Filed Pursuant to Rule 424(b)(5)
File No. 333-235532
Prospectus Supplement
To the Prospectus dated January 29, 2020
Up to $75 million
Common Stock
PennantPark Floating Rate Capital
Ltd. (we, our, or us) has entered into separate equity distribution agreements, each dated August 20, 2021, with JMP Securities LLC and Raymond James & Associates, Inc., each, a sales agent, relating
to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. The equity distribution agreements provide that we may offer and sell shares of our common stock having an aggregate offering price of up to
$75 million from time to time through the sales agents. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be at
the market, as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on The Nasdaq Global Select Market, or Nasdaq, or any similar securities exchange or sales made to or through
a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. See Plan of Distribution. As of the date of this prospectus supplement, we have not sold any shares of common
stock under the equity distribution agreements.
PennantPark Floating Rate Capital Ltd., a Maryland corporation, is a
closed-end, externally managed, non-diversified investment company that has elected to be treated as a business development company, or BDC, under the Investment Company
Act of 1940, as amended, or the 1940 Act. Our investment objectives are to generate both current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objectives by investing primarily in loans bearing
variable rates of interest, or Floating Rate Loans, and other investments made to U.S. middle-market private companies whose debt is rated below investment grade. Securities rated below investment grade are often referred to as leveraged
loans, high yield securities or junk bonds and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. We are externally managed by PennantPark
Investment Advisers, LLC. PennantPark Investment Administration, LLC provides the administrative services necessary for us to operate.
Our common stock is
traded on Nasdaq and The Tel Aviv Stock Exchange, or TASE, under the symbol PFLT. The last reported closing price for our common stock on Nasdaq on August 19, 2021 was $12.51 per share. The net asset value, or NAV, of our common
stock as of June 30, 2021 (the last date prior to the date of this prospectus supplement on which we determined NAV) was $12.81 per share.
Under the
terms of the equity distribution agreements, each sales agent will receive a commission from us of up to 2.0% of the gross sales price of any shares of common stock sold through such sales agent under the applicable equity distribution agreement.
The sales agents are not required to sell any specific number or dollar amount of common stock but will use their commercially reasonable efforts consistent with their respective sales and trading practices to sell the shares of our common stock
offered by this prospectus supplement and the accompanying prospectus. We may also sell shares of common stock to a sales agent, as principal for its own account, at a price agreed upon at the time of sale. If we sell shares to a sales agent as
principal, we will enter into a separate agreement with such sales agent, setting forth the terms of such transaction, and we will describe such agreement in a separate prospectus supplement. See Plan of Distribution beginning on page S-14 of this prospectus supplement. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions payable under the applicable equity
distribution agreement and discounts, if any, will not be less than the NAV per share of our common stock at the time of such sale.
This prospectus
supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus contain important information you should know before investing in our
securities. Please read this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before you invest in our
securities and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. You may also obtain such information free of
charge or make stockholder inquiries by contacting us in writing at 590 Madison Avenue, 15th Floor, New York, NY 10022, by calling us collect at (212) 905-1000 or
by visiting our website at www.pennantpark.com. Except for the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, the
information on our website is not part of this prospectus supplement or the accompanying prospectus. The SEC also maintains a website at www.sec.gov that contains such information free of charge.
Investing in our common stock involves a high degree of risk, including the risk of leverage. Before buying any shares of our common stock, you should read
the discussion of the material risks of investing in us described in the section titled Risk Factors in our most recent Annual Report on Form
10-K, our most recent Quarterly Report on Form 10-Q and
under similar headings in other documents that are filed with the SEC on or after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.
Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their NAV. If our shares
trade at a discount to our NAV, it may increase the risk of loss for purchasers in this offering.
Neither the SEC nor any state securities
commission, nor any other regulatory body, has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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JMP Securities
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Raymond James
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The date of this prospectus supplement is August 20, 2021.