10-Q
1
f10q0321_palmersquarecap.htm
QUARTERLY REPORT
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2021
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 000-56126
Palmer
Square Capital BDC Inc.
(Exact name of registrant as specified in its charter)
Maryland
84-3665200
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
1900
Shawnee Mission Parkway, Suite 315,
Mission
Woods, KS
66205
(Address of principal executive
offices)
(Zip Code)
(816)
994-3200
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
None
None
None
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☐ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☐
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of May 11, 2021, the registrant had 12,984,478 shares of common
stock, $0.001 par value per share, outstanding.
Table
of Contents
Page
PART I.
FINANCIAL INFORMATION
1
Item 1.
Consolidated Financial Statements (Unaudited)
1
Consolidated Statements of Assets and Liabilities as of March 31, 2021 (Unaudited) and December 31, 2020
1
Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and Period January 23, 2020 (Commencement of Operations) through March 31, 2020 (Unaudited)
2
Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2021 and Period January 23, 2020 (Commencement of Operations) through March 31, 2020 (Unaudited)
3
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and Period January 23, 2020 (Commencement of Operations) through March 31, 2020 (Unaudited)
4
Consolidated Schedules of Investments as of March 31, 2021 (Unaudited) and December 31, 2020
5
Notes to Consolidated Financial Statements (Unaudited)
20
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
37
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
51
Item 4.
Controls and Procedures
52
PART II.
OTHER INFORMATION
53
Item 1.
Legal Proceedings
53
Item 1A.
Risk Factors
53
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
53
Item 3.
Defaults Upon Senior Securities
53
Item 4.
Mine Safety Disclosures
53
Item 5.
Other Information
53
Item 6.
Exhibits
54
Signatures
55
i
PART
I—FINANCIAL INFORMATION
Item
1. Consolidated Financial Statements.
Palmer
Square Capital BDC Inc.
Consolidated
Statements of Assets and Liabilities
(Unaudited)
March 31,
2021
December 31,
2020
(Unaudited)
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized
cost of $681,600,460 and $640,100,635, respectively)
$ 692,829,417
$ 653,156,200
Cash and cash equivalents
1,162,784
682,579
Receivables:
Receivable for sales of investments
30,765,621
11,762,002
Receivable for paydowns of investments
1,213,601
121,391
Due from investment adviser
160,759
155,353
Dividend receivable
421
345
Interest receivable
1,558,509
1,612,231
Total Assets
$ 727,691,112
$ 667,490,101
Liabilities:
Credit facility, net (Note 6)
$ 413,491,056
$ 393,152,103
Payables:
Payable for investments purchased
50,071,996
15,553,450
Distributions payable
-
3,894,470
Management fee payable
1,286,072
1,242,821
Directors fee payable
5,976
5,000
Accrued other general and administrative expenses
37,128
497,286
Total Liabilities
$ 464,892,228
$ 414,345,130
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $0.001 par value; 450,000,000 shares authorized; 12,776,672 and 12,562,805 as of March 31, 2021 and December 31, 2020, respectively issued and outstanding
$ 12,777
12,563
Additional paid-in capital
242,514,070
238,204,363
Total distributable earnings (accumulated deficit)
20,272,037
14,928,045
Total Net Assets
$ 262,798,884
$ 253,144,971
Total Liabilities and Net Assets
$ 727,691,112
$ 667,490,101
Net Asset Value Per Common Share
$ 20.57
$ 20.15
The
accompanying notes are an integral part of these consolidated financial statements.
1
Palmer
Square Capital BDC Inc.
Consolidated
Statements of Operations
(Unaudited)
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income
$ 9,403,436
$ 1,269,605
Dividend income
1,404
183,543
Other income
270,036
-
Total investment income from non-controlled, non-affiliated investments
9,674,876
1,453,148
Total Investment Income
9,674,876
1,453,148
Expenses:
Interest expense
1,858,671
239,866
Management fees
1,286,262
474,678
Professional fees
287,795
169,541
Directors fees
19,726
16,047
Offering Costs
-
100,951
Initial Organization
-
122,199
Other general and administrative expenses
345,457
138,611
Total Expenses
3,797,911
1,261,893
Less: Management fee waiver (Note 3)
(160,783 )
(59,335 )
Net expenses
3,637,128
1,202,558
Net Investment Income (Loss)
6,037,748
250,590
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments
1,132,657
218,390
Total net realized gains (losses)
1,132,657
218,390
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
(1,826,413 )
(33,997,916 )
Total net change in unrealized gains (losses)
(1,826,413 )
(33,997,916 )
Total realized and unrealized gains (losses)
(693,756 )
(33,779,526 )
Net Increase (Decrease) in Net Assets Resulting from Operations
$ 5,343,992
(33,528,936 )
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.47
0.04
Basic and diluted net increase in net assets resulting from operations
$ 0.42
(5.10 )
Weighted Average Common Shares Outstanding - Basic and Diluted
12,750,246
6,567,893
The
accompanying notes are an integral part of these consolidated financial statements.
2
Palmer Square
Capital BDC Inc.
Consolidated
Statements of Changes in Net Assets
(Unaudited)
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$ 6,037,748
$ 250,590
Net realized gains (losses) on investments and foreign currency transactions
1,132,657
218,390
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
(1,826,413 )
(33,997,916 )
Net Increase (Decrease) in Net Assets Resulting from Operations
5,343,992
(33,528,936 )
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
2,027,700
217,455,000
Reinvestment of distributions
2,282,221
-
Net Increase in Net Assets Resulting from Capital Share Transactions
4,309,921
217,455,000
Total Increase (Decrease) in Net Assets
9,653,913
183,926,064
Net Assets, Beginning of Period
253,144,971
1,500
Net Assets, End of Period
$ 262,798,884
$ 183,927,564
The
accompanying notes are an integral part of these consolidated financial statements.
3
Palmer
Square Capital BDC Inc.
Consolidated
Statement of Cash Flows
(Unaudited)
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$ 5,343,992
$ (33,528,936 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments
(1,132,657 )
(218,390 )
Net change in unrealized (gains)/losses on investments
1,826,413
33,997,916
Net accretion of discount on investments
(317,540 )
(24,682 )
Purchases of short-term investments
(76,356,543 )
(260,710,325 )
Purchases of portfolio investments
(173,070,820 )
(358,449,330 )
Proceeds from sale of short-term investments
73,991,274
111,257,628
Proceeds from sale of portfolio investments
135,386,655
4,528,891
Amortization of deferred financing cost
178,658
37,151
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments
(19,003,619 )
(2,235,000 )
(Increase)/decrease in interest and dividends receivable
53,646
(995,061 )
(Increase)/decrease in due from investment adviser
(5,406 )
(28,691 )
(Increase)/decrease in receivable for paydowns of investments
(1,092,210 )
(63,099 )
(Increase)/decrease in prepaid expenses and other assets
-
(402,341 )
Increase/(decrease) in payable for investments purchased
34,518,546
204,879,024
Increase/(decrease) in management fees payable
43,251
474,678
Increase/(decrease) in directors fees payable
976
5,000
Increase/(decrease) in payable to broker
-
32,684
Increase/(decrease) in accrued other general and administrative expenses
(460,157 )
287,442
Net cash used in operating activities
(20,095,541 )
(301,155,441 )
Cash Flows from Financing Activities:
Borrowings on credit facility
20,160,295
85,177,525
Payments of debt issuance costs
-
(1,313,218 )
Distributions paid in cash
(1,612,249 )
-
Proceeds from issuance of common shares, net of change in subscriptions receivable of $ - and $ -, respectively
2,027,700
217,455,000
Net cash provided by financing activities
20,575,746
301,319,307
Net increase in cash and cash equivalents
480,205
163,866
Cash and cash equivalents, beginning of period
682,579
1,500
Cash and cash equivalents, end of period
$ 1,162,784
$ 165,366
Supplemental and Non-Cash Information:
Interest paid during the period
$ 1,424,600
$ 62,341
Reinvestment of distributions during the period
$ 2,282,221
$ -
The
accompanying notes are an integral part of these consolidated financial statements.
