UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
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 | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 8, 2024, the
registrant had
Table of Contents
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Palmer Square Capital BDC Inc.
Consolidated Statements of Assets and Liabilities
(Unaudited)
| June 30, 2024 (Unaudited) | December 31, 2023 | |||||||
| Assets: | ||||||||
| Non-controlled, non-affiliated investments, at fair value (amortized cost of $ | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Receivables: | ||||||||
| Receivable for sales of investments | ||||||||
| Receivable for paydowns of investments | ||||||||
| Due from investment adviser | ||||||||
| Dividend receivable | ||||||||
| Interest receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Credit facilities (net of deferred financing costs of $ | $ | $ | ||||||
| Notes (net of deferred financing costs of $ | ||||||||
| Payables: | ||||||||
| Payable for investments purchased | ||||||||
| Distributions payable | - | |||||||
| Management fee payable | ||||||||
| Incentive fee payable | ||||||||
| Accrued other general and administrative expenses | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies (Note 9) | ||||||||
| Net Assets: | ||||||||
| Common Shares, $ | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Total distributable earnings (accumulated deficit) | ( | ) | ( | ) | ||||
| Total Net Assets | $ | $ | ||||||
| Total Liabilities and Net Assets | $ | $ | ||||||
| Net Asset Value Per Common Share | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Palmer Square Capital BDC Inc.
Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Income: | ||||||||||||||||
| Investment income from non-controlled, non-affiliated investments: | ||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Dividend income | ||||||||||||||||
| Payment-in-kind interest income | ||||||||||||||||
| Other income | ||||||||||||||||
| Total investment income from non-controlled, non-affiliated investments | ||||||||||||||||
| Total Investment Income | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Incentive fees | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Management fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Directors fees | ||||||||||||||||
| Other general and administrative expenses | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| Less: Management fee waiver (Note 3) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net expenses | ||||||||||||||||
| Net Investment Income (Loss) | ||||||||||||||||
| Realized and unrealized gains (losses) on investments and foreign currency transactions | ||||||||||||||||
| Net realized gains (losses): | ||||||||||||||||
| Non-controlled, non-affiliated investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total net realized gains (losses) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net change in unrealized gains (losses): | ||||||||||||||||
| Non-controlled, non-affiliated investments | ( | ) | ||||||||||||||
| Total net change in unrealized gains (losses) | ( | ) | ||||||||||||||
| Total realized and unrealized gains (losses) | ( | ) | ( | ) | ||||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | $ | $ | $ | ||||||||||||
| Per Common Share Data: | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Palmer Square Capital BDC Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Increase (Decrease) in Net Assets Resulting from Operations: | ||||||||||||||||
| Net investment income (loss) | $ | $ | $ | $ | ||||||||||||
| Net realized gains (losses) on investments and foreign currency transactions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts | ( | ) | ||||||||||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||||||||||
| Decrease in Net Assets Resulting from Stockholder Distributions | ||||||||||||||||
| Dividends and distributions to stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Decrease in Net Assets Resulting from Stockholder Distributions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Increase in Net Assets Resulting from Capital Share Transactions | ||||||||||||||||
| Issuance of common shares | ||||||||||||||||
| Shares issued in connection with dividend reinvestment plan (Note 7) | ||||||||||||||||
| Repurchase of common shares | ( | ) | ( | ) | ||||||||||||
| Net Increase in Net Assets Resulting from Capital Share Transactions | ||||||||||||||||
| Total Increase (Decrease) in Net Assets | ( | ) | ||||||||||||||
| Net Assets, Beginning of Period | ||||||||||||||||
| Net Assets, End of Period | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Palmer Square Capital BDC Inc.
Consolidated Statements of Cash Flows
(Unaudited)
| For the Six Months Ended June 30 | ||||||||
| 2024 | 2023 | |||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | ||||||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | ||||||||
| Net realized (gains)/losses on investments | ||||||||
| Net change in unrealized (gains)/losses on investments | ( | ) | ( | ) | ||||
| Net accretion of discount on investments | ( | ) | ( | ) | ||||
| Payment-in-kind interest | ( | ) | ||||||
| Purchases of short-term investments | ( | ) | ( | ) | ||||
| Purchases of portfolio investments | ( | ) | ( | ) | ||||
| Proceeds from sale of short-term investments | ||||||||
| Proceeds from sale of portfolio investments | ||||||||
| Amortization of deferred financing cost | ||||||||
| Increase/(decrease) in operating assets and liabilities: | ||||||||
| (Increase)/decrease in receivable for sales of investments | ||||||||
| (Increase)/decrease in interest and dividends receivable | ( | ) | ( | ) | ||||
| (Increase)/decrease in due from investment adviser | ( | ) | ||||||
| (Increase)/decrease in receivable for paydowns of investments | ( | ) | ( | ) | ||||
| (Increase)/decrease in prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Increase/(decrease) in interest payable on credit facilities | ||||||||
| Increase/(decrease) in payable for investments purchased | ( | ) | ||||||
| Increase/(decrease) in management fees payable | ||||||||
| Increase/(decrease) in incentive fee payable | ||||||||
| Increase/(decrease) in accrued other general and administrative expenses | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Borrowings on the credit facilities | ||||||||
| Payments on the credit facilities | ( | ) | ( | ) | ||||
| Borrowings on the notes | ||||||||
| Payments of debt issuance costs | ( | ) | ( | ) | ||||
| Distributions paid in cash | ( | ) | ( | ) | ||||
| Purchase of common shares for dividend reinvestment plan | - | |||||||
| Repurchase of common shares | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase/(decrease) in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental and Non-Cash Information: | ||||||||
| Interest paid during the period | $ | $ | ||||||
| Distributions declared during the period | $ | $ | ||||||
| Reinvestment of distributions during the period | $ | $ | ||||||
| Distributions payable | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Debt Investments | ||||||||||||||||||||||
| First Lien Senior Secured(2) | ||||||||||||||||||||||
| 888 Holdings PLC (4)(6)(8) | Hotels, Restaurants and Leisure | $ | $ | $ | % | |||||||||||||||||
| AAdvantage Loyalty IP Ltd. (4)(8) | Insurance | % | ||||||||||||||||||||
| AccentCare, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. (10) | Insurance | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. | Insurance | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. | Insurance | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. (7) | Insurance | % | ||||||||||||||||||||
| Acrisure, LLC (6)(8) | Insurance | % | ||||||||||||||||||||
| Ahead DB Holdings, LLC (6)(8) | IT Services | % | ||||||||||||||||||||
| AI Aqua Merger Sub, Inc., (6)(7)(8) | Food Products | % | ||||||||||||||||||||
| Aimbridge Acquisition Co., Inc. (6)(8) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Alliant Holdings Intermediate LLC (6)(8) | Insurance | % | ||||||||||||||||||||
| Allied Universal Holdco LLC (6)(8) | Professional Services | % | ||||||||||||||||||||
| Allspring Buyer LLC (8) | Diversified Financial Services | % | ||||||||||||||||||||
| Amentum Government Services Holdings LLC (6)(8) | Aerospace and Defense | % | ||||||||||||||||||||
| American Rock Salt Company LLC (6) | Metals and Mining | % | ||||||||||||||||||||
| Amynta Agency Borrower Inc. (Amynta Warranty Borrower Inc.) (6)(8) | Insurance | % | ||||||||||||||||||||
| Ankura Consulting Group, LLC (6) | Professional Services | % | ||||||||||||||||||||
| AP Gaming I, LLC (4)(6)(8) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Aptean Inc (7)(11) | Software | % | ||||||||||||||||||||
| Aptean Inc (7) | Software | % | ||||||||||||||||||||
| AQA Acquisition Holding, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| Aramsco, Inc. (7) | Machinery | % | ||||||||||||||||||||
| ARC Falcon I Inc. (6)(8) | Chemicals | % | ||||||||||||||||||||
5
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Aretec Group, Inc. (6)(8) | Diversified Financial Services | % | ||||||||||||||||||||
| Aruba Investments, Inc. (6)(8) | Chemicals | % | ||||||||||||||||||||
| Ascend Learning, LLC (6)(8) | Professional Services | % | ||||||||||||||||||||
| Aspire Bakeries Holdings, LLC (8) | Food Products | % | ||||||||||||||||||||
| AssuredPartners, Inc (6)(8) | Insurance | % | ||||||||||||||||||||
| Asurion, LLC | Insurance | % | ||||||||||||||||||||
| Asurion, LLC (6)(8) | Insurance | % | ||||||||||||||||||||
| Athletico Management, LLC (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Autokiniton US Holdings, Inc. (6)(7)(8) | Auto Components | % | ||||||||||||||||||||
| Aveanna Healthcare LLC (4)(6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Bach Finance Limited (4)(8) | Diversified Consumer Services | % | ||||||||||||||||||||
| Barracuda Networks, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| B’laster Holdings, LLC (7) | Chemicals | % | ||||||||||||||||||||
| Boxer Parent Company, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| Carroll County Energy LLC (6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Castle US Holding Corporation (7) | Professional Services | % | ||||||||||||||||||||
| Castle US Holding Corporation (6)(7) | Professional Services | % | ||||||||||||||||||||
| CCI Buyer, Inc. (6)(7)(8) | Wireless Telecommunication Services | % | ||||||||||||||||||||
6
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| CCS-CMGC Holdings, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| CDK Global (8) | Software | % | ||||||||||||||||||||
| Cengage Learning Acquisitions, Inc. (fka TL Acquisitions, Inc.) (4)(6)(8) | Diversified Consumer Services | % | ||||||||||||||||||||
| Congruex Group LLC (7) | Construction and Engineering | % | ||||||||||||||||||||
| Connectwise LLC (6)(8) | IT Services | % | ||||||||||||||||||||
| Consolidated Communications, Inc. (4)(6)(8) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| ConvergeOne Holdings, Inc. (6)(7) | IT Services | % | ||||||||||||||||||||
| Corelogic, Inc. (6)(8) | Internet Software and Services | % | ||||||||||||||||||||
| CP Atlas Buyer, Inc (6)(8) | Building Products | % | ||||||||||||||||||||
| CPM Holdings, Inc. (6)(8) | Machinery | % | ||||||||||||||||||||
| Creation Technologies, Inc. (4)(6)(7)(8) | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
| Crown Subsea Communications Holding, Inc. (6)(8) | Construction and Engineering | % | ||||||||||||||||||||
| Curia Global, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Deerfield Dakota Holding, LLC (6)(8) | Diversified Financial Services | % | ||||||||||||||||||||
| Delivery Hero SE (4)(6) | Diversified Consumer Services | % | ||||||||||||||||||||
| Delta Topco, Inc. (6) | IT Services | % | ||||||||||||||||||||
| DIRECTV Financing, LLC (8) | Media | % | ||||||||||||||||||||
| Dotdash Meredith, Inc. (6)(8) | Media | % | ||||||||||||||||||||
| ECI Software Solutions, Inc. (8) | Software | % | ||||||||||||||||||||
| ECL Entertainment, LLC (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Edelman Financial Engines Center, LLC, The (6)(8) | Diversified Financial Services | % | ||||||||||||||||||||
| EFS Cogen Holdings I, LLC (6)(7)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Endurance International Group, Inc., The (6)(8) | Professional Services | % | ||||||||||||||||||||
| EnergySolutions, LLC (8) | Commercial Services and Supplies | % | ||||||||||||||||||||
| Enverus Holdings, Inc. (7) | Software | % | ||||||||||||||||||||
| EP Purchaser, LLC (8) | Professional Services | % | ||||||||||||||||||||
| EPIC Y-Grade Services, LP (6)(8) | Energy Equipment and Services | % | ||||||||||||||||||||
| Fertitta Entertainment, LLC (6)(8) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Fiesta Purchaser, Inc. (6)(8) | Food Products | % | ||||||||||||||||||||
| Filtration Group Corporation (6)(8) | Industrial Conglomerates | % | ||||||||||||||||||||
7
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| First Brands Group, LLC (6)(8) | Auto Components | % | ||||||||||||||||||||
| Flexera Software LLC (7)(8) | Software | % | ||||||||||||||||||||
| Fugue Finance, LLC (4)(8) | Diversified Consumer Services | % | ||||||||||||||||||||
| Gainwell Acquisition Corp. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Galway Borrower LLC (7)(12) | Insurance | % | ||||||||||||||||||||
| Garda World Security Corporation (4)(6)(8) | Diversified Consumer Services | % | ||||||||||||||||||||
| Generation Bridge Northeast, LLC (6)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Genuine Financial Holdings LLC (4)(6)(8) | Professional Services | % | ||||||||||||||||||||
| Global Medical Response, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Gloves Buyer, Inc. (6)(8) | Industrial Conglomerates | % | ||||||||||||||||||||
| Great Outdoors Group, LLC (6)(8) | Specialty Retail | % | ||||||||||||||||||||
| Grinding Media Inc. (6)(7)(8) | Metals and Mining | % | ||||||||||||||||||||
| GS AcquisitionCo, Inc. (7)(13) | Software | % | ||||||||||||||||||||
| GS AcquisitionCo, Inc. (7)(14) | Software | % | ||||||||||||||||||||
8
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| HAH Group Holding Company LLC (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| HAH Group Holding Company LLC (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| HAH Group Holding Company LLC (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Hamilton Projects Acquiror, LLC (6) | Electric Utilities | % | ||||||||||||||||||||
| Helios Software Holdings, Inc. (4)(6)(8) | Diversified Financial Services | % | ||||||||||||||||||||
