EX-99.3 12 pflt-ex99_3.htm EX-99.3 EX-99.3

 

 

 

 

 

 

 

 

 

PennantPark Senior Secured Loan Fund I LLC

 

 

Consolidated Financial Statements and

Independent Auditor’s Report

 

September 30, 2023 and 2022


 

 

 


 

Contents

 

Independent Auditor’s Report

1

 

 

Financial Statements:

 

 

 

Consolidated Statements of Assets, Liabilities and Members’ Equity as of September 30, 2023 and 2022

3

 

 

Consolidated Statements of Operations for the years ended September 30, 2023 and 2022

4

 

 

Consolidated Statements of Changes in Members’ Equity for the years ended September 30, 2023 and 2022

5

 

 

Consolidated Statements of Cash Flows for the years ended September 30, 2023 and 2022

6

 

 

Consolidated Schedules of Investments as of September 30, 2023 and 2022

7

 

 

Notes to Consolidated Financial Statements

11

 

 


 

 

 

 


 

 

Independent Auditor’s Report

Board of Directors

PennantPark Senior Secured Loan Fund I LLC

Opinion

We have audited the consolidated financial statements of PennantPark Senior Secured Loan Fund I LLC and its subsidiaries (the Fund), which comprise the consolidated statements of assets, liabilities and members’ equity, including the consolidated schedule of investments, as of September 30, 2023 and 2022, the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2023 and 2022, and the results of its operations, changes in members’ equity and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 2 of the consolidated financial statements, the 2022 financial statements have been restated to reclassify certain amounts presented within. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1


 

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ RSM US LLP

New York, New York

December 7, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2

 


 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Statements of Assets, Liabilities and Members' Equity

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

 

September 30, 2022

 

Assets

 

 

 

 

 

 

 

Investments at fair value (amortized cost—$804,608 and $770,280, respectively)

$

 

785,859

 

 

$

 

754,722

 

Cash and cash equivalents (cost—$77,446 and $30,152, respectively)

 

 

77,446

 

 

 

 

30,152

 

Interest receivable

 

 

5,179

 

 

 

 

3,025

 

Receivable for investment sold

 

 

 

 

 

 

3,637

 

Prepaid expenses and other assets

 

 

490

 

 

 

 

1,722

 

Due from affiliate (See Note 3)

 

 

436

 

 

 

 

3,553

 

Total assets

 

 

869,410

 

 

 

 

796,811

 

Liabilities

 

 

 

 

 

 

 

Credit facility payable

 

 

48,600

 

 

 

 

259,500

 

2032 Asset-backed debt, net (par—$246,000)

 

 

243,973

 

 

 

 

243,365

 

2035 Asset-backed debt, net (par—$246,000)

 

 

243,483

 

 

 

 

 

Notes payable to members

 

 

240,100

 

 

 

 

217,350

 

Interest payable on Credit facility and asset backed debt

 

 

14,291

 

 

 

 

3,817

 

Payable for investments purchased

 

 

13,466

 

 

 

 

10,414

 

Interest payable on notes to members

 

 

6,488

 

 

 

 

4,719

 

Accrued expenses

 

 

859

 

 

 

 

1,150

 

Total liabilities

 

 

811,260

 

 

 

 

740,315

 

Commitments and contingencies (See Note 11)

 

 

 

 

 

 

 

Members' equity

 

 

58,150

 

 

 

 

56,496

 

Total liabilities and members' equity

$

 

869,410

 

 

$

 

796,811

 


 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

3


 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Statements of Operations

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended September 30,

 

 

 

 

2023

 

 

2022

 

Investment income:

 

 

 

 

 

 

 

Interest

 

 

$

89,547

 

 

$

53,006

 

Other income

 

 

 

1,297

 

 

 

1,188

 

Total investment income

 

 

 

90,844

 

 

 

54,194

 

Expenses:

 

 

 

 

 

 

 

Interest and expense on credit facility and asset-backed debt

 

 

 

42,797

 

 

 

18,410

 

Interest expense on notes to members

 

 

 

30,325

 

 

 

17,468

 

Administration fees

 

 

 

2,103

 

 

 

1,835

 

General and administrative expenses

 

 

 

1,116

 

 

 

1,156

 

Total expenses

 

 

 

76,341

 

 

 

38,869

 

Net investment income

 

 

 

14,503

 

 

 

15,325

 

Realized and unrealized gain (loss) on investments:

 

 

 

 

 

 

 

Net realized gain (loss) on investments

 

 

 

(6,328

)

 

 

(14,948

)

Net change in unrealized appreciation (depreciation) on investments

 

 

 

(3,171

)

 

 

(3,695

)

Net realized and unrealized gain (loss) on investments

 

 

 

(9,499

)

 

 

(18,643

)

Net increase (decrease) in members' equity resulting from operations

 

 

$

5,004

 

 

$

(3,318

)


 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4


 

 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Statements of Changes in Members’ Equity

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended September 30,

 

 

 

2023

 

 

2022

 

Net change in members’ equity resulting from operations:

 

 

 

Net investment income

$

 

14,503

 

 

$

 

15,325

 

Net realized gain (loss) on investments

 

(6,328

)

 

 

(14,948

)

Net change in unrealized appreciation (depreciation) on investments

 

(3,171

)

 

 

(3,695

)

Net increase (decrease) in members’ equity resulting from operations

 

5,004

 

 

 

(3,318

)

Capital contributions

 

9,750

 

 

 

24,150

 

Distributions

 

(13,100

)

 

 

(15,600

)

Net increase (decrease) in members’ equity

 

1,654

 

 

 

5,232

 

Members’ equity

 

 

 

 

 

 

 Beginning of year

 

56,496

 

 

 

51,264

 

 End of year

$

 

58,150

 

 

$

 

56,496

 


 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5


 

 

 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Statements of Cash Flows

 

($ in thousands)

 

 

 

 

 

 

Year Ended September 30,

 

 

 

 

2023

 

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

Net increase (decrease) in members’ equity resulting from operations

 

$

 

5,004

 

 

$

 

(3,318

)

Adjustments to reconcile net increase (decrease) in members’ equity resulting from operations to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Net change in unrealized (appreciation) depreciation on investments

 

 

3,171

 

 

 

3,695

 

Net realized (gain) loss on investments

 

 

6,328

 

 

 

14,948

 

Net accretion of discount and amortization of premium

 

 

(3,917

)

 

 

(3,186

)

Purchases of investments

 

 

(190,871

)

 

 

(278,807

)

Payment-in-kind interest

 

 

 

(1,055

)

 

 

 

(1,069

)

Proceeds from disposition of investments

 

 

 

155,207

 

 

 

 

102,436

 

Amortization of deferred financing costs

 

 

 

796

 

 

 

 

608

 

(Increase) Decrease in:

 

 

 

 

 

 

 

 

Receivable for investments sold

 

 

 

3,637

 

 

 

 

3,686

 

Interest receivable

 

 

 

(2,154

)

 

 

 

(1,612

)

Prepaid expenses and other assets

 

 

 

1,232

 

 

 

 

(57

)

Due from affiliate

 

 

 

3,117

 

 

 

 

(3,553

)

Increase (Decrease) in:

 

 

 

 

 

 

 

 

Payables for investments purchased

 

 

 

3,052

 

 

 

 

(21,550

)

Interest payable on credit facility and asset backed debt

 

 

 

10,474

 

 

 

 

2,077

 

Interest payable on notes to members

 

 

 

1,769

 

 

 

 

2,065

 

Accrued expenses

 

 

 

(291

)

 

 

 

972

 

Net cash provided by (used in) operating activities

 

 

(4,501

)

 

 

(182,665

)

Cash flows from financing activities:

 

 

 

 

 

 

Members’ capital contributions

 

 

 

9,750

 

 

 

 

15,763

 

Distributions to members

 

 

 

(13,100

)

 

 

 

(15,600

)

Notes issued to members

 

 

 

22,750

 

 

 

 

36,780

 

Proceeds from 2035 asset backed debt issued

 

 

 

246,000

 

 

 

 

Discount on 2035 asset backed debt issued

 

 

 

(2,705

)

 

 

 

Borrowings under credit facility

 

 

 

41,600

 

 

 

 

220,500

 

Repayments under credit facility

 

 

 

(252,500

)

 

 

 

(73,000

)

Net cash provided by (used in) financing activities

 

 

 

51,795

 

 

 

 

184,443

 

Net increase (decrease) in cash and cash equivalents

 

 

47,294

 

 

 

1,778

 

Cash and cash equivalents, beginning of year

 

 

 

30,152

 

 

 

 

28,374

 

Cash and cash equivalents, end of year

 

$

 

77,446

 

 

$

 

30,152

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid on credit facility and asset-backed debt

 

$

 

32,323

 

 

$

 

16,334

 

Interest paid on notes to members

 

$

 

28,556

 

 

$

 

15,403

 

Non-Cash Operating and Financing activity:

 

 

 

 

 

 

 

 

Purchase of investments from non-cash equity contribution

 

$

 

 

 

$

 

(27,957

)

Non-Cash equity contribution

 

$

 

 

 

$

 

8,387

 

