
|
100 |
|
|
|
95 |
|
Largest portfolio company investment |
|
$ |
18,057 |
|
|
$ |
19,250 |
|
Total of five largest portfolio company investments |
|
$ |
84,291 |
|
|
$ |
86,872 |
|
47
Below is a listing of PSSL’s individual investments as of December 31, 2022 ($ in thousands):
Issuer Name |
|
Maturity |
|
|
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - 1,354.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A1 Garage Merger Sub, LLC |
|
12/22/2028 |
|
Commercial Services & Supplies |
|
|
11.12 |
% |
|
3M L+650 |
|
|
2,955 |
|
|
$ |
2,896 |
|
|
$ |
2,895 |
|
Ad.net Acquisition, LLC |
|
5/6/2026 |
|
Media |
|
|
10.84 |
% |
|
3M L+600 |
|
|
8,865 |
|
|
|
8,772 |
|
|
|
8,799 |
|
Alpine Acquisition Corp II |
|
11/30/2026 |
|
Containers and Packaging |
|
|
9.88 |
% |
|
SOFR+600 |
|
|
12,950 |
|
|
|
12,576 |
|
|
|
12,432 |
|
Altamira Technologies, LLC |
|
7/24/2025 |
|
Business Services |
|
|
10.24 |
% |
|
3M L+600 |
|
|
5,150 |
|
|
|
5,047 |
|
|
|
5,060 |
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
8.25 |
% |
|
3M L+450 |
|
|
4,869 |
|
|
|
4,843 |
|
|
|
4,869 |
|
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
5/23/2024 |
|
Media: Advertising, Printing & Publishing |
|
|
10.23 |
% |
|
3M L+550 |
|
|
5,213 |
|
|
|
5,149 |
|
|
|
5,213 |
|
Any Hour Services |
|
7/21/2027 |
|
Professional Services |
|
|
10.17 |
% |
|
3M L+525 |
|
|
3,510 |
|
|
|
3,441 |
|
|
|
3,413 |
|
Apex Service Partners, LLC |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
9.46 |
% |
|
1M L+525 |
|
|
1,010 |
|
|
|
1,010 |
|
|
|
1,005 |
|
Apex Service Partners, LLC Term Loan B |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
9.67 |
% |
|
3M L+550 |
|
|
2,197 |
|
|
|
2,197 |
|
|
|
2,186 |
|
Apex Service Partners, LLC Term Loan C |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
9.58 |
% |
|
3M L+525 |
|
|
11,069 |
|
|
|
11,010 |
|
|
|
11,014 |
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
10.48 |
% |
|
3M L+575 |
|
|
8,400 |
|
|
|
8,301 |
|
|
|
8,190 |
|
Arcfield Acquisition Corp. |
|
3/7/2028 |
|
Aerospace and Defense |
|
|
10.02 |
% |
|
SOFR + 575 |
|
|
4,665 |
|
|
|
4,580 |
|
|
|
4,571 |
|
Beta Plus Technologies, Inc. |
|
7/1/2029 |
|
Business Services |
|
|
8.87 |
% |
|
SOFR + 525 |
|
|
4,988 |
|
|
|
4,893 |
|
|
|
4,938 |
|
Blackhawk Industrial Distribution, Inc. |
|
9/17/2024 |
|
Distributors |
|
|
9.73 |
% |
|
SOFR + 500 |
|
|
15,250 |
|
|
|
15,083 |
|
|
|
14,914 |
|
Broder Bros., Co. |
|
12/2/2022 |
|
Consumer Products |
|
|
10.73 |
% |
|
3M L+600 |
|
|
2,395 |
|
|
|
2,395 |
|
|
|
2,395 |
|
Burgess Point Purchaser Corporation |
|
9/26/2029 |
|
Automotive |
|
|
9.41 |
% |
|
3M L+525 |
|
|
450 |
|
|
|
419 |
|
|
|
406 |
|
By Light Professional IT Services, LLC |
|
5/16/2024 |
|
High Tech Industries |
|
|
10.40 |
% |
|
1M L+625 |
|
|
14,671 |
|
|
|
14,627 |
|
|
|
14,524 |
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
12.92 |
% |
|
3M L+850 |
|
|
12,448 |
|
|
|
12,426 |
|
|
|
12,224 |
|
|
|
|
|
|
|
(PIK 12.92%) |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Cartessa Aesthetics, LLC |
|
5/13/2028 |
|
Distributors |
|
|
10.58 |
% |
|
SOFR + 600 |
|
|
9,709 |
|
|
|
9,528 |
|
|
|
9,612 |
|
CF512, Inc. |
|
8/20/2026 |
|
Media |
|
|
10.76 |
% |
|
3M L+600 |
|
|
4,938 |
|
|
|
4,858 |
|
|
|
4,839 |
|
CHA Holdings, Inc. |
|
4/10/2025 |
|
Construction and Engineering |
|
|
9.23 |
% |
|
3M L+450 |
|
|
5,542 |
|
|
|
5,479 |
|
|
|
5,542 |
|
Challenger Performance Optimization, Inc. |
|
8/31/2023 |
|
Business Services |
|
|
10.82 |
% |
|
1M L+575 |
|
|
9,230 |
|
|
|
9,212 |
|
|
|
8,907 |
|
|
|
|
|
|
|
(PIK 1.00%) |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Connatix Buyer, Inc. |
|
7/13/2027 |
|
Media |
|
|
10.14 |
% |
|
3M L+550 |
|
|
3,897 |
|
|
|
3,835 |
|
|
|
3,771 |
|
Crane 1 Services, Inc. |
|
8/16/2027 |
|
Commercial Services & Supplies |
|
|
10.48 |
% |
|
3M L+575 |
|
|
2,105 |
|
|
|
2,079 |
|
|
|
2,084 |
|
Dr. Squatch, LLC |
|
8/31/2027 |
|
Personal Products |
|
|
10.48 |
% |
|
3M L+600 |
|
|
14,825 |
|
|
|
14,587 |
|
|
|
14,603 |
|
DRI Holding Inc. |
|
12/21/2028 |
|
Media |
|
|
9.63 |
% |
|
1M L+525 |
|
|
2,647 |
|
|
|
2,415 |
|
|
|
2,267 |
|
DRS Holdings III, Inc. |
|
11/3/2025 |
|
Consumer Goods: Durable |
|
|
10.47 |
% |
|
1M L+575 |
|
|
14,666 |
|
|
|
14,595 |
|
|
|
14,196 |
|
Duraco Specialty Tapes LLC |
|
6/30/2024 |
|
Containers and Packaging |
|
|
9.89 |
% |
|
1M L+550 |
|
|
10,252 |
|
|
|
10,143 |
|
|
|
10,088 |
|
ECL Entertainment, LLC |
|
5/1/2028 |
|
Hotels, Restaurants and Leisure |
|
|
11.88 |
% |
|
3M L+750 |
|
|
2,614 |
|
|
|
2,592 |
|
|
|
2,605 |
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
9.48 |
% |
|
3M L+475 |
|
|
4,961 |
|
|
|
4,961 |
|
|
|
4,725 |
|
Electro Rent Corporation |
|
1/17/2024 |
|
Electronic Equipment, Instruments, and Components |
|
|
10.27 |
% |
|
3M L+550 |
|
|
2,743 |
|
|
|
2,621 |
|
|
|
2,633 |
|
Exigo Intermediate II, LLC |
|
3/15/2027 |
|
Software |
|
|
10.13 |
% |
|
1M L+575 |
|
|
12,903 |
|
|
|
12,724 |
|
|
|
12,644 |
|
Fairbanks Morse Defense |
|
6/17/2028 |
|
Aerospace and Defense |
|
|
9.48 |
% |
|
3M L+475 |
|
|
10,273 |
|
|
|
10,214 |
|
|
|
9,742 |
|
Gantech Acquisition Corp. |
|
5/14/2026 |
|
IT Services |
|
|
10.63 |
% |
|
1M L+625 |
|
|
14,563 |
|
|
|
14,365 |
|
|
|
14,126 |
|
Global Holdings InterCo LLC |
|
3/16/2026 |
|
Diversified Financial Services |
|
|
10.19 |
% |
|
3M L+600 |
|
|
3,894 |
|
|
|
3,879 |
|
|
|
3,719 |
|
Graffiti Buyer, Inc. |
|
8/10/2027 |
|
Trading Companies & Distributors |
|
|
10.23 |
% |
|
3M L+575 |
|
|
