Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated March 18, 2021

Relating to Preliminary Prospectus dated March 18, 2021 and

Prospectus dated January 29, 2020

Registration No. 333-235532

PennantPark Floating Rate Capital Ltd.

$100,000,000

4.25% Notes due 2026

PRICING TERM SHEET

March 18, 2021

The following sets forth the final terms of the 4.25% Notes due 2026 and should only be read together with the preliminary prospectus supplement dated March 18, 2021, together with the accompanying prospectus dated January 29, 2020, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.

 

Issuer:    PennantPark Floating Rate Capital Ltd.
Security:    4.25% Notes due 2026
Rating (Egan-Jones)*:    BBB
Trade Date:    March 18, 2021
Settlement Date:   

March 23, 2021 (T+3)

PennantPark Floating Rate Capital Ltd. expects that delivery of the Notes will be made to investors on or about March 23, 2021, which will be the third business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing should consult their own advisor.

Aggregate Principal Amount Offered:    $100,000,000
Maturity Date:    April 1, 2026
Benchmark Treasury:    0.500% due February 28, 2026
Benchmark Treasury Price and Yield:    98-08 / 0.862%


Spread to Benchmark Treasury:    +351.3 basis points
Yield to Maturity:    4.375%
Price to Public (Issue Price):    The Notes will be issued at a price of 99.441% of their principal amount, plus accrued interest, if any, from March 23, 2021
Coupon (Interest Rate):    4.25%
Interest Payment Dates:    April 1 and October 1, commencing October 1, 2021
Make-Whole Redemption:   

Equal to the greater of the following amounts:

 

•   100% of the principal amount of the Notes to be redeemed, or

 

•   the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points; provided, however, that if PennantPark Floating Rate Capital Ltd. redeems any Notes on or after January 1, 2026 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the date of redemption

Denomination:    $2,000 and integral multiples of $1,000 in excess thereof
CUSIP:    70806A AA4
ISIN:    US70806AAA43
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

Keefe, Bruyette & Woods, Inc.

Truist Securities, Inc.

Co-Managers:   

JMP Securities LLC

Ladenberg Thalman & Co. Inc.

 

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Investors are advised to carefully consider the investment objectives, risks, charges and expenses of PennantPark Floating Rate Capital Ltd. (“PFLT”) before investing. The preliminary prospectus supplement dated March 18, 2021 and the accompanying prospectus dated January 29, 2020, each of which have been filed with the Securities and Exchange Commission (the “SEC”), contains this and other information about PFLT and should be read carefully before investing.

The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of PFLT and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.


PFLT’s shelf registration statement is on file and has been declared effective by the SEC. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus. Before you invest, you should read the preliminary prospectus supplement dated March 18, 2021, the accompanying prospectus dated January 29, 2020 and other documents the issuer has filed with the SEC for more complete information about PFLT and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, PFLT, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it from any of the following: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 1-212-902-9316 or email: prospectus-ny@ny.email.gs.com; Keefe, Bruyette & Woods, A Stifel Company, Attn: Prospectus Department, 787 Seventh Avenue, Fourth Floor, New York, NY 10019, telephone: 1-800-966-1559, facsimile: 1-212-581-1592 or email: USCapitalMarkets@kbw.com; and Truist Securities Inc., Attn: Prospectus Department, 303 Peachtree Road, Atlanta, GA 30308, telephone: 1-800-685-4786 or email: TSIDocs@Truist.com.

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