Non-Cash proceeds from notes issued to Members

 

$

 

 

 

$

 

19,570

 

Non-Cash exchanges and conversions

 

$

 

3,393

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6


 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Schedule of Investments

September 30, 2023

($ in thousands)

Issuer Name

 

Maturity

 

Industry

 

Current
 Coupon

 

Basis Point
Spread Above
Index
(1)

 

Par

 

Cost

 

Fair Value (2)

First Lien Secured Debt - 1,347.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A1 Garage Merger Sub, LLC

 

12/22/2028

 

Commercial Services & Supplies

 

11.84%

 

SOFR+660

 

2,940

 

$2,886

 

$2,925

Ad.net Acquisition, LLC

 

5/7/2026

 

Media

 

11.65%

 

SOFR+626

 

8,798

 

8,723

 

8,754

Alpine Acquisition Corp II

 

11/30/2026

 

Containers and Packaging

 

11.24%

 

SOFR+600

 

12,852

 

12,535

 

12,338

Anteriad, LLC (f/k/a MeritDirect, LLC)

 

5/23/2024

 

Media: Advertising, Printing & Publishing

 

11.04%

 

SOFR+550

 

5,001

 

4,971

 

4,913

Anteriad Holdings Inc (fka MeritDirect) March 2023

 

5/23/2024

 

Media: Advertising, Printing & Publishing

 

12.04%

 

SOFR+650

 

4,875

 

4,817

 

4,814

Any Hour Services

 

7/21/2027

 

Professional Services

 

11.59%

 

SOFR+585

 

7,510

 

7,348

 

7,360

Apex Service Partners, LLC

 

7/31/2025

 

Diversified Consumer Services

 

10.52%

 

SOFR+525

 

1,002

 

1,002

 

1,000

Apex Service Partners, LLC Term Loan B

 

7/31/2025

 

Diversified Consumer Services

 

11.04%

 

SOFR+550

 

2,187

 

2,187

 

2,181

Apex Service Partners, LLC Term Loan C

 

7/31/2025

 

Diversified Consumer Services

 

10.69%

 

SOFR+525

 

11,013

 

10,972

 

10,985

Applied Technical Services, LLC

 

12/29/2026

 

Commercial Services & Supplies

 

11.54%

 

SOFR+615

 

9,579

 

9,475

 

9,387

Applied Technical Services, LLC - DDTL Unfunded (3)

 

12/29/2026

 

Commercial Services & Supplies

 

 

 

 

 

194

 

-

 

(2)

Arcfield Acquisition Corp.

 

8/3/2029

 

Aerospace and Defense

 

11.62%

 

SOFR+625

 

9,218

 

9,093

 

9,126

Beta Plus Technologies, Inc.

 

7/1/2029

 

Business Services

 

11.14%

 

SOFR+575

 

4,950

 

4,863

 

4,604

BioDerm, Inc.

 

1/31/2028

 

Healthcare and Pharmaceuticals

 

11.83%

 

SOFR+650

 

8,978

 

8,874

 

8,933

Blackhawk Industrial Distribution, Inc.

 

9/17/2026

 

Distributors

 

11.79%

 

SOFR+640

 

15,132

 

14,928

 

14,905

Broder Bros., Co.

 

12/4/2025

 

Consumer Products

 

11.50%

 

SOFR+626

 

2,349

 

2,349

 

2,349

Burgess Point Purchaser Corporation

 

9/26/2029

 

Automotive

 

10.67%

 

SOFR+525

 

447

 

418

 

420

By Light Professional IT Services, LLC

 

5/16/2025

 

High Tech Industries

 

12.43%

 

SOFR+688

 

13,821

 

13,778

 

13,579

Cadence Aerospace, LLC

 

11/14/2023

 

Aerospace and Defense

 

12.07%

 

SOFR+665

 

4,011

 

4,010

 

4,011

 

 

 

 

 

 

(PIK 2.00%)

 

 

 

 

 

 

 

 

Cartessa Aesthetics, LLC

 

6/14/2028

 

Distributors

 

11.39%

 

SOFR+600

 

9,636

 

9,509

 

9,636

CF512, Inc.

 

8/20/2026

 

Media

 

11.60%

 

SOFR+619

 

6,820

 

6,722

 

6,684

CHA Holdings, Inc.

 

4/10/2025

 

Construction and Engineering

 

10.15%

 

SOFR+476

 

5,499

 

5,455

 

5,499

Challenger Performance Optimization, Inc.

 

8/31/2024

 

Business Services

 

12.18%

 

SOFR+675

 

9,232

 

9,201

 

8,955

 

 

 

 

 

 

(PIK 1.00%)

 

 

 

 

 

 

 

 

Confluent Health, LLC

 

10/28/2028

 

Healthcare and Pharmaceuticals

 

9.32%

 

SOFR+400

 

6,797

 

6,559

 

6,445

Connatix Buyer, Inc.

 

7/13/2027

 

Media

 

11.16%

 

SOFR+576

 

3,815

 

3,762

 

3,681

Crane 1 Services, Inc.

 

8/16/2027

 

Commercial Services & Supplies

 

10.90%

 

SOFR+551

 

2,089

 

2,067

 

2,079

Dr. Squatch, LLC

 

8/31/2027

 

Personal Products

 

11.24%

 

SOFR+585

 

14,712

 

14,511

 

14,712

DRI Holding Inc.

 

12/21/2028

 

Media

 

10.67%

 

SOFR+525

 

2,627

 

2,418

 

2,394

DRS Holdings III, Inc.

 

11/3/2025

 

Consumer Goods: Durable

 

11.79%

 

SOFR+640

 

14,429

 

14,376

 

14,256

Duraco Specialty Tapes LLC

 

6/30/2024

 

Containers and Packaging

 

11.89%

 

SOFR+650

 

10,904

 

10,838

 

10,740

ECL Entertainment, LLC

 

8/31/2030

 

Hotel, Gaming and Leisure

 

10.07%

 

SOFR+475

 

5,000

 

4,900

 

4,985

EDS Buyer, LLC

 

1/10/2029

 

Electronic Equipment, Instruments, and Components

 

11.64%

 

SOFR+625

 

8,955

 

8,833

 

8,821

Electro Rent Corporation

 

1/17/2024

 

Electronic Equipment, Instruments, and Components

 

11.00%

 

SOFR+550

 

2,219

 

2,200

 

2,171

Exigo Intermediate II, LLC

 

3/15/2027

 

Software

 

11.17%

 

SOFR+585

 

12,675

 

12,505

 

12,422

ETE Intermediate II, LLC

 

5/29/2029

 

Diversified Consumer Services

 

11.89%

 

SOFR+650

 

12,404

 

12,154

 

12,193

Fairbanks Morse Defense

 

6/17/2028

 

Aerospace and Defense

 

10.40%

 

SOFR+475

 

10,195

 

10,143

 

10,114

Global Holdings InterCo LLC

 

3/16/2026

 

Diversified Financial Services

 

11.96%

 

SOFR+660

 

3,736

 

3,724

 

3,549

Graffiti Buyer, Inc.

 

8/10/2027

 

Trading Companies & Distributors

 

10.99%

 

SOFR+575

 

2,345

 

2,316

 

2,322

Hancock Roofing and Construction L.L.C.

 

12/31/2026

 

Insurance

 

10.92%

 

SOFR+560

 

2,250

 

2,217

 

2,194

Holdco Sands Intermediate, LLC

 

11/23/2028

 

Aerospace and Defense

 

11.32%

 

SOFR+585

 

4,913

 

4,838

 

4,913

HW Holdco, LLC

 

12/10/2024

 

Media

 

11.75%

 

SOFR+640

 

3,014

 

2,988

 

2,968

Imagine Acquisitionco, LLC

 

11/15/2027

 

Software

 

10.72%

 

SOFR+535

 

9,248

 

9,075

 

9,110

Inception Fertility Ventures, LLC

 

12/31/2024

 

Healthcare Providers and Services

 

12.51%

 

SOFR+715

 

16,453

 

16,257

 

16,453

Infinity Home Services Holdco, Inc.

 

12/28/2028

 

Commercial Services & Supplies

 

12.24%

 

SOFR+685

 

6,090

 

5,979

 

6,090

Integrated Data Services

 

8/1/2029

 

Business Services

 

11.87%

 

SOFR+650

 

18,904

 

18,532

 

18,463

Integrative Nutrition, LLC

 

1/31/2025

 

Diversified Consumer Services

 

12.54%

 

SOFR+700

 

11,105

 

11,083

 

10,439

 

 

 

 

 

 

(PIK 2.25%)

 

 

 

 

 

 

 

 

Integrity Marketing Acquisition, LLC

 

8/27/2026

 

Insurance

 

11.57%

 

SOFR+575

 

5,906

 

5,851

 

5,847

Inventus Power, Inc.

 

6/30/2025

 

Consumer Goods: Durable

 

12.93%

 

SOFR+761

 

8,246

 

8,097

 

8,081

ITI Holdings, Inc.

 

3/3/2028

 

IT Services

 

11.06%

 

SOFR+560

 

3,940

 

3,886

 

3,861

K2 Pure Solutions NoCal, L.P.