2,363 |
|
|
|
2,319 |
|
|
|
2,268 |
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
10.23 |
% |
|
1M L+550 |
|
|
2,392 |
|
|
|
2,349 |
|
|
|
2,344 |
|
Holdco Sands Intermediate, LLC |
|
11/23/2028 |
|
Aerospace and Defense |
|
|
10.17 |
% |
|
3M L+600 |
|
|
4,950 |
|
|
|
4,865 |
|
|
|
4,851 |
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
9.34 |
% |
|
6M L+500 |
|
|
3,029 |
|
|
|
2,988 |
|
|
|
2,991 |
|
Icon Partners III, LP |
|
5/11/2028 |
|
Automobiles |
|
|
8.82 |
% |
|
3M L+450 |
|
|
2,322 |
|
|
|
2,003 |
|
|
|
1,558 |
|
IDC Infusion Services, Inc. |
|
12/30/2026 |
|
Healthcare Equipment and Supplies |
|
|
11.23 |
% |
|
SOFR+650 |
|
|
9,925 |
|
|
|
9,847 |
|
|
|
9,578 |
|
Imagine Acquisitionco, LLC |
|
11/15/2027 |
|
Software |
|
|
10.14 |
% |
|
1M L+550 |
|
|
5,350 |
|
|
|
5,256 |
|
|
|
5,190 |
|
Inception Fertility Ventures, LLC |
|
12/7/2023 |
|
Healthcare Providers and Services |
|
|
8.55 |
% |
|
SOFR+700 |
|
|
1,658 |
|
|
|
16,333 |
|
|
|
16,247 |
|
Infinity Home Services Holdco, Inc. |
|
12/28/2028 |
|
Commercial Services & Supplies |
|
|
11.40 |
% |
|
SOFR+685 |
|
|
6,136 |
|
|
|
6,016 |
|
|
|
6,014 |
|
Integrative Nutrition, LLC |
|
9/29/2023 |
|
Diversified Consumer Services |
|
|
9.48 |
% |
|
3M L+450 |
|
|
11,150 |
|
|
|
11,135 |
|
|
|
10,927 |
|
Integrity Marketing Acquisition, LLC |
|
8/27/2025 |
|
Insurance |
|
|
10.81 |
% |
|
1M L+575 |
|
|
5,951 |
|
|
|
5,877 |
|
|
|
5,862 |
|
ITI Holdings, Inc. |
|
3/3/2028 |
|
IT Services |
|
|
10.08 |
% |
|
SOFR + 550 |
|
|
3,970 |
|
|
|
3,909 |
|
|
|
3,891 |
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
12.38 |
% |
|
1M L+800 |
|
|
18,057 |
|
|
|
17,945 |
|
|
|
18,057 |
|
Kinetic Purchaser, LLC |
|
11/10/2027 |
|
Personal Products |
|
|
10.73 |
% |
|
3M L+600 |
|
|
16,788 |
|
|
|
16,425 |
|
|
|
16,368 |
|
Lash OpCo, LLC |
|
2/18/2027 |
|
Personal Products |
|
|
11.17 |
% |
|
3M L+700 |
|
|
14,319 |
|
|
|
14,052 |
|
|
|
14,032 |
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
10.23 |
% |
|
3M L+550 |
|
|
12,796 |
|
|
|
10,518 |
|
|
|
10,374 |
|
|
|
|
|
|
|
(PIK 2.00%) |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Lightspeed Buyer Inc. |
|
2/3/2026 |
|
Healthcare Providers and Services |
|
|
9.84 |
% |
|
3M L+575 |
|
|
10,571 |
|
|
|
10,416 |
|
|
|
10,307 |
|
Lucky Bucks, LLC |
|
7/20/2027 |
|
Hotel, Gaming and Leisure |
|
|
10.43 |
% |
|
3M L+550 |
|
|
4,275 |
|
|
|
4,206 |
|
|
|
2,426 |
|
Magenta Buyer, LLC |
|
7/31/2028 |
|
Software |
|
|
9.17 |
% |
|
1M L+500 |
|
|
3,029 |
|
|
|
2,846 |
|
|
|
2,578 |
|
Marketplace Events, LLC - Super Priority First Lien Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
9.90 |
% |
|
1M L+525 |
|
|
647 |
|
|
|
647 |
|
|
|
647 |
|
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
|
|
|
|
|
589 |
|
|
|
- |
|
|
|
- |
|
|
Marketplace Events, LLC |
|
9/30/2026 |
|
Media: Diversified and Production |
|
|
9.90 |
% |
|
1M L+525 |
|
|
4,837 |
|
|
|
3,587 |
|
|
|
4,837 |
|
Mars Acquisition Holdings Corp. |
|
5/14/2026 |
|
Media |
|
|
10.23 |
% |
|
1M L+550 |
|
|
11,676 |
|
|
|
11,531 |
|
|
|
11,560 |
|
MBS Holdings, Inc. |
|
4/16/2027 |
|
Internet Software and Services |
|
|
10.13 |
% |
|
3M L+575 |
|
|
7,388 |
|
|
|
7,282 |
|
|
|
7,314 |
|
MDI Buyer, Inc. |
|
7/25/2028 |
|
Chemicals, Plastics and Rubber |
|
|
10.54 |
% |
|
3M L+600 |
|
|
6,429 |
|
|
|
6,305 |
|
|
|
6,291 |
|
Meadowlark Acquirer, LLC |
|
12/10/2027 |
|
Professional Services |
|
|
9.73 |
% |
|
3M L+550 |
|
|
2,390 |
|
|
|
2,349 |
|
|
|
2,366 |
|
Mission Critical Electronics, Inc. |
|
3/28/2024 |
|
Capital Equipment |
|
|
9.73 |
% |
|
SOFR+500 |
|
|
5,814 |
|
|
|
5,804 |
|
|
|
5,791 |
|
Municipal Emergency Services, Inc. |
|
9/28/2027 |
|
Distributors |
|
|
8.67 |
% |
|
3M L+500 |
|
|
3,456 |
|
|
|
3,399 |
|
|
|
3,318 |
|
NBH Group LLC |
|
8/19/2026 |
|
Healthcare, Education & Childcare |
|
|
9.05 |
% |
|
1M L+525 |
|
|
10,793 |
|
|
|
10,624 |
|
|
|
10,793 |
|
New Milani Group LLC |
|
6/6/2024 |
|
Consumer Goods: Non-Durable |
|
|
9.17 |
% |
|
3M L+650 |
|
|
14,325 |
|
|
|
14,288 |
|
|
|
14,110 |
|
One Stop Mailing, LLC |
|
5/7/2027 |
|
Air Freight and Logistics |
|
|
10.63 |
% |
|
1M L+625 |
|
|
14,561 |
|
|
|
14,326 |
|
|
|
14,124 |
|
Output Services Group, Inc. |
|
3/27/2024 |
|
Business Services |
|
|
11.30 |
% |
|
3M L+675 |
|
|
7,691 |
|
|
|
7,681 |
|
|
|
5,768 |
|
Owl Acquisition, LLC |
|
2/4/2028 |
|
Professional Services |
|
|
8.41 |
% |
|
3M L+575 |
|
|
3,980 |
|
|
|
3,910 |
|
|
|
3,881 |
|
Ox Two, LLC |
|
5/18/2026 |
|
Construction and Building |
|
|
10.84 |
% |
|
3M L+700 |
|
|
4,913 |
|
|
|
4,858 |
|
|
|
4,765 |
|
PH Beauty Holdings III, Inc. |
|
9/29/2025 |
|
Wholesale |
|
|
9.73 |
% |
|
1M L+500 |
|
|
9,568 |
|
|
|
9,243 |
|
|
|
7,654 |
|
PL Acquisitionco, LLC |
|
11/9/2027 |
|
Textiles, Apparel and Luxury Goods |
|
|
10.88 |
% |
|
1M L+650 |
|
|
8,217 |
|
|
|
8,095 |
|
|
|
8,012 |
|
PlayPower, Inc. |
|
5/8/2026 |
|
Consumer Goods: Durable |
|
|
12.00 |
% |
|
3M L+450 |
|
|
2,572 |
|
|
|
2,497 |
|
|
|
2,238 |
|
Pragmatic Institute, LLC |
|
7/6/2028 |
|
Education |
|
|
10.33 |
% |
|
SOFR+575 |
|
|
11,222 |
|
|
|
11,068 |
|
|
|
11,110 |
|
Quantic Electronics, LLC |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
10.96 |
% |
|
1M L+600 |
|
|
2,829 |
|
|
|
2,782 |
|
|
|
2,772 |
|
Quantic Electronics, LLC - Unfunded Term Loan |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
|
|
1M L+600 |
|
|
1,104 |
|
|
|
- |
|
|
|
(11 |
) |
|
Reception Purchaser, LLC |
|
2/28/2028 |
|
Air Freight and Logistics |
|
|
10.42 |
% |
|