4
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio
Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal
/
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
Debt
Investments
First
Lien Senior Secured(2)
AAdvantage
Loyalty IP Ltd. (4)(5)(7)
Airlines
5.50% (L
+ 4.75%)
3/10/2021
4/20/2028
$ 3,500,000
$ 3,465,000
$ 3,590,248
1.5 %
Academy, Ltd. (4)(7)
Specialty Retail
5.75% (L + 5.00%)
10/28/2020
10/28/2027
2,493,750
2,470,483
2,501,032
1.1 %
Acrisure, LLC (7)
Insurance
3.70% (L + 3.50%)
1/31/2020
2/12/2027
5,947,481
5,928,514
5,887,412
2.3 %
AI Convoy (Luxembourg)
S.a.r.l. (7)
Aerospace and Defense
4.50% (L + 3.50%)
4/14/2020
1/29/2027
4,356,000
4,222,843
4,358,178
1.8 %
Albany Molecular Research,
Inc. (7)
Healthcare Providers
and Services
4.25% (L + 3.25%)
2/20/2020
8/28/2024
4,936,704
4,914,464
4,941,986
2.0 %
Alera Group Intermediate
Holdings, Inc. (7)
Insurance
4.50% (L + 4.00%)
2/3/2020
8/1/2025
5,439,658
5,385,829
5,446,458
2.2 %
AlixPartners, LLP (7)
Diversified Financial
Services
3.25% (L + 2.75%)
1/28/2021
2/4/2028
4,000,000
3,990,254
3,990,000
1.6 %
Alliant Holdings Intermediate
LLC (5)(7)
Insurance
3.36% (L + 3.25%)
1/27/2020
5/9/2025
2,467,018
2,283,410
2,440,313
1.0 %
Alliant Holdings Intermediate
LLC (7)
Insurance
4.25% (L + 3.75%)
10/8/2020
10/8/2027
993,462
986,543
993,372
0.4 %
Alphabet Holding Company,
Inc. (7)
Food Products
3.61% (L + 3.50%)
1/24/2020
9/26/2024
3,961,584
3,838,934
3,939,617
1.5 %
Alterra Mountain Company
(7)
Hotels, Restaurants
and Leisure
4.61% (L + 4.50%)
5/13/2020
8/31/2026
2,002,312
1,987,060
2,012,324
0.8 %
Alterra Mountain Company
(7)
Hotels, Restaurants
and Leisure
2.86% (L + 2.75%)
4/13/2020
6/28/2024
2,969,310
2,828,391
2,924,785
1.1 %
Amentum Government Services
Holdings LLC (7)
Construction and Engineering
3.61% (L + 3.50%)
3/19/2020
2/26/2027
4,466,250
4,212,741
4,440,212
1.7 %
Amentum Government Services
Holdings LLC (7)
Construction and Engineering
5.50% (L + 4.75%)
10/29/2020
1/29/2027
1,500,000
1,471,580
1,507,500
0.6 %
American Rock Salt Company
LLC (7)
Metals and Mining
4.50% (L + 3.50%)
2/28/2020
3/21/2025
4,754,246
4,733,774
4,782,177
1.8 %
AmWINS Group, LLC (7)
Insurance
3.00% (L + 2.25%)
2/17/2021
2/21/2028
4,987,500
4,975,585
4,957,500
1.9 %
Amynta Agency Borrower,
Inc. (7)
Insurance
4.61% (L + 4.50%)
2/13/2020
2/28/2025
4,983,443
4,794,802
4,928,400
1.9 %
APLP Holdings Limited
Partnership (4)(7)
Independent Power and
Renewable Electricity Producers
3.50% (L + 2.50%)
3/25/2020
4/13/2023
1,236,753
1,165,697
1,236,598
0.5 %
Applovin Corporation
(7)
Software
3.61% (L + 3.50%)
3/2/2020
8/15/2025
4,944,368
4,880,583
4,946,197
1.9 %
AQA Acquisition Holding,
Inc. (7)
Software
4.75% (L + 4.25%)
11/20/2020
11/19/2027
3,000,000
2,970,409
3,013,140
1.1 %
Arches Buyer Inc. (7)
Interactive Media and
Services
3.75% (L + 3.25%)
2/25/2021
12/6/2027
4,987,500
4,939,167
4,961,316
1.9 %
Aristocrat International
PTY Ltd (4)(7)
Hotels, Restaurants
and Leisure
4.75% (L + 3.75%)
5/14/2020
10/31/2024
2,481,250
2,440,458
2,494,438
0.9 %
Aruba Investments Holdings,
LLC (7)
Chemicals
4.75% (L + 4.00%)
10/28/2020
10/28/2027
1,500,000
1,485,768
1,502,498
0.6 %
Ascend Learning, LLC
(7)
Diversified Consumer
Services
4.00% (L + 3.00%)
4/16/2020
7/29/2024
3,909,487
3,757,529
3,899,713
1.5 %
AssuredPartners, Inc.