| Help/Systems Holdings, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| Idemia Group S.A.S. (4)(6)(8) | Internet Software and Services | % | ||||||||||||||||||||
| Idera, Inc. (6)(8) | IT Services | % | ||||||||||||||||||||
| IMA Financial Group, Inc. (7) | Insurance | % | ||||||||||||||||||||
| Imagefirst Holdings, LLC (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Imagefirst Holdings, LLC (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Inception Finco S.a r.l. (4)(7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Indicor, LLC (8) | Software | % | ||||||||||||||||||||
| Indy US Holdco, LLC (6)(8) | Media | % | ||||||||||||||||||||
| Ineos US Finance LLC (4)(6)(8) | Chemicals | % | ||||||||||||||||||||
| Infinite Bidco, LLC (6)(8) | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
| Infinite Bidco, LLC | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
9
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Inmar, Inc. (6)(7)(8) | Professional Services | % | ||||||||||||||||||||
| Invenergy Thermal Operating I LLC (7)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Invenergy Thermal Operating I LLC (7)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Ivanti Software, Inc. (8) | Software | % | ||||||||||||||||||||
| Ivanti Software, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| IVC Acquisition, Ltd. (4)(6)(8) | Professional Services | % | ||||||||||||||||||||
| Jack Ohio Finance LLC (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Kestrel Acquisition, LLC (6)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Kleopatra Finco S.a.r.l (4)(8) | Containers and Packaging | % | ||||||||||||||||||||
| LBM Acquisition LLC (6)(7)(8) | Building Products | % | ||||||||||||||||||||
| Life Time, Inc. (4)(6)(8) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Lifescan Global Corporation (6) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||
| Lightstone Holdco LLC (6)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Lightstone Holdco LLC (6)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| LogMeIn, Inc. (6) | IT Services | % | ||||||||||||||||||||
| LogMeIn, Inc. (6) | IT Services | % | ||||||||||||||||||||
10
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Logrhythm, Inc. (7) | IT Services | % | ||||||||||||||||||||
| Magenta Buyer LLC (6) | Software | % | ||||||||||||||||||||
| Maverick 1, LLC | Software | % | ||||||||||||||||||||
| Max US Bidco Inc. | Food Products | % | ||||||||||||||||||||
| Medical Solutions L.L.C. (6)(7)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Mermaid Bidco, Inc. | Software | % | ||||||||||||||||||||
| Michael Baker International, LLC (7) | Construction and Engineering | % | ||||||||||||||||||||
| Micro Holding Corp. (6)(8) | IT Services | % | ||||||||||||||||||||
| Midwest Veterinary Partners, LLC (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Minotaur Acquisition, Inc. (7) | Diversified Financial Services | % | ||||||||||||||||||||
| Mitchell International, Inc. (6) | Software | % | ||||||||||||||||||||
| MLN US HoldCo LLC (6) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| Momentive Performance Materials USA, LLC (6)(8) | Chemicals | % | ||||||||||||||||||||
| Motion Acquisition Limited (4)(6) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| MRI Software, LLC (7)(15) | Software | % | ||||||||||||||||||||
| NAPA Management Services Corporation (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Natgasoline LLC (6)(8) | Chemicals | % | ||||||||||||||||||||
| National Mentor Holdings, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| National Mentor Holdings, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Nexus Buyer LLC (6)(8) | Diversified Financial Services | % | ||||||||||||||||||||
| NGL Energy Operating LLC (4)(8) | Oil, Gas and Consumable Fuels | % | ||||||||||||||||||||
| Nielsen Consumer Inc. (6) | Media | % | ||||||||||||||||||||
| Northstar Group Services, Inc. (7) | Construction and Engineering | % | ||||||||||||||||||||
| NSM Top Holdings Corp. (6)(8) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||
| OMNIA Partners, LLC (6)(8) | Professional Services | % | ||||||||||||||||||||
| OneDigital Borrower LLC (6) | Insurance | % | ||||||||||||||||||||
| OneDigital Borrower LLC (6)(8) | Insurance | % | ||||||||||||||||||||
| Ontario Gaming GTA Limited Partnership (4)(6)(8) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Orchid Merger Sub II, LLC (4)(6) | Software | % | ||||||||||||||||||||
| Oregon Clean Energy, LLC (6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Outcomes Group Holdings, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
11
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Padagis, LLC (6)(8) | Pharmaceuticals | % | ||||||||||||||||||||
| Patriot Growth Insurance Services, LLC (7)(16) | Insurance | % | ||||||||||||||||||||
| Peraton Corp. (7)(8) | Aerospace and Defense | % | ||||||||||||||||||||
| Planet US Buyer LLC (6)(8) | Professional Services | % | ||||||||||||||||||||
| Pluto Acquisition I, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| PMHC II Inc. (6)(8) | Chemicals | % | ||||||||||||||||||||
| Prairie ECI Acquiror LP (6)(8) | Oil, Gas and Consumable Fuels | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. | Containers and Packaging | % | ||||||||||||||||||||
| Project Alpha Intermediate Holding, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| Project Boost Purchaser, LLC (6)(8) | Professional Services | % | ||||||||||||||||||||
| Project Boost Purchaser, LLC (8) | Professional Services | % | ||||||||||||||||||||
| Prometric Holdings, Inc. (6)(8) | Diversified Consumer Services | % | ||||||||||||||||||||
| PS Holdco, LLC (7)(8) | Road and Rail | % | ||||||||||||||||||||
| PT Intermediate Holdings III, LLC (7) | Machinery | % | ||||||||||||||||||||
| Quest Software US Holdings Inc. (6) | Software | % | ||||||||||||||||||||
| Radiology Partners, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| RC Buyer, Inc. (8) | Auto Components | % | ||||||||||||||||||||
| RealPage, Inc. (6) | Real Estate Management and Development | % | ||||||||||||||||||||
| RealTruck Group, Inc. | Auto Components | % | ||||||||||||||||||||
| RealTruck Group, Inc. (6) | Auto Components | % | ||||||||||||||||||||
| Red Planet Borrower, LLC (6)(8) | Internet Software and Services | % | ||||||||||||||||||||
| Redstone Holdco 2 LP (6)(7) | IT Services | % | ||||||||||||||||||||
| Refresco (4)(6)(8) | Food Products | % | ||||||||||||||||||||
| Renaissance Holding Corp. (6)(8) | Software | % | ||||||||||||||||||||
| Restoration Hardware, Inc. (4)(6)(8) | Household Durables | % | ||||||||||||||||||||
| Rocket Software, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| Rohm Holding GmbH (4)(6)(7)(8) | Chemicals | % | ||||||||||||||||||||
| Runner Buyer Inc. (7) | Household Durables | % | ||||||||||||||||||||
| Ryan, LLC (7) | Professional Services | % | ||||||||||||||||||||
| Simon & Schuster, Inc. (8) | Media | % | ||||||||||||||||||||
| Sovos Compliance, LLC (7) | Software | % | ||||||||||||||||||||
| Specialty Building Products Holdings, LLC (6)(7)(8) | Building Products | % | ||||||||||||||||||||
12
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Summer BC Holdco B LLC (4)(6)(7)(8) | Media | % | ||||||||||||||||||||
| Talen Energy Supply, LLC (4)(6)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Talen Energy Supply, LLC (4)(6)(8) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Tank Holding Corp. (17) | Containers and Packaging | % | ||||||||||||||||||||
| Tank Holding Corp. | Containers and Packaging | % | ||||||||||||||||||||
| Tank Holding Corp. | Containers and Packaging | % | ||||||||||||||||||||
| Tecta America Corp. (6)(7)(8) | Construction and Engineering | % | ||||||||||||||||||||
| Thryv, Inc. (4)(6) | Professional Services | % | ||||||||||||||||||||
| Titan US Finco, LLC (4)(7) | Media | % | ||||||||||||||||||||
| Tosca Services, LLC (6) | Containers and Packaging | % | ||||||||||||||||||||
| Touchdown Acquirer Inc. (6)(8) | Household Durables | % | ||||||||||||||||||||
| Transnetwork, LLC (7) | Diversified Financial Services | % | ||||||||||||||||||||
| U.S. Renal Care, Inc. (6)(7)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| UKG Inc. (6)(8) | Software | % | ||||||||||||||||||||
| US Radiology Specialists, Inc. (6)(8) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Veracode (6)(8) | Software | % | ||||||||||||||||||||
| VeriFone Systems, Inc. (6) | Commercial Services and Supplies | % | ||||||||||||||||||||
| Vision Solutions, Inc. (6)(8) | IT Services | % | ||||||||||||||||||||
| Vocus Group DD T/L (4)(8) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| WarHorse Gaming, LLC | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Waterbridge NDB Operating LLC (6) | Energy Equipment and Services | % | ||||||||||||||||||||
| Watlow Electric Manufacturing Company (6)(8) | Electrical Equipment | % | ||||||||||||||||||||
| WestJet Loyalty LP (4)(6)(8) | Airlines | % | ||||||||||||||||||||
| Wilsonart LLC (6)(8) | Building Products | % | ||||||||||||||||||||
| Xplor T1, LLC (7) | Professional Services | % | ||||||||||||||||||||
| Total First Lien Senior Secured | $ | $ | % | |||||||||||||||||||
13
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Second Lien Senior Secured(2) | ||||||||||||||||||||||
| American Rock Salt Company LLC | Metals and Mining | % | ||||||||||||||||||||
| ARC Falcon I Inc. (6)(8) | Chemicals | % | ||||||||||||||||||||
| Aruba Investments, Inc. (6)(8) | Chemicals | % | ||||||||||||||||||||
| Asurion, LLC (6)(8) | Insurance | % | ||||||||||||||||||||
| Barracuda Networks, Inc. | Software | % | ||||||||||||||||||||
| DCert Buyer, Inc. (8) | IT Services | % | ||||||||||||||||||||
| Delta Topco, Inc. (6) | IT Services | % | ||||||||||||||||||||
| Edelman Financial Engines Center, LLC, The (8) | Diversified Financial Services | % | ||||||||||||||||||||
| First Brands Group, LLC | Auto Components | % | ||||||||||||||||||||
| Gainwell Acquisition Corp. | Healthcare Providers and Services | % | ||||||||||||||||||||
| Help/Systems Holdings, Inc. | Software | % | ||||||||||||||||||||
| Idera, Inc. | IT Services | % | ||||||||||||||||||||
| Infinite Bidco, LLC (6)(8) | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
| Ivanti Software, Inc. | Software | % | ||||||||||||||||||||
14
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| Magenta Buyer LLC | Software | % | ||||||||||||||||||||
| Mitchell International, Inc. (6)(8) | Software | % | ||||||||||||||||||||
| Nexus Buyer LLC | Diversified Financial Services | % | ||||||||||||||||||||
| OneDigital Borrower LLC (8) | Insurance | % | ||||||||||||||||||||
| Peraton Corp. | Aerospace and Defense | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. (6)(7) | Containers and Packaging | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. (6) | Containers and Packaging | % | ||||||||||||||||||||
| Quest Software US Holdings Inc. | Software | % | ||||||||||||||||||||
| RealPage, Inc. | Real Estate Management and Development | % | ||||||||||||||||||||
| Vision Solutions, Inc. (8) | IT Services | % | ||||||||||||||||||||
| Total Second Lien Senior Secured | % | |||||||||||||||||||||
| Corporate Bonds | ||||||||||||||||||||||
| Acrisure, LLC | Insurance | % | ||||||||||||||||||||
| Acrisure, LLC | Insurance | % | ||||||||||||||||||||
| Altice Financing S.A. (4) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| KOBE US Midco 2 Inc | Chemicals | % | ||||||||||||||||||||
| Total Corporate Bonds | % | |||||||||||||||||||||
| Total Debt Investments | $ | $ | $ | % | ||||||||||||||||||
15
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Maturity | Principal / | Amortized | Fair | Percentage | ||||||||||||||||||
| Portfolio Company(3) | Industry | Interest Rate | Date | Par | Cost(1)(5) | Value | of Net Assets | |||||||||||||||
| CLO Mezzanine(2) | ||||||||||||||||||||||
| 522 Funding CLO 2020-6, Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| APID 2016-24A (4) | Structured Note | % | ||||||||||||||||||||
| ARES 2019-53A (4) | Structured Note | % | ||||||||||||||||||||
| Carlyle US CLO 2020-2, Ltd (4) | Structured Note | % | ||||||||||||||||||||
| CIFC 2018-4A (4) | Structured Note | % | ||||||||||||||||||||
| CIFC 2023-2A (4) | Structured Note | % | ||||||||||||||||||||
| GLM 2021-9A FR (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2020-7A (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2021-10A (4) | Structured Note | % | ||||||||||||||||||||
| GOST 2024-1A E (4) | Structured Note | % | ||||||||||||||||||||
| HLM 2023-18A (4) | Structured Note | % | ||||||||||||||||||||
| MUZ88 2022-1A (4) | Structured Note | % | ||||||||||||||||||||
| Thayer Park CLO, Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| Total CLO Mezzanine | % | |||||||||||||||||||||
| CLO Equity | ||||||||||||||||||||||
| Babson CLO 2018-4A, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Dryden 86 CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| HPS Loan Management 12-2018, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Long Point Park CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Regatta XII Funding Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Signal Peak CLO, LLC (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Stratus CLO Series 2021-1A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Total CLO Equity | % | |||||||||||||||||||||
16
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| Number of | Fair | Percentage | ||||||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||||||
| Equity Investments | ||||||||||||||||||||
| PVKG Investments Holdings Inc (4) | IT Services | NA | % | |||||||||||||||||
| Total Equity Investments | % | |||||||||||||||||||
| Total Equity and Other Investments | $ | $ | $ | % | ||||||||||||||||
| Number of | Fair | Percentage | ||||||||||||||
| Shares | Cost | Value | of Net Assets | |||||||||||||
| Short-Term Investments | ||||||||||||||||
| Fidelity Investments Money Market Government Portfolio - Institutional Class, | % | |||||||||||||||
| Morgan Stanley Liquidity Funds US Dollar Treasury Liquidity Fund - Institutional Class | % | |||||||||||||||
| Total Short-Term Investments | $ | $ | % | |||||||||||||
| Total Investments | $ | $ | % | |||||||||||||
| Liabilities in Excess of Other Assets | ( | ) | ( | )% | ||||||||||||
| Net Assets | $ | % | ||||||||||||||
| (1) |
17
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of June 30, 2024
(Unaudited)
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
| (13) |
| (14) |
| (15) |
| (16) |
| (17) |
The accompanying notes are an integral part of these consolidated financial statements.