 

12/20/2023

 

Chemicals, Plastics and Rubber

 

13.42%

 

SOFR+810

 

15,509

 

15,487

 

15,509

Kinetic Purchaser, LLC

 

11/10/2027

 

Personal Products

 

11.54%

 

SOFR+615

 

16,662

 

16,346

 

16,412

Lash OpCo, LLC

 

2/18/2027

 

Personal Products

 

12.13%

 

SOFR+675

 

14,210

 

13,989

 

14,068

LAV Gear Holdings, Inc.

 

10/31/2024

 

Capital Equipment

 

11.74%

 

SOFR+643

 

15,042

 

14,997

 

14,862

Lightspeed Buyer Inc.

 

2/3/2026

 

Healthcare Providers and Services

 

10.70%

 

SOFR+535

 

12,056

 

11,911

 

11,935

LJ Avalon Holdings, LLC

 

1/31/2030

 

Environmental Industries

 

11.77%

 

SOFR+640

 

2,585

 

2,537

 

2,534

Loving Tan Intermediate II, Inc.

 

5/26/2028

 

Consumer Products

 

12.39%

 

SOFR+700

 

7,481

 

7,337

 

7,369

Lucky Bucks, LLC (4)

 

7/20/2027

 

Hotel, Gaming and Leisure

 

0.00%

 

 

 

4,489

 

4,207

 

1,182

Lucky Bucks. LLC - OpCo DIP Loans

 

9/30/2025

 

Hotel, Gaming and Leisure

 

15.33%

 

SOFR+1000

 

160

 

158

 

160

MAG DS Corp

 

4/1/2027

 

Aerospace and Defense

 

10.99%

 

SOFR+550

 

2,097

 

2,007

 

1,986

Magenta Buyer, LLC

 

7/31/2028

 

Software

 

10.63%

 

SOFR+500

 

3,006

 

2,845

 

2,228

Marketplace Events, LLC - Super Priority First Lien Term Loan

 

9/30/2025

 

Media: Diversified and Production

 

10.94%

 

SOFR+525

 

647

 

647

 

647

Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan (3)

 

9/30/2025

 

Media: Diversified and Production

 

 

 

 

 

589

 

-

 

-

Marketplace Events, LLC

 

9/30/2026

 

Media: Diversified and Production

 

10.94%

 

SOFR+525

 

4,837

 

3,782

 

4,837

Mars Acquisition Holdings Corp.

 

5/14/2026

 

Media

 

11.04%

 

SOFR+565

 

11,588

 

11,476

 

11,472

MBS Holdings, Inc.

 

4/16/2027

 

Internet Software and Services

 

11.17%

 

SOFR+585

 

7,859

 

7,758

 

7,749

MDI Buyer, Inc.

 

7/25/2028

 

Chemicals, Plastics and Rubber

 

11.32%

 

SOFR+600

 

6,380

 

6,271

 

6,244

Meadowlark Acquirer, LLC

 

12/10/2027

 

Professional Services

 

11.04%

 

SOFR+565

 

2,372

 

2,336

 

2,312

 

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

7


 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Schedule of Investments

September 30, 2023

($ in thousands)

 

Issuer Name

 

Maturity

 

Industry

 

Current
 Coupon

 

Basis Point
Spread Above
Index
(1)

 

Par /
 Shares

 

Cost

 

Fair Value (2)

Mission Critical Electronics, Inc.

 

3/28/2024

 

Capital Equipment

 

11.29%

 

SOFR+515

 

5,769

 

$5,763

 

$5,740

Municipal Emergency Services, Inc.

 

9/28/2027

 

Distributors

 

11.04%

 

SOFR+565

 

3,430

 

3,380

 

3,355

NBH Group LLC

 

8/19/2026

 

Healthcare, Education & Childcare

 

10.93%

 

SOFR+525

 

10,711

 

10,572

 

10,497

Neptune Flood Incorporated

 

5/9/2029

 

Insurance

 

11.97%

 

SOFR+650

 

5,042

 

4,970

 

5,042

New Milani Group LLC

 

6/6/2024

 

Consumer Goods: Non-Durable

 

10.92%

 

SOFR+550

 

14,213

 

14,194

 

14,213

One Stop Mailing, LLC

 

5/7/2027

 

Air Freight and Logistics

 

11.68%

 

SOFR+636

 

15,849

 

15,588

 

15,849

ORL Acquisitions, Inc.

 

9/3/2027

 

Consumer Finance

 

12.84%

 

SOFR+725

 

2,223

 

2,202

 

2,023

Output Services Group, Inc. (4)

 

6/27/2026

 

Business Services

 

0.00%

 

 

7,759

 

7,689

 

1,513

Owl Acquisition, LLC

 

2/4/2028

 

Professional Services

 

10.80%

 

SOFR+575

 

3,893

 

3,832

 

3,834

Ox Two, LLC

 

5/18/2026

 

Construction and Building

 

12.90%

 

SOFR+751

 

4,345

 

4,306

 

4,269

Peaquod Merger Sub, Inc.

 

12/2/2026

 

Diversified Financial Services

 

11.79%

 

SOFR+640

 

11,474

 

11,267

 

11,244

PH Beauty Holdings III, Inc.

 

9/29/2025

 

Wholesale

 

10.68%

 

SOFR+500

 

9,493

 

9,282

 

7,974

PL Acquisitionco, LLC

 

11/9/2027

 

Textiles, Apparel and Luxury Goods

 

12.42%

 

SOFR+710

 

7,565

 

7,467

 

6,809

 

 

 

 

 

 

(PIK 4.00%)

 

 

 

 

 

 

 

 

PlayPower, Inc.

 

5/8/2026

 

Consumer Goods: Durable

 

10.57%

 

SOFR+565

 

2,551

 

2,491

 

2,436

Pragmatic Institute, LLC

 

7/6/2028

 

Education

 

11.17%

 

SOFR+575

 

11,138

 

10,999

 

10,636

Quantic Electronics, LLC

 

11/19/2026

 

Aerospace and Defense

 

11.74%

 

SOFR+635

 

2,803

 

2,776

 

2,761

Rancho Health MSO, Inc.

 

12/18/2025

 

Healthcare Providers and Services

 

11.22%

 

SOFR+585

 

1,029

 

1,029

 

1,029

Reception Purchaser, LLC

 

2/28/2028

 

Air Freight and Logistics

 

11.54%

 

SOFR+600

 

4,938

 

4,876

 

4,740

Recteq, LLC

 

1/29/2026

 

Leisure Products

 

12.54%

 

SOFR+700

 

4,875

 

4,825

 

4,729

Research Now Group, LLC and Dynata, LLC

 

12/20/2024

 

Diversified Consumer Services

 

11.13%

 

SOFR+576

 

12,432

 

12,322

 

10,878

Rural Sourcing Holdings, Inc. (HPA SPQ Merger Sub, Inc.)

 

6/15/2029

 

High Tech Industries

 

11.52%

 

SOFR+625

 

3,749

 

3,676

 

3,692

Sales Benchmark Index LLC

 

1/3/2025

 

Professional Services

 

11.59%

 

SOFR+620

 

9,522

 

9,474

 

9,475

Sargent & Greenleaf Inc.

 

12/20/2024

 

Wholesale

 

12.92%

 

SOFR+760

 

5,167

 

5,148

 

5,116

 

 

 

 

 

 

(PIK 1.00%)

 

 

 

 

 

 

 

 

Schlesinger Global, Inc.

 

7/14/2025

 

Business Services

 

12.52%

 

SOFR+715

 

11,791

 

11,777

 

11,407

 

 

 

 

 

 

(PIK 0.50%)

 

 

 

 

 

 

 

 

Seaway Buyer, LLC

 

6/13/2029

 

Chemicals, Plastics and Rubber

 

11.54%

 

SOFR+615

 

4,950

 

4,884

 

4,802

Sigma Defense Systems, LLC

 

12/18/2025

 

Aerospace and Defense

 

14.04%

 

SOFR+865

 

13,787

 

13,579

 

13,580

Skopima Consilio Parent, LLC

 

5/17/2028

 

Business Services

 

9.93%

 

SOFR+450

 

1,300

 

1,274

 

1,272

Smile Brands Inc.

 

10/14/2025

 

Healthcare and Pharmaceuticals

 

9.70%

 

SOFR+450

 

11,796

 

11,739

 

10,598

Solutionreach, Inc.