(7)
Insurance
5.50% (L + 4.50%)
5/29/2020
2/12/2027
990,000
974,459
993,589
0.4 %
Asurion, LLC (7)
Diversified Consumer
Services
3.36% (L + 3.25%)
12/23/2020
1/29/2027
1,982,281
1,954,361
1,972,201
0.8 %
Athenahealth, Inc. (7)
Healthcare Providers
and Services
4.45% (L + 4.25%)
2/20/2020
2/11/2026
5,312,198
5,279,604
5,332,118
2.0 %
Autokiniton US Holdings,
Inc. (5)(7)
Auto Components
5.00% (L + 4.50%)
3/26/2021
3/27/2028
3,000,000
2,992,500
3,013,125
1.1 %
5
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
Avaya Inc. (4)(7)
Diversified Telecommunication Services
4.36% (L + 4.25%)
4/20/2020
12/15/2027
$1,939,059
$1,769,751
$1,943,151
0.7
%
Avaya Inc. (4)(7)
Diversified Telecommunication Services
4.11% (L + 4.00%)
2/17/2021
12/15/2027
1,600,000
1,600,000
1,601,720
0.6
%
Aveanna Healthcare LLC (5)(7)
Healthcare Providers and Services
5.25% (L + 4.25%)
3/26/2021
3/13/2024
2,992,208
2,995,948
2,985,969
1.1
%
Azalea TopCo, Inc. (7)
Healthcare Providers and Services
3.71% (L + 3.50%)
2/26/2020
7/23/2026
3,952,356
3,909,626
3,922,713
1.5
%
Barracuda Networks, Inc. (7)
IT Services
4.50% (L + 3.75%)
3/2/2020
1/10/2025
4,009,242
4,006,652
4,011,748
1.5
%
Bausch Health Companies Inc. (4)(5)
Pharmaceuticals
3.11% (L + 3.00%)
3/18/2020
6/30/2025
2,373,038
2,352,171
2,368,316
0.9
%
Belfor Holdings Inc. (7)
Commercial Services and Supplies
4.11% (L + 4.00%)
3/18/2020
3/31/2026
2,968,542
2,843,002
2,975,964
1.1
%
Bioscrip, Inc. (4)(7)
Healthcare Providers and Services
3.86% (L + 3.75%)
3/5/2020
5/29/2026
5,076,660
4,896,737
5,063,181
1.9
%
Boxer Parent Company, Inc. (7)
Software
3.86% (L + 3.75%)
2/24/2021
10/2/2025
3,018,242
2,689,166
3,009,157
1.1
%
Brookfield Property REIT Inc. (7)
Real Estate Investment Trusts (REITs)
2.61% (L + 2.50%)
4/17/2020
5/4/2025
2,139,216
1,790,943
2,048,684
0.8
%
Brookfield WEC Holdings Inc. (7)
Commercial Services and Supplies
3.25% (L + 2.75%)
2/25/2020
8/1/2025
4,444,659
4,383,092
4,412,724
1.7
%
Buzz Merger Sub Ltd. (5)(7)
Leisure Products
2.86% (L + 2.75%)
1/24/2020
1/22/2027
2,968,750
2,887,786
2,953,906
1.1
%
Caesars Resort Collection, LLC (4)(7)
Hotels, Restaurants and Leisure
4.61% (L + 4.50%)
6/19/2020
7/31/2025
2,985,000
2,905,515
2,994,836
1.1
%
Camelot U.S. Acquisition 1 Co. (4)(7)
Professional Services
3.11% (L + 3.00%)
4/14/2020
10/28/2026
3,959,900
3,894,558
3,933,289
1.5
%
CCI Buyer, Inc. (7)
Wireless Telecommunication Services
4.75% (L + 4.00%)
12/16/2020
12/31/2027
2,400,000
2,376,933
2,406,384
0.9
%
CCS-CMGC Holdings, Inc. (7)
Healthcare Providers and Services
5.61% (L + 5.50%)
1/24/2020
10/1/2025
3,949,495
3,893,087
3,908,776
1.5
%
Change Healthcare Holdings, Inc. (4)(7)
Healthcare Providers and Services
3.50% (L + 2.50%)
4/1/2020
3/1/2024
2,293,212
2,201,859
2,293,338
0.9
%
CHG Healthcare Services, Inc (5)(7)
Healthcare Providers and Services
4.00% (L + 3.00%)
3/19/2020
6/7/2023
492,259
476,131
491,336
0.2
%
Cincinnati Bell Inc. (4)(7)
Media
4.25% (L + 3.25%)
3/19/2020
10/2/2024
3,955,632
3,813,927
3,958,539
1.5
%
Consolidated Communications, Inc. (4)(7)
Diversified Telecommunication Services
5.75% (L + 4.75%)
9/18/2020
10/31/2027
1,428,009
1,407,882
1,431,801
0.5
%
ConvergeOne Holdings Corp. (7)
IT Services
5.11% (L + 5.00%)
2/11/2021
3/31/2026
2,992,366
2,888,495
2,898,391
1.1
%
CP Atlas Buyer, Inc (7)
Building Products
4.25% (L + 3.75%)
2/4/2021
11/23/2027
5,000,000
4,952,706
4,974,625
1.9
%
Creative Artists Agency, LLC (7)
Media
3.86% (L + 3.75%)
3/2/2020
11/20/2026
1,975,000
1,975,000
1,955,783
0.7
%
DCert Buyer, Inc. (7)
Software
4.11% (L + 4.00%)
1/28/2020
8/7/2026
4,961,222
4,953,246
4,958,815
1.9
%
Deerfield Dakota Holding, LLC (7)
Diversified Financial Services
4.75% (L + 3.75%)
3/6/2020
2/25/2027
4,962,500
4,892,570
4,974,906
1.9
%
Delek US Holdings, Inc. (4)(7)
Oil, Gas and Consumable Fuels
6.50% (L + 5.50%)
5/18/2020
3/31/2025
2,376,000
2,233,875
2,397,277
0.9
%
Delta Topco, Inc. (7)
IT Services
4.50% (L + 3.75%)
10/7/2020
10/29/2027
4,000,000
3,981,148
4,000,720
1.5
%
The Dun & Bradstreet Corporation (4)(5)(7)
Professional Services
3.36% (L + 3.25%)
1/24/2020
3/31/2026
1,980,038
1,893,001
1,971,999
0.8
%
6
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio
Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal
/
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
EAB
Global, Inc. (7)
Professional
Services
4.75%
(L + 3.75%)
2/21/2020
9/27/2024
$2,966,869
$
2,890,800
$2,959,452
1.1
%
ECI
Software Solutions, Inc. (7)
Software
4.50%
(L + 3.75%)
9/17/2020
9/30/2027
5,985,000
5,957,901
5,974,526
2.3
%
The
Edelman Financial Center, LLC (5)(7)
Diversified Financial Services
4.50%
(L + 3.75%)
3/19/2021
3/15/2028
3,000,000
2,985,000
2,987,820