18
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Debt Investments | ||||||||||||||||||||||
| First Lien Senior Secured(2) | ||||||||||||||||||||||
| 888 Holdings PLC (4)(6) | Hotels, Restaurants and Leisure | $ | $ | $ | % | |||||||||||||||||
| AAdvantage Loyalty IP Ltd. (4)(6) | Insurance | % | ||||||||||||||||||||
| AccentCare, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. (9) | Insurance | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. | Insurance | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. | Insurance | % | ||||||||||||||||||||
| Accession Risk Management Group, Inc. (7) | Insurance | % | ||||||||||||||||||||
| Acrisure, LLC (6) | Insurance | % | ||||||||||||||||||||
| Acrisure, LLC (6) | Insurance | % | ||||||||||||||||||||
| AI Aqua Merger Sub, Inc., (6)(7) | Food Products | % | ||||||||||||||||||||
| Aimbridge Acquisition Co., Inc. (6) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Alliant Holdings Intermediate LLC (6) | Insurance | % | ||||||||||||||||||||
| Allied Universal Holdco LLC (6) | Professional Services | % | ||||||||||||||||||||
| Amentum Government Services Holdings LLC (6) | Aerospace and Defense | % | ||||||||||||||||||||
| American Rock Salt Company LLC (6) | Metals and Mining | % | ||||||||||||||||||||
| Amynta Agency Borrower, Inc. (6) | Insurance | % | ||||||||||||||||||||
| AP Gaming I, LLC (4)(6) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Apollo Finco BV (4) | Household Durables | % | ||||||||||||||||||||
| Aptean Inc (6)(7) | Software | % | ||||||||||||||||||||
| Aptean Inc (7) | Software | % | ||||||||||||||||||||
| AQA Acquisition Holding, Inc. (6) | Software | % | ||||||||||||||||||||
| Aramsco, Inc. (7) | Machinery | % | ||||||||||||||||||||
| ARC Falcon I Inc. (6) | Chemicals | % | ||||||||||||||||||||
| Aretec Group, Inc. (6) | Diversified Financial Services | % | ||||||||||||||||||||
19
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Ascend Learning, LLC (6) | Professional Services | % | ||||||||||||||||||||
| Aspire Bakeries Holdings, LLC (6) | Food Products | % | ||||||||||||||||||||
| AssuredPartners, Inc. (6) | Insurance | % | ||||||||||||||||||||
| AssuredPartners, Inc. (6) | Insurance | % | ||||||||||||||||||||
| Athletico Management, LLC (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Autokiniton US Holdings, Inc. (6)(7) | Auto Components | % | ||||||||||||||||||||
| Aveanna Healthcare LLC (4)(6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Barracuda Networks, Inc. (6) | Software | % | ||||||||||||||||||||
| B’laster Holdings, LLC (7) | Chemicals | % | ||||||||||||||||||||
| Boxer Parent Company, Inc. (6) | Software | % | ||||||||||||||||||||
| Castle US Holding Corporation (7) | Professional Services | % | ||||||||||||||||||||
| Castle US Holding Corporation (6)(7) | Professional Services | % | ||||||||||||||||||||
| CCI Buyer, Inc. (6)(7) | Wireless Telecommunication Services | % | ||||||||||||||||||||
| CCS-CMGC Holdings, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| CDK Global (6) | Software | % | ||||||||||||||||||||
| Congruex Group LLC (7) | Construction and Engineering | % | ||||||||||||||||||||
| Connectwise LLC (6) | IT Services | % | ||||||||||||||||||||
| Consolidated Communications, Inc. (4)(6) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| ConvergeOne Holdings Corp. (6)(7)(2) | IT Services | % | ||||||||||||||||||||
| Corelogic, Inc. (6) | Internet Software and Services | % | ||||||||||||||||||||
| CP Atlas Buyer, Inc (6) | Building Products | % | ||||||||||||||||||||
| CPM Holdings, Inc. (6) | Machinery | % | ||||||||||||||||||||
| Creation Technologies, Inc. (4)(7) | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
| Crown Subsea Communications Holding, Inc. (6) | Construction and Engineering | % | ||||||||||||||||||||
20
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Curia Global, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Deerfield Dakota Holding, LLC (6) | Diversified Financial Services | % | ||||||||||||||||||||
| Delta Topco, Inc. (6) | IT Services | % | ||||||||||||||||||||
| DIRECTV Financing, LLC (6) | Media | % | ||||||||||||||||||||
| Dotdash Meredith, Inc. (6) | Media | % | ||||||||||||||||||||
| EAB Global, Inc. (6) | Professional Services | % | ||||||||||||||||||||
| ECI Software Solutions, Inc. (6) | Software | % | ||||||||||||||||||||
| ECL Entertainment, LLC (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| EFS Cogen Holdings I, LLC (6)(7) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Endurance International Group, Inc., The (6) | Professional Services | % | ||||||||||||||||||||
| EnergySolutions, LLC (6) | Commercial Services and Supplies | % | ||||||||||||||||||||
| Enverus Holdings, Inc. (7) | Software | % | ||||||||||||||||||||
| EP Purchaser, LLC (6) | Professional Services | % | ||||||||||||||||||||
| EPIC Y-Grade Services, LP (6) | Energy Equipment and Services | % | ||||||||||||||||||||
| Fertitta Entertainment, LLC (6) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Filtration Group Corp. (6) | Industrial Conglomerates | % | ||||||||||||||||||||
| Flexera Software LLC (6)(7) | Software | % | ||||||||||||||||||||
| Fugue Finance, LLC (4)(6) | Diversified Consumer Services | % | ||||||||||||||||||||
| Gainwell Acquisition Corp. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Garda World Security Corporation (4)(6) | Diversified Consumer Services | % | ||||||||||||||||||||
| Generation Bridge Northeast, LLC (6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Genuine Financial Holdings LLC (4)(6) | Professional Services | % | ||||||||||||||||||||
21
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Getty Images, Inc. (4)(6)(7) | Media | % | ||||||||||||||||||||
| Global Medical Response, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Gloves Buyer, Inc. | Machinery | % | ||||||||||||||||||||
| Grab Holdings Inc (4)(6) | IT Services | % | ||||||||||||||||||||
| Great Outdoors Group, LLC (6) | Specialty Retail | % | ||||||||||||||||||||
| Grinding Media Inc. (7) | Metals and Mining | % | ||||||||||||||||||||
| HAH Group Holding Company LLC (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| HAH Group Holding Company LLC (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Hamilton Projects Acquiror, LLC (6)(7) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Helios Software Holdings, Inc. (4)(6) | Diversified Financial Services | % | ||||||||||||||||||||
| Help/Systems Holdings, Inc. (6) | Software | % | ||||||||||||||||||||
| HUB International Ltd. | Insurance | % | ||||||||||||||||||||
| Idera, Inc. (6) | IT Services | % | ||||||||||||||||||||
| IMA Financial Group, Inc. (7) | Insurance | % | ||||||||||||||||||||
| Imagefirst Holdings, LLC (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Indicor, LLC (6) | Software | % | ||||||||||||||||||||
| Indy US Holdco, LLC (6) | Media | % | ||||||||||||||||||||
| Infinite Bidco, LLC (6) | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
| Infinite Bidco, LLC | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
22
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Inmar, Inc. (6)(7) | Professional Services | % | ||||||||||||||||||||
| Invenergy Thermal Operating I LLC (7) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Invenergy Thermal Operating I LLC (7) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| iSolved, Inc. (6) | Software | % | ||||||||||||||||||||
| Ivanti Software, Inc. (6) | Software | % | ||||||||||||||||||||
| Ivanti Software, Inc. (6) | Software | % | ||||||||||||||||||||
| IVC Acquisition, Ltd. (4)(6) | Professional Services | % | ||||||||||||||||||||
| Jack Ohio Finance LLC (7) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Jones DesLauriers Insurance Management Inc. (4)(7) | Insurance | % | ||||||||||||||||||||
| Kestrel Acquisition, LLC (6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Kleopatra Finco S.a.r.l (4)(6) | Containers and Packaging | % | ||||||||||||||||||||
| LBM Acquisition LLC (6)(7) | Building Products | % | ||||||||||||||||||||
| Life Time, Inc. (4)(6) | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| Lifescan Global Corporation (6) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||
| Lightstone Holdco LLC (6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Lightstone Holdco LLC (6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| LogMeIn, Inc. (6) | IT Services | % | ||||||||||||||||||||
| Magenta Buyer LLC (6) | Software | % | ||||||||||||||||||||
| Mariner Wealth Advisors, LLC (7) | Diversified Financial Services | % | ||||||||||||||||||||
| Maverick 1, LLC | Software | % | ||||||||||||||||||||
| Max US Bidco Inc. | Food Products | % | ||||||||||||||||||||
| Medical Solutions L.L.C. (7) | Healthcare Providers and Services | % | ||||||||||||||||||||
23
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Mermaid Bidco, Inc. | Software | % | ||||||||||||||||||||
| Michael Baker International, LLC (7) | Construction and Engineering | % | ||||||||||||||||||||
| Micro Holding Corp. (6) | IT Services | % | ||||||||||||||||||||
| Midwest Veterinary Partners, LLC (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Minotaur Acquisition, Inc. (6)(7) | Diversified Financial Services | % | ||||||||||||||||||||
| Mitchell International, Inc. (6) | Professional Services | % | ||||||||||||||||||||
| MLN US HoldCo LLC (6) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| Momentive Performance Materials USA, LLC (6) | Chemicals | % | ||||||||||||||||||||
| NAPA Management Services Corporation (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| National Mentor Holdings, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| National Mentor Holdings, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Navicure, Inc. (6) | Healthcare Technology | % | ||||||||||||||||||||
| Nexus Buyer LLC (6) | Diversified Financial Services | % | ||||||||||||||||||||
| NorthStar Group Services, Inc. (6)(7) | Commercial Services and Supplies | % | ||||||||||||||||||||
| NSM Top Holdings Corp. (6) | Healthcare Equipment and Supplies | % | ||||||||||||||||||||
| OMNIA Partners, LLC (6) | Professional Services | % | ||||||||||||||||||||
| OneDigital Borrower LLC (6) | Insurance | % | ||||||||||||||||||||
| Orchid Merger Sub II, LLC (4)(6) | Software | % | ||||||||||||||||||||
| Padagis, LLC (6) | Pharmaceuticals | % | ||||||||||||||||||||
24
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Patriot Growth Insurance Services, LLC (7)(10) | Insurance | % | ||||||||||||||||||||
| PECF USS Intermediate Holding III Corporation (7) | Professional Services | % | ||||||||||||||||||||
| Peraton Corp. (7) | Aerospace and Defense | % | ||||||||||||||||||||
| PMHC II Inc. (6) | Chemicals | % | ||||||||||||||||||||
| Prairie ECI Acquiror LP (6) | Oil, Gas and Consumable Fuels | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. | Containers and Packaging | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. (6)(7) | Containers and Packaging | % | ||||||||||||||||||||
| Project Alpha Intermediate Holding, Inc. (6) | Software | % | ||||||||||||||||||||
| Project Boost Purchaser, LLC (6) | Professional Services | % | ||||||||||||||||||||
| Prometric Holdings, Inc. (6) | Diversified Consumer Services | % | ||||||||||||||||||||
| PS Holdco, LLC (7) | Road and Rail | % | ||||||||||||||||||||
| PT Intermediate Holdings III, LLC (7) | Machinery | % | ||||||||||||||||||||
| PT Intermediate Holdings III, LLC (7) | Machinery | % | ||||||||||||||||||||
| PT Intermediate Holdings III, LLC (7) | Machinery | % | ||||||||||||||||||||
| PT Intermediate Holdings III, LLC (7) | Machinery | % | ||||||||||||||||||||
| PT Intermediate Holdings III, LLC | Machinery | % | ||||||||||||||||||||
| Quest Software US Holdings Inc. (6) | Software | % | ||||||||||||||||||||
| Radiology Partners, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| RC Buyer, Inc. (6) | Auto Components | % | ||||||||||||||||||||
| RealPage, Inc. (6) | Real Estate Management and Development | % | ||||||||||||||||||||
| RealTruck Group, Inc. | Auto Components | % | ||||||||||||||||||||
| RealTruck Group, Inc. (6) | Auto Components | % | ||||||||||||||||||||
| Red Planet Borrower, LLC (6) | Internet Software and Services | % | ||||||||||||||||||||
25
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Redstone Holdco 2 LP (6)(7) | IT Services | % | ||||||||||||||||||||
| Refresco (4)(6) | Food Products | % | ||||||||||||||||||||
| Renaissance Holding Corp. (6) | Software | % | ||||||||||||||||||||
| Rocket Software, Inc. (6) | Software | % | ||||||||||||||||||||
| Rohm Holding GMBH (4)(6)(7) | Chemicals | % | ||||||||||||||||||||
| Runner Buyer Inc. (7) | Household Durables | % | ||||||||||||||||||||
| Ryan, LLC (7) | Professional Services | % | ||||||||||||||||||||
| Shearer’s Foods, LLC (6) | Food Products | % | ||||||||||||||||||||
| Simon & Schuster, Inc. (6) | Media | % | ||||||||||||||||||||
| Sophia, L.P. (6) | Software | % | ||||||||||||||||||||
| Sovos Compliance, LLC (7) | Software | % | ||||||||||||||||||||
| Specialty Building Products Holdings, LLC (6)(7) | Building Products | % | ||||||||||||||||||||
| Summer BC Holdco B LLC (4)(7) | Media | % | ||||||||||||||||||||
| Talen Energy Supply, LLC (4)(6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Talen Energy Supply, LLC (4)(6) | Independent Power and Renewable Electricity Producers | % | ||||||||||||||||||||