SOFR+600 |
|
|
4,963 |
|
|
|
4,894 |
|
|
|
4,764 |
|
Recteq, LLC |
|
1/29/2026 |
|
Leisure Products |
|
|
10.98 |
% |
|
3M L+600 |
|
|
4,913 |
|
|
|
4,848 |
|
|
|
4,741 |
|
Research Now Group, LLC and Dynata, LLC |
|
12/20/2024 |
|
Diversified Consumer Services |
|
|
8.84 |
% |
|
3M L+550 |
|
|
12,531 |
|
|
|
12,342 |
|
|
|
9,286 |
|
48
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Sales Benchmark Index LLC |
|
1/3/2025 |
|
|
Professional Services |
|
|
10.73 |
% |
|
3M L+600 |
|
|
|
5,013 |
|
|
$ |
4,965 |
|
|
$ |
4,988 |
|
||
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
|
Wholesale |
|
|
9.89 |
% |
|
3M L+550 |
|
|
|
5,183 |
|
|
|
5,150 |
|
|
|
5,105 |
|
||
Schlesinger Global, Inc. |
|
7/14/2025 |
|
|
Business Services |
|
|
10.92 |
% |
|
SOFR+700 |
|
|
|
11,832 |
|
|
|
11,816 |
|
|
|
11,536 |
|
||
|
|
|
|
|
|
|
(PIK 0.50%) |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||||
Seaway Buyer, LLC |
|
6/13/2029 |
|
|
Chemicals, Plastics and Rubber |
|
|
10.73 |
% |
|
SOFR+605 |
|
|
|
4,988 |
|
|
|
4,916 |
|
|
|
4,913 |
|
||
Sigma Defense Systems, LLC |
|
12/18/2025 |
|
|
Aerospace and Defense |
|
|
12.17 |
% |
|
1M L+850 |
|
|
|
14,621 |
|
|
|
14,338 |
|
|
|
14,329 |
|
||
Smile Brands Inc. |
|
10/14/2025 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.05 |
% |
|
3M L+450 |
|
|
|
11,887 |
|
|
|
11,796 |
|
|
|
11,441 |
|
||
Solutionreach, Inc. |
|
1/17/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
8.87 |
% |
|
1M L+575 |
|
|
|
5,630 |
|
|
|
5,613 |
|
|
|
5,478 |
|
||
Spendmend Holdings LLC |
|
3/1/2028 |
|
|
Healthcare Technology |
|
|
8.63 |
% |
|
SOFR+575 |
|
|
|
2,949 |
|
|
|
2,910 |
|
|
|
2,851 |
|
||
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction and Building |
|
|
8.37 |
% |
|
3M L+525 |
|
|
|
9,075 |
|
|
|
9,015 |
|
|
|
9,030 |
|
||
Summit Behavioral Healthcare, LLC |
|
11/24/2028 |
|
|
Healthcare and Pharmaceuticals |
|
|
9.45 |
% |
|
3M L+475 |
|
|
|
1,800 |
|
|
|
1,698 |
|
|
|
1,692 |
|
||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
8/16/2027 |
|
|
Aerospace and Defense |
|
|
10.94 |
% |
|
SOFR+600 |
|
|
|
14,850 |
|
|
|
14,603 |
|
|
|
14,657 |
|
||
Team Services Group, LLC |
|
11/24/2028 |
|
|
Healthcare and Pharmaceuticals |
|
|
9.95 |
% |
|
3M L+500 |
|
|
|
349 |
|
|
|
334 |
|
|
|
330 |
|
||
Teneo Holdings LLC |
|
7/18/2025 |
|
|
Business Services |
|
|
9.67 |
% |
|
3M L+525 |
|
|
|
3,127 |
|
|
|
3,086 |
|
|
|
3,001 |
|
||
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
|
Aerospace and Defense |
|
|
10.70 |
% |
|
3M L+600 |
|
|
|
5,645 |
|
|
|
5,590 |
|
|
|
5,589 |
|
||
The Bluebird Group LLC |
|
7/27/2026 |
|
|
Professional Services |
|
|
11.98 |
% |
|
1M L+700 |
|
|
|
1,698 |
|
|
|
1,672 |
|
|
|
1,666 |
|
||
The Infosoft Group, LLC |
|
9/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
9.84 |
% |
|
3M L+575 |
|
|
|
12,883 |
|
|
|
12,879 |
|
|
|
12,786 |
|
||
The Vertex Companies, LLC |
|
8/30/2027 |
|
|
Construction and Engineering |
|
|
9.88 |
% |
|
1M L+550 |
|
|
|
5,564 |
|
|
|
5,469 |
|
|
|
5,447 |
|
||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
9.61 |
% |
|
3M L+550 |
|
|
|
8,722 |
|
|
|
8,592 |
|
|
|
8,484 |
|
||
TVC Enterprises, LLC |
|
3/26/2026 |
|
|
Diversified Consumer Services |
|
|
10.13 |
% |
|
3M L+600 |
|
|
|
14,678 |
|
|
|
14,611 |
|
|
|
14,311 |
|
||
TWS Acquisition Corporation |
|
6/16/2025 |
|
|
Diversified Consumer Services |
|
|
11.46 |
% |
|
3M L+625 |
|
|
|
5,468 |
|
|
|
5,452 |
|
|
|
5,468 |
|
||
Tyto Athene, LLC (New Issue) |
|
4/1/2028 |
|
|
IT Services |
|
|
9.25 |
% |
|
3M L+550 |
|
|
|
15,511 |
|
|
|
15,387 |
|
|
|
14,053 |
|
||
UBEO, LLC |
|
4/3/2024 |
|
|
Capital Equipment |
|
|
9.23 |
% |
|
3M L+450 |
|
|
|
17,345 |
|
|
|
17,273 |
|
|
|
17,085 |
|
||
Unique Indoor Comfort, LLC |
|
5/24/2027 |
|
|
Home and Office Furnishings, Housewares |
|
|
9.98 |
% |
|
SOFR+525 |
|
|
|
4,963 |
|
|
|
4,872 |
|
|
|
4,833 |
|
||
Walker Edison Furniture Company LLC |
|
3/31/2027 |
|
|
Wholesale |
|
|
0.00 |
% |
|
|
|
|
|
12,684 |
|
|
|
12,438 |
|
|
|
6,410 |
|
||
|
|
|
|
|
|
|
(PIK 3.0%) |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||||
Wildcat Buyerco, Inc. |
|
2/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
10.48 |
% |
|
SOFR+575 |
|
|
|
8,524 |
|
|
|
8,487 |
|
|
|
8,240 |
|
||
Zips Car Wash, LLC |
|
3/1/2024 |
|
|
Automobiles |
|
|
11.53 |
% |
|
3M L+725 |
|
|
|
16,915 |
|
|
|
16,717 |
|
|
|
16,534 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
769,096 |
|
|
|
747,402 |
|
||||
Second Lien Secured Debt - 5.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventus Power, Inc. |
|
9/29/2024 |
|
|
Consumer Goods: Durable |
|
|
13.23 |
% |
|
3M L+850 |
|
|
|
3,000 |
|
|
|
2,968 |
|
|
|
2,970 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,968 |
|
|
|
2,970 |
|
||||
Equity Securities - 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
320 |
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
320 |
|
||||
Total Investments - 1,360.1% |
|
|
|
|
|
|
|
|
|
|
|
772,064 |
|
|
|
750,692 |
|
|||||||||
Cash and Cash Equivalents - 75.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,692 |
|
|
|
41,692 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,692 |
|
|
|
41,692 |
|
||||
Total Investments and Cash Equivalents —1,329.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
813,756 |
|
|
$ |
792,384 |
|
||||
Liabilities in Excess of Other Assets — (1,229.0)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(737,189 |
) |
|||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
55,195 |
|