1.1
%
The
Edelman Financial Center, LLC (7)
Diversified Financial Services
3.11%
(L + 3.00%)
4/13/2020
6/26/2025
1,979,747
1,880,794
1,972,640
0.8
%
EFS
Cogen Holdings I LLC (7)
Independent Power and Renewable
Electricity Producers
4.50%
(L + 3.50%)
9/24/2020
10/29/2027
2,925,104
2,911,616
2,918,596
1.1
%
Endo
Luxembourg Finance Company I S.a.r.l. (4)(5)(7)
Pharmaceuticals
5.75%
(L + 5.00%)
3/11/2021
3/27/2028
3,627,656
3,518,309
3,597,419
1.4
%
Endurance
International Group, Inc., The (7)
Interactive Media and Services
4.25%
(L + 3.50%)
1/27/2021
2/10/2028
3,250,000
3,233,971
3,221,563
1.2
%
Ensemble
RCM, LLC (7)
Healthcare Providers and
Services
3.96%
(L + 3.75%)
4/14/2020
7/24/2026
5,792,384
5,689,617
5,791,023
2.2
%
Epicor
Software Corporation (7)
Software
4.00%
(L + 3.25%)
7/23/2020
6/1/2022
3,980,000
3,927,927
3,973,970
1.5
%
Everi
Payments Inc. (4)
Professional Services
11.50%
(L + 10.50%)
4/14/2020
5/9/2024
347,375
341,653
366,481
0.1
%
Everi
Payments Inc. (4)(7)
Professional Services
3.50%
(L + 2.75%)
4/9/2020
5/1/2024
1,000,000
888,051
995,235
0.4
%
Evertec
Group LLC (4)(7)
Professional Services
3.61%
(L + 3.50%)
4/14/2020
12/31/2024
2,299,156
2,220,211
2,297,719
0.9
%
Flexera
Software LLC (5)(7)
Software
4.50%
(L + 3.75%)
12/16/2020
1/26/2028
4,007,103
3,967,235
4,019,625
1.5
%
Garda
World Security Corporation (7)
Diversified Consumer Services
4.36%
(L + 4.25%)
3/13/2020
10/30/2026
5,000,000
4,854,886
5,011,450
1.9
%
GFL
Environmental Inc. (4)(7)
Commercial Services and
Supplies
3.50%
(L + 3.00%)
2/20/2020
5/30/2025
2,615,703
2,526,930
2,620,607
1.0
%
Global
Medical Response, Inc. (7)
Healthcare Providers and
Services
5.75%
(L + 4.75%)
9/24/2020
9/24/2025
4,488,750
4,407,410
4,481,456
1.7
%
Grab
Holdings Inc (7)
Diversified Consumer Services
5.50%
(L + 4.50%)
1/20/2021
2/27/2026
4,000,000
3,917,247
4,085,000
1.6
%
Great
Outdoors Group, LLC (7)
Specialty Retail
5.00%
(L + 4.25%)
2/26/2021
3/6/2028
7,132,123
7,150,228
7,152,627
2.7
%
Guidehouse
LLP (7)
Professional Services
4.11%
(L + 4.00%)
4/14/2020
3/14/2025
6,024,967
5,953,680
6,036,806
2.3
%
HAH
Group Holding Company LLC (7)
Healthcare Providers and
Services
6.00%
(L + 5.00%)
10/22/2020
10/20/2027
3,551,724
3,494,865
3,571,724
1.4
%
Hamilton
Projects Acquiror LLC (7)
Electric Utilities
5.75%
(L + 4.75%)
6/11/2020
6/11/2027
5,443,875
5,379,310
5,474,497
2.1
%
Harbor
Freight Tools USA, Inc. (7)
Specialty Retail
3.75%
(L + 3.00%)
10/14/2020
11/30/2027
3,491,250
3,458,464
3,492,036
1.3
%
Helix
Gen Funding, LLC (7)
Independent Power and Renewable
Electricity Producers
4.75%
(L + 3.75%)
1/31/2020
3/8/2024
4,311,699
4,264,627
4,265,283
1.6
%
Help/Systems
Holdings, Inc. (7)
Software
5.75%
(L + 4.75%)
9/16/2020
11/13/2026
4,962,406
4,916,303
4,996,523
1.9
%
Hostess
Brands, LLC (4)(7)
Food Products
4.03%
(L + 2.25%)
3/18/2020
8/1/2025
447,098
438,174
445,484
0.2
%
HUB
International Limited (7)
Insurance
4.00%
(L + 3.25%)
4/22/2020
4/25/2025
3,969,975
3,912,486
3,973,270
1.5
%
Hyland
Software, Inc. (7)
Software
4.25%
(L + 3.50%)
9/25/2020
7/1/2024
2,984,694
2,975,031
2,986,873
1.1
%
Hyperion
Refinance S.a.r.l.
Insurance
4.00%
(L + 3.25%)
1/27/2021
11/12/2027
4,701,557
4,652,254
4,695,022
1.8
%
ICH
US Intermediate Holdings II, Inc. (7)
Healthcare Providers and
Services
6.75%
(L + 5.75%)
2/28/2020
12/24/2026
6,659,286
6,535,810
6,675,934
2.5
%
Idera,
Inc. (7)
Software
4.50%
(L + 3.75%)
2/4/2021
6/28/2028
6,456,406
6,415,554
6,424,931
2.4
%
Indy
US BIDCO, LLC (7)
Professional Services
4.10%
(L + 4.00%)
2/5/2021
3/31/2028
1,500,000
1,492,523
1,496,625
0.6
%
7
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
Infinite Bidco LLC (7)
Electronic Equipment, Instruments and Components
4.25% (L + 3.75%)
2/24/2021
3/2/2028
$2,000,000
$
1,995,013
$1,990,000
0.8
%
Informatica LLC (7)
Software
3.36% (L + 3.25%)
2/14/2020
2/15/2027
1,970,050
1,939,069
1,958,230
0.7
%
Inmar, Inc. (7)
Professional Services
5.00% (L + 4.00%)
1/24/2020
5/1/2024
2,961,538
2,933,891
2,935,018
1.1
%
IRB Holding Corporation (5)(7)
Hotels, Restaurants and Leisure
4.25% (L + 3.25%)
11/19/2020
11/19/2027
3,990,000
3,971,952
3,980,643
1.5
%
Iridium Satellite LLC (4)(7)
Diversified Telecommunication Services
3.75% (L + 2.75%)
3/6/2020
11/4/2026
4,704,981
4,680,170
4,722,225
1.8
%
Ivanti Software, Inc. (7)
IT Services
4.75% (L + 4.00%)
2/17/2021
12/1/2027
1,000,000
997,503
998,000
0.4
%
Ivanti Software, Inc. (7)
IT Services
5.75% (L + 4.75%)
11/20/2020
11/22/2027
5,000,000
4,929,067
5,026,575
1.9
%
Jane Street Group, LLC (7)
Diversified Financial Services
2.86% (L + 2.75%)
1/21/2021
1/31/2028
1,496,250
1,494,508
1,484,093
0.6
%
Kestrel Acquisition LLC (7)
Independent Power and Renewable Electricity Producers