| Tank Holding Corp. (11) | Containers and Packaging | % | ||||||||||||||||||||
| Tank Holding Corp. | Containers and Packaging | % | ||||||||||||||||||||
| Tank Holding Corp. | Containers and Packaging | % | ||||||||||||||||||||
| Tecta America Corp. (6)(7) | Construction and Engineering | % | ||||||||||||||||||||
| The Edelman Financial Center, LLC (6) | Diversified Financial Services | % | ||||||||||||||||||||
26
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Thryv, Inc. (4)(6) | Professional Services | % | ||||||||||||||||||||
| Titan US Finco, LLC (4)(7) | Media | % | ||||||||||||||||||||
| Tosca Services, LLC (6) | Containers and Packaging | % | ||||||||||||||||||||
| Transnetwork, LLC (7) | Diversified Financial Services | % | ||||||||||||||||||||
| U.S. Renal Care, Inc. (6)(7) | Healthcare Providers and Services | % | ||||||||||||||||||||
| UKG Inc. (6) | Software | % | ||||||||||||||||||||
| US Radiology Specialists, Inc. (6) | Healthcare Providers and Services | % | ||||||||||||||||||||
| Veracode (6) | Software | % | ||||||||||||||||||||
| VeriFone Systems, Inc. (6) | Commercial Services and Supplies | % | ||||||||||||||||||||
| Verscend Holding Corp. (6) | Healthcare Technology | % | ||||||||||||||||||||
| Vision Solutions, Inc. (6) | IT Services | % | ||||||||||||||||||||
| Vocus Group DD T/L (4)(6) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| WarHorse Gaming, LLC | Hotels, Restaurants and Leisure | % | ||||||||||||||||||||
| WaterBridge Midstream Operating, LLC (6) | Energy Equipment and Services | % | ||||||||||||||||||||
| Watlow Electric Manufacturing Company (6) | Electrical Equipment | % | ||||||||||||||||||||
| White Cap Buyer LLC (6) | Building Products | % | ||||||||||||||||||||
| Wilsonart LLC (6) | Building Products | % | ||||||||||||||||||||
| Total First Lien Senior Secured | $ | $ | % | |||||||||||||||||||
27
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Second Lien Senior Secured(2) | ||||||||||||||||||||||
| American Rock Salt Company LLC | Metals and Mining | % | ||||||||||||||||||||
| ARC Falcon I Inc. (6) | Chemicals | % | ||||||||||||||||||||
| Artera Services, LLC (6) | Construction and Engineering | % | ||||||||||||||||||||
| Aruba Investments, Inc. (6) | Chemicals | % | ||||||||||||||||||||
| Asurion, LLC (6) | Insurance | % | ||||||||||||||||||||
| Barracuda Networks, Inc. | Software | % | ||||||||||||||||||||
| DCert Buyer, Inc. (6) | IT Services | % | ||||||||||||||||||||
| Delta Topco, Inc. | IT Services | % | ||||||||||||||||||||
| Energy Acquisition LP | Electrical Equipment | % | ||||||||||||||||||||
| Gainwell Acquisition Corp. | Healthcare Providers and Services | % | ||||||||||||||||||||
| Help/Systems Holdings, Inc. | Software | % | ||||||||||||||||||||
| Idera, Inc. | IT Services | % | ||||||||||||||||||||
| Infinite Bidco, LLC (6) | Electronic Equipment, Instruments and Components | % | ||||||||||||||||||||
| Ivanti Software, Inc. | Software | % | ||||||||||||||||||||
| Magenta Buyer LLC | Software | % | ||||||||||||||||||||
| Paradigm Outcomes | Healthcare Providers and Services | % | ||||||||||||||||||||
28
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| Peraton Corp. | Aerospace and Defense | % | ||||||||||||||||||||
| Pretium PKG Holdings, Inc. (6) | Containers and Packaging | % | ||||||||||||||||||||
| Quest Software US Holdings Inc. | Software | % | ||||||||||||||||||||
| Vision Solutions, Inc. | IT Services | % | ||||||||||||||||||||
| Total Second Lien Senior Secured | % | |||||||||||||||||||||
| Corporate Bonds | ||||||||||||||||||||||
| Altice Financing S.A. (4) | Diversified Telecommunication Services | % | ||||||||||||||||||||
| KOBE US Midco 2 Inc | Chemicals | % | ||||||||||||||||||||
| Total Corporate Bonds | 4,995,000 | 4,495,104 | 4,239,975 | 0.9 | % | |||||||||||||||||
| Total Debt Investments | $ | $ | $ | % | ||||||||||||||||||
| CLO Mezzanine(2) | ||||||||||||||||||||||
| 522 Funding CLO 2020-6, Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| Carlyle US CLO 2020-2, Ltd (4) | Structured Note | % | ||||||||||||||||||||
| Elmwood CLO III Ltd. (4) | Structured Note | % | ||||||||||||||||||||
29
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Portfolio Company(3) | Industry | Interest Rate | Maturity Date | Principal/ Par | Amortized Cost(1)(5) | Fair Value | Percentage of Net Assets | |||||||||||||||
| GoldenTree Loan Management US 2020-7A (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2021-10A (4) | Structured Note | % | ||||||||||||||||||||
| GoldenTree Loan Management US 2021-9A (4) | Structured Note | % | ||||||||||||||||||||
| Thayer Park CLO, Ltd. (4) | Structured Note | % | ||||||||||||||||||||
| Total CLO Mezzanine | % | |||||||||||||||||||||
| CLO Equity | ||||||||||||||||||||||
| Ares CLO Ltd 2021-62A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Babson CLO 2018-4A, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Dryden 86 CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| HPS Loan Management 12-2018, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Long Point Park CLO, Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Regatta XII Funding Ltd. (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Signal Peak CLO, LLC (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Stratus CLO Series 2021-1A (4) | Structured Subordinated Note | % | ||||||||||||||||||||
| Total CLO Equity | % | |||||||||||||||||||||
| Total Equity and Other Investments | $ | $ | $ | % | ||||||||||||||||||
30
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2023
| Number
of Shares | Cost | Fair Value | Percentage of Net Assets | |||||||||||||
| Short-Term Investments | ||||||||||||||||
| Fidelity Investments Money Market Government Portfolio - Institutional Class, | % | |||||||||||||||
| Total Short-Term Investments | $ | $ | % | |||||||||||||
| Total Investments | $ | $ | % | |||||||||||||
| Liabilities in Excess of Other Assets | ( | ) | ( | )% | ||||||||||||
| Net Assets | $ | % | ||||||||||||||
| (1) | The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method. |
| (2) | Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Financing Rate (“SOFR” or “S”), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, the Euro Interbank Offered Rate (“Euribor” or “E”), the U.S. Prime Rate (“P”), or an alternate base rate (which can include the Federal Funds Effective Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of December 31, 2023 that have S+CSA as the base rate, the credit spread adjustment ranges from 10bps to 42.8bps. |
| (3) | As of December 31, 2023, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company. |
| (4) | Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, 13.2% of the Company’s total assets were in non-qualifying investments. |
| (5) | As of December 31, 2023, the tax cost of the Company’s investments approximates their amortized cost. |
| (6) | Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements). |
| (7) | Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements). |
| (8) | |
| (9) | Of the $2,625,000 commitment to Accession Risk Management Group, Inc., $2,457,857.14 was unfunded as of December 31, 2023. |
| (10) | Of the $5,000,000 commitment to Patriot Growth Insurance Services, LLC, $4,650,000 was unfunded as of December 31, 2023. |
| (11) | Of the $899,242.50 commitment to Tank Holding Corp., $597,000 was unfunded as of December 31, 2023. |
The accompanying notes are an integral part of these consolidated financial statements.
31
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Organization
Palmer Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and expects to qualify as a RIC each year thereafter. The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank of America, N.A. (“BofA N.A.”) Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association (“WFB”).
The Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. During the six months ended June 30, 2024 and June 30, 2023, the Company did not invest in any derivative contracts.
The Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management LLC (“PSCM”) and an investment adviser registered under the Investment Advisors Act of 1940, as amended (the “Advisers Act”). The Investment Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”). The Company’s fiscal year ends on December 31.
The Company has four wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit facility with BofA N.A.; PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s credit facility with WFB; Palmer Square BDC CLO 1, Ltd., a special purpose wholly-owned subsidiary established to be the Issuer in connection with the CLO Transaction (as defined below); and Palmer Square BDC CLO 1, LLC a special purpose indirect wholly-owned subsidiary established to be the Co-Issuer in connection with the CLO Transaction. These subsidiaries are consolidated in the financial statements of the Company.
On
January 22, 2024, the Company completed its initial public offering (“IPO”), issuing
32
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 2. Significant Accounting Policies
The Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies. The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
Indemnifications
In the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.
Cash and Cash Equivalents
Cash is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
Debt Issuance Costs
The Company records origination
and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life
of the related debt instrument. Debt issuance costs are presented on the consolidated statements of assets and liabilities as a direct
deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated
financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the consolidated statements
of assets and liabilities as an asset until the debt liability is recorded. As of June 30, 2024, the balance of debt issuance costs was
$
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
33
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
To qualify as a RIC, the Company
must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment,
the Company must distribute to its stockholders, for each taxable year, at least
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Basis of Consolidation
As provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly owned investment company subsidiaries (PS BDC Funding and PS BDC Funding II) in its consolidated financial statements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Non-Accrual Status
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. 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 regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
34
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Management reviews all loans that have principal or interest that is 90 days past due, or when there is reasonable doubt as to the collection of principal or interest to determine if a loan will be placed on non-accrual status. When a loan is placed on non-accrual status, the accrued interest and unpaid interest is generally reversed, and any discount (market or original) is no longer accreted to interest income. Interest payments received while a loan is on non-accrual status may be applied to principal or recognized as income, as determined by management’s judgement regarding collectability.
A loan may be taken off non-accrual status if past due payments are made, and if management determines the issuer is likely to remain current on future payments. Management may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Management may also leave a loan on accrual status while actively seeking recovery of past due payment. As of June 30, 2024, the Company had no portfolio investments on non-accrual status.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-based fees.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, 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 portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
New Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 which extended the effective period through December 31, 2024.
35
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value (“NAV”), overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
Under the Administration Agreement,
the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing
its obligations under the Administration Agreement, including the fees and expenses associated with performing compliance functions and
the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief Compliance
Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the Company,
and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control
assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed based on
the services provided. The Administration Agreement has an initial term of
In addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain other administrative services. The Company has also engaged Equiniti Trust Company, LLC or its affiliates (“Equiniti”) directly to serve as transfer agent, registrar and dividend disbursing agent and has engaged U.S. Bank National Association (“U.S. Bank”) or its affiliates directly to serve as custodian. Prior to the Company’s engagement of Equiniti upon the closing of the IPO, U.S. Bank served as the Company’s transfer agent, distribution paying agent and registrar.
Investment Advisory Agreement
The Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company. The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company.