 

7/17/2025

 

Healthcare and Pharmaceuticals

 

12.37%

 

SOFR+700

 

4,582

 

4,577

 

4,563

Spendmend Holdings LLC

 

3/1/2028

 

Healthcare Technology

 

11.04%

 

SOFR+565

 

4,112

 

4,047

 

4,022

STV Group Incorporated

 

12/11/2026

 

Construction and Building

 

10.67%

 

SOFR+535

 

9,075

 

9,025

 

8,894

Summit Behavioral Healthcare, LLC

 

11/24/2028

 

Healthcare and Pharmaceuticals

 

10.43%

 

SOFR+475

 

1,786

 

1,696

 

1,779

System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)

 

8/16/2027

 

Aerospace and Defense

 

11.49%

 

SOFR+600

 

14,738

 

14,540

 

14,575

Team Services Group, LLC

 

11/24/2028

 

Healthcare and Pharmaceuticals

 

10.75%

 

SOFR+500

 

346

 

333

 

339

Teneo Holdings LLC

 

7/18/2025

 

Business Services

 

10.67%

 

SOFR+535

 

2,262

 

2,261

 

2,259

The Aegis Technologies Group, LLC

 

10/31/2025

 

Aerospace and Defense

 

12.04%

 

SOFR+665

 

5,602

 

5,560

 

5,518

The Bluebird Group LLC

 

7/27/2026

 

Professional Services

 

12.79%

 

SOFR+700

 

5,403

 

5,336

 

5,382

The Vertex Companies, LLC

 

8/31/2027

 

Construction and Engineering

 

11.72%

 

SOFR+635

 

7,716

 

7,591

 

7,656

TPC Canada Parent, Inc. and TPC US Parent, LLC

 

11/24/2025

 

Consumer Goods: Non-Durable

 

10.95%

 

SOFR+565

 

8,654

 

8,556

 

8,654

TWS Acquisition Corporation

 

6/16/2025

 

Diversified Consumer Services

 

11.80%

 

SOFR+625

 

4,316

 

4,310

 

4,316

Tyto Athene, LLC

 

4/1/2028

 

IT Services

 

10.90%

 

SOFR+550

 

14,670

 

14,565

 

13,379

Urology Management Holdings, Inc.

 

6/15/2026

 

Healthcare and Pharmaceuticals

 

11.79%

 

SOFR+665

 

6,892

 

6,775

 

6,749

Walker Edison Furniture Company LLC

 

3/31/2027

 

Wholesale

 

12.18%

 

SOFR+685

 

3,521

 

3,521

 

3,521

Walker Edison Furniture Company LLC - Junior Revolving Credit Facility

 

3/31/2027

 

Wholesale

 

11.68%

 

SOFR+635

 

1,667

 

1,667

 

1,667

Walker Edison Furniture Company LLC - DDTL - Unfunded (3)

 

3/31/2027

 

Wholesale

 

 

 

 

 

333

 

-

 

-

Wildcat Buyerco, Inc.

 

2/27/2026

 

Electronic Equipment, Instruments, and Components

 

10.54%

 

SOFR+515

 

10,565

 

10,491

 

10,460

Zips Car Wash, LLC

 

3/1/2024

 

Automobiles

 

12.67%

 

SOFR+735

 

16,732

 

16,660

 

16,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total First Lien Secured Debt

 

 

 

 

 

 

 

 

 

 

 

801,215

 

783,598

Equity Securities - 3.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New MPE Holdings, LLC

 

 

Media: Diversified and Production

 

 

 

-

 

-

 

495

Walker Edison Furniture - Common Equity

 

 

Wholesale

 

 

 

 

 

36

 

3,393

 

1,766

Total Equity Securities

 

 

 

 

 

 

 

 

 

 

 

3,393

 

2,261

Total Investments - 1,351.4%

 

 

 

 

 

 

 

804,608

 

785,859

Cash and Cash Equivalents - 133.2%

 

 

 

 

 

 

 

 

 

 

BlackRock Federal FD Institutional 30

 

 

 

 

 

 

 

 

 

 

 

77,446

 

77,446

Total Cash and Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

77,446

 

77,446

Total Investments and Cash Equivalents —1,485.4%

 

 

 

 

 

 

 

 

 

 

 

$882,054

 

863,305

Liabilities in Excess of Other Assets — (1,385.4)%

 

 

 

 

 

 

 

 

 

 

 

 

 

(805,155)

Members' Equity—100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

58,150

 

 

 

 

(1) Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate or "SOFR", or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(2) Valued based on PSSL’s accounting policy.

(3) Represents the purchase of a security with a delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.

(4) Security currently on interest non-accrual status.

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8


 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Schedule of Investments

September 30, 2022

($ in thousand)

Issuer Name

 

Maturity

 

Industry

 

Current
 Coupon

 

Basis Point
Spread Above
Index
(1)

 

Par

 

Cost

 

Fair Value (2)

First Lien Secured Debt - 1,330.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ad.net Acquisition, LLC

 

5/6/2026

 

Media

 

9.67%

 

3M L+600

 

8,888

 

$8,788

 

$8,821

Alpine Acquisition Corp II

 

11/30/2026

 

Containers and Packaging

 

8.22%

 

SOFR+600

 

9,975

 

9,790

 

9,576

Altamira Technologies, LLC

 

7/24/2025

 

Business Services

 

10.81%

 

3M L+800

 

5,225

 

5,113

 

5,042

American Insulated Glass, LLC

 

12/21/2023

 

Building Products

 

7.79%

 

3M L+550

 

4,883

 

4,851

 

4,883

Anteriad, LLC (f/k/a MeritDirect, LLC)

 

5/23/2024

 

Media: Advertising, Printing & Publishing

 

9.67%

 

3M L+550

 

5,284

 

5,208

 

5,284

Any Hour Services

 

7/21/2027

 

Professional Services

 

8.33%

 

3M L+525

 

3,510

 

3,441

 

3,440

Apex Service Partners, LLC

 

7/31/2025

 

Diversified Consumer Services

 

6.72%

 

1M L+525

 

1,010

 

1,010

 

1,005

Apex Service Partners, LLC Term Loan B

 

7/31/2025

 

Diversified Consumer Services

 

9.67%

 

3M L+625

 

2,202

 

2,202

 

2,191

Apex Service Partners, LLC Term Loan C

 

7/31/2025

 

Diversified Consumer Services

 

7.86%

 

3M L+525

 

11,115

 

11,050

 

11,059

Applied Technical Services, LLC

 

12/29/2026

 

Commercial Services & Supplies

 

8.76%

 

3M L+575

 

8,421

 

8,317

 

8,211

Arcfield Acquisition Corp.

 

3/7/2028

 

Aerospace and Defense

 

8.99%

 

SOFR + 575

 

4,677

 

4,588

 

4,583

Beta Plus Technologies, Inc.

 

7/1/2029

 

Business Services

 

7.76%

 

SOFR + 525

 

5,000

 

4,903

 

4,900

Blackhawk Industrial Distribution, Inc.

 

9/17/2024

 

Distributors

 

8.62%

 

SOFR + 500

 

15,293

 

15,102

 

14,956

Broder Bros., Co.

 

12/2/2022

 

Consumer Products

 

7.39%

 

3M L+600

 

2,417

 

2,417

 

2,417

By Light Professional IT Services, LLC

 

5/16/2024

 

High Tech Industries

 

9.20%

 

1M L+662

 

14,822

 

14,771

 

14,674

Cadence Aerospace, LLC

 

11/14/2023

 

Aerospace and Defense

 

11.31%

 

3M L+325

 

12,412

 

12,385

 

12,288

 

 

 

 

 

 

(PIK 11.31%)

 

 

 

 

 

 

 

 

Cartessa Aesthetics, LLC

 

5/13/2028

 

Distributors

 

9.55%

 

SOFR + 600

 

6,484

 

6,359

 

6,386

CF512, Inc.

 

8/20/2026

 

Media

 

9.08%

 

3M L+600

 

4,950

 

4,866

 

4,876

CHA Holdings, Inc.

 

4/10/2025

 

Construction and Engineering

 

8.17%

 

3M L+450

 

5,557

 

5,487

 

5,557

Challenger Performance Optimization, Inc.

 

8/31/2023

 

Business Services

 

9.27%

 

1M L+575

 

9,271

 

9,247

 

8,993

 

 

 

 

 

 

(PIK 1.00%)

 

 

 

 

 

 

 

 

Connatix Buyer, Inc.

 

7/13/2027

 

Media

 

8.42%

 

3M L+550

 

3,907

 

3,842

 

3,810

Crane 1 Services, Inc.

 

8/16/2027

 

Commercial Services & Supplies

 

9.39%

 

3M L+575

 

2,110

 

2,084

 

2,089

Douglas Products and Packaging Company LLC

 

10/19/2022

 

Chemicals, Plastics and Rubber

 

8.87%

 

3M L+575

 

8,655

 

8,653

 

8,655

Douglas Sewer Intermediate, LLC

 

10/19/2022

 

Chemicals, Plastics and Rubber

 

8.87%

 

3M L+575

 

7,248

 

7,246

 

7,248

Dr. Squatch, LLC

 

8/31/2027

 

Personal Products

 

9.42%

 

3M L+575

 

14,862

 

14,610

 

14,639

DRI Holding Inc.

 

12/21/2028

 

Media

 

8.37%

 

1M L+525

 

1,832

 

1,680

 

1,643

DRS Holdings III, Inc.

