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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2024
_______________________________
PennantPark Floating Rate Capital Ltd.
(Exact name of registrant as specified in its charter)
_______________________________
| Maryland | 814-00891 | 27-3794690 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1691 Michigan Avenue
Miami Beach, Florida 33139
(Address of Principal Executive Offices) (Zip Code)
(786) 297-9500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | PFLT | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On May 21, 2024, PennantPark Floating Rate Capital Ltd. issued a press release a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
The information in this report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports PennantPark Floating Rate Capital Ltd. files under the Exchange Act. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. PennantPark Floating Rate Capital Ltd. undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | PennantPark Floating Rate Capital Ltd. |
| | | |
| | | |
| Date: May 21, 2024 | By: | /s/ Richard T. Allorto, Jr. |
| | | Richard T. Allorto, Jr. |
| | | Chief Financial Officer & Treasurer |
| | | |
EXHIBIT 99.1
PennantPark Floating Rate Capital Ltd.’s Unconsolidated Joint Venture, PennantPark Senior Secured Loan Fund I LLC Completes the Refinancing of $300.7 Million CLO, Marking Continued Support of PennantPark’s Middle Market CLO Platform
MIAMI, May 21, 2024 (GLOBE NEWSWIRE) -- PennantPark Floating Rate Capital Ltd. (the “Company”) (NYSE: PFLT) today announced that PennantPark Senior Secured Loan Fund I LLC (“PSSL”) through PSSL’s wholly-owned and consolidated subsidiary, PennantPark CLO II, Ltd (“CLO II”) has closed the refinancing of a four-year reinvestment period, twelve-year final maturity $300.7 million debt securitization in the form of a collateralized loan obligation (“CLO”).
The debt issued in the CLO (the “Debt”) is structured in the following manner:
| Class | Par Amount
($ in millions) | % of Capital Structure | Coupon | Expected Rating
(S&P) | Issuance Price |
| A-1-R Loans | $103,000,000 | 34.3% | 3 Mo SOFR + 1.93% | AAA | 100.0% |
| A-1-R Notes | 71,000,000 | 23.6% | 3 Mo SOFR + 1.93% | AAA | 100.0% |
| A-2-R Notes | 5,000,000 | 1.7% | 3 Mo SOFR + 2.20% | AAA | 100.0% |
| B-R Notes | 25,000,000 | 8.3% | 3 Mo SOFR + 2.35% | AA | 100.0% |
| C-R Notes | 24,000,000 | 8.0% | 3 Mo SOFR + 3.10% | A | 100.0% |
| D-R Notes | 18,000,000 | 6.0% | 3 Mo SOFR + 4.95% | BBB- | 100.0% |
| E-R Notes | 18,000,000 | 6.0% | 3 Mo SOFR + 7.50% | BB- | N/A |
| Preferred Shares | 36,700,000 | 12.1% | N/A | NR | N/A |
| Total | $300,700,000 | | | | |
“Our track record and high quality loan portfolio have combined to create a market-leading cost of capital for our platform and a lower cost of debt capital for PFLT and PSSL,” said Arthur Penn, Chief Executive Officer. “We are particularly pleased to enhance the strong capital position of our platform and to participate in today’s excellent vintage of opportunities. PennantPark currently manages approximately $2.8 billion in CLO middle market assets, and we look forward to continued growth with the support of our current and new investors.”
PSSL will continue to retain the Preferred Shares and Class E-R Notes through a consolidated subsidiary. The maturity of the replacement Debt is now extended to April 2036. The replacement Debt is expected to be approximately 100% funded at close. In addition, PSSL continues to act as retention holder in the transaction to retain exposure to the performance of the securitized assets. Capital One Securities, Inc. acted as the Initial Purchaser and Lead Placement Agent, and GreensLedge Capital Markets LLC acted as Co Placement Agent on the CLO refinancing transaction.
The notes offered as part of the term debt securitization have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state “blue sky” laws, and may not be offered or sold in the United States absent registration under Section 5 of the Securities Act or an applicable exemption from such registration requirements. The CLO is a form of secured financing incurred and consolidated by PSSL. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT PENNANTPARK FLOATING RATE CAPITAL LTD.
PennantPark Floating Rate Capital Ltd. is a business development company which primarily invests in U.S. middle market private companies in the form of floating rate senior secured loans, including first lien secured debt, second lien secured debt and subordinated debt. From time to time, the Company may also invest in equity investments. PennantPark Floating Rate Capital Ltd. is managed by PennantPark Investment Advisers, LLC.
ABOUT PENNANTPARK SENIOR SECURED LOAN FUND I LLC
PennantPark Senior Secured Loan Fund I LLC, is a joint venture between PennantPark Floating Rate Capital Ltd. and a subsidiary of Kemper Corporation (NYSE: KMPR), Trinity Universal Insurance Company, and primarily invests in U.S. middle market companies whose debt is rated below investment grade.
ABOUT PENNANTPARK INVESTMENT ADVISERS, LLC
PennantPark is a leading middle market credit platform, managing approximately $7.5 billion of investable capital, including available leverage. Since its inception in 2007, PennantPark has provided investors access to middle market credit by offering private equity firms and their portfolio companies as well as other middle market borrowers a comprehensive range of creative and flexible financing solutions. PennantPark is headquartered in Miami, and has offices in New York, Chicago, Houston, Los Angeles and Amsterdam.
FORWARD-LOOKING STATEMENTS
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports PennantPark Floating Rate Capital Ltd. files under the Exchange Act. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. PennantPark Floating Rate Capital Ltd. undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
CONTACT:
Richard T. Allorto, Jr.
PennantPark Floating Rate Capital Ltd.
(212) 905-1000
www.pennantpark.com
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