|||||
49
Below is a listing of PSSL’s individual investments as of September 30, 2022 ($ in thousands):
Issuer Name |
|
Maturity |
|
|
|
Current |
|
|
Basis Point |
|
Par |
|
|
Cost |
|
|
Fair Value (2) |
|
||||
First Lien Secured Debt - 1,330.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Ad.net Acquisition, LLC |
|
5/6/2026 |
|
Media |
|
|
9.67 |
% |
|
3M L+600 |
|
|
8,888 |
|
|
$ |
8,788 |
|
|
$ |
8,821 |
|
Alpine Acquisition Corp II |
|
11/30/2026 |
|
Containers and Packaging |
|
|
8.22 |
% |
|
SOFR+600 |
|
|
9,975 |
|
|
|
9,790 |
|
|
|
9,576 |
|
Altamira Technologies, LLC |
|
7/24/2025 |
|
Business Services |
|
|
10.81 |
% |
|
3M L+800 |
|
|
5,225 |
|
|
|
5,113 |
|
|
|
5,042 |
|
American Insulated Glass, LLC |
|
12/21/2023 |
|
Building Products |
|
|
7.79 |
% |
|
3M L+550 |
|
|
4,883 |
|
|
|
4,851 |
|
|
|
4,883 |
|
Anteriad, LLC (f/k/a MeritDirect, LLC) |
|
5/23/2024 |
|
Media: Advertising, Printing & Publishing |
|
|
9.67 |
% |
|
3M L+550 |
|
|
5,284 |
|
|
|
5,208 |
|
|
|
5,284 |
|
Any Hour Services |
|
7/21/2027 |
|
Professional Services |
|
|
8.33 |
% |
|
3M L+525 |
|
|
3,510 |
|
|
|
3,441 |
|
|
|
3,440 |
|
Apex Service Partners, LLC |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
6.72 |
% |
|
1M L+525 |
|
|
1,010 |
|
|
|
1,010 |
|
|
|
1,005 |
|
Apex Service Partners, LLC Term Loan B |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
9.67 |
% |
|
3M L+625 |
|
|
2,202 |
|
|
|
2,202 |
|
|
|
2,191 |
|
Apex Service Partners, LLC Term Loan C |
|
7/31/2025 |
|
Diversified Consumer Services |
|
|
7.86 |
% |
|
3M L+525 |
|
|
11,115 |
|
|
|
11,050 |
|
|
|
11,059 |
|
Applied Technical Services, LLC |
|
12/29/2026 |
|
Commercial Services & Supplies |
|
|
8.76 |
% |
|
3M L+575 |
|
|
8,421 |
|
|
|
8,317 |
|
|
|
8,211 |
|
Arcfield Acquisition Corp. |
|
3/7/2028 |
|
Aerospace and Defense |
|
|
8.99 |
% |
|
SOFR + 575 |
|
|
4,677 |
|
|
|
4,588 |
|
|
|
4,583 |
|
Beta Plus Technologies, Inc. |
|
7/1/2029 |
|
Business Services |
|
|
7.76 |
% |
|
SOFR + 525 |
|
|
5,000 |
|
|
|
4,903 |
|
|
|
4,900 |
|
Blackhawk Industrial Distribution, Inc. |
|
9/17/2024 |
|
Distributors |
|
|
8.62 |
% |
|
SOFR + 500 |
|
|
15,293 |
|
|
|
15,102 |
|
|
|
14,956 |
|
Broder Bros., Co. |
|
12/2/2022 |
|
Consumer Products |
|
|
7.39 |
% |
|
3M L+600 |
|
|
2,417 |
|
|
|
2,417 |
|
|
|
2,417 |
|
By Light Professional IT Services, LLC |
|
5/16/2024 |
|
High Tech Industries |
|
|
9.20 |
% |
|
1M L+662 |
|
|
14,822 |
|
|
|
14,771 |
|
|
|
14,674 |
|
Cadence Aerospace, LLC |
|
11/14/2023 |
|
Aerospace and Defense |
|
|
11.31 |
% |
|
3M L+325 |
|
|
12,412 |
|
|
|
12,385 |
|
|
|
12,288 |
|
|
|
|
|
|
|
(PIK 11.31%) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cartessa Aesthetics, LLC |
|
5/13/2028 |
|
Distributors |
|
|
9.55 |
% |
|
SOFR + 600 |
|
|
6,484 |
|
|
|
6,359 |
|
|
|
6,386 |
|
CF512, Inc. |
|
8/20/2026 |
|
Media |
|
|
9.08 |
% |
|
3M L+600 |
|
|
4,950 |
|
|
|
4,866 |
|
|
|
4,876 |
|
CHA Holdings, Inc. |
|
4/10/2025 |
|
Construction and Engineering |
|
|
8.17 |
% |
|
3M L+450 |
|
|
5,557 |
|
|
|
5,487 |
|
|
|
5,557 |
|
Challenger Performance Optimization, Inc. |
|
8/31/2023 |
|
Business Services |
|
|
9.27 |
% |
|
1M L+575 |
|
|
9,271 |
|
|
|
9,247 |
|
|
|
8,993 |
|
|
|
|
|
|
|
(PIK 1.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Connatix Buyer, Inc. |
|
7/13/2027 |
|
Media |
|
|
8.42 |
% |
|
3M L+550 |
|
|
3,907 |
|
|
|
3,842 |
|
|
|
3,810 |
|
Crane 1 Services, Inc. |
|
8/16/2027 |
|
Commercial Services & Supplies |
|
|
9.39 |
% |
|
3M L+575 |
|
|
2,110 |
|
|
|
2,084 |
|
|
|
2,089 |
|
Douglas Products and Packaging Company LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.87 |
% |
|
3M L+575 |
|
|
8,655 |
|
|
|
8,653 |
|
|
|
8,655 |
|
Douglas Sewer Intermediate, LLC |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.87 |
% |
|
3M L+575 |
|
|
7,248 |
|
|
|
7,246 |
|
|
|
7,248 |
|
Dr. Squatch, LLC |
|
8/31/2027 |
|
Personal Products |
|
|
9.42 |
% |
|
3M L+575 |
|
|
14,862 |
|
|
|
14,610 |
|
|
|
14,639 |
|
DRI Holding Inc. |
|
12/21/2028 |
|
Media |
|
|
8.37 |
% |
|
1M L+525 |
|
|
1,832 |
|
|
|
1,680 |
|
|
|
1,643 |
|
DRS Holdings III, Inc. |
|
11/3/2025 |
|
Consumer Goods: Durable |
|
|
8.87 |
% |
|
1M L+575 |
|
|
15,179 |
|
|
|
15,103 |
|
|
|
14,693 |
|
Duraco Specialty Tapes LLC |
|
6/30/2024 |
|
Containers and Packaging |
|
|
8.62 |
% |
|
1M L+550 |
|
|
10,278 |
|
|
|
10,151 |
|
|
|
10,031 |
|
ECL Entertainment, LLC |
|
5/1/2028 |
|
Hotels, Restaurants and Leisure |
|
|
10.62 |
% |
|
3M L+750 |
|
|
2,621 |
|
|
|
2,598 |
|
|
|
2,581 |
|
ECM Industries, LLC |
|
12/23/2025 |
|
Electronic Equipment, Instruments, and Components |
|
|
7.82 |
% |
|
3M L+475 |
|
|
4,974 |
|
|
|
4,974 |
|
|
|
4,738 |
|
Exigo Intermediate II, LLC |
|
3/15/2027 |
|
Software |
|
|
8.87 |
% |
|
1M L+575 |
|
|
12,935 |
|
|
|
12,759 |
|
|
|
12,644 |
|
Fairbanks Morse Defense |
|
6/17/2028 |
|
Aerospace and Defense |
|
|
8.39 |
% |
|
3M L+475 |
|
|
10,300 |
|
|
|
10,238 |
|
|
|
9,528 |
|
Gantech Acquisition Corp. |
|
5/14/2026 |
|
IT Services |
|
|
9.37 |
% |
|
1M L+625 |
|
|
14,638 |
|
|
|
14,427 |
|
|
|
14,199 |
|
Global Holdings InterCo LLC |
|
3/16/2026 |
|
Diversified Financial Services |
|
|
8.74 |
% |
|
3M L+600 |
|
|
3,904 |
|
|
|
3,888 |
|
|
|
3,728 |
|
Graffiti Buyer, Inc. |
|
8/10/2027 |
|
Trading Companies & Distributors |
|
|
9.17 |
% |
|
3M L+550 |
|
|
2,369 |
|
|
|
2,320 |
|
|
|
2,274 |
|
Hancock Roofing and Construction L.L.C. |
|
12/31/2026 |
|
Insurance |
|
|
8.67 |
% |
|
1M L+500 |
|
|
2,392 |
|
|
|
2,347 |
|
|
|
2,356 |
|