 

11/3/2025

 

Consumer Goods: Durable

 

8.87%

 

1M L+575

 

15,179

 

15,103

 

14,693

Duraco Specialty Tapes LLC

 

6/30/2024

 

Containers and Packaging

 

8.62%

 

1M L+550

 

10,278

 

10,151

 

10,031

ECL Entertainment, LLC

 

5/1/2028

 

Hotels, Restaurants and Leisure

 

10.62%

 

3M L+750

 

2,621

 

2,598

 

2,581

ECM Industries, LLC

 

12/23/2025

 

Electronic Equipment, Instruments, and Components

 

7.82%

 

3M L+475

 

4,974

 

4,974

 

4,738

Exigo Intermediate II, LLC

 

3/15/2027

 

Software

 

8.87%

 

1M L+575

 

12,935

 

12,759

 

12,644

Fairbanks Morse Defense

 

6/17/2028

 

Aerospace and Defense

 

8.39%

 

3M L+475

 

10,300

 

10,238

 

9,528

Gantech Acquisition Corp.

 

5/14/2026

 

IT Services

 

9.37%

 

1M L+625

 

14,638

 

14,427

 

14,199

Global Holdings InterCo LLC

 

3/16/2026

 

Diversified Financial Services

 

8.74%

 

3M L+600

 

3,904

 

3,888

 

3,728

Graffiti Buyer, Inc.

 

8/10/2027

 

Trading Companies & Distributors

 

9.17%

 

3M L+550

 

2,369

 

2,320

 

2,274

Hancock Roofing and Construction L.L.C.

 

12/31/2026

 

Insurance

 

8.67%

 

1M L+500

 

2,392

 

2,347

 

2,356

Holdco Sands Intermediate, LLC

 

11/23/2028

 

Aerospace and Defense

 

10.17%

 

3M L+600

 

4,963

 

4,874

 

4,863

HW Holdco, LLC

 

12/10/2024

 

Media

 

6.00%

 

6M L+575

 

3,052

 

3,006

 

3,014

Icon Partners III, LP

 

5/11/2028

 

Automobiles

 

7.55%

 

3M L+450

 

2,327

 

1,997

 

1,701

IDC Infusion Services, Inc.

 

12/30/2026

 

Healthcare Equipment and Supplies

 

10.20%

 

SOFR+700

 

9,950

 

9,833

 

9,502

Imagine Acquisitionco, LLC

 

11/15/2027

 

Software

 

8.42%

 

1M L+550

 

5,364

 

5,261

 

5,230

Inception Fertility Ventures, LLC

 

12/7/2023

 

Healthcare Providers and Services

 

8.55%

 

SOFR+700

 

16,620

 

16,309

 

16,454

Integrative Nutrition, LLC

 

9/29/2023

 

Diversified Consumer Services

 

8.42%

 

3M L+475

 

11,187

 

11,168

 

10,963

Integrity Marketing Acquisition, LLC

 

8/27/2025

 

Insurance

 

7.58%

 

1M L+550

 

5,966

 

5,885

 

5,906

ITI Holdings, Inc.

 

3/3/2028

 

IT Services

 

8.67%

 

SOFR + 550

 

3,980

 

3,917

 

3,900

K2 Pure Solutions NoCal, L.P.

 

12/20/2023

 

Chemicals, Plastics and Rubber

 

11.12%

 

1M L+800

 

19,250

 

19,103

 

19,250

Kinetic Purchaser, LLC

 

11/10/2027

 

Personal Products

 

9.67%

 

3M L+600

 

16,830

 

16,451

 

16,494

Lash OpCo, LLC

 

2/18/2027

 

Personal Products

 

11.17%

 

3M L+700

 

14,355

 

14,074

 

14,068

LAV Gear Holdings, Inc.

 

10/31/2024

 

Capital Equipment

 

9.70%

 

3M L+550

 

10,578

 

10,539

 

10,335

 

 

 

 

 

 

(PIK 2.00%)

 

 

 

 

 

 

 

 

Lightspeed Buyer Inc.

 

2/3/2026

 

Healthcare Providers and Services

 

9.04%

 

3M L+575

 

10,598

 

10,428

 

10,254

Lucky Bucks, LLC

 

7/20/2027

 

Hotel, Gaming and Leisure

 

8.31%

 

3M L+550

 

4,331

 

4,258

 

3,183

Magenta Buyer, LLC

 

7/31/2028

 

Software

 

7.87%

 

1M L+475

 

2,695

 

2,539

 

2,425

Marketplace Events, LLC - Super Priority First Lien Term Loan

 

9/30/2025

 

Media: Diversified and Production

 

8.19%

 

1M L+525

 

647

 

647

 

647

Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan (3)

 

9/30/2025

 

Media: Diversified and Production

 

 

 

 

 

589

 

-

 

-

Marketplace Events, LLC

 

9/30/2026

 

Media: Diversified and Production

 

8.19%

 

1M L+525

 

4,837

 

3,527

 

4,837

Mars Acquisition Holdings Corp.

 

5/14/2026

 

Media

 

8.62%

 

1M L+550

 

9,900

 

9,782

 

9,851

MBS Holdings, Inc.

 

4/16/2027

 

Internet Software and Services

 

8.56%

 

3M L+575

 

7,406

 

7,296

 

7,332

MDI Buyer, Inc.

 

7/25/2028

 

Chemicals, Plastics and Rubber

 

8.98%

 

3M L+500

 

5,000

 

4,902

 

4,900

Meadowlark Acquirer, LLC

 

12/10/2027

 

Professional Services

 

9.17%

 

3M L+650

 

2,396

 

2,353

 

2,372

Mission Critical Electronics, Inc.

 

3/28/2024

 

Capital Equipment

 

8.70%

 

SOFR+500

 

5,829

 

5,817

 

5,759

Municipal Emergency Services, Inc.

 

9/28/2027

 

Distributors

 

8.67%

 

3M L+500

 

3,465

 

3,405

 

3,264

NBH Group LLC

 

8/19/2026

 

Healthcare, Education & Childcare

 

7.80%

 

1M L+550

 

10,820

 

10,641

 

10,820

New Milani Group LLC

 

6/6/2024

 

Consumer Goods: Non-Durable

 

7.75%

 

3M L+500

 

14,363

 

14,319

 

14,111

OIS Management Services, LLC

 

7/9/2026

 

Healthcare Equipment and Supplies

 

8.40%

 

SOFR+475

 

5,060

 

4,991

 

5,060

One Stop Mailing, LLC

 

5/7/2027

 

Air Freight and Logistics

 

9.37%

 

1M L+625

 

14,598

 

14,353

 

14,160

Output Services Group, Inc.

 

3/27/2024

 

Business Services

 

9.80%

 

3M L+425

 

7,682

 

7,676

 

5,838

Owl Acquisition, LLC

 

2/4/2028

 

Professional Services

 

8.41%

 

3M L+575

 

3,990

 

3,918

 

3,890

Ox Two, LLC

 

5/18/2026

 

Construction and Building

 

9.81%

 

3M L+600

 

4,925

 

4,866

 

4,827

PH Beauty Holdings III, Inc.

 

9/29/2025

 

Wholesale

 

8.07%

 

1M L+500

 

9,593

 

9,234

 

7,674

PL Acquisitionco, LLC

 

11/9/2027

 

Textiles, Apparel and Luxury Goods

 

9.62%

 

1M L+650

 

8,238

 

8,111

 

8,032

Plant Health Intermediate, Inc.

 

10/19/2022

 

Chemicals, Plastics and Rubber

 

8.87%

 

3M L+575

 

1,562

 

1,561

 

1,562

PlayPower, Inc.

 

5/8/2026

 

Consumer Goods: Durable

 

9.17%

 

3M L+550

 

2,580

 

2,500

 

2,309

Pragmatic Institute, LLC

 

7/6/2028

 

Education

 

9.30%

 

SOFR+575

 

11,250

 

11,056

 

11,138

Quantic Electronics, LLC

 

11/19/2026

 

Aerospace and Defense

 

8.41%

 

1M L+625

 

4,845

 

4,755

 

4,729

Quantic Electronics, LLC - Unfunded Term Loan (3)

 

11/19/2026

 

Aerospace and Defense

 

 

 

 

 

1,888

 

-

 

-

Reception Purchaser, LLC

 

2/28/2028

 

Air Freight and Logistics

 

9.13%

 

SOFR+600

 

4,975

 

4,904

 

4,751

Recteq, LLC

 

1/29/2026

 

Leisure Products

 

9.92%

 

3M L+600

 

4,925

 

4,856

 

4,753

Research Now Group, LLC and Dynata, LLC

 

12/20/2024

 

Diversified Consumer Services

 

8.84%

 

3M L+550

 

12,564

 

12,354

 

11,291

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

9


 

 

PennantPark Senior Secured Loan Fund I LLC

Consolidated Schedule of Investments

September 30, 2022

($ in thousands)

 

Issuer Name

 

Maturity

 

Industry

 

Current
 Coupon

 

Basis Point
 Spread
 Above
 Index
(1)

 

Par /
 Shares

 

Cost

 

Fair Value (2)

Sales Benchmark Index LLC

 

1/3/2025

 

Professional Services

 

9.67%

 

3M L+600

 

5,013

 

$4,960

 

$4,963

Sargent & Greenleaf Inc.

 

12/20/2024

 

Wholesale

 

8.62%

 

3M L+550

 

5,240

 

5,202

 

5,187

Schlesinger Global, Inc.

