PennantPark Floating Rate Capital Ltd. (NASDAQ: PFLT) (TASE: PFLT)
(“PFLT”) announced that it has priced an underwritten public
offering of an additional $85.0 million in aggregate principal
amount of its 4.25% unsecured notes due 2026 (the “Notes”). The
Notes will be issued at a price of 101.45% of the aggregate
principal amount of the Notes, resulting in a yield-to-maturity of
approximately 3.875%.
Purchasers will be required to pay accrued and
unpaid interest on the Notes from October 1, 2021 up to, but not
including, the date of delivery of the Notes. On April 1, 2022,
PFLT will pay this pre-issuance accrued interest on the Notes to
the holders of the Notes as of the applicable record date, along
with interest accrued on the Notes from the date of delivery to
such interest payment date.
The Notes will constitute a further issuance of,
have the same terms as, rank equally in right of payment with, and
be fungible and form a single series with the $100 million in
aggregate principal amount of the 4.25% notes due 2026 that PFLT
initially issued on March 23, 2021. Upon the issuance of the Notes,
the outstanding aggregate principal amount of PFLT’s 4.25% notes
due 2026 will be $185.0 million.
The Notes will mature on April 1, 2026 and may
be redeemed in whole or in part at PFLT’s option at any time at par
plus a “make-whole” premium, if applicable; provided that the Notes
may be redeemed at par three months prior to their maturity. The
offering is expected to close on October 12, 2021, subject to
customary closing conditions.
Goldman Sachs & Co. LLC, Keefe,
Bruyette & Woods, A Stifel Company and Truist Securities,
Inc. are acting as joint book-running managers for this offering.
JMP Securities LLC and Ladenburg Thalmann & Co. Inc. are acting
as co-managers for this offering.
PFLT expects to use the net proceeds from
selling securities from this offering to invest in new or existing
portfolio companies or for other general corporate or strategic
purposes, including repaying amounts outstanding under its existing
indebtedness.
Other Information
Investors are advised to carefully consider the
investment objectives, risks, charges and expenses of PFLT before
investing. The pricing term sheet dated October 6, 2021, the
preliminary prospectus supplement dated October 6, 2021 and the
accompanying prospectus dated January 29, 2020, each of which
have been filed with the Securities and Exchange Commission (the
“SEC”), contain this and other information about PFLT and should be
read carefully before investing.
The information in the pricing term sheet, the
preliminary prospectus supplement, the accompanying prospectus and
this press release is not complete and may be changed. The pricing
term sheet, the preliminary prospectus supplement, the accompanying
prospectus and this press release 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
prospectus in that registration statement, the preliminary
prospectus supplement and other documents PFLT has filed with the
SEC for more complete information about PFLT and this offering. You
may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, you may obtain copies of the
preliminary prospectus supplement and the accompanying prospectus
from: 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. You are advised to obtain a copy of the
prospectus supplement and accompanying prospectus and to carefully
review the information contained or incorporated by reference
therein before making any investment decision.
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, PFLT may
also invest in equity investments. PFLT is managed by PennantPark
Investment Advisers, LLC.
ABOUT PENNANTPARK INVESTMENT ADVISERS,
LLC
PennantPark Investment Advisers, LLC is a
leading middle market credit platform, managing $5.2 billion
of investable capital, including potential leverage. Since its
inception in 2007, PennantPark Investment Advisers, LLC 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 Investment Advisers, LLC
is headquartered in New York and has offices in Chicago, Houston
and Los Angeles.
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 of 1933, as
amended, 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
PFLT 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
SEC. PFLT 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.
The information contained herein is based on
current tax laws, which may change in the future. PFLT cannot be
held responsible for any direct or incidental loss resulting from
applying any of the information provided in this publication or
from any other source mentioned. The information provided in this
material does not constitute any specific legal, tax or accounting
advice. Please consult with qualified professionals for this type
of advice.
CONTACT: Richard Cheung PennantPark Floating Rate
Capital Ltd. (212) 905-1000
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