5.25% (L + 4.25%)
2/25/2020
5/2/2025
1,974,619
1,795,759
1,824,469
0.7
%
Kleopatra Finco S.a.r.l (5)(7)
Containers and Packaging
5.25% (L + 4.75%)
2/4/2021
2/4/2026
2,000,000
1,990,000
1,997,500
0.8
%
Landry’s Finance Acquisition Co
Hotels, Restaurants and Leisure
13.00% (L + 12.00%)
6/12/2020
10/4/2023
18,875
18,307
21,612
0.0
%
LBM Acquisition LLC (7)
Construction Materials
4.50% (L + 3.75%)
12/9/2020
12/31/2027
1,227,273
1,212,750
1,223,478
0.5
%
Life Time, Inc. (5)(7)
Hotels, Restaurants and Leisure
5.75% (L + 4.75%)
1/28/2021
12/10/2024
2,493,750
2,479,973
2,495,309
0.9
%
Lightstone Holdco LLC
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/7/2020
1/30/2024
1,609,237
1,310,312
1,276,768
0.5
%
Lightstone Holdco LLC
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/7/2020
1/30/2024
90,763
73,904
72,012
0.0
%
Lions Gate Capital Holdings LLC (4)(7)
Media
2.36% (L + 2.25%)
4/1/2020
3/19/2025
1,974,097
1,869,538
1,948,591
0.7
%
LogMeIn, Inc. (7)
IT Services
4.85% (L + 4.75%)
8/14/2020
8/31/2027
4,488,750
4,400,701
4,482,443
1.7
%
Mauser Packaging Solutions Holding Company (7)
Containers and Packaging
3.41% (L + 3.25%)
4/13/2020
4/3/2024
1,484,576
1,371,498
1,455,070
0.6
%
McAfee, LLC (4)(7)
IT Services
3.86% (L + 3.75%)
2/26/2020
9/30/2024
3,559,946
3,547,039
3,565,073
1.4
%
Meredith Corporation (4)(7)
Media
5.25% (L + 4.25%)
6/25/2020
1/31/2025
3,473,750
3,354,857
3,537,962
1.3
%
Michaels Stores, Inc. (4)(7)
Specialty Retail
4.25% (L + 3.50%)
9/2/2020
10/1/2027
1,990,000
1,950,351
1,992,239
0.8
%
Micro Holding Corp. (7)
Interactive Media and Services
4.75% (L + 3.75%)
6/11/2020
9/13/2024
5,615,842
5,557,832
5,623,367
2.1
%
Milano Acquisition Corporation (5)(7)
Health Care Technology
4.75% (L + 4.00%)
8/17/2020
8/31/2027
4,987,500
4,933,962
4,975,031
1.9
%
Minotaur Acquisition, Inc. (7)
Diversified Financial Services
5.11% (L + 5.00%)
1/24/2020
3/27/2026
5,112,401
5,111,366
5,114,548
1.9
%
Mitchell International, Inc. (7)
Software
4.75% (L + 4.25%)
7/6/2020
11/29/2024
3,233,750
3,127,185
3,245,068
1.2
%
Moneygram International, Inc. (4)(5)(7)
Consumer Finance
7.00% (L + 6.00%)
3/1/2021
5/22/2023
3,491,117
3,496,104
3,501,154
1.3
%
MPH Acquisition Holdings LLC (7)
Healthcare Providers and Services
3.75% (L + 2.75%)
4/13/2020
5/25/2023
2,591,513
2,475,903
2,580,473
1.0
%
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.50% (L + 3.75%)
2/18/2021
2/18/2028
189,504
188,564
188,581
0.1
%
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.50% (L + 3.75%)
2/18/2021
2/18/2028
5,685,131
5,656,897
5,654,368
2.2
%
8
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
Navicure, Inc. (7)
Health Care Technology
4.11% (L + 4.00%)
9/15/2020
10/22/2026
$2,698,903
$2,693,301
$2,707,351
1.0
%
New Arclin US Holding Corp. (7)
Chemicals
5.00% (L + 4.00%)
2/19/2021
3/2/2026
4,489,525
4,455,723
4,490,445
1.7
%
Newport Group Holdings II, Inc. (7)
Diversified Financial Services
3.75% (L + 3.50%)
8/25/2020
9/12/2025
2,977,099
2,897,405
2,968,183
1.1
%
Nexus Buyer LLC (7)
Professional Services
3.86% (L + 3.75%)
3/10/2020
10/30/2026
4,537,200
4,447,751
4,522,091
1.7
%
Nielsen Finance LLC (4)(7)
Media
4.75% (L + 3.75%)
5/7/2020
6/6/2025
1,173,804
1,162,622
1,180,319
0.4
%
NorthStar Group Services, Inc. (7)
Commercial Services and Supplies
6.50% (L + 5.50%)
11/9/2020
11/9/2026
2,981,250
2,925,445
3,003,609
1.1
%
Numericable U.S. LLC (7)
Media
4.20% (L + 4.00%)
3/31/2020
8/14/2026
3,962,006
3,810,741
3,958,044
1.5
%
OneDigital Borrower LLC (7)
Insurance
5.25% (L + 4.50%)
10/30/2020
10/29/2027
5,460,938
5,340,714
5,470,958
2.1
%
Oregon Clean Energy, LLC (7)
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
2/25/2020
3/2/2026
5,065,396
4,936,254
4,989,415
1.9
%
Pathway Vet Alliance LLC (7)
Healthcare Providers and Services
3.86% (L + 3.75%)
1/29/2021
3/31/2027
3,470,965
3,406,404
3,455,415
1.3
%
PCI Gaming Authority (7)
Hotels, Restaurants and Leisure
2.61% (L + 2.50%)
4/21/2020
5/15/2026
2,756,538
2,621,471
2,741,557
1.0
%
Peraton Corp. (5)(7)
Aerospace and Defense
4.50% (L + 3.75%)
2/23/2021
2/1/2028
2,550,676
2,537,922
2,554,935
1.0
%
Peraton Corp. (7)
Aerospace and Defense
4.50% (L + 3.75%)
2/23/2021
2/1/2028
1,449,324
1,442,159
1,451,745
0.6
%
PetVet Care Centers, LLC (7)
Healthcare Providers and Services
4.25% (L + 3.50%)
2/18/2021
2/14/2025
3,473,552
3,466,331
3,470,512
1.3
%
Phoenix Guarantor Inc. (7)
Healthcare Providers and Services
4.25% (L + 3.75%)
10/2/2020
3/31/2026
4,987,500
4,942,063
4,955,555
1.9
%
Pike Corporation (7)
Construction and Engineering
3.13% (L + 3.00%)
1/15/2021
1/14/2028
1,500,000
1,498,297
1,498,125
0.6
%
PODS, LLC (5)(7)
Building Products
3.75% (L + 3.00%)