Subsequent to the IPO, in
return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and
paid quarterly in arrears at an annual rate of
Prior to the IPO, the base
management fee was
36
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Additionally, pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to the IPO because the Advisory Agreement provides that no incentive fee is payable prior to the listing of the Company’s common stock on a national securities exchange. Effective upon completion of the IPO, the Investment Advisor is entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently completed and eleven preceding calendar quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) (each such period is referred to herein as the “Trailing Twelve Quarters”) aggregate net realized losses on the Company’s investments exceed the Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below. In this regard, if the Company’s net realized losses over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment. The amount of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the other hand, if the Company’s net investment income over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) is equal to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment to pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly in arrears commencing with the first calendar quarter following the IPO. The Company will pay the Investment Advisor an Income Incentive Fee with respect to its “adjusted net investment income” in each calendar quarter as follows:
| ● | no Income Incentive Fee in any
calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal to a “hurdle
rate” of |
| ● |
| ● | for any calendar quarter in
which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall equal
|
“Adjusted net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
37
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
“Net realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net investment income” in respect of the particular period means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the particular period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
The Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
Effective upon completion of the IPO, the Investment Advisor has also agreed to use the most recently completed and three preceding calendar quarters (each such period is referred to herein as the “Trailing Four Quarters”) in addition to the Trailing Twelve Quarters to compute the incentive fee payable to it by the Company. In conjunction therewith, the Investment Advisor has agreed to calculate the incentive fee based on the Trailing Twelve Quarters and the Trailing Four Quarters and in the event that any Trailing Four Quarter period calculation produces a lower incentive fee as compared to the applicable Trailing Twelve Quarter period calculation for any quarterly period, then the Trailing Four Quarter Period will be used in connection with the calculation of the incentive fee payable to the Investment Advisor by the Company for such quarter.
The Investment Advisor has agreed to pay all offering costs in connection with the IPO. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees. The Company is not obligated to repay any such offering costs paid by our Investment Advisor.
Note 4. Investments
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| First-lien senior secured debt | $ | $ | $ | $ | ||||||||||||
| Second-lien senior secured debt | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| CLO Mezzanine | ||||||||||||||||
| CLO Equity | ||||||||||||||||
| Equity | ||||||||||||||||
| Short-term investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
As of June 30, 2024, approximately
38
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
| June 30, 2024 | December 31, 2023 | |||||||
| Software | % | % | ||||||
| Healthcare Providers and Services | % | % | ||||||
| Professional Services | % | % | ||||||
| Insurance | % | % | ||||||
| IT Services | % | % | ||||||
| Hotels, Restaurants and Leisure | % | % | ||||||
| Short-Term Investments | % | % | ||||||
| Chemicals | % | % | ||||||
| Diversified Financial Services | % | % | ||||||
| Independent Power and Renewable Electricity Producers | % | % | ||||||
| Media | % | % | ||||||
| Diversified Consumer Services | % | % | ||||||
| Structured Note | % | % | ||||||
| Construction and Engineering | % | % | ||||||
| Building Products | % | % | ||||||
| Auto Components | % | % | ||||||
| Food Products | % | % | ||||||
| Internet Software and Services | % | % | ||||||
| Machinery | % | % | ||||||
| Electronic Equipment, Instruments and Components | % | % | ||||||
| Containers and Packaging | % | % | ||||||
| Metals and Mining | % | % | ||||||
| Aerospace and Defense | % | % | ||||||
| Oil, Gas and Consumable Fuels | % | % | ||||||
| Energy Equipment and Services | % | % | ||||||
| Diversified Telecommunication Services | % | % | ||||||
| Structured Subordinated Note | % | % | ||||||
| Household Durables | % | % | ||||||
| Real Estate Management and Development | % | % | ||||||
| Commercial Services and Supplies | % | % | ||||||
| Wireless Telecommunication Services | % | % | ||||||
| Pharmaceuticals | % | % | ||||||
| Road and Rail | % | % | ||||||
| Electric Utilities | % | - | % | |||||
| Electrical Equipment | % | % | ||||||
| Industrial Conglomerates | % | % | ||||||
| Healthcare Equipment and Supplies | % | % | ||||||
| Specialty Retail | % | % | ||||||
| Airlines | % | % | ||||||
| Healthcare Technology | - | % | % | |||||
| Total | % | % | ||||||
39
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 5. Fair Value of Investments
Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance 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 are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments in private investment companies measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy. As of June 30, 2024 and as of December 31, 2023, there were no investments accounted for using the practical expedient.
The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information 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.
Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
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.
40
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
| Fair Value Hierarchy as of June 30, 2024 | ||||||||||||||||
| Investments: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| First-lien senior secured debt | $ | $ | $ | $ | ||||||||||||
| Second-lien senior secured debt | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| CLO Mezzanine | ||||||||||||||||
| CLO Equity | ||||||||||||||||
| Equity | ||||||||||||||||
| Short Term Investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
| Fair Value Hierarchy as of December 31, 2023 | ||||||||||||||||
| Investments: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| First-lien senior secured debt | $ | $ | $ | |||||||||||||
| Second-lien senior secured debt | ||||||||||||||||
| Corporate Bonds | ||||||||||||||||
| CLO Mezzanine | ||||||||||||||||
| CLO Equity | ||||||||||||||||
| Short Term Investments | ||||||||||||||||
| Total Investments | $ | $ | $ | $ | ||||||||||||
For the six months ended June 30, 2024 and the year ended December 31, 2023, the Company did not recognize any transfers to or from Level 3.
Debt Not Carried at Fair Value
The fair value of the BoA Credit Facility, WF Credit Facility and CLO Transaction, which would be categorized as Level 3 within the fair value hierarchy as of June 30, 2024, approximates their respective carrying values because the BoA Credit Facility, WF Credit Facility and CLO Transaction each have variable interest based on selected short-term rates.
41
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Borrowings
In accordance with the 1940
Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act,
are at least
Bank of America Credit Facility
On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered into a Credit Agreement (as amended, the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
| June 30, 2024 | ||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | |||||||||||||
| BoA Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
| December 31, 2023 | ||||||||||||||||
| Aggregate Principal Committed |
Outstanding Principal |
Amount Available(1) |
Net Carrying Value(2) |
|||||||||||||
| BoA Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) | The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base. |
| (2) |
42
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average debt outstanding under
the BoA Credit Facility during the six months ended June 30, 2024 and June 30, 2023 was $
The loans under the BoA Credit
Facility may be base rate loans or SOFR loans.
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Total interest expense | $ | $ | $ | $ | ||||||||||||
| Average interest rate | % | % | % | % | ||||||||||||
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
Wells Fargo Credit Facility
On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding II and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
On December 18, 2023, the
Company entered into an amendment to the WF Credit Facility (the “WF Credit Facility Fourth Amendment”) that amends the WF
Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility from $
43
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
| June 30, 2024 | ||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | |||||||||||||
| WF Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) |
| (2) |
| December 31, 2023 | ||||||||||||||||
| Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | |||||||||||||
| WF Credit Facility | $ | $ | $ | $ | ||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||
| (1) | The amount available reflects any limitations related to the WF Credit Facility’s borrowing base. |
| (2) |
Average debt outstanding under
the WF Credit Facility during the six months ended June 30, 2024 and June 30, 2023 was $
44
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Prior to April 10, 2023, the
loans under the WF Credit Facility may have been
As of April 10, 2023, the
loans under the WF Credit Facility may be
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Amortization of debt issuance costs | ||||||||||||||||
| Total interest expense | $ | $ | $ | $ | ||||||||||||
| Average interest rate | % | % | % | % | ||||||||||||
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
45
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
CLO Transaction
On May 23, 2024 (the
“Closing Date”), the Company completed a $
The notes offered in the CLO
Transaction were issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability
under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, and consist of
| June 30, 2024 | ||||||||||
| Description | Type | Principal Outstanding | Interest Rate | Credit Rating | ||||||
| Class A Notes | Senior Secured Floating Rate | $ | SOFR + ( | |||||||
| Class B-1 Notes | Senior Secured Floating Rate | SOFR + ( | ||||||||
| Class B-2 Notes | Senior Secured Fixed Rate | ( | ||||||||
| Total Secured Notes | $ | |||||||||
| Subordinated Notes (1) | ||||||||||
| Total Notes | $ | |||||||||
| (1) | The Company retained all of the Subordinated Notes issued in the CLO Transaction which are eliminated in consolidation. |
On the Closing Date and in connection with the CLO Transaction, the Issuer and the Company entered into a note purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased the Secured Notes issued pursuant to an indenture as part of the CLO Transaction.
The CLO Transaction is backed by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein, which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2037; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or after July 15, 2026.
The Secured Notes are the secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
| For the Three Months Ended | For the Six Months Ended | |||||||
| June 30, 2024 | June 30, 2024 | |||||||
| Interest expense | $ | $ | ||||||
| Amortization of debt issuance costs | ||||||||
| Total interest expense | $ | $ | ||||||
| Average interest rate | % | % | ||||||
46
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 7. Share Transactions
Offering Proceeds
During the six months ended
June 30, 2024 and June 30, 2023, the Company issued and sold
Distribution Reinvestment Plan
The Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
Prior to the IPO, the Board primarily used newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to the IPO would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the NAV per share as of the date such dividend was declared.
After the IPO, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above NAV. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s need and usage of reinvested funds, and, if the Company uses newly issued shares to implement the dividend reinvestment plan at a time when the shares are trading at a price below NAV, the stockholders’ receipt of fewer shares than they would have if the Company had effectuated open market purchases. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by Equiniti, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased with respect to the dividend.
A registered stockholder may elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form.
There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company.
Stockholders who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.
47
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Participants may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s account under the plan to Equiniti. The plan may be terminated by the Company upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by the Company.
If participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
For the six months ended June
30, 2024, the Company issued
Open Market Share Repurchase Plan
The Board authorized the Company
to repurchase shares of its common stock through an open-market share repurchase program for up to $
The Company Rule 10b5-1 Stock Repurchase Plan is intended to allow the Company to repurchase shares of its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Rule 10b5-1 Stock Repurchase Plan will require the Company’s agent to repurchase shares of the Company’s common stock on the Company’s behalf when the market price per share of the Company’s common stock is below the most recently reported NAV per share of common stock. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions.
The repurchase of shares pursuant to the Company Rule 10b5-1 Stock Repurchase Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
The Company Rule 10b5-1 Stock
Repurchase Plan commenced on March 23, 2024, beginning 60 calendar days following the end of the “restricted period” under
Regulation M, and will terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase
Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company Rule 10b5-1 Stock
Repurchase Plan equals $
For the six months ended June
30, 2024, the Company repurchased
48
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
PSCM Rule 10b5-1 Stock Purchase Plan
In addition, PSCM will purchase
up to $
The PSCM Rule 10b5-1 Stock Purchase Plan is intended to allow PSCM to purchase shares of the Company’s common stock at times when it otherwise might be prevented from doing so under insider trading laws. The PSCM Rule 10b5-1 Stock Purchase Plan will require PSCM’s agent to purchase shares of common stock on PSCM’s behalf when the market price per share of the Company’s common stock is trading below the most recently reported NAV per share of common stock. Under the PSCM Rule 10b-1 Stock Purchase Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions.
The purchase of shares pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
The PSCM Rule 10b5-1 Stock
Purchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the PSCM Rule
10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the PSCM
Rule 10b5-1 Stock Purchase Plan equals $
For the six months ended June 30, 2024, PSCM did not repurchase any shares of the Company’s common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan.
Note 8. Dividends and Distributions
The Company’s dividends
and distributions are recorded on the ex-dividend date.
| Date Declared | Record Date | Payment Date | Amount Per Share | Cash Distribution | DRIP Shares | DRIP Shares Value | ||||||||||||||
| 3/20/2024 | $ | $ | $ | (1) | ||||||||||||||||
| 5/7/2024 | $ | $ | - | $ | - | |||||||||||||||
| 6/20/2024 | $ | $ | - | $ | - | |||||||||||||||
(1) In accordance with
the Company’s dividend reinvestment plan,
49
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 9. Commitments and Contingencies
As of June 30, 2024 and December
31, 2023, the Company had an aggregate of $
| As of | ||||||
| Expiration Date(1) | June 30, 2024 | |||||
| Accession Risk Management Group, Inc. | $ | |||||
| Aptean Inc | ||||||
| Aptean Inc | ||||||
| Aramsco, Inc. | ||||||
| B’Laster Holdings DD T/L | ||||||
| Enverus Holdings, Inc. | ||||||
| Enverus Holdings, Inc. | ||||||
| Galway Borrower LLC | ||||||
| Galway Borrower LLC | ||||||
| GS AcquisitionCo, Inc. | ||||||
| GS AcquisitionCo, Inc. | ||||||
| Logrhythm, Inc. | ||||||
| MRI Software, LLC | ||||||
| MRI Software, LLC | ||||||
| Minotaur Acquisition, Inc. | ||||||
| Minotaur Acquisition, Inc. | ||||||
| Minotaur Acquisition, Inc. | ||||||
| Patriot Growth Insurance Services, LLC | ||||||
| PT Intermediate Holdings III, LLC | ||||||
| Ryan, LLC | ||||||
| Tank Holding Corp. | ||||||
| Touchdown Acquirer Inc. | ||||||
| Total unfunded commitments | $ | |||||
| (1) |
50
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
| Expiration Date(1) | As of December 31, 2023 | |||||
| Accession Risk Management Group, Inc. | $ | |||||
| Aptean Inc. | ||||||
| Aptean Inc. | ||||||
| Aramsco, Inc. | ||||||
| B’Laster Holdings, LLC | ||||||
| Enverus Holdings, Inc. | ||||||
| Enverus Holdings, Inc. | ||||||
| ImageFirst Holdings, LLC | ||||||
| MRI Software LLC | ||||||
| MRI Software LLC | ||||||
| OMNIA Partners, LLC | ||||||
| Patriot Growth Insurance Services, LLC | ||||||
| PT Intermediate Holdings III, LLC | ||||||
| Ryan, LLC | ||||||
| Tank Holding Corp. | ||||||
| Total unfunded commitments | $ | |||||
| (1) | Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity. |
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2024, management is not aware of any pending or threatened litigation.
