UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement |
On April 16, 2025, PennantPark Floating Rate Funding I, LLC (the “Borrower”), a wholly-owned subsidiary of PennantPark Floating Rate Capital Ltd. (the “Registrant”), entered into a fourth amendment (the “Amendment”) to its revolving credit and security agreement, originally dated as of August 12, 2021 (the “Credit Facility”), by and among the Borrower, PennantPark Investment Advisers, LLC, as collateral manager, the lenders from time to time party thereto, Truist Bank, as administrative agent for the secured parties and swingline lender, and U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and back-up collateral administrator. Among other things, the Amendment decreased pricing to the secured overnight financing rate (“SOFR”) plus 200 basis points from SOFR plus 225 basis points, extends the reinvestment period by one year from August 12, 2027 to August 14, 2028, extends the maturity period by one year from August 14, 2029 to August 14, 2030, increases the maximum first lien advance rate from 70% to 72.5% and decreases the aggregate commitment amounts of the lenders party thereto from $736,000,000 to $718,000,000, In addition, the Amendment removes one of the lenders party to the Credit Facility.
The description of the Amendment contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 10.1.
| Item 7.01. | Regulation FD Disclosure |
On April 22, 2025, the Registrant issued a press release, included herewith as Exhibit 99.1, and by this reference incorporated herein. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 the Registrant files under the Exchange Act. All statements other than statements of historical facts included in this report on Form 8-K and Exhibit 99.1 are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. The Registrant undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENNANTPARK FLOATING RATE CAPITAL LTD. | ||||||
| Date: April 22, 2025 | By: | /s/ Richard T. Allorto, Jr. | ||||
| Name: | Richard T. Allorto, Jr. | |||||
| Title: | Chief Financial Officer & Treasurer | |||||