 

7/14/2025

 

Business Services

 

10.27%

 

SOFR+500

 

11,847

 

11,829

 

11,551

 

 

 

 

 

 

(PIK 0.50%)

 

 

 

 

 

 

 

 

Sigma Defense Systems, LLC

 

12/18/2025

 

Aerospace and Defense

 

12.17%

 

1M L+850

 

14,716

 

14,411

 

14,421

Smile Brands Inc.

 

10/14/2025

 

Healthcare and Pharmaceuticals

 

7.05%

 

3M L+450

 

11,917

 

11,807

 

11,470

Solutionreach, Inc.

 

1/17/2024

 

Healthcare and Pharmaceuticals

 

8.87%

 

1M L+575

 

5,647

 

5,625

 

5,511

Spendmend Holdings LLC

 

3/1/2028

 

Healthcare Technology

 

8.63%

 

SOFR+575

 

2,956

 

2,916

 

2,873

STV Group Incorporated

 

12/11/2026

 

Construction and Building

 

8.37%

 

3M L+525

 

9,075

 

9,011

 

8,985

System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)

 

8/16/2027

 

Aerospace and Defense

 

8.73%

 

SOFR+600

 

14,888

 

14,623

 

14,649

Teneo Holdings LLC

 

7/18/2025

 

Business Services

 

8.38%

 

3M L+625

 

2,786

 

2,757

 

2,623

The Aegis Technologies Group, LLC

 

10/31/2025

 

Aerospace and Defense

 

9.55%

 

3M L+500

 

5,659

 

5,600

 

5,603

The Bluebird Group LLC

 

7/27/2026

 

Professional Services

 

10.67%

 

1M L+700

 

1,707

 

1,679

 

1,724

The Infosoft Group, LLC

 

9/16/2024

 

Media: Broadcasting and Subscription

 

8.47%

 

3M L+525

 

12,957

 

12,952

 

12,859

The Vertex Companies, LLC

 

8/30/2027

 

Construction and Engineering

 

8.62%

 

1M L+550

 

5,578

 

5,479

 

5,550

TPC Canada Parent, Inc. and TPC US Parent, LLC

 

11/24/2025

 

Consumer Goods: Non-Durable

 

8.30%

 

3M L+475

 

8,744

 

8,604

 

8,482

TVC Enterprises, LLC

 

3/26/2026

 

Diversified Consumer Services

 

8.87%

 

3M L+550

 

14,952

 

14,871

 

14,578

TWS Acquisition Corporation

 

6/16/2025

 

Diversified Consumer Services

 

8.76%

 

3M L+625

 

5,468

 

5,450

 

5,441

Tyto Athene, LLC (New Issue)

 

4/1/2028

 

IT Services

 

7.76%

 

3M L+550

 

15,550

 

15,421

 

14,446

UBEO, LLC

 

4/3/2024

 

Capital Equipment

 

8.17%

 

3M L+450

 

17,390

 

17,305

 

17,129

Unique Indoor Comfort, LLC

 

5/24/2027

 

Home and Office Furnishings, Housewares

 

8.95%

 

SOFR+525

 

4,975

 

4,880

 

4,866

Walker Edison Furniture Company LLC

 

3/31/2027

 

Wholesale

 

12.42%

 

3M L+575

 

12,684

 

12,438

 

8,473

 

 

 

 

 

 

(PIK 3.0%)

 

 

 

 

 

 

 

 

Wildcat Buyerco, Inc.

 

2/27/2026

 

Electronic Equipment, Instruments, and Components

 

9.45%

 

SOFR+550

 

8,546

 

8,506

 

8,261

Zips Car Wash, LLC

 

3/1/2024

 

Automobiles

 

10.35%

 

3M L+725

 

16,957

 

16,711

 

16,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total First Lien Secured Debt

 

 

 

 

 

 

 

 

 

 

 

767,316

 

751,628

Second Lien Secured Debt - 5.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventus Power, Inc.

 

9/29/2024

 

Consumer Goods: Durable

 

12.17%

 

3M L+850

 

3,000

 

2,963

 

2,955

Total Second Lien Secured Debt

 

 

 

 

 

 

 

 

 

 

 

2,963

 

2,955

Equity Securities - 0.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New MPE Holdings, LLC

 

 

Media: Diversified and Production

 

 

 

 

 

139

Total Equity Securities

 

 

 

 

 

 

 

 

 

 

 

 

139

Total Investments - 1,335.9%

 

 

 

 

 

 

 

770,280

 

754,722

Cash and Cash Equivalents - 53.4%

 

 

 

 

 

 

 

 

 

 

BlackRock Federal FD Institutional 30

 

 

 

 

 

 

 

 

 

 

 

30,152

 

30,152

Total Cash and Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

30,152

 

30,152

Total Investments and Cash Equivalents —1,389.26%

 

 

 

 

 

 

 

 

 

 

 

$800,432

 

$784,874

Liabilities in Excess of Other Assets — (1,289.26)%

 

 

 

 

 

 

 

 

 

 

 

 

 

(728,378)

Members' Equity—100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

$56,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L”, Secured Overnight Financing Rate or "SOFR", or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. All securities are subject to a SOFR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

(2) Valued based on PSSL’s accounting policy.

(3) Represents the purchase of a security with a delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded.

 


 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

10


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

1.
ORGANIZATION

 

PennantPark Senior Secured Loan Fund I LLC ("PSSL"), is organized as a Delaware limited liability company and commenced operations in May 2017. PSSL is a joint venture between PennantPark Floating Rate Capital Ltd. ("PFLT") and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation (NYSE: KMPR), ("Kemper"). In this report, except where the context suggests otherwise, the terms “Company,” “we,” “our,” or “us” refer to PSSL and its consolidated subsidiary.

 

The Company's investment objectives are to generate current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objective by investing primarily in loans bearing a variable-rate of interest, or floating rate loans, and other investments made to U.S. middle-market companies whose debt is rated below investment grade. Floating rate loans pay interest at variable rates, which are determined periodically, on the basis of a floating base lending rate such as London Interbank Offered Rate ("LIBOR"), and Secured Overnight Financing Rate ("SOFR"), with or without a floor, plus a fixed spread.

 

PFLT and Kemper (individually a "Member" and collectively the "Members") provide capital to PSSL in the form of notes and equity interests. As of September 30, 2023 and 2022, PFLT and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding notes and equity interests. The administrative agent of the Company is PennantPark Investment Administration, LLC, (the "Administrative Agent"). The Bank of New York Mellon Corporation, or the Sub-Administrator, provides certain services to the Administrative Agent with respect to certain accounting matters and has the responsibility for the official books and records.

 

PFLT and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee; provided that at least one individual is present that was elected, designated or appointed by each of the Members; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the Member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each of the Members.

 

In January 2021, Pennant Park Senior Secured Loan Facility II, LLC ("PSSL II"), a wholly-owned subsidiary of PSSL, was formed as a financing subsidiary for purposes of entering into a senior secured revolving credit facility with Ally Bank (see Note 10).

 

In January 2021, PSSL completed a $300.7 million debt securitization in the form of a collateralized loan obligation, or the “2032 Asset-Backed Debt”. The 2032 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO II, Ltd. ("CLO II"), a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2032 Asset-Backed Debt is scheduled to mature in January 2032.

 

In April 2023, PSSL completed a $297.8 million debt securitization in the form of a collateralized loan obligation, or the “2035 Asset-Backed Debt”. The 2035 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO VI, LLC ("CLO VI"), a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2035 Asset-Backed Debt is scheduled to mature in April 2035.

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

PSSL is considered an investment company under U.S. generally accepted accounting principles ("GAAP") and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. References to the Accounting Standards Codification, as amended ("ASC"), serves as a source of accounting literature. Subsequent events are evaluated and recognized or disclosed as appropriate for events occurring through the date the consolidated financial statements are available to be issued. The preparation of our consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reported periods. In the opinion of the Company, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We have eliminated all intercompany balances and transactions.

 

 

11


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

(a) Restatement of Previously Issued Financial Statement

During the preparation of the financial statements as of and for the year ended September 30, 2023, Management identified

an error in the classification and presentation of cash pertaining to the Company’s affiliate, PFLT, in the September 30, 2022 financial statements. The Company recorded cash activity and due from affiliate pertaining to their investments as an increase in the cash account instead of presenting the related cash and cash equivalents as an asset and another asset for due from affiliate. The impact of the error correction is reflected in a $3.6 million decrease to cash and offsetting increase to due from affiliates as of September 30, 2022 and a decrease in due from affiliates within operating activities on the consolidated statement of cash flows totaling $3.6 million for the year ended September 30, 2022. There was no impact from the error correction to total members' equity as reported on the consolidated statement of assets, liabilities and members' equity as of September 30, 2022. In addition, there was no impact from the error correction on net investment income or net increase (decrease) in members' equity resulting from operations in total as reported on the consolidated statement of operations for the year ended September 30, 2022. The corrections were reported in the year ended September 30, 2023.

 

Our significant accounting policies consistently applied are as follows:

 

(b) Investment Valuations

 

We expect that there may not be readily available market values for many of our investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy, described herein, and a consistently applied valuation process. With respect to investments for which there is no readily available market value, the factors that the board of directors may consider in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event in determining our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 4.