Note 10. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of each of June 30, 2024 and June 30, 2023, there were no dilutive shares.
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
51
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 11. Financial Highlights
The following per share of
common stock data has been derived from information provided in the unaudited financial statements.
| For the Six Months | ||||||||
| Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Per Common Share Operating Performance | ||||||||
| Net Asset Value, Beginning of Period | $ | $ | ||||||
| Results of Operations: | ||||||||
| Net Investment Income(1) | ||||||||
| Net Realized and Unrealized Gain (Loss) on Investments(4) | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | ||||||||
| Distributions to Common Stockholders | ||||||||
| Distributions from Net Investment Income | ( | ) | ( | ) | ||||
| Net Decrease in Net Assets Resulting from Distributions | ( | ) | ( | ) | ||||
| Net Asset Value, End of Period | $ | $ | ||||||
| Shares Outstanding, End of Period | ||||||||
| Ratio/Supplemental Data | ||||||||
| Net assets, end of period | $ | $ | ||||||
| Weighted-average shares outstanding | ||||||||
| Total Return(3) | % | % | ||||||
| Portfolio turnover | % | % | ||||||
| Ratio of operating expenses to average net assets without waiver(2) | % | % | ||||||
| Ratio of operating expenses to average net assets with waiver(2) | % | % | ||||||
| Ratio of net investment income (loss) to average net assets without waiver(2) | % | % | ||||||
| Ratio of net investment income (loss) to average net assets with waiver(2) | % | % | ||||||
| (1) | |
| (2) | |
| (3) | |
| (4) |
Note 12. Subsequent Events To Be Updated
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements, except for the following:
Distributions
On July 16, 2024, the Company paid a distribution
in the amount of $
52
Unfunded Capital Commitments
On July 1, 2024, $
On July 5, 2024, $
On July 5, 2024, $
On July 9, 2024, $
On July 9, 2024, $
On July 31, 2024, $
On August 7, 2024, $
Company Rule 10b5-1 Stock Repurchase Plan
From July 1, 2024 to August 8, 2024, the Company
repurchased
53
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
| ● | our future operating results; |
| ● | our business prospects and the prospects of our portfolio companies; |
| ● | changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the liquidity of certain banks; |
| ● |
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;
| |
| ● | the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies; | |
| ● | rising levels of inflation, and its impact on us, on our portfolio companies and on the industries in which we invest; |
| ● | the ability of the Investment Advisor to locate suitable investments for us and to monitor and administer our investments; |
| ● | the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals; |
| ● | risk associated with possible disruptions in our operations or the economy generally, including a possible slowdown in the economy and risk of recession; |
| ● | the timing of cash flows, if any, from the operations of the companies in which we invest; |
| ● | the ability of the companies in which we invest to achieve their objectives; |
| ● | our ability to continue to effectively manage our business due to the disruptions caused by global political and economic instability; |
| ● | the dependence of our future success on the general economy and its effect on the industries in which we invest; |
| ● | our ability to maintain our qualification as a BDC and as a RIC under the Code; |
| ● | the use of borrowed money to finance a portion of our investments; |
| ● | the adequacy, availability and pricing of our financing sources and working capital; |
| ● | actual or potential conflicts of interest with the Investment Advisor and its affiliates; |
| ● | our contractual arrangements and relationships with third parties; |
| ● | loss of key personnel, and the illiquid nature of our investments; and |
| ● | the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. |
54
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements.
Overview
We are a financial services company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies. We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end management investment company. We have elected to be regulated as a BDC under the 1940 Act and, beginning with our taxable year ended December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually.
On January 22, 2024, we completed our IPO, issuing 5,450,000 shares of common stock, par value $0.001, at a public offering price of $16.45 per share. Our common stock began trading on the New York Stock Exchange under the symbol “PSBD” on January 18, 2024.
We are externally managed by the Investment Advisor, an investment adviser that is registered with the SEC under the Advisers Act, pursuant to the Advisory Agreement. Subject to the supervision of our Board, a majority of which is made up of Independent Directors, our Investment Advisor manages our day-to-day operations and provides us with investment advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator, provides the administrative services necessary for us to operate pursuant to the Administration Agreement. The Administrator has entered into the Sub-Administration Agreement to delegate certain administrative functions to the Sub-Administrator. Our Investment Advisor is a majority-owned subsidiary of PSCM, which is a privately held firm specializing in global alternative (non-traditional) investments with a total return orientation.
Our investment objective is to maximize total return, comprised of current income and capital appreciation. However, no assurance can be given that our investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. The Company’s current investment focus is guided by two strategies that facilitate our investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in CLO structured credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. We seek to invest in credit and other assets that the Investment Advisor believes have strong structural protections, limited downside, and low long-term beta, or volatility, in comparison to systemic risk within the broader credit and equity markets. A significant portion of the loans in which we may invest or obtain exposure to through our investments in structured securities may be deemed “Covenant-Lite Loans,” which means the loans contain fewer or no maintenance covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached.
55
Revenues
We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark. Interest on debt securities is generally payable quarterly or semi-annually. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
| ● | interest expense and other costs associated with our indebtedness; |
| ● | the cost of calculating our NAV, including the cost of any third-party valuation services; |
| ● | the cost of effecting sales and repurchases of shares of our common stock and other securities; |
| ● | fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments; |
| ● | transfer agent and custodial fees; |
| ● | operating costs incurred prior to the commencement of our operations; |
| ● | out-of-pocket fees and expenses associated with marketing efforts; |
| ● | federal and state registration fees and any stock exchange listing fees; |
| ● | U.S. federal, state and local taxes; |
| ● | Independent Directors’ fees and expenses; |
| ● | brokerage commissions and markups; |
| ● | fidelity bond, directors’ and officers’ liability insurance and other insurance premiums; |
| ● | direct costs, such as printing, mailing, long distance telephone and staff; |
| ● | fees and expenses associated with independent audits and outside legal costs; |
| ● | costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and |
| ● | other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses. |
56
Portfolio and Investment Activity
As of June 30, 2024, our weighted average total yield to maturity of debt and income producing securities at fair value was 9.82%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.80%.
As of December 31, 2023, our weighted average total yield to maturity of debt and income producing securities at fair value was 10.51%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.93%.
As of June 30, 2024, we had 256 debt and equity investments in 209 portfolio companies with an aggregate fair value of approximately $1.4 billion.
As of December 31, 2023, we had 227 debt and equity investments in 191 portfolio companies with an aggregate fair value of approximately $1.0 billion.
Our investment activity for the three and six months ended June 30, 2024 and June 30, 2023 is presented below (information presented herein is at amortized cost unless otherwise indicated).
For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| New investments: | ||||||||||||||||
| Gross investments | $ | 189,301,404 | $ | 46,672,859 | $ | 535,784,227 | $ | 110,130,547 | ||||||||
| Less: sold investments | (140,027,013 | ) | (33,815,172 | ) | (209,583,349 | ) | (135,954,079 | ) | ||||||||
| Total new investments | 49,274,391 | 12,857,687 | 326,200,878 | (25,823,532 | ) | |||||||||||
| Principal amount of investments funded: | ||||||||||||||||
| First-lien senior secured debt investments | $ | 152,521,210 | $ | 46,672,859 | $ | 464,632,921 | $ | 110,130,547 | ||||||||
| Second-lien senior secured debt investments | 31,427,000 | - | 42,224,500 | - | ||||||||||||
| Corporate bonds | 4,095,000 | - | 4,095,000 | - | ||||||||||||
| Collateralized securities and structured products - debt | - | - | 23,573,612 | - | ||||||||||||
| Common stock | 1,258,194 | - | 1,258,194 | - | ||||||||||||
| Total principal amount of investments funded | 189,301,404 | 46,672,859 | 535,784,227 | 110,130,547 | ||||||||||||
| Principal amount of investments sold or repaid: | ||||||||||||||||
| First-lien senior secured debt investments | $ | 122,980,773 | $ | 28,021,408 | $ | 177,972,549 | $ | 127,184,752 | ||||||||
| Second-lien senior secured debt investments | 9,394,359 | 5,000,000 | 18,454,359 | 5,000,000 | ||||||||||||
| CLO Equity | 3,651,813 | 793,764 | 7,906,441 | 889,852 | ||||||||||||
| Collateralized securities and structured products - debt | 4,000,068 | - | 5,250,000 | 2,879,475 | ||||||||||||
| Common Stock | - | - | - | - | ||||||||||||
| Total principal amount of investments sold or repaid | 140,027,013 | 33,815,172 | 209,583,349 | 135,954,079 | ||||||||||||
57
Our investment activity for the three and six months ended June 30, 2024 and June 30, 2023 is presented below (information presented herein is at Par unless otherwise indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding as of June 30, 2024 and June 30, 2023, respectively.
| For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Number of new investment commitments | 24 | 13 | 59 | 28 | ||||||||||||
| Average new investment commitment amount | $ | 5,575,295 | $ | 4,118,535 | $ | 4,718,311 | $ | 3,914,768 | ||||||||
| Weighted average maturity for new investment commitments | 6.05 years | 5.26 years | 5.98 years | 5.27 years | ||||||||||||
| Percentage of new debt investment commitments at floating rates | 97.01 | % | 100.00 | % | 98.56 | % | 100.00 | % | ||||||||
| Percentage of new debt investment commitments at fixed rates | 2.99 | % | 0.00 | % | 1.44 | % | 0.00 | % | ||||||||
| Weighted average interest rate of new investment commitments (1) | 9.96 | % | 10.15 | % | 10.07 | % | 10.12 | % | ||||||||
| Weighted average spread over reference rate of new floating rate investment commitments (2) | 4.68 | % | 4.96 | % | 4.75 | % | 4.92 | % | ||||||||
| Weighted average interest rate on investment sold or paid down | 10.69 | % | 10.87 | % | 10.53 | % | 9.20 | % | ||||||||
| (1) | New CLO equity investments do not have an ascribed interest rate and are therefore excluded from the calculation. |
| (2) | Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA). |
As of June 30, 2024 and December 31, 2023, our investments consisted of the following:
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Amortized | Fair | Amortized | Fair | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
| First-lien senior secured debt | $ | 1,254,519,047 | $ | 1,226,934,913 | $ | 984,089,538 | $ | 952,100,626 | ||||||||
| Second-lien senior secured debt | 97,368,444 | 86,953,000 | 67,449,770 | 55,989,218 | ||||||||||||
| Corporate Bonds | 8,733,229 | 8,039,366 | 4,495,104 | 4,239,975 | ||||||||||||
| CLO Mezzanine | 33,359,737 | 33,427,672 | 14,859,567 | 13,764,620 | ||||||||||||
| CLO Equity | 16,297,133 | 11,901,468 | 24,478,438 | 18,953,309 | ||||||||||||
| Equity | 1,258,194 | 1,258,194 | - | - | ||||||||||||
| Short-term investments | 63,062,155 | 63,062,155 | 63,763,005 | 63,763,005 | ||||||||||||
| Total Investments | $ | 1,474,597,939 | $ | 1,431,576,768 | $ | 1,159,135,422 | $ | 1,108,810,753 | ||||||||
58
The table below describes investments by industry composition based on fair value as of June 30, 2024 and December 31, 2023:
| June 30, 2024 | December 31, 2023 | |||||||
| Software | 12.3 | % | 14.0 | % | ||||
| Healthcare Providers and Services | 9.4 | % | 9.3 | % | ||||
| Professional Services | 7.5 | % | 7.2 | % | ||||
| Insurance | 7.0 | % | 5.9 | % | ||||
| IT Services | 6.2 | % | 6.7 | % | ||||
| Hotels, Restaurants and Leisure | 4.5 | % | 4.2 | % | ||||
| Short-Term Investments | 4.4 | % | 5.8 | % | ||||
| Chemicals | 4.1 | % | 2.9 | % | ||||
| Diversified Financial Services | 4.1 | % | 4.2 | % | ||||
| Independent Power and Renewable Electricity Producers | 4.0 | % | 3.4 | % | ||||
| Media | 3.0 | % | 3.7 | % | ||||
| Diversified Consumer Services | 2.5 | % | 1.6 | % | ||||
| Structured Note | 2.3 | % | 1.2 | % | ||||
| Construction and Engineering | 2.3 | % | 2.6 | % | ||||
| Building Products | 2.2 | % | 2.9 | % | ||||
| Auto Components | 2.1 | % | 1.7 | % | ||||
| Food Products | 2.0 | % | 2.0 | % | ||||
| Internet Software and Services | 1.9 | % | 1.4 | % | ||||
| Machinery | 1.6 | % | 1.6 | % | ||||
| Electronic Equipment, Instruments and Components | 1.4 | % | 1.5 | % | ||||
| Containers and Packaging | 1.4 | % | 1.7 | % | ||||
| Metals and Mining | 1.3 | % | 1.2 | % | ||||
| Aerospace and Defense | 1.2 | % | 1.2 | % | ||||
| Oil, Gas and Consumable Fuels | 1.1 | % | 0.9 | % | ||||
| Energy Equipment and Services | 1.1 | % | 1.4 | % | ||||
| Diversified Telecommunication Services | 0.9 | % | 0.8 | % | ||||
| Structured Subordinated Note | 0.8 | % | 1.7 | % | ||||
| Household Durables | 0.8 | % | 0.4 | % | ||||
| Real Estate Management and Development | 0.8 | % | 0.6 | % | ||||
| Commercial Services and Supplies | 0.7 | % | 1.3 | % | ||||
| Wireless Telecommunication Services | 0.7 | % | 0.6 | % | ||||
| Pharmaceuticals | 0.6 | % | 0.6 | % | ||||
| Road and Rail | 0.6 | % | 0.5 | % | ||||
| Electric Utilities | 0.6 | % | - | % | ||||
| Electrical Equipment | 0.6 | % | 0.5 | % | ||||
| Industrial Conglomerates | 0.6 | % | 0.4 | % | ||||
| Healthcare Equipment and Supplies | 0.5 | % | 0.8 | % | ||||
| Specialty Retail | 0.5 | % | 0.6 | % | ||||
| Airlines | 0.4 | % | - | % | ||||
| Healthcare Technology | - | % | 1.0 | % | ||||
| Total | 100.0 | % | 100.0 | % | ||||
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The table below shows the weighted average yields and interest rate of our debt investments at fair value as of June 30, 2024 and December 31, 2023:
| June 30, 2024 |
December 31, 2023 |
|||||||
| Weighted average total yield of debt and income producing securities | 9.82 | % | 10.51 | % | ||||
| Weighted average interest rate of debt and income producing securities (1) | 9.80 | % | 10.10 | % | ||||
| Weighted average spread over reference rate of all floating rate investments (2) | 4.47 | % | 4.61 | % | ||||
| (1) | CLO equity securities are considered income producing securities but do not have an ascribed interest rate, and therefore are excluded from the calculation. |
| (2) | Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA). |
Results of Operations
The following table represents the operating results for the three and six months ended June 30, 2024 and June 30, 2023.