Holdco Sands Intermediate, LLC |
|
11/23/2028 |
|
Aerospace and Defense |
|
|
10.17 |
% |
|
3M L+600 |
|
|
4,963 |
|
|
|
4,874 |
|
|
|
4,863 |
|
HW Holdco, LLC |
|
12/10/2024 |
|
Media |
|
|
6.00 |
% |
|
6M L+575 |
|
|
3,052 |
|
|
|
3,006 |
|
|
|
3,014 |
|
Icon Partners III, LP |
|
5/11/2028 |
|
Automobiles |
|
|
7.55 |
% |
|
3M L+450 |
|
|
2,327 |
|
|
|
1,997 |
|
|
|
1,701 |
|
IDC Infusion Services, Inc. |
|
12/30/2026 |
|
Healthcare Equipment and Supplies |
|
|
10.20 |
% |
|
SOFR+700 |
|
|
9,950 |
|
|
|
9,833 |
|
|
|
9,502 |
|
Imagine Acquisitionco, LLC |
|
11/15/2027 |
|
Software |
|
|
8.42 |
% |
|
1M L+550 |
|
|
5,364 |
|
|
|
5,261 |
|
|
|
5,230 |
|
Inception Fertility Ventures, LLC |
|
12/7/2023 |
|
Healthcare Providers and Services |
|
|
8.55 |
% |
|
SOFR+700 |
|
|
16,620 |
|
|
|
16,309 |
|
|
|
16,454 |
|
Integrative Nutrition, LLC |
|
9/29/2023 |
|
Diversified Consumer Services |
|
|
8.42 |
% |
|
3M L+475 |
|
|
11,187 |
|
|
|
11,168 |
|
|
|
10,963 |
|
Integrity Marketing Acquisition, LLC |
|
8/27/2025 |
|
Insurance |
|
|
7.58 |
% |
|
1M L+550 |
|
|
5,966 |
|
|
|
5,885 |
|
|
|
5,906 |
|
ITI Holdings, Inc. |
|
3/3/2028 |
|
IT Services |
|
|
8.67 |
% |
|
SOFR + 550 |
|
|
3,980 |
|
|
|
3,917 |
|
|
|
3,900 |
|
K2 Pure Solutions NoCal, L.P. |
|
12/20/2023 |
|
Chemicals, Plastics and Rubber |
|
|
11.12 |
% |
|
1M L+800 |
|
|
19,250 |
|
|
|
19,103 |
|
|
|
19,250 |
|
Kinetic Purchaser, LLC |
|
11/10/2027 |
|
Personal Products |
|
|
9.67 |
% |
|
3M L+600 |
|
|
16,830 |
|
|
|
16,451 |
|
|
|
16,494 |
|
Lash OpCo, LLC |
|
2/18/2027 |
|
Personal Products |
|
|
11.17 |
% |
|
3M L+700 |
|
|
14,355 |
|
|
|
14,074 |
|
|
|
14,068 |
|
LAV Gear Holdings, Inc. |
|
10/31/2024 |
|
Capital Equipment |
|
|
9.70 |
% |
|
3M L+550 |
|
|
10,578 |
|
|
|
10,539 |
|
|
|
10,335 |
|
|
|
|
|
|
|
(PIK 2.00%) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lightspeed Buyer Inc. |
|
2/3/2026 |
|
Healthcare Providers and Services |
|
|
9.04 |
% |
|
3M L+575 |
|
|
10,598 |
|
|
|
10,428 |
|
|
|
10,254 |
|
Lucky Bucks, LLC |
|
7/20/2027 |
|
Hotel, Gaming and Leisure |
|
|
8.31 |
% |
|
3M L+550 |
|
|
4,331 |
|
|
|
4,258 |
|
|
|
3,183 |
|
Magenta Buyer, LLC |
|
7/31/2028 |
|
Software |
|
|
7.87 |
% |
|
1M L+475 |
|
|
2,695 |
|
|
|
2,539 |
|
|
|
2,425 |
|
Marketplace Events, LLC - Super Priority First Lien Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
8.19 |
% |
|
1M L+525 |
|
|
647 |
|
|
|
647 |
|
|
|
647 |
|
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan |
|
9/30/2025 |
|
Media: Diversified and Production |
|
|
|
|
|
|
|
589 |
|
|
|
- |
|
|
|
- |
|
|
Marketplace Events, LLC |
|
9/30/2026 |
|
Media: Diversified and Production |
|
|
8.19 |
% |
|
1M L+525 |
|
|
4,837 |
|
|
|
3,527 |
|
|
|
4,837 |
|
Mars Acquisition Holdings Corp. |
|
5/14/2026 |
|
Media |
|
|
8.62 |
% |
|
1M L+550 |
|
|
9,900 |
|
|
|
9,782 |
|
|
|
9,851 |
|
MBS Holdings, Inc. |
|
4/16/2027 |
|
Internet Software and Services |
|
|
8.56 |
% |
|
3M L+575 |
|
|
7,406 |
|
|
|
7,296 |
|
|
|
7,332 |
|
MDI Buyer, Inc. |
|
7/25/2028 |
|
Chemicals, Plastics and Rubber |
|
|
8.98 |
% |
|
3M L+500 |
|
|
5,000 |
|
|
|
4,902 |
|
|
|
4,900 |
|
Meadowlark Acquirer, LLC |
|
12/10/2027 |
|
Professional Services |
|
|
9.17 |
% |
|
3M L+650 |
|
|
2,396 |
|
|
|
2,353 |
|
|
|
2,372 |
|
Mission Critical Electronics, Inc. |
|
3/28/2024 |
|
Capital Equipment |
|
|
8.70 |
% |
|
SOFR+500 |
|
|
5,829 |
|
|
|
5,817 |
|
|
|
5,759 |
|
Municipal Emergency Services, Inc. |
|
9/28/2027 |
|
Distributors |
|
|
8.67 |
% |
|
3M L+500 |
|
|
3,465 |
|
|
|
3,405 |
|
|
|
3,264 |
|
NBH Group LLC |
|
8/19/2026 |
|
Healthcare, Education & Childcare |
|
|
7.80 |
% |
|
1M L+550 |
|
|
10,820 |
|
|
|
10,641 |
|
|
|
10,820 |
|
New Milani Group LLC |
|
6/6/2024 |
|
Consumer Goods: Non-Durable |
|
|
7.75 |
% |
|
3M L+500 |
|
|
14,363 |
|
|
|
14,319 |
|
|
|
14,111 |
|
OIS Management Services, LLC |
|
7/9/2026 |
|
Healthcare Equipment and Supplies |
|
|
8.40 |
% |
|
SOFR+475 |
|
|
5,060 |
|
|
|
4,991 |
|
|
|
5,060 |
|
One Stop Mailing, LLC |
|
5/7/2027 |
|
Air Freight and Logistics |
|
|
9.37 |
% |
|
1M L+625 |
|
|
14,598 |
|
|
|
14,353 |
|
|
|
14,160 |
|
Output Services Group, Inc. |
|
3/27/2024 |
|
Business Services |
|
|
9.80 |
% |
|
3M L+425 |
|
|
7,682 |
|
|
|
7,676 |
|
|
|
5,838 |
|
Owl Acquisition, LLC |
|
2/4/2028 |
|
Professional Services |
|
|
8.41 |
% |
|
3M L+575 |
|
|
3,990 |
|
|
|
3,918 |
|
|
|
3,890 |
|
Ox Two, LLC |
|
5/18/2026 |
|
Construction and Building |
|
|
9.81 |
% |
|
3M L+600 |
|
|
4,925 |
|
|
|
4,866 |
|
|
|
4,827 |
|
PH Beauty Holdings III, Inc. |
|
9/29/2025 |
|
Wholesale |
|
|
8.07 |
% |
|
1M L+500 |
|
|
9,593 |
|
|
|
9,234 |
|
|
|
7,674 |
|
PL Acquisitionco, LLC |
|
11/9/2027 |
|
Textiles, Apparel and Luxury Goods |
|
|
9.62 |
% |
|
1M L+650 |
|
|
8,238 |
|
|
|
8,111 |
|
|
|
8,032 |
|
Plant Health Intermediate, Inc. |
|
10/19/2022 |
|
Chemicals, Plastics and Rubber |
|
|
8.87 |
% |
|
3M L+575 |
|
|
1,562 |
|
|
|
1,561 |
|
|
|
1,562 |
|
PlayPower, Inc. |
|
5/8/2026 |
|
Consumer Goods: Durable |
|
|
9.17 |
% |
|
3M L+550 |
|
|
2,580 |
|
|
|
2,500 |
|
|
|
2,309 |
|
Pragmatic Institute, LLC |
|
7/6/2028 |
|
Education |
|
|
9.30 |
% |
|
SOFR+575 |
|
|
11,250 |
|
|
|
11,056 |
|
|
|
11,138 |
|
Quantic Electronics, LLC |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
8.41 |
% |
|
1M L+625 |
|
|
4,845 |
|
|
|
4,755 |
|
|
|
4,729 |
|
Quantic Electronics, LLC - Unfunded Term Loan |
|
11/19/2026 |
|
Aerospace and Defense |
|
|
|
|
1M L+625 |
|
|
1,888 |
|
|
|
- |
|
|
|
- |
|
|
Reception Purchaser, LLC |
|
2/28/2028 |