3/19/2021
3/17/2028
2,000,000
1,990,000
1,992,750
0.8
%
Pre-Paid Legal Services, Inc. (7)
Diversified Consumer Services
4.75% (L + 4.00%)
9/11/2020
5/1/2025
1,492,500
1,472,345
1,499,336
0.6
%
Pre-Paid Legal Services, Inc. (5)(7)
Diversified Consumer Services
3.36% (L + 3.25%)
2/26/2020
5/1/2025
645,475
601,677
638,132
0.2
%
Presidio Holdings, Inc. (7)
Professional Services
3.72% (L + 3.50%)
2/28/2020
1/31/2027
2,382,000
2,348,018
2,380,511
0.9
%
Pretium PKG Holdings, Inc. (7)
Containers and Packaging
4.75% (L + 4.00%)
10/29/2020
11/30/2027
2,493,750
2,465,421
2,494,785
0.9
%
Prime Security Services Borrower, LLC (4)(7)
Diversified Consumer Services
3.50% (L + 2.75%)
4/20/2020
5/2/2022
1,796,054
1,761,174
1,790,998
0.7
%
Project Alpha Intermediate Holding, Inc. (7)
Software
4.15% (L + 4.00%)
2/10/2021
4/26/2024
3,951,615
3,921,205
3,946,181
1.5
%
ProQuest LLC (7)
Internet and Direct Marketing Retail
3.36% (L + 3.25%)
4/17/2020
10/16/2026
3,310,911
3,259,087
3,293,943
1.3
%
Quest Software US Holdings Inc (7)
Software
4.46% (L + 4.25%)
2/5/2020
5/16/2025
2,969,620
2,969,620
2,972,011
1.1
%
Radiate Holdco, LLC (7)
Media
4.25% (L + 3.50%)
2/25/2020
9/11/2026
5,109,063
5,059,137
5,113,125
1.9
%
Radiology Partners, Inc. (7)
Healthcare Providers and Services
4.47% (L + 4.25%)
2/26/2020
7/9/2025
3,500,000
3,489,416
3,478,493
1.3
%
RealPage, Inc. (4)(5)(7)
Software
3.75% (L + 3.25%)
2/18/2021
2/18/2028
5,000,000
4,987,500
4,983,325
1.9
%
Redstone Buyer, LLC (7)
Software
6.00% (L + 5.00%)
7/1/2020
9/1/2027
4,986,503
4,958,640
5,010,388
1.9
%
RegionalCare Hospital Partners Holdings, Inc. (7)
Healthcare Providers and Services
3.86% (L + 3.75%)
2/11/2020
11/14/2025
3,028,873
3,015,857
3,026,299
1.2
%
9
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio
Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal
/
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
Renaissance Holding
Corp (5)(7)
Diversified Consumer
Services
3.36% (L + 3.25%)
3/4/2020
7/31/2025
$ 1,994,872
$ 1,982,100
$ 1,950,197
0.7 %
Rodan & Fields,
LLC (7)
Personal Products
4.11% (L + 4.00%)
3/4/2021
6/16/2025
1,745,513
1,498,712
1,487,613
0.6 %
Rohm Holding GMBH (5)(7)
Chemicals
5.23% (L + 5.00%)
2/2/2021
7/31/2026
4,493,161
4,466,348
4,491,745
1.7 %
Ryan Specialty Group
LLC (7)
Insurance
3.75% (L + 3.00%)
7/23/2020
9/1/2027
1,990,000
1,976,297
1,993,313
0.8 %
Sabert Corporation (7)
Containers and Packaging
5.50% (L + 4.50%)
2/26/2020
11/26/2026
4,830,392
4,820,320
4,842,468
1.8 %
Samsonite International
S.A. (4)(7)
Textiles, Apparel and
Luxury Goods
5.50% (L + 4.50%)
4/30/2020
4/25/2025
1,786,500
1,741,865
1,803,248
0.7 %
Scientific Games International,
Inc. (4)(7)
Leisure Products
2.86% (L + 2.75%)
4/9/2020
8/14/2024
1,979,592
1,768,340
1,945,394
0.7 %
SCIH Salt Holdings Inc.
(7)
Metals and Mining
5.50% (L + 4.50%)
4/13/2020
3/3/2027
3,970,000
3,907,729
3,980,540
1.5 %
Severin Acquisition,
LLC (7)
Diversified Consumer
Services
3.36% (L + 3.25%)
2/26/2020
8/31/2025
3,749
3,605
3,711
0.0 %
Shearer’s Foods, LLC
(7)
Food Products
4.25% (L + 3.50%)
9/15/2020
9/23/2027
1,703,948
1,692,309
1,703,411
0.6 %
Sophia, L.P. (7)
Software
4.50% (L + 3.75%)
9/23/2020
10/31/2027
4,987,500
4,952,981
4,992,188
1.9 %
Sotera Health Holdings,
LLC (4)(7)
Healthcare Equipment
and Supplies
3.25% (L + 2.75%)
1/15/2021
12/11/2026
4,000,000
4,000,000
3,995,000
1.5 %
Springer Nature Deutschland
GmbH (7)
Media
4.00% (L + 3.25%)
2/26/2021
8/14/2026
2,244,509
2,239,544
2,246,709
0.9 %
Surf Holdings, LLC (7)
Software
3.68% (L + 3.50%)
4/16/2020
1/15/2027
1,985,003
1,884,712
1,968,309
0.7 %
Syncsort Incorporated
(5)(7)
Software
5.00% (L + 4.25%)
3/19/2021
3/19/2028
5,500,000
5,472,500
5,472,500
2.1 %
Syncsort Incorporated
(7)
Software
5.50% (L + 4.75%)
2/1/2021
8/16/2024
4,251,783
4,108,046
4,251,783
1.6 %
Talen Energy Supply,
LLC (7)
Independent Power and
Renewable Electricity Producers
3.86% (L + 3.75%)
4/9/2020
6/26/2026
3,866,834
3,647,891
3,770,163
1.4 %
Thryv, Inc. (4)(7)
Media
9.50% (L + 8.50%)
2/18/2021
2/18/2026
3,000,000
2,910,940
3,011,250
1.1 %
TIBCO Software Inc (7)
Software
3.86% (L + 3.75%)
2/13/2020
6/30/2026
2,977,500
2,970,346
2,945,864
1.1 %
Tosca Services, LLC
(7)
Containers and Packaging
4.25% (L + 3.50%)
2/19/2021
8/18/2027
2,992,500
2,979,029
2,999,981
1.1 %
Traverse Midstream Partners
LLC (7)
Oil, Gas and Consumable
Fuels
6.50% (L + 5.50%)
8/20/2020
9/27/2024
5,300,558
4,937,958
5,270,742
2.0 %
Triton Water Holdings,
Inc. (5)(7)
Food Products
4.50% (L + 3.50%)
3/17/2021
3/31/2028
3,000,000
2,985,000
2,992,260
1.1 %
Truck Hero, Inc. (7)
Auto Components
4.50% (L + 3.75%)
1/20/2021
1/20/2028
600,000
600,000
599,460
0.2 %
U.S. Renal Care, Inc.