| For the
Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Total investment income | $ | 36,549,496 | $ | 27,441,864 | $ | 71,334,439 | $ | 53,627,365 | ||||||||
| Less: Net expenses | 20,791,645 | 13,241,745 | 39,258,359 | 25,834,566 | ||||||||||||
| Net investment income | 15,757,851 | 14,200,119 | 32,076,080 | 27,792,799 | ||||||||||||
| Net realized gains (losses) on investments | (9,411,924 | ) | (2,570 | ) | (11,148,255 | ) | (320,015 | ) | ||||||||
| Net change in unrealized gains (losses) on investments | (1,033,114 | ) | 9,743,113 | 7,265,128 | 24,556,200 | |||||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 5,312,813 | $ | 23,940,662 | $ | 28,192,953 | $ | 52,028,984 | ||||||||
Investment Income
Investment income for the three and six months ended June 30, 2024 and June 30, 2023, was as follows:
| For the Three
Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Interest from investments | $ | 35,278,431 | $ | 26,166,621 | $ | 68,486,203 | $ | 51,619,359 | ||||||||
| Dividend income | 805,031 | 1,142,016 | 2,059,727 | 1,818,884 | ||||||||||||
| Payment-in-kind interest income | 182,116 | - | 234,303 | - | ||||||||||||
| Other income | 283,918 | 133,227 | 554,206 | 189,122 | ||||||||||||
| Total investment income | $ | 36,549,496 | $ | 27,441,864 | $ | 71,334,439 | $ | 53,627,365 | ||||||||
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For the three and six months ended June 30, 2024 and June 30, 2023, total investment income was driven by increasing interest income due to the size of the portfolio. The size of our investment portfolio at fair value increased from $1.0 billion as of December 31, 2023 to $1.4 billion as of June 30, 2024. The size of our investment portfolio at fair value decreased from $966.9 million as of December 31, 2022 to $966.0 million as of June 30, 2023. All debt and short-term investments were income producing, and there were no loans on non-accrual status as of June 30, 2024.
Expenses
Operating expenses for the three and six months ended June 30, 2024 and June 30, 2023, were as follows:
For the Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Interest expense | $ | 14,997,028 | $ | 10,874,884 | $ | 28,175,858 | $ | 21,197,013 | ||||||||
| Incentive fees | 2,249,954 | - | 4,174,706 | - | ||||||||||||
| Management fees | 2,450,079 | 2,046,014 | 4,866,318 | 3,958,241 | ||||||||||||
| Other operating expenses | 1,057,289 | 557,900 | 2,017,398 | 1,136,900 | ||||||||||||
| Directors fees | 37,295 | 18,699 | 74,590 | 37,192 | ||||||||||||
| Management fee waiver | - | (255,752 | ) | (50,511 | ) | (494,780 | ) | |||||||||
| Net expenses | $ | 20,791,645 | $ | 13,241,745 | $ | 39,258,359 | $ | 25,834,566 | ||||||||
Net expenses for the three months ended June 30, 2024 were $20.8 million, which consisted of $15.0 million in interest expense, $2.5 million in management fees, $2.2 million in incentive fees, $1.1 million in other operating expenses, and $37 thousand in directors fees. Net expenses for the six months ended June 30, 2024 were $39.3 million, which consisted of $28.2 million in interest expense, $4.9 million in management fees, $4.2 million in incentive fees, $2.0 million in other operating expenses, and $75 thousand in directors fees offset by $51 thousand in management fee waiver from the Investment Advisor.
Net expenses for the three months ended June 30, 2023 were $13.2 million, which consisted of $10.9 million in interest expense, $2.0 million in management fees, $558 thousand in other operating expenses, and $19 thousand in directors fees offset by $256 thousand in management fee waiver from the Investment Advisor. Net expenses for the six months ended June 30, 2023 were $25.8 million, which consisted of $21.2 million in interest expense, $4.0 million in management fees, $1.1 million in other operating expenses, and $37 thousand in directors fees offset by $495 thousand in management fee waiver from the Investment Advisor.
The increase in expenses for the six months ended June 30, 2024 compared to the same period in the prior year was primarily due to the average balance of debt increasing from $628.8 million at June 30, 2023 to $770.9 million at June 30, 2024 (interest rates increased slightly from 6.30% to 6.95% during the same period) under our BoA Credit Facility, WF Credit Facility and CLO Transaction and incentive fees due to the Investment Advisor upon completion of the IPO.
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Net Change in Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2024 and June 30, 2023, net unrealized gains (losses) on our investment portfolio were comprised of the following:
| For the
Three Months Ended June 30 | For the Six Months Ended June 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Unrealized gains on investments | $ | 21,190,332 | $ | 20,401,279 | $ | 33,732,798 | $ | 36,764,497 | ||||||||
| Unrealized (losses) on investments | (22,223,446 | ) | (10,658,166 | ) | (26,467,670 | ) | (12,208,297 | ) | ||||||||
| Net change in unrealized gains (losses) on investments | $ | (1,033,114 | ) | $ | 9,743,113 | $ | 7,265,128 | $ | 24,556,200 | |||||||
The change in unrealized appreciation (depreciation) for the three months ended June 30, 2024 and June 30, 2023 totaled $(1.0) million and $9.7 million, respectively. For the three months ended June 30, 2024, this consisted of net unrealized depreciation of $8.1 million related to existing portfolio investments, and net unrealized appreciation of $7.1 million related to exited portfolio investments (a portion of which has been reclassified to realized losses). For the three months ended June 30, 2023, this consisted of net unrealized appreciation of $7.8 million related to existing portfolio investments, and net unrealized appreciation of $1.9 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
The change in unrealized appreciation (depreciation) for the six months ended June 30, 2024 and June 30, 2023 totaled $7.3 million and $24.6 million, respectively. For the six months ended June 30, 2024, this consisted of net unrealized depreciation of $6.9 million related to existing portfolio investments, and net unrealized appreciation of $14.2 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). For the six months ended June 30, 2023, this consisted of net unrealized appreciation of $20.4 million related to existing portfolio investments, and net unrealized appreciation of $4.2 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
Financial Condition, Liquidity and Capital Resources
We anticipate cash to be generated from registered offerings of our common stock and other future offerings of equity and debt securities (including on-balance sheet CLO financings), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while any indebtedness and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection with borrowings, our lenders, including under the BoA Credit Facility and the WF Credit Facility, may require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may ask us to comply with positive or negative covenants that could have an effect on our operations.
During the six months ended June 30, 2024, we experienced a net increase in cash and cash equivalents of $12.7 million. During the period, net cash used in operating activities was $238.4 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term investments) of $535.8 million, partially offset by proceeds received from sale of investments of $209.6 million. We funded short-term investments during the period, and as of the end of the period we held $63.1 million in fair value of short-term investments. During the same period, net cash provided by financing activities was $251.1 million, primarily consisting of $300.0 million in proceeds from the CLO Transaction (as defined below), offset by $117.4 million of net repayments under the BoA Credit Facility and WF Credit Facility, partially increased by proceeds from the issuance of common stock of $89.7 million.
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During the six months ended June 30, 2023, we experienced a net increase in cash and cash equivalents of $5.1 million. During the period, net cash provided by operating activities was $18.0 million, primarily as a result of proceeds received from sale of investments of $136.0 million, partially offset by fundings of portfolio investments (excluding investments in short-term investments) of $110.1 million. We funded short-term investments during the period, and as of the end of the period we held $96.9 million in fair value of short-term investments. During the same period, net cash used in financing activities was $12.9 million, primarily consisting of $17.0 million of net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $13.2 million, partially offset by proceeds from the issuance of common stock of $17.3 million.
As of June 30, 2024 and June 30, 2023, we had cash and cash equivalents of $14.8 million and $6.7 million, respectively. As of June 30, 2024, we had $386.6 million principal outstanding under the BoA Credit Facility, $136.3 million principal outstanding under the WF Credit Facility and $300.0 million of outstanding indebtedness under the CLO Transaction. As of June 30, 2023, we had $490.0 million principal outstanding under the BoA Credit Facility and $134.3 million principal outstanding under the WF Credit Facility.
During the six months ended June 30, 2024 and June 30, 2023, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
| June 30, 2024 | June 30, 2023 | |||||||||||||||||||||||
| Capital Commitments | Unfunded Capital Commitments | % of Capital Commitments Funded | Capital Commitments | Unfunded Capital Commitments | % of Capital Commitments Funded | |||||||||||||||||||
| Common stock | $ | 89,652,500 | $ | - | 100 | % | $ | 17,654,225 | $ | 350,0000 | 98 | % | ||||||||||||
As a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of June 30, 2024, our asset coverage ratio was 167%.
Capital Contributions
During the six months ended June 30, 2024 and June 30, 2023, we issued and sold 5,485,963 shares at an aggregate purchase price of $90.2 million and 1,486,335 shares at an aggregate purchase price of $24.2 million, respectively. These amounts include shares issued in reinvestment.
Company Rule 10b5-1 Stock Repurchase Plan
Concurrently with the closing of the IPO, we have entered into a share repurchase plan (the “Company Rule 10b5-1 Repurchase Plan”) to acquire up to $15 million in the aggregate of shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Repurchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company Rule 10b5-1 Stock Repurchase Plan equals $15 million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase Plan.
For the six months ended June 30, 2024, we repurchased 21,352 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
PSCM Rule 10b5-1 Stock Purchase Plan
In addition, PSCM will purchase up to $5 million in the aggregate of shares of our common stock in the open market within one year of the IPO date if shares of our common stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing of the IPO, PSCM entered into a share repurchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million, and (iii) the occurrence of certain other events described in the PSCM Rule 10b5-1 Stock Purchase Plan.
For the six months ended June 30, 2024, PSCM did not repurchase any shares of our common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan.
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Financing Arrangements
Bank of America Credit Facility
On February 18, 2020, we, through a special purpose wholly-owned subsidiary, PS BDC Funding, entered into the Credit Agreement with the Lenders, BofA N.A. as the administrative agent and BofA Securities, as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide us with a revolving line of credit.
Under the BoA Credit Facility, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility is currently $525 million. The Borrowers’ ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required to be repaid by February 18, 2028. On March 29, 2024, we entered into a fourth amendment to the BoA Credit Facility to, among other things: (i) extend the facility maturity date from February 18, 2025 to February 18, 2028; (ii) update arrangements for the calculation of the fee on unused commitments from 1.30% to a range from 0.50% to 1.40%, depending on the amount of commitments utilized, and (iii) payment of an extension fee.