|
Air Freight and Logistics |
|
|
9.13 |
% |
|
SOFR+600 |
|
|
4,975 |
|
|
|
4,904 |
|
|
|
4,751 |
|
Recteq, LLC |
|
1/29/2026 |
|
Leisure Products |
|
|
9.92 |
% |
|
3M L+600 |
|
|
4,925 |
|
|
|
4,856 |
|
|
|
4,753 |
|
Research Now Group, LLC and Dynata, LLC |
|
12/20/2024 |
|
Diversified Consumer Services |
|
|
8.84 |
% |
|
3M L+550 |
|
|
12,564 |
|
|
|
12,354 |
|
|
|
11,291 |
|
50
Issuer Name |
|
Maturity |
|
|
Industry |
|
Current |
|
|
Basis Point |
|
|
Par / |
|
|
Cost |
|
|
Fair Value (2) |
|
||||||
Sales Benchmark Index LLC |
|
1/3/2025 |
|
|
Professional Services |
|
|
9.67 |
% |
|
3M L+600 |
|
|
|
5,013 |
|
|
$ |
4,960 |
|
|
$ |
4,963 |
|
||
Sargent & Greenleaf Inc. |
|
12/20/2024 |
|
|
Wholesale |
|
|
8.62 |
% |
|
3M L+550 |
|
|
|
5,240 |
|
|
|
5,202 |
|
|
|
5,187 |
|
||
Schlesinger Global, Inc. |
|
7/14/2025 |
|
|
Business Services |
|
|
10.27 |
% |
|
SOFR+500 |
|
|
|
11,847 |
|
|
|
11,829 |
|
|
|
11,551 |
|
||
|
|
|
|
|
|
|
(PIK 0.50%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sigma Defense Systems, LLC |
|
12/18/2025 |
|
|
Aerospace and Defense |
|
|
12.17 |
% |
|
1M L+850 |
|
|
|
14,716 |
|
|
|
14,411 |
|
|
|
14,421 |
|
||
Smile Brands Inc. |
|
10/14/2025 |
|
|
Healthcare and Pharmaceuticals |
|
|
7.05 |
% |
|
3M L+450 |
|
|
|
11,917 |
|
|
|
11,807 |
|
|
|
11,470 |
|
||
Solutionreach, Inc. |
|
1/17/2024 |
|
|
Healthcare and Pharmaceuticals |
|
|
8.87 |
% |
|
1M L+575 |
|
|
|
5,647 |
|
|
|
5,625 |
|
|
|
5,511 |
|
||
Spendmend Holdings LLC |
|
3/1/2028 |
|
|
Healthcare Technology |
|
|
8.63 |
% |
|
SOFR+575 |
|
|
|
2,956 |
|
|
|
2,916 |
|
|
|
2,873 |
|
||
STV Group Incorporated |
|
12/11/2026 |
|
|
Construction and Building |
|
|
8.37 |
% |
|
3M L+525 |
|
|
|
9,075 |
|
|
|
9,011 |
|
|
|
8,985 |
|
||
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) |
|
8/16/2027 |
|
|
Aerospace and Defense |
|
|
8.73 |
% |
|
SOFR+600 |
|
|
|
14,888 |
|
|
|
14,623 |
|
|
|
14,649 |
|
||
Teneo Holdings LLC |
|
7/18/2025 |
|
|
Business Services |
|
|
8.38 |
% |
|
3M L+625 |
|
|
|
2,786 |
|
|
|
2,757 |
|
|
|
2,623 |
|
||
The Aegis Technologies Group, LLC |
|
10/31/2025 |
|
|
Aerospace and Defense |
|
|
9.55 |
% |
|
3M L+500 |
|
|
|
5,659 |
|
|
|
5,600 |
|
|
|
5,603 |
|
||
The Bluebird Group LLC |
|
7/27/2026 |
|
|
Professional Services |
|
|
10.67 |
% |
|
1M L+700 |
|
|
|
1,707 |
|
|
|
1,679 |
|
|
|
1,724 |
|
||
The Infosoft Group, LLC |
|
9/16/2024 |
|
|
Media: Broadcasting and Subscription |
|
|
8.47 |
% |
|
3M L+525 |
|
|
|
12,957 |
|
|
|
12,952 |
|
|
|
12,859 |
|
||
The Vertex Companies, LLC |
|
8/30/2027 |
|
|
Construction and Engineering |
|
|
8.62 |
% |
|
1M L+550 |
|
|
|
5,578 |
|
|
|
5,479 |
|
|
|
5,550 |
|
||
TPC Canada Parent, Inc. and TPC US Parent, LLC |
|
11/24/2025 |
|
|
Consumer Goods: Non-Durable |
|
|
8.30 |
% |
|
3M L+475 |
|
|
|
8,744 |
|
|
|
8,604 |
|
|
|
8,482 |
|
||
TVC Enterprises, LLC |
|
3/26/2026 |
|
|
Diversified Consumer Services |
|
|
8.87 |
% |
|
3M L+550 |
|
|
|
14,952 |
|
|
|
14,871 |
|
|
|
14,578 |
|
||
TWS Acquisition Corporation |
|
6/16/2025 |
|
|
Diversified Consumer Services |
|
|
8.76 |
% |
|
3M L+625 |
|
|
|
5,468 |
|
|
|
5,450 |
|
|
|
5,441 |
|
||
Tyto Athene, LLC (New Issue) |
|
4/1/2028 |
|
|
IT Services |
|
|
7.76 |
% |
|
3M L+550 |
|
|
|
15,550 |
|
|
|
15,421 |
|
|
|
14,446 |
|
||
UBEO, LLC |
|
4/3/2024 |
|
|
Capital Equipment |
|
|
8.17 |
% |
|
3M L+450 |
|
|
|
17,390 |
|
|
|
17,305 |
|
|
|
17,129 |
|
||
Unique Indoor Comfort, LLC |
|
5/24/2027 |
|
|
Home and Office Furnishings, Housewares |
|
|
8.95 |
% |
|
SOFR+525 |
|
|
|
4,975 |
|
|
|
4,880 |
|
|
|
4,866 |
|
||
Walker Edison Furniture Company LLC |
|
3/31/2027 |
|
|
Wholesale |
|
|
12.42 |
% |
|
3M L+575 |
|
|
|
12,684 |
|
|
|
12,438 |
|
|
|
8,473 |
|
||
|
|
|
|
|
|
|
(PIK 3.0%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wildcat Buyerco, Inc. |
|
2/27/2026 |
|
|
Electronic Equipment, Instruments, and Components |
|
|
9.45 |
% |
|
SOFR+550 |
|
|
|
8,546 |
|
|
|
8,506 |
|
|
|
8,261 |
|
||
Zips Car Wash, LLC |
|
3/1/2024 |
|
|
Automobiles |
|
|
10.35 |
% |
|
3M L+725 |
|
|
|
16,957 |
|
|
|
16,711 |
|
|
|
16,533 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total First Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
767,316 |
|
|
|
751,627 |
|
||||
Second Lien Secured Debt - 5.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventus Power, Inc. |
|
9/29/2024 |
|
|
Consumer Goods: Durable |
|
|
12.17 |
% |
|
3M L+850 |
|
|
|
3,000 |
|
|
|
2,963 |
|
|
|
2,955 |
|
||
Total Second Lien Secured Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,963 |
|
|
|
2,955 |
|
||||
Equity Securities - 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New MPE Holdings, LLC |
|
|
— |
|
|
Media: Diversified and Production |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
139 |
|
Total Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
139 |
|
||||
Total Investments - 1,335.9% |
|
|
|
|
|
|
|
|
|
|
|
770,280 |
|
|
|
754,722 |
|
|||||||||
Cash and Cash Equivalents - 59.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BlackRock Federal FD Institutional 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,725 |
|
|
|
33,705 |
|
||||
Total Cash and Cash Equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,725 |
|
|
|
33,705 |
|
||||
Total Investments and Cash Equivalents —1,329.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
804,005 |
|
|
$ |
788,427 |
|
||||
Liabilities in Excess of Other Assets — (1,229.0)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(731,931 |
) |
|||||