 

Our portfolio generally consists of illiquid securities, including debt investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:

(1)
Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of PennantPark Investment Advisers, LLC, the investment adviser to PFLT, responsible for the portfolio investment;

 

(2)
Preliminary valuation conclusions are then documented and discussed with the management of PennantPark Investment Advisers, LLC;

 

(3)
Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review PennantPark Investment Advisers, LLC’s preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;

 

(4)
Our board of directors reviews the preliminary valuations of PennantPark Investment Advisers, LLC and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and

 

(5)
Our board of directors assesses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of PennantPark Investment Advisers, LLC and the respective independent valuation firms.

 

Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at bid prices obtained from at least two brokers

 

12


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

or dealers, if available, or otherwise from a principal market maker or a primary market dealer. PennantPark Investment Advisers, LLC assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.

 

(c) Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses

 

Security transactions are recorded on a trade date basis. We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual payment-in-kind, or PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable, interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount ("OID"), market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.

 

Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest receivable 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 the Company’ judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in the Company’ judgment, are likely to remain current. As of September 30, 2023, we had two portfolio companies on non-accrual, representing 1.5% and 0.3% of our overall portfolio on a cost and fair value basis. As of September 30, 2022, none of our portfolio companies were on non-accrual.

 

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

 

 

(d) Income Taxes

 

PSSL is classified as a partnership for U.S. federal income tax purposes and is not subject to U.S. federal income tax. Accordingly, no provisions for U.S. income taxes have been made. The Members are responsible for reporting their share of the PSSL’s income or loss on their U.S. income tax returns.

 

In accordance with FASB ASC Topic 740, the Company is required to determine whether a tax position of PSSL is more likely than not, based on the technical merits of the position, to be sustained upon examination including resolution of any related appeals or litigation processes. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in PSSL recording a tax liability that would reduce members’ capital.

 

As of and for the years ended September 30, 2023 and 2022,management has determined that there were no material uncertain income tax positions.

 

(e) Foreign Currency Translation

 

Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

 

1.
Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and

 

13


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

 

2.
Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.

 

Although Members’ capital and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.

 

 

(f) Consolidation

 

As explained by ASC paragraph 946-810-45, PSSL will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to us.

 

(g) Recent Accounting Pronouncements

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes in

the Disclosure Requirements for Fair Value Measurement, which changes the fair value measurement disclosure requirements on fair value measurements in Topic 820. The ASU removed the requirements to disclosure the policy for the timing of transfers between levels, the valuation processes for Level 3 fair value measurements, the Level 3 reconciliation from opening balances to closing balances, and the change in unrealized gains and losses of Level 3 fair value measurements held on the balance sheet date. While most changes are applied on a retrospective basis, the ASU still requires the change in unrealized gain and losses of Level 3 fair value measurements held as of the prior year to be disclosed. As a result of these removals certain modifications were made, including disclosure of the amount of and reason for transfers into and out of Level 3 of the fair value hierarchy and the amount of purchases and issues of Level 3 assets and liabilities. PSSL adopted this ASU for the year ended September 30, 2023.

 

In March 2020, the FASB issued Accounting Standards Update, or ASU, No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” or ASU 2020-04. The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the years ended September 30, 2023 and September 30, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto.

 

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)” or ASU 2022-02, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company adopted ASU 2022-02 on its consolidated financial statement and disclosures.

In June 2022, the FASB issued Accounting Standards Update No. 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions," or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the

 

14


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.

 

 

 

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

 

On June 10, 2022, PFLT was issued a capital call from the Company totaling $28.4 million consisting of Member notes of $19.9 million and equity interest of $8.5 million. PFLT fulfilled the June 10, 2022 capital call by contributing $28.0 million of securities and $0.4 million in cash to the Company.

 

For the years ended September 30, 2023 and 2022, PSSL purchased $158.2 million and $275.8 million, in investments from PFLT, respectively.

 

As of September 30, 2023 and 2022, PSSL had a receivable from PFLT of $0.4 million and $3.6 million, respectively,

presented as a Due from Affiliate on the consolidated statements of assets, liabilities and members' equity. These amounts are related to cash owed to PSSL from PFLT in connection with trades between funds.

 

For the years ended September 30, 2023 and 2022, PSSL incurred $2.1 and $1.8 million of Administration fees to the Administrative Agent, respectively. The Administrative Agent provides administration services to PSSL at an annual rate of 0.25% of average gross assets under management payable quarterly in arrears and calculated based on average gross assets measured at cost at the end of the two recently completed calendar quarters.

 

For the years ended September 30, 2023 and 2022, PSSL incurred $30.3 million and $17.5 million of interest expense related to the notes outstanding with the Members, respectively.

 

 

 

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.

 

ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:

 

Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.

 

Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.

 

Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments are classified as Level 3. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.

 

15


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

 

The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.

 

Our investments are generally structured as debt in the form of first lien secured debt, but may also include second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by the Members and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy.

 

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.

 

In addition to using the above inputs in valuing cash equivalents and investments, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.

 

As outlined in the table below, some of our Level 3 investments using a market comparable valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Members assess the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.

 

Some of our investments can also be valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that the board of directors may consider in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an EBITDA multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA will have the opposite effect.

 

 

Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes:

 

 

 

16


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Asset Category

 

Fair value at September 30, 2023

 

 

Valuation Technique

Unobservable Input

 

Range of Input
(Weighted Average)
(1)

First Lien

 

$

 

91,489

 

Market Comparable

Broker/Dealer bids or quotes

N/A

First Lien

 

 

 

691,949

 

 

Market Comparable

 

Market Yield

 

10.0% – 18.8% (12.3%)

First Lien

 

 

 

160

 

 

Market Comparable

 

EBITDA Multiple

 

2.8x

Equity

 

 

2,261

 

Enterprise Market Value

EBITDA Multiple

5.3x – 10.9x (6.5x)

Total Level 3 investments

 

$

 

785,859

 

 

 

 

 

 

 

 

 

 

 

 

Asset Category

 

Fair value at September 30, 2022

 

 

Valuation Technique

Unobservable Input

 

Range of Input
(Weighted Average)
(1)

First lien

 

$

 

127,355

 

Market Comparable

Broker/Dealer bids or quotes

N/A

First lien

 

 

 

615,800

 

 

Market Comparable

 

Market Yield

 

6.0% – 12.2% (9.1%)

First lien

 

 

 

8,473

 

 

Enterprise Market Value

 

EBITDA Multiple

 

14.0x

Second Lien

 

 

 

2,955

 

 

Market Comparable

 

Market Yield

 

12.2% - 12.2% (12.2%)

Equity

 

 

139

 

Enterprise Market Value

EBITDA Multiple

8.0x

Total Level 3 investments

 

$

 

754,722

 

(1) The weighted averages disclosed in the table above were weighted by their relative fair value.

 

 

 

Our investments and cash and cash equivalents were categorized as follows in the fair value hierarchy for ASC 820 purposes:

 

Fair Value at September 30, 2023

 

Description

 

Level 1

 

Level 2

 

Level 3

 

 

Total

 

First lien

 

$

 

 

 $

 

 

 $

 

783,598

 

 

$

 

783,598

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

2,261

 

 

 

 

2,261

 

Total investments

 

 

 

 

785,859

 

 

 

785,859

 

Cash and cash equivalents

 

 

 

77,446

 

 

 

 

 

 

 

 

 

 

 

 

77,446

 

Total investments, cash and cash equivalents

 

$

 

77,446

 

 $

 

 $

 

785,859

 

 

$

 

863,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at September 30, 2022

 

Description

 

Level 1

 

Level 2

 

Level 3

 

 

Total

 

First lien

 

$

 

 $

 

 $

 

751,628

 

 

$

 

751,628

 

Second Lien

 

 

 

 

 

 

 

 

 

 

2,955

 

 

 

 

2,955

 

Equity

 

 

 

 

 

 

 

 

 

 

139

 

 

 

 

139

 

Total investments

 

 

 

 

754,722

 

 

 

754,722

 

Cash and cash equivalents

 

 

 

30,152

 

 

 

 

 

 

 

 

 

 

30,152

 

Total investments, cash and cash equivalents

 

$

 

30,152

 

 $

 

 $

 

754,722

 

 

$

 

784,874

 

 

Net Change in unrealized depreciation reported within the net change in unrealized (depreciation) appreciation on investments in our Consolidated Statements of Operations attributable to our level 3 assets still held as of September 30, 2022 was ($8.3) million related to debt investments, ($0.5) million related to equity investments and ($8.8) million related to total investments.

 

For the year ended September 30, 2023, the amount of Level 3 purchases, including PIK interest, net discount accretion and non-cash exchanges for the year were $195.8 million. There were no Level 3 transfers.

 

For the year ended September 30, 2022, the amount of Level 3 purchases, including PIK interest, net discount accretion and non-cash exchanges for the year were $311.0 million. There were no Level 3 transfers.