Prior to February 3, 2023, the loans under the BOA Credit Facility may have been base rate loans or euro currency loans. The base rate loans bore interest at the base rate plus 1.30%, and the eurocurrency rate loans bore interest at 1-month or 3-month LIBOR plus 1.30%. The “base rate” was equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month LIBOR. On February 3, 2023, the Company entered into an omnibus amendment to the BoA Credit Facility that, among other things: (i) removed LIBOR transition language and (ii) replaced eurocurrency rate loans with SOFR loans.
As of February 3, 2023, the loans under the BoA Credit Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit Agreement includes fallback language in the event that SOFR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to SOFR loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the Second Amendment to the Credit Agreement. Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of the BoA Credit Facility, and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57, of the 1940 Act). The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
As of June 30, 2024, we had $386.6 million principal outstanding and $138.4 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.
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Wells Fargo Credit Facility
On December 18, 2020, we, through a special purpose wholly-owned subsidiary, PS BDC Funding II, entered into the Loan Agreement with the WF Lenders, WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide us with a line of credit.
On December 18, 2023, we entered into the WF Credit Facility Fourth Amendment, which amends the WF Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility from $150,000,000 to $175,000,000, (ii) extend the facility maturity date from December 18, 2025 to December 18, 2028 and (iii) extend the reinvestment period from December 18, 2023 to December 18, 2026 (subject to other provisions of the WF Credit Facility).
Prior to April 10, 2023, the loans under the WF Credit Facility may have been Broadly Syndicated Loans or Middle Market loans and were eurocurrency rate loans unless such rate was unavailable, in which case the loans were base rate loans until such rate was available. Broadly Syndicated Loans bore interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans bore interest at LIBOR or base rate, as applicable, plus 2.35%. The “base rate” was equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. On April 10, 2023, the Company entered into an amendment to the WF Credit Facility that, among other things: (i) transferred and assigned U.S. Bank National Association’s rights and obligations as collateral agent and as a secured party to U.S. Bank Trust Company, National Association, (ii) referenced SOFR instead of LIBOR and (iii) removed LIBOR transition language.
As of April 10, 2023, the loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear interest at Daily Simple SOFR or base rate (to the extent Daily Simple SOFR is unavailable), plus 2.50%, with an interest rate floor of 0.0%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement includes fallback language in the event that Daily Simple SOFR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative agent. Following an amendment to the WF Credit Facility on October 13, 2021, the Loan Agreement requires the payment of a non-usage fee of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility includes the option to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction amount prior to the one-year anniversary of the WF Credit Facility Fourth Amendment, and 1.00% thereafter. The applicable percentage for the advance rate on PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57, of the 1940 Act). The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if PSCM or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
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As of June 30, 2024, we had $136.3 million outstanding and $38.7 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.
CLO Transaction
On May 23, 2024, we completed a $400.5 million term debt securitization (the “CLO Transaction”), also known as a collateralized loan obligation (“CLO”), in connection with which our wholly-owned indirect subsidiary issued the Notes (as defined below). The CLO Transaction functions as a source of long-term balance sheet financing for a portion of our portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction are subject to our regulatory asset coverage requirement.
The notes offered in the CLO Transaction were issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and our wholly-owned subsidiary, and consist of (i) $232 million of Class A Notes (the “Class A Notes”); (ii) $58 million of Class B-1 Notes, (the “Class B-1 Notes”); and (iii) $10 million of Class B-2 Notes (the “Class B-2 Notes” and, together with the Class A Notes and the Class B-1 Notes, the “Secured Notes”). Additionally, the Issuer issued $100.5 million of Subordinated Notes (the “Subordinated Notes”), which do not bear interest but are entitled to all of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed to the holders of the Secured Notes. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the “Notes.”
The CLO Transaction is backed by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein, which is managed by us as collateral manager pursuant to a collateral management agreement entered into with the Issuer (the “Collateral Management Agreement”). We have agreed to irrevocably waive all collateral management fees payable to us so long as we are the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2037; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of us, in the case of the Secured Notes) or (ii) us, in each case, on any business day on or after July 15, 2026.
As of June 30, 2024, we had outstanding indebtedness under the CLO Transaction of $300.0 million.
Distribution Policy
To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.
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We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends 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 (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain applicable provisions of the Code and U.S. Treasury regulations, distributions payable in cash or in shares of stock at the election of the stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the value of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.
For these excise tax purposes, we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S. federal income tax. Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution in the following calendar year, and pay any applicable U.S. federal excise tax. We may not be able to achieve results that will permit the payment of cash distributions.
We currently intend to distribute 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. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders. If this happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders would be eligible to claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. We may not be able to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.
We have adopted a dividend reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.
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Prior to the IPO, the Board primarily used newly-issued shares of our common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to the IPO would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the NAV per share as of the date such dividend was declared.
After the IPO, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above NAV. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by our stockholders against our need and usage of reinvested funds, and, if we use newly issued shares to implement the dividend reinvestment plan at a time when the shares are trading at a price below NAV, the stockholders’ receipt of fewer shares than they would have if we had effectuated open market purchases. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of our common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by Equiniti, the plan administrator and our transfer agent, registrar, and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of our common stock purchased with respect to the dividend.
A registered stockholder may elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form.
Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Critical accounting estimates are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we have described our critical accounting estimates in the notes to our consolidated financial statements.
Valuation of Portfolio Investments
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to either (i) choose to continue to determine fair value in good faith, or (ii) designate its investment adviser as the valuation designee tasked with determining fair value in good faith, subject to the board’s oversight. Our Board has designated the Investment Advisor to serve as our valuation designee effective August 11, 2022.
Under procedures established by our Board, we value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. Eastern Time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third-party pricing service on the date of determination (unless the prices provided by the pricing service is believed by the Investment Advisor to be unreliable or a significant event has occurred subsequent to the provision of the prices that the Investment Advisor determines will affect the fair value of the securities). Debt and equity securities that are not publicly traded or whose market prices are not readily available (or for which either of the events noted in the parenthetical immediately above occur) are valued at fair value by the Investment Advisor. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. With respect to Level 3 assets, we intend to retain one or more independent providers of financial advisory services to assist the Investment Advisor by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.
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When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, the Investment Advisor will use the pricing indicated by the external event in connection with its fair valuation determination process. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Investment Advisor using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.
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, 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 portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.
Related Party Transactions
We have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator). Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an executive officer of ours and an interested member of our Board, and Angie K. Long and Scott A. Betz, each an executive officer of ours, have an indirect pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by PSCM. See “Note 3. Agreements and Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” in the notes to the accompanying consolidated financial statements.
Contractual Obligations
We have certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated at an annual rate of 1.75% of the average value of the weighted average of our total net assets at the end of the two most recently completed quarters and (b) an incentive fee based on our performance. The Investment Advisor agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during any period prior to the IPO. We have entered into an Administration Agreement with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.
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A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at June 30, 2024 is as follows:
| Payments Due by Period | ||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | ||||||||||||||||
| BoA Credit Facility, Net | $ | 383,148,268 | $ | - | $ | - | $ | 383,148,268 | $ | - | ||||||||||
| WF Credit Facility, Net | 136,717,785 | - | - | 136,717,785 | - | |||||||||||||||
| CLO Transaction, Net | 300,524,027 | 300,524,027 | ||||||||||||||||||
| Total contractual obligations | $ | 820,390,080 | $ | - | $ | - | $ | 519,866,053 | $ | 300,524,027 | ||||||||||
Off-Balance Sheet Arrangements
Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2024 and December 31, 2023, we had twenty-two unfunded commitments totaling $30.0 million and fifteen unfunded commitments totaling $20.1 million, respectively. See “Note 9. Commitments and Contingencies” in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.
Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. 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.
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Assuming that the consolidated statements of assets and liabilities as of June 30, 2024 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rate.
| Change in Interest Rates | Increase (Decrease) in Interest Income | Increase (Decrease) in Interest Expense | Net Increase (Decrease) in Net Investment Income | |||||||||
| Down 25 basis points | $ | (3,507,936 | ) | $ | (2,057,077 | ) | $ | (1,450,859 | ) | |||
| Up 100 basis points | 14,022,385 | 8,228,309 | 5,794,075 | |||||||||
| Up 200 basis points | 28,042,046 | 16,456,619 | 11,585,427 | |||||||||
| Up 300 basis points | 42,034,814 | 24,684,928 | 17,349,885 | |||||||||
The data in the table are based on our current statements of assets and liabilities. As of June 30, 2024, the Company had $68.2 million in net purchases that had not yet settled and $30.0 million in unfunded commitments. After settlement of these purchases, the change in interest expense will be larger as a result of the increase in the amount borrowed under the BoA Credit Facility, WF Credit Facility or CLO Transaction, as applicable. The table does not include any change in dividend income from our money market investments.
In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
We measure exposure to interest rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors.
Investing in our common stock involves a number of significant risks. In addition to other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2023. The risks described in our annual report are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also materially and adversely affect our business, financial condition and/or operating results. Other than as set forth below, there have been no material changes during the six months ended June 30, 2024 to the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2023.
We are subject to risks associated with forming CLOs.
To finance investments, we have in the past and may in the future securitize certain of our secured loans or other investments, including through the formation of one or more CLOs, such as the CLO Transaction, while retaining all or most of the subordinated notes issued in the securitization. This involves contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse or limited-recourse basis to purchasers.
In connection with the CLO Transaction (and any other CLO we may form in the future), we depend (or will depend) in part on distributions from the CLO’s assets out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will be, and in connection with the CLO Transaction is, subject to various limitations, including the terms and covenants of the debt it issues. The Subordinated Notes issued by the Issuer and retained by us are the most junior class of notes issued by the Issuer, are subordinated in priority of payment to the other Notes issued by the Issuer and are subject to certain payment restrictions set forth in the indenture governing the Notes issued by Issuer. Therefore, we only receive cash distributions on the Subordinated Notes if the Issuer has made all cash interest payments to all other Notes it has issued.
Also, a CLO may take actions to retain cash or other assets to satisfy asset coverage requirements or other tests commonly provided for holders of the CLO’s debt, which could impact our ability to receive distributions from the CLO. With respect to the CLO Transaction, if the Issuer does not meet the asset coverage tests or the interest coverage test set forth in the documents governing the CLO Transaction, cash would be diverted from the Subordinated Notes that we hold to first pay the more senior Notes issued by the Issuer in amounts sufficient to cause such tests to be satisfied. If we do not receive cash flow from any such CLO, including in connection with the CLO Transaction, that is necessary to satisfy the annual distribution requirement for maintaining RIC status, and we are unable to obtain cash from other sources necessary to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment in the shares.
In addition, a decline in the credit quality of loans in a CLO due to poor operating results of the relevant borrower or increases in defaults, among other things, may result in a reduction of earnings and, in turn, cash potentially available for distribution to us for distribution to shareholders. To the extent that any losses are incurred by the CLO in respect of any collateral, including, with respect to the CLO Transaction, the value of the portfolio of loan investments held by the Issuer, such losses will be borne first by us as owner of equity interests in the CLO and, in the case of the CLO Transaction, the value of the Subordinated Notes that we have retained could be reduced at their redemption and could not be paid in full or at all.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Dividend Reinvestment Plan
During the quarter ended June 30, 2024, we issued 35,963 shares of common stock to stockholders in connection with the dividend reinvestment plan.
Company Rule 10b5-1 Stock Repurchase Plan
During the quarter ended June 30, 2024, we repurchased 21,352 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum (or Approximate Dollar Value) of Shares that may Yet Be Purchased Under the Plans or Programs (Dollars in Thousands) (1) | ||||||||||||
| April 1, 2024 through April 30, 2024 | 17,251 | $ | 16.14 | 17,251 | $ | 14,722 | ||||||||||
| May 1, 2024 through May 31, 2024 | 600 | $ | 16.28 | 17,851 | $ | 14,712 | ||||||||||
| June 1, 2024 through June 30, 2024 | 3,501 | $ | 16.57 | 21,352 | $ | 14,654 | ||||||||||
| Total | 21,352 | $ | 16.22 | 21,352 | $ | 14,654 | ||||||||||
| (1) | Concurrently with the closing of the IPO on January 22, 2024, the Board authorized the Company to enter into the Company Rule 10b5-1 Repurchase Plan to acquire up to $15 million in the aggregate of shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Repurchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company Rule 10b5-1 Stock Repurchase Plan equals $15 million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase Plan. |
PSCM Rule 10b5-1 Stock Purchase Plan
Concurrently with the closing of the IPO, PSCM entered into the PSCM Rule 10b5-1 Stock Purchase Plan to permit the purchase of up to $2.5 million shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million, and (iii) the occurrence of certain other events described in the PSCM Rule 10b5-1 Stock Purchase Plan.
During the quarter ended June 30, 2024, PSCM did not repurchase any shares of our common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Palmer Square Capital BDC Inc. | ||
| Date: August 08, 2024 | /s/ Christopher D. Long | |
| Name: | Christopher D. Long | |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) | |
| Date: August 08, 2024 | /s/ Jeffrey D. Fox | |
| Name: | Jeffrey D. Fox | |
| Title: | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | |
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