Members' Equity—100.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56,496 |
|
|||||
Below are the consolidated statements of assets and liabilities for PSSL ($ in thousands):
|
|
|
|
|
|
|
|
||
|
|
December 31, 2022 |
|
|
|
|
|
||
|
|
(Unaudited) |
|
|
|
September 30, 2022 |
|
||
Assets |
|
|
|
|
|
|
|
||
Investments at fair value (cost—$772,064 and $770,280, respectively) |
$ |
|
750,692 |
|
|
$ |
|
754,722 |
|
Cash and cash equivalents (cost—$41,692 and $33,725, respectively) |
|
|
41,692 |
|
|
|
|
33,705 |
|
Interest receivable |
|
|
3,637 |
|
|
|
|
3,025 |
|
Receivable for investment sold |
|
|
— |
|
|
|
|
3,637 |
|
Prepaid expenses and other assets |
|
|
1,365 |
|
|
|
|
1,722 |
|
Total assets |
|
|
797,386 |
|
|
|
|
796,811 |
|
Liabilities |
|
|
|
|
|
|
|
||
Credit facility payable |
|
|
244,800 |
|
|
|
|
259,500 |
|
2032 Asset-backed debt, net (par—$246,000) |
|
|
243,517 |
|
|
|
|
243,365 |
|
Notes payable to members |
|
|
227,850 |
|
|
|
|
217,350 |
|
Payable for investments purchased |
|
|
14,973 |
|
|
|
|
10,414 |
|
Interest payable on notes to members |
|
|
5,581 |
|
|
|
|
4,719 |
|
Interest payable on Credit Facility and asset backed debt |
|
|
4,831 |
|
|
|
|
3,817 |
|
Accrued expenses |
|
|
639 |
|
|
|
|
1,150 |
|
Total liabilities |
|
|
742,191 |
|
|
|
|
740,315 |
|
Commitments and contingencies (1) |
|
|
|
|
|
|
|
||
Members' equity |
|
|
55,195 |
|
|
|
|
56,496 |
|
Total liabilities and members' equity |
$ |
|
797,386 |
|
|
$ |
|
796,811 |
|
51
(1) As of December 31, 2022 and September 30, 2022, PSSL had unfunded commitments to fund investments of $3.9 million and $0.6 million, respectively.
Below are the consolidated statements of operations for PSSL ($ in thousands):
|
|
|
Three months ended December 31, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
Investment income: |
|
|
|
|
|
|
|
||
Interest |
|
|
$ |
19,617 |
|
|
$ |
10,951 |
|
Other income |
|
|
|
110 |
|
|
|
871 |
|
Total investment income |
|
|
|
19,727 |
|
|
|
11,822 |
|
Expenses: |
|
|
|
|
|
|
|
||
Interest and expense on credit facility and asset-backed debt |
|
|
|
8,641 |
|
|
|
3,174 |
|
Interest expense on notes to members |
|
|
|
6,810 |
|
|
|
3,554 |
|
Administrative services expenses |
|
|
|
508 |
|
|
|
300 |
|
General and administrative expenses |
|
|
|
300 |
|
|
|
289 |
|
Total expenses |
|
|
|
16,259 |
|
|
|
7,317 |
|
Net investment income |
|
|
|
3,468 |
|
|
|
4,505 |
|
Realized and unrealized gain (loss) on investments and credit facility foreign currency translation: |
|
|
|
|
|
|
|
||
Net realized gain (loss) on: |
|
|
|
|
|
|
|
||
Investments |
|
|
|
(60 |
) |
|
|
(348 |
) |
Credit facility foreign currency translation |
|
|
|
(10 |
) |
|
|
|
|
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
|
|
|
||
Investments |
|
|
|
(5,800 |
) |
|
|
(3,204 |
) |
Credit facility foreign currency translation |
|
|
|
— |
|
|
|
— |
|
Net change in unrealized appreciation (depreciation) on investments and credit facility foreign currency translations |
|
|
|
(5,800 |
) |
|
|
(3,204 |
) |
Net realized and unrealized gain (loss) from investments and credit facility foreign currency translations |
|
|
|
(5,870 |
) |
|
|
(3,552 |
) |
Net increase (decrease) in members' equity resulting from operations |
|
|
$ |
(2,402 |
) |
|
$ |
953 |
|
Off-Balance Sheet Arrangements
We currently engage in no off-balance sheet arrangements other than our funding requirements for the unfunded investments described above.
Distributions
In order to be treated as a RIC for federal income tax purposes and to not be subject to corporate-level tax on undistributed income or gains, we are required, under Subchapter M of the Code, to annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of our investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for federal income tax purposes to our stockholders in respect of each calendar year an amount at least equal to the Excise Tax Avoidance Requirement. In addition, although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually, out of the assets legally available for such distributions in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, subject to maintaining our ability to be taxed as a RIC, in order to provide us with additional liquidity.
During the three months ended December 31, 2022 and 2021, we declared distributions of $0.285 per share for total distributions of $12.9 million and $0.285 per share for total distributions of $11.1 million, respectively. We monitor available net investment income to determine if a return of capital for tax purposes may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, stockholders will be notified of the portion of those distributions deemed to be a tax return of capital. Tax characteristics of all distributions will be reported to stockholders subject to information reporting on Form 1099-DIV after the end of each calendar year and in our periodic reports filed with the SEC.
We intend to continue to make monthly distributions to our stockholders. Our monthly distributions, if any, are determined by our board of directors quarterly.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings applicable to us as a BDC under the 1940 Act and due to provisions in future credit facilities. If we do not distribute at least a certain percentage of our income annually, we could suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update, or ASU, No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the year ended September 30, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto.
