Item 1.01. Entry into a Material Definitive Agreement.
On April 21, 2021, PennantPark Investment Corporation (the Company) and American Stock Transfer & Trust Company, LLC (the
Trustee) entered into the Fourth Supplemental Indenture (the Fourth Supplemental Indenture) to the Indenture, dated January 22, 2013, by and between the Company and the Trustee (the Base Indenture and,
together with the Fourth Supplemental Indenture, the Indenture). The Fourth Supplemental Indenture relates to the Companys issuance and sale of $150,000,000 aggregate principal amount of the Companys 4.50% Notes due 2026 (the
Offering). The Offering was made pursuant to the Companys effective shelf registration statement on Form N-2 (Registration No. 333-230014) previously filed with the
Securities and Exchange Commission (the Registration Statement), as supplemented by a preliminary prospectus supplement dated April 14, 2021 (the Preliminary Prospectus Supplement) and a final prospectus supplement dated
April 14, 2021 (the Final Prospectus Supplement).
The Companys 4.50% notes due 2026 (the Notes) will mature on
May 1, 2026 and may be redeemed in whole or in part at the Companys option. The Notes bear interest at a rate of 4.50% per year payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2021. The
Notes will be the Companys direct unsecured obligations and will rank pari passu in right of payment with the Companys current and future unsecured unsubordinated indebtedness, senior to any of the Companys future
indebtedness that expressly states it is subordinated in right of payment to the Notes, effectively subordinated in right of payment to all of the Companys existing and future secured indebtedness (including indebtedness that is initially
unsecured, but to which the Company subsequently grant security) to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any of the
Companys subsidiaries, financing vehicles, or similar facilities.
The Indenture contains certain covenants, including covenants requiring the
Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, and to provide financial information to the holders of the Notes and the Trustee
if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement, the
Preliminary Prospectus Supplement, and the Final Prospectus Supplement. The transaction closed on April 21, 2021. The net proceeds to the Company were approximately $145.5 million, based on the public offering price per Note of 99.443% of
the aggregate principal amount thereof, after deducting the underwriting discounts and commissions of $3.0 million payable by the Company and estimated offering expenses of approximately $700,000 payable by the Company. The Company intends to
use the net proceeds to reduce outstanding obligations under its credit facility, to invest in new or existing portfolio companies or for other general corporate or strategic purposes.
The foregoing descriptions of the Fourth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference
to the full text of the Fourth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.