Filed Pursuant to Rule 497
File No. 333-230014
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, September 24, 2019
Preliminary Prospectus Supplement
To the Prospectus
dated April 29, 2019
$
% Notes due 2024
We are offering for sale $ in aggregate principal amount of %
notes due 2024, which, collectively with any notes purchased pursuant to the underwriters overallotment option described below, we refer to as the Notes. The Notes will mature on October 15, 2024. We will pay interest on the Notes on
January 15, April 15, July 15 and October 15 of each year, beginning on January 15, 2020. We may redeem the Notes in whole or in part at any time or from time to time on or after October 15, 2021 at the redemption price
discussed under the caption Specific Terms of the Notes and the OfferingOptional redemption in this prospectus supplement. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.
The Notes will be our direct unsecured obligations and rank pari passu with future unsecured unsubordinated indebtedness issued by
PennantPark Investment Corporation. We intend to list the Notes on the Nasdaq Global Select Market and we expect trading in the Notes on the Nasdaq Global Select Market to begin within 30 days of the original issue date under the trading symbol
PNNTG. The Notes are expected to trade flat. This means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not included in the trading price. Currently, there is
no public market for the Notes.
PennantPark Investment Corporation, 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 through debt and equity investments primarily in U.S. middle-market private companies
in the form of first lien secured debt, second lien secured debt and subordinated debt and equity investments. We are externally managed by PennantPark Investment Advisers, LLC. PennantPark Investment Administration, LLC provides the administrative
services necessary for us to operate.
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,
and 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,
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 securities involves a high degree of risk, including the risk of leverage. Before buying any of our Notes,
you should read the discussion of the material risks of investing in us in Risk Factors beginning on page S-11 of this prospectus supplement and page 9 of the
accompanying prospectus, in our most recent Annual Report on Form 10-K, and in any of our other filings with the SEC incorporated by reference herein.
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.
Under the terms of this variable price reoffer, the underwriters have agreed to purchase the Notes from us at % of
the aggregate principal amount of the Notes (resulting in $ in aggregate proceeds to us, before deducting expenses payable by us). The underwriters propose to offer the Notes
for sale, from time to time, in one or more negotiated transactions, at prices that may be different than par. These sales may occur at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices
negotiated by the joint book-running managers or with approval from the joint book-running managers.
The
underwriters may also purchase up to an additional $ aggregate principal amount of Notes from us, within 30 days from the date of this prospectus supplement to cover overallotments, if any. If the
underwriters exercise this option in full, the total aggregate proceeds to us, before deducting expenses payable by us will be $ .
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
Delivery of the Notes in book-entry form through The Depository Trust Company, or DTC, will be made on or
about , 2019.
Joint
Book-Running Managers
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Keefe, Bruyette & Woods
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Morgan Stanley
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A Stifel Company
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Co-Managers
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BB&T Capital Markets
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Janney Montgomery Scott
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Ladenburg Thalmann
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Maxim Group LLC
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The date of this prospectus supplement is September , 2019.