In March 2022, the FASB issued ASU No. 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
52
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
RECENT DEVELOPMENTS
In connection with our January 23, 2023 public offering, we issued approximately 4.3 million shares of common stock resulting in net proceeds exclusive of offering expenses to the Company of approximately $47.6 million, or $11.20 per share.
The Adviser, has agreed to pay the underwriters a supplemental payment of $0.10 per share, which reflects the difference between the public offering price of $11.10 and the net proceeds of $11.20 per share received by the Company in this offering. In addition, the Adviser has agreed to bear the sales load payable to the underwriters. The Company is not obligated to repay either the supplemental payment or the sales load paid by the Adviser.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. As of December 31, 2022, our debt portfolio consisted of 100.0% variable-rate investments. The variable-rate loans are usually based on a SOFR (or an alternative risk-free floating interest rate index) rate and typically have durations of three months, after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.
Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:
Change in Interest Rates |
|
Change in Interest Income, |
|
|
Change in Interest Income, |
|
||
Down 1% |
|
$ |
(6,141 |
) |
|
$ |
(0.14 |
) |
Up 1% |
|
|
6,457 |
|
|
|
0.14 |
|
Up 2% |
|
|
12,756 |
|
|
|
0.28 |
|
Up 3% |
|
|
19,055 |
|
|
|
0.42 |
|
Up 4% |
|
|
25,354 |
|
|
|
0.56 |
|
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.
Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds, as well as our level of leverage. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income or net assets.
We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Credit Facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.
Item 4. Controls and Procedures
As of the period covered by this Report, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, a material weakness was previously identified in connection with our internal control over financial reporting relating to procedures ensuring the timely transmission of portfolio company financial information to our independent valuation service providers. We have taken steps to remediate this material weakness, which stepshave included (i) enhancing existing controls to ensure the timely transmission of all relevant portfolio company financial information to our independent service providers and (ii) enhancing policies and procedures to demonstrate a commitment to improving our overall control environment.
Taking the above efforts into consideration, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures for the quarter ended December 31, 2022 were effective and provided reasonable assurance that information required to be disclosed in our periodic filings with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Other than disclosed in this Item 4, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
53
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None of us, our Investment Adviser or our Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Investment Adviser or Administrator. From time to time, we, our Investment Adviser or Administrator, may be a party to certain legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these and any future legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information set forth in this Report, you should consider carefully the factors discussed below, as well as in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 filed on November 17, 2022, which could materially affect our business, financial condition and/or operating results. The risks described below, as well as in our Annual Report on Form 10-K are not the only risks facing PennantPark Floating Rate Capital Ltd. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Legislation enacted in 2018 allows us to incur additional leverage.
A BDC has historically been able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in Section 61(a)(2) of the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Consolidated Appropriations Act of 2018 (which includes the SBCAA) was enacted which amended the 1940 Act to decrease this percentage from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity) for a BDC that has received either stockholder approval or approval of a “required majority” (as defined in Section 57(o) of the 1940 Act) of its board of directors of the application of such lower asset coverage ratio to the BDC. On April 5, 2018, our board of directors approved such reduction. As of April 5, 2019, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirement, which may increase the risk of investing in us. Under the 200% minimum asset coverage ratio, we were permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity and, under the 150% minimum asset coverage ratio, we are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a)(2) of the 1940 Act permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1-to-1 to a maximum of 2-to-1. In addition, since our base management fee is determined and payable based upon our average adjusted gross assets, which includes any borrowings for investment purposes, our base management fee expense may increase if we incur additional leverage.
Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject to tax as a RIC, we may need to raise additional capital to finance our growth. If funds are not available to us, we may need to curtail new investments, and our common stock value could decline.
In connection with satisfying the requirements to be subject to tax as a RIC for federal income tax purposes, we intend to distribute to our stockholders substantially all of our investment company taxable income and net capital gains each taxable year. However, we may retain all or a portion of our net capital gains and incur applicable income taxes with respect thereto and elect to treat such retained net capital gains as deemed dividend distributions to our stockholders.
As noted above, on April 5, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), approved a reduction of our asset coverage ratio from 200% to 150%. As a result, as of April 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). If we incur additional indebtedness under this provision, the risk of investing in us will increase. If the value of our assets declines, we may be unable to satisfy this asset coverage test. If that happens, we may be required to sell a portion of our investments or sell additional common stock and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous. In addition, the issuance of additional securities could dilute the percentage ownership of our current stockholders in us.
We are partially dependent on our subsidiary, Funding I, for cash distributions to enable us to meet the distribution requirements in order to permit us to be subject to tax as a RIC. In this regard, Funding I is limited by its covenants from making certain distributions to us that may be necessary to fulfill our requirements to be subject to tax as a RIC. In such case, we would need to request a waiver of these covenants’ restrictions for Funding I to make certain distributions to enable us to be subject to tax as a RIC. We cannot assure you that Funding I will be granted such a waiver, and if Funding I is unable to obtain a waiver, compliance with the covenants may cause us to incur a corporate-level income tax.
If we incur additional debt, it could increase the risk of investing in our shares.
We have indebtedness outstanding pursuant to our Credit Facility, 2023 Notes, 2026 Notes and the 2031 Asset-Backed Debt and expect in the future to borrow additional amounts under our Credit Facility or other debt securities, subject to market availability, and, may increase the size of our Credit Facility. We cannot assure you that our leverage will remain at current levels. The amount of leverage that we employ will depend upon our assessment of the market and other factors at the time of any proposed borrowing. Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders or preferred stockholders, if any, and we have granted a security interest in Funding I’s assets in connection with our Credit Facility borrowings. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Any future debt issuance will increase our leverage and may be subordinate to our Credit Facility. In addition, borrowings or debt issuances, also known as leverage, magnify the potential for loss or gain on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then the use of leverage would cause the net asset value attributable to our common stock to decline more than it otherwise would have had we not utilized leverage. Similarly, any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common or preferred stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.
As noted above, on April 5, 2018, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), approved a reduction of our asset coverage ratio. As a result, as of April 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% to 150%. As of such date, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us.
54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
55
Item 6. Exhibits
Unless specifically indicated otherwise, the following exhibits are incorporated by reference to exhibits previously filed with the SEC:
3.1 |
|
|
|
3.2 |
|
|
|
4.1 |
|
|
|
31.1* |
|
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31.2* |
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32.1* |
Certification of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002. |
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32.2* |
Certification of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002. |
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99.1 |
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101.INS* |
Inline XBRL Instance Document |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema |
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101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Filed herewith.
56
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
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PENNANTPARK FLOATING RATE CAPITAL LTD. |
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Date: February 8, 2023 |
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By: |
/s/ Arthur H. Penn |
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Arthur H. Penn |
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
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Date: February 8, 2023 |
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By: |
/s/ Richard T. Allorto, Jr. |
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Richard T. Allorto, Jr. |
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
57
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Arthur H. Penn, Chief Executive Officer of PennantPark Floating Rate Capital, Ltd., certify that:
1. I have reviewed this Report on Form 10-Q of PennantPark Floating Rate Capital, Ltd.;
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: February 8, 2023
/s/ Arthur H. Penn |
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Name: |
Arthur H. Penn |
Title: |
Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Richard T. Allorto, Jr., Chief Financial Officer of PennantPark Floating Rate Capital, Ltd., certify that:
1. I have reviewed this Report on Form 10-Q of PennantPark Floating Rate Capital, Ltd.;
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: February 8, 2023
/s/ Richard T. Allorto, Jr. |
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Name: |
Richard T. Allorto, Jr. |
Title: |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with this Report on Form 10-Q for the three months ended December 31, 2022 (the “Report”) of PennantPark Floating Rate Capital, Ltd. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Arthur H. Penn, Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Arthur H. Penn |
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Name: |
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Arthur H. Penn |
Title: |
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Chief Executive Officer |
Date: |
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February 8, 2023 |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)
In connection with this Report on Form 10-Q for the three months ended December 31, 2022 (the “Report”) of PennantPark Floating Rate Capital, Ltd. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Richard T. Allorto, Jr., Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Richard T. Allorto, Jr. |
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Name: |
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Richard T. Allorto, Jr. |
Title: |
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Chief Financial Officer |
Date: |
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February 8, 2023 |