(7)
Healthcare Providers
and Services
5.13% (L + 5.00%)
4/8/2020
6/26/2026
3,959,799
3,774,898
3,941,861
1.5 %
U.S. Silica Company
(4)(7)
Metals and Mining
5.00% (L + 4.00%)
3/9/2021
4/25/2025
1,987,083
1,903,598
1,923,496
0.7 %
UGI Energy Services,
LLC (7)
Oil, Gas and Consumable
Fuels
3.86% (L + 3.75%)
4/27/2020
8/7/2026
989,924
919,370
989,306
0.4 %
UKG Inc. (7)
Software
4.00% (L + 3.25%)
6/18/2020
5/4/2026
995,006
981,930
996,484
0.4 %
UKG Inc. (7)
Software
3.86% (L + 3.75%)
2/28/2020
4/8/2026
4,444,850
4,423,985
4,446,383
1.7 %
Univision Communications
Inc. (7)
Media
4.75% (L + 3.75%)
6/15/2020
3/13/2026
4,142,021
4,012,106
4,145,791
1.6 %
UOS, LLC (7)
Commercial Services
and Supplies
4.36% (L + 4.25%)
2/19/2020
4/18/2025
4,272,158
4,265,282
4,272,158
1.6 %
US Radiology Specialists,
Inc., (7)
Healthcare Providers
and Services
6.25% (L + 5.50%)
12/11/2020
12/10/2027
3,990,000
3,913,562
4,010,588
1.5 %
USI, Inc. (7)
Insurance
3.40% (L + 3.25%)
4/23/2020
12/2/2026
4,959,845
4,893,871
4,918,207
1.9 %
10
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio
Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal
/
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
USIC
Holdings, Inc. (7)
Construction
and Engineering
4.00%
(L + 3.00%)
2/26/2020
12/8/2023
$ 1,975,082
$ 1,967,967
$ 1,967,675
0.7 %
Venator
Materials LLC (4)(7)
Chemicals
3.11%
(L + 3.00%)
4/17/2020
6/28/2024
1,979,487
1,820,698
1,955,575
0.7 %
VeriFone
Systems, Inc. (7)
Commercial
Services and Supplies
4.18%
(L + 4.00%)
3/4/2020
8/20/2025
3,000,000
2,952,008
2,934,150
1.1 %
Verscend
Holding Corp. (7)
Health
Care Technology
4.61%
(L + 4.50%)
3/6/2020
8/27/2025
4,151,845
4,124,802
4,157,616
1.6 %
VFH
Parent LLC (4)(7)
Capital
Markets
3.11%
(L + 3.00%)
3/20/2020
6/1/2026
841,182
828,447
839,819
0.3 %
White
Cap Buyer LLC (7)
Construction
Materials
4.50%
(L + 4.00%)
10/8/2020
10/8/2027
2,992,500
2,964,431
2,990,839
1.1 %
Wilsonart
LLC (5)(7)
Building
Products
4.50%
(L + 3.50%)
3/19/2021
12/18/2026
3,500,000
3,482,500
3,496,868
1.3 %
Xplornet
Communications Inc (5)(7)
Wireless
Telecommunication Services
4.86%
(L + 4.75%)
5/29/2020
5/31/2027
1,478,775
1,421,262
1,481,666
0.6 %
Zelis
Cost Management Buyer, Inc. (7)
Health
Care Technology
3.62%
(L + 3.50%)
2/1/2021
9/30/2026
4,829,022
4,820,291
4,816,950
1.8 %
Total
First Lien Senior Secured
603,505,813
$ 592,119,671
$ 601,728,429
229.0 %
Second
Lien Senior Secured(2)
Alphabet
Holding Company, Inc. (7)
Food Products
7.86%
(L + 7.75%)
5/14/2020
9/26/2025
2,050,000
1,925,767
2,058,057
0.7 %
Aptean
Inc
Software
8.61%
(L + 8.50%)
7/23/2020
4/23/2027
1,400,000
1,336,802
1,398,250
0.5 %
Aruba
Investments, Inc. (7)
Chemicals
8.50%
(L + 7.75%)
10/28/2020
10/27/2028
2,350,000
2,315,284
2,375,462
0.9 %
Asurion,
LLC (7)
Diversified
Consumer Services
5.36%
(L + 5.25%)
1/29/2021
2/28/2028
3,500,000
3,500,000
3,569,563
1.4 %
DCert
Buyer, Inc. (7)
IT Services
7.11%
(L + 7.00%)
2/16/2021
2/16/2029
1,500,000
1,496,542
1,514,070
0.6 %
Epicor
Software Corporation (7)
Software
8.75%
(L + 7.75%)
7/23/2020
7/31/2028
1,000,000
985,897
1,036,250
0.4 %
Infinite
Bidco LLC (7)
Electronic
Equipment, Instruments and Components
7.50%
(L + 7.00%)
2/24/2021
2/24/2029
2,000,000
1,990,164
2,012,500
0.8 %
Informatica
LLC (7)
Software
7.13%
2/14/2020
2/14/2025
1,000,000
995,943
1,024,380
0.4 %
Mitchell
International, Inc.
Software
7.36%
(L + 7.25%)
7/1/2020
11/20/2025
447,667
417,250
447,946
0.2 %
PowerTeam
Services, LLC (7)
Construction
and Engineering
8.25%
(L + 7.25%)
5/12/2020
3/6/2026
4,810,000
4,371,477
4,744,873
1.8 %
Quest
Software US Holdings Inc
Software
8.46%
(L + 8.25%)
2/11/2020
5/18/2026
1,597,000
1,579,717
1,598,661
0.6 %
SK
Invictus Intermediate II S.a.r.l. (7)
Software
6.86%
(L + 6.75%)
8/27/2020
2/13/2026
1,911,765
1,771,219
1,904,118
0.7 %
Total
Second Lien Senior Secured
23,566,432
22,686,062
23,684,130
9.0 %
Collateralized
Securities and Structured Products - Debt(2)
Barings
CLO Ltd (4)
Structured
Note
6.97%
(L + 6.75%)
1/24/2020
1/20/2028
2,000,000
1,912,590
1,902,118
0.6 %
Babson
CLO Ltd 2019-3A (4)
Structured
Note
0.24%
(L + 0.00%)
8/11/2020
4/20/2031
1,500,000
1,376,488
1,491,596
0.5 %
Beechwood
Park CLO, Ltd (4)
Structured
Note
7.72%
(L + 7.50%)
7/27/2020
1/17/2033
1,750,000
1,700,335
1,768,110
0.7 %
11
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of March 31, 2021
(Unaudited)
Portfolio
Company(3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal
/
Par
Amortized
Cost(1)(6)
Fair
Value
Percentage of
Net Assets
Eaton
Vance CLO 2019-1, Ltd. (4)
Structured Note
6.99%
(L + 6.75%)
9/1/2020
4/15/2031
$1,500,000
$1,471,625
$1,503,954
0.6
%
HPS
Loan Management Series 15A-19 (4)
Structured Note
7.08%
(L + 6.86%)
8/26/2020
7/22/2032
1,500,000
1,403,069
1,470,209
0.6
%
Magnetite
Clo LTD (4)
Structured Note
2.38%
(L + 2.15%)
4/2/2020
1/18/2028
1,000,000
838,426
982,870
0.4
%
Magnetite
CLO Ltd 2015-16A (4)
Structured Note
6.72%
(L + 6.50%)
8/11/2020
1/18/2028
1,000,000
787,289
938,730
0.4
%
Magnetite
XIV-R, Limited (4)
Structured Note
8.15%
(L + 7.93%)
1/24/2020
10/18/2031
1,500,000
1,449,387
1,400,970
0.5
%
Newark
BSL CLO 1 Ltd (4)
Structured Note
3.21%
(L + 3.00%)
4/6/2020
12/21/2029
500,000
385,380
488,163
0.2
%
Total
Collateralized Securities and Structured Products - Debt
12,250,000
11,324,589
11,946,720
4.5
%
Total
Debt Investments
639,322,245
$
626,130,322
$
637,359,279
242.5
%
Number of
Shares
Cost
Fair
Value
Percentage of
Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.01% (8)
55,470,138
55,470,138
55,470,138
21.1 %
Total Short-Term Investments
55,470,138
$ 55,470,138
$ 55,470,138
21.1 %
Total Investments
$ 681,600,460
$ 692,829,417
263.6 %
Liabilities in Excess of Other Assets
(430,030,533 )
(163.6 )%
Net Assets
$ 262,798,884
100.0 %
(1) The
amortized cost represents the original cost adjusted for the amortization of discounts
and premiums, as applicable, on debt investments using the effective interest method.