 

17


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

 

5. CASH AND CASH EQUIVALENTS

 

Cash equivalents represent cash invested in overnight money market funds. These temporary investments with original maturities of 90 days or less are deemed cash equivalents. Cash deposited at financial institutions is insured by the Federal Deposit Insurance Corporation (“FDIC”), up to specified limits. At times, such balances may exceed FDIC insured amounts. As of September 30, 2023, the entire amount of $77.4 million included in the cash and cash equivalents balance on the Consolidated Statement of Assets and Liabilities is comprised of money market funds, which are not subject to FDIC insurance. As of September 30, 2022, cash and cash equivalents consisted of money market funds in the amounts of $30.2 million at fair value. PSSL believes it is not exposed to any significant risk of loss on its cash and cash equivalents.

 

6. MEMBERS’ EQUITY

 

PFLT and Kemper provide capital to PSSL in the form of equity interests. As of September 30, 2023 and 2022, PFLT and Kemper owned 87.5% and 12.5%, respectively, of equity interests in PSSL.

 

As of September 30, 2023 and 2022, PFLT had commitments to fund equity interests to PSSL of $101.9 million and $90.0 million, respectively, of which $11.8 million and $8.5 million, respectively, were unfunded.

 

As of September 30, 2023 and 2022, Kemper had commitments to fund equity interests to PSSL of $14.6 million and $12.9 million, respectively, of which $1.7 million and $1.2 million, respectively were unfunded.

 

 

7. NOTES PAYABLE TO MEMBERS

 

PFLT and Kemper provide capital to PSSL in the form of first lien secured debt (“Member Notes”). The Member Notes were previously subordinated debt that were modified during the year ended September 30, 2018 to eliminate the subordination provision. The Member Notes bear an interest rate of 3-month LIBOR plus 8.0% through June 30, 2023 and 3-month SOFR plus 8.0% after June 30, 2023 and mature on May 6, 2024. As of September 30, 2023 and 2022, PFLT and Kemper owned 87.5% and 12.5% of the Member Notes, respectively.

 

As of September 30, 2023 and 2022, PFLT had commitments to fund Member Notes to PSSL of $237.7 million and $210.1 million, respectively, of which $27.6 million and $19.9 million, respectively, were unfunded.

 

As of September 30, 2023 and 2022, Kemper had commitments to fund Member Notes to PSSL of $34.0 million and $30.0 million, respectively, of which $3.9 million and $2.8 million, respectively, were unfunded.

 

8. RISKS AND UNCERTAINTIES

 

Investment risk

 

PSSL seeks investment opportunities that offer the possibility of attaining income generation, capital preservation and capital appreciation including investments in private companies. Certain events particular to each industry in which PSSL’s investments conduct their operations, as well as general economic and political conditions, may have a significant negative impact on the investee’s operations and profitability. Such events are beyond PSSL’s controls, and the likelihood that they may occur cannot be predicted. Furthermore, investments of PSSL are made in private companies and there are generally no public markets for these securities at the current time. The ability of PSSL to liquidate these investments and realize value is subject to significant limitations and uncertainties.

 

Leverage Risk

 

PSSL may borrow funds in order to increase the amount of capital available for investment. The use of leverage can improve the return on invested equity, however, such use may also magnify the potential for loss on invested equity capital. If the value of PSSL’s assets decreases, leveraging would cause Members’ equity to decline more sharply than it otherwise would have had PSSL not used leverage. Similarly, any decrease in PSSL’s income would cause Members’ equity to decline more sharply than it would have had PSSL not borrowed. Borrowings will usually be from credit facilities and/or debt securitization which will typically be

 

18


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

secured by PSSL’s securities and other assets. Under certain circumstances, such debt may demand an increase in the collateral that secures PSSL’s obligations and if PSSL was unable to provide additional collateral, the debt could liquidate assets held in the account to satisfy PSSL’s obligations. Liquidation in this manner could have adverse consequences. Additionally, the amount of PSSL’s borrowings and the interest rates on those borrowings, which will fluctuate, could have a significant effect on PSSL’s profitability.

 

Credit Risk

 

PSSL primarily invests in first lien secured debt to middle-market companies. A majority of the investments held by PSSL are subject to restrictions on their resale or are otherwise illiquid. PSSL assumes the credit risk of the borrower. In the event that the borrower becomes insolvent or enters bankruptcy, PSSL may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.

 

9. FINANCIAL HIGHLIGHTS

 

The Members are responsible for all investment making and business decisions, therefore, there is no requirement to show financial highlights per ASC 946, which have been omitted accordingly.

 

 

10. LEVERAGE

 

Credit Facility

 

On January 26, 2021, PSSL II entered into a $125.0 million senior secured revolving credit facility with Ally Bank (the "Ally Credit Facility"). Between June 3, 2021 and May 2, 2022, the Ally Credit Facility was amended to increase the total commitment to $325 million. On August 16, 2023, the total commitment was decreased to $260 million. Interest on the Ally Credit Facility ranged from LIBOR plus 2.5% to SOFR plus 2.6%. The Ally credit facility matures on January 26, 2026 and is secured by substantially all of the assets held by PSSL II. As of September 30, 2023 there were $48.6 million in outstanding borrowings under the Ally Credit Facility and we were in compliance with all required covenants in the facility.

 

Asset - Backed Debt

In January 2021, CLO II completed a $300.7 million debt securitization in the form of a collateralized loan obligation (the "Debt Securitization" or the "2032 Asset-Backed Debt”). The 2032 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The Debt Securitization was executed through a private placement of: (i) $171.0 million Class A-1 Senior Secured Floating Rate Loans maturing 2032, which bear interest at the three-month SOFR plus 1.9%, (ii) $6.0 million Class A-2 Senior Secured Floating Rate Notes due 2032, which bear interest at three month SOFR plus 2.25%, (iii) $15.5 million Class B-1 Senior Secured Floating Rate Notes due 2032, which bear interest at the three-month SOFR plus 2.6%, (iv) $8.5 million Class B-2 Senior Secured Fixed Rate Notes due 2032, which bear interest of 3.14%, (v) $27.0 million Class C Secured Deferrable Floating Rate Notes due 2032, which bear interest at the three-month SOFR plus 4.25%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2032, which bear interest at the three-month SOFR plus 6.5%, and (vii) $18.0 million Class E Secured Deferrable Floating Rate Notes due 2032, which bear interest at the three-month SOFR plus 8.5%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. As of September 30, 2023 there was $246.0 million of 2032 Asset-Backed Debt and there was $2.0 million of un-amortized financing costs. As of September 30, 2023 the weighted average interest rate was 8.0%.

 

On the closing date of the Debt Securitization, in consideration of our transfer to CLO II of the initial closing date loan portfolio, PSSL received 100% of the Preferred Shares of CLO II, 100% of the Class E Notes issued by CLO II, and a portion of the net cash proceeds received from the sale of the 2032 Asset-Backed Debt. The Preferred Shares do not bear interest and had a stated value of approximately $36.7 million at the closing of the Debt Securitization.

 

The 2032 Asset-Backed Debt is included in the Consolidated Statement of Assets, Liabilities and Members' Equity as debt of the Company and the Class E Notes and the Preferred Shares have been eliminated in consolidation.

 

In April 2023, CLO VI completed a $297.8 million debt securitization in the form of a collateralized loan obligation (the "Debt Securitization" or the "2035 Asset-Backed Debt”). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The Debt Securitization was executed through a private placement of: (i) $171.0 million Class A-1 Senior Secured Floating Rate Loans maturing 2035, which bear interest at the three-month SOFR plus 2.68%, (ii) $28.0 million

 

19


PENNANTPARK SENIOR SECURED LOAN FUND I LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

 

Class B-1 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.75%, (iii) $5.0 million Class B-2 Senior Secured Fixed Rate Notes due 2035, which bear interest of 7.634%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 5.25%, and (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and Wilmington Trust, as collateral agent and as loan agent. As of September 30, 2023 there was $246.0 million of 2035 Asset-Backed Debt and there was $2.5 million of un-amortized financing costs. As of September 30, 2023 the weighted average interest rate was 8.5%.

 

On the closing date of the Debt Securitization, in consideration of our transfer to CLO VI of the initial closing date loan portfolio, PSSL received 100% of the Preferred Shares of CLO VI from the sale of the 2035 Asset-Backed Debt. The Preferred Shares do not bear interest and had a stated value of approximately $51.8 million at the closing of the Debt Securitization.

 

The 2035 Asset-Backed Debt is included in the Consolidated Statement of Assets, Liabilities and Members' Equity as debt of the Company and the Preferred Shares have been eliminated in consolidation.

PennantPark Investment Adviser, LLC serves as collateral manager to the Securitization Issuers pursuant to a Collateral Management Agreement. For so long as PennantPark Investment Advisor, LLC serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreements.

 

 

11. COMMITMENTS AND CONTINGENCY

 

As of September 30, 2023 and September 30, 2022, the Company had $1.1 million and $2.5 million, respectively, of unfunded commitments to fund existing investments.

 

The Company has provided general indemnifications to the Members, affiliates of the Members, and any person acting on behalf of the Members or that affiliate when they act, in good faith, in the best interest of the Company. The Company is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim but expects the risk of having to make any payments under these general business indemnifications to be remote.

 

12. SUBSEQUENT EVENTS

 

Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the consolidated financial statements were available to be issued, December 7, 2023. There were no events that required disclosure.

 

20