(2) Loan
contains a variable rate structure, subject to an interest rate floor. Variable rate
loans bear interest at a rate that may be determined by reference to either the London
Interbank Offered Rate (“LIBOR” or “L”) (which can include one-,
two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal
Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset
periodically based on the terms of the loan agreement.
(3) As
of March 31, 2021, all investments are non-controlled, non-affiliated investments. Non-controlled,
non-affiliated investments are defined as investments in which the Company owns less
than 5% of the portfolio company’s outstanding voting securities and does not have
the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying
investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company
may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying
assets represent at least 70% of the Company’s total assets. As of March 31, 2021, 14.4%
of the Company’s total assets were in non-qualifying investments.
(5) Investments
or a portion of investments are unsettled as of March 31, 2021.
(6) As
of March 31, 2021, the tax cost of the Company’s investments approximates their amortized
cost.
(7) Security
or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”)
and is pledged as collateral supporting the amounts outstanding under a revolving credit
facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated
financial statements).
(8) 7-day
effective yield as of March 31, 2021.
The accompanying
notes are an integral part of these consolidated financial statements.
12
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
Debt Investments
First Lien Senior Secured (2)
Academy, Ltd. (4)(7)
Specialty Retail
5.75% (L + 5.00%)
10/28/2020
10/28/2027
$2,500,000
$
2,475,456
$
2,499,375
0.9
%
Acrisure, LLC (7)
Insurance
3.65% (L + 3.50%)
1/31/2020
2/12/2027
4,962,500
4,952,070
4,882,902
1.8
%
AI Convoy (Luxembourg) S.a.r.l. (7)
Aerospace and Defense
4.50% (L + 3.50%)
4/14/2020
1/29/2027
4,367,000
4,228,081
4,370,275
1.6
%
Albany Molecular Research, Inc. (7)
Healthcare Providers and Services
4.25% (L + 3.25%)
2/20/2020
8/28/2024
4,949,493
4,925,181
4,976,320
1.9
%
Alera Group Intermediate Holdings, Inc. (7)
Insurance
4.50% (L + 4.00%)
2/3/2020
8/1/2025
5,453,360
5,396,423
5,412,460
2.0
%
AlixPartners, LLP (7)
Diversified Financial Services
2.65% (L + 2.50%)
4/13/2020
4/30/2024
2,475,542
2,415,423
2,453,695
0.9
%
Alliant Holdings Intermediate LLC (7)
Insurance
3.40% (L + 3.25%)
1/27/2020
5/9/2025
3,703,695
3,430,767
3,651,214
1.3
%
Alliant Holdings Intermediate LLC (7)
Insurance
4.25% (L + 3.75%)
10/8/2020
10/8/2027
996,731
989,410
999,228
0.3
%
Alphabet Holding Company, Inc. (7)
Food Products
3.65% (L + 3.50%)
1/24/2020
9/26/2024
2,971,847
2,841,691
2,950,584
1.1
%
Alterra Mountain Company (7)
Hotels, Restaurants and Leisure
5.50% (L + 4.50%)
5/13/2020
8/31/2026
2,007,369
1,990,823
2,024,933
0.7
%
Alterra Mountain Company (7)
Hotels, Restaurants and Leisure
2.90% (L + 2.75%)
4/13/2020
6/28/2024
2,976,982
2,825,365
2,944,727
1.1
%
Amentum Government Services Holdings LLC (7)
Construction and Engineering
3.65% (L + 3.50%)
3/19/2020
2/26/2027
4,477,500
4,213,933
4,477,500
1.7
%
Amentum Government Services Holdings LLC (7)
Construction and Engineering
5.50% (L + 4.75%)
10/29/2020
1/29/2027
1,500,000
1,470,381
1,515,000
0.5
%
American Rock Salt Company LLC (7)
Metals and Mining
4.50% (L + 3.50%)
2/28/2020
3/21/2025
4,766,715
4,744,813
4,776,844
1.8
%
AmWINS Group, Inc. (7)
Insurance
3.75% (L + 2.75%)
3/2/2020
2/28/2024
4,458,648
4,410,908
4,469,014
1.7
%
Amynta Agency Borrower, Inc. (7)
Insurance
4.65% (L + 4.50%)
2/13/2020
2/28/2025
4,996,250
4,795,887
4,846,363
1.8
%
APLP Holdings Limited Partnership (4)(7)
Independent Power and Renewable Electricity Producers
3.50% (L + 2.50%)
3/25/2020
4/13/2023
1,336,736
1,251,155
1,336,736
0.4
%
Applovin Corporation (7)
Software
3.65% (L + 3.50%)
3/2/2020
8/15/2025
4,957,013
4,889,288
4,952,056
1.9
%
Arches Buyer Inc. (7)
Interactive Media and Services
4.50% (L + 4.00%)
11/24/2020
11/24/2027
5,000,000
4,950,488
5,016,250
1.9
%
Aristocrat International PTY Ltd (4)(7)
Hotels, Restaurants and Leisure
4.75% (L + 3.75%)
5/14/2020
10/31/2024
2,487,500
2,443,638
2,502,276
1.0
%
Aruba Investments, Inc. (7)
Chemicals
4.75% (L + 4.00%)
10/28/2020
10/28/2027
1,500,000
1,485,176
1,504,223
0.6
%
Ascend Learning, LLC (7)
Diversified Consumer Services
4.00% (L + 3.00%)
4/16/2020
7/29/2024
3,919,615
3,756,423
3,908,836
1.5
%
AssuredPartners, Inc. (7)
Insurance
5.50% (L + 4.50%)
5/29/2020
2/12/2027
992,500
973,932
996,227
0.4
%
AssuredPartners, Inc. (7)
Insurance
3.65% (L + 3.50%)
2/11/2020
2/12/2027
4,950,000
4,938,511
4,885,403
1.9
%
Asurion, LLC (7)
Diversified Consumer Services
3.40% (L + 3.25%)
12/23/2020
1/29/2027
1,987,249
1,958,010
1,969,860
0.8
%
Athenahealth, Inc. (7)
Healthcare Providers and Services
4.65% (L + 4.50%)
2/20/2020
2/11/2026
3,962,198
3,927,936
3,967,150
1.6
%
Avaya Inc. (4)(7)
Diversified Telecommunication Services
4.41% (L + 4.25%)
4/20/2020
12/15/2024
1,560,941
1,490,031
1,572,218
0.6
%
Avaya Inc. (4)(7)
Diversified Telecommunication Services
4.39% (L + 4.25%)
4/20/2020
12/15/2027
1,939,059
1,764,355
1,943,093
0.8
%
Azalea TopCo, Inc. (7)
Healthcare Providers and Services
3.71% (L + 3.50%)
2/26/2020
7/23/2026
3,962,387
3,917,453
3,923,595
1.5
%
13
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
Barracuda Networks, Inc. (7)
IT Services
4.50% (L + 3.75%)
3/2/2020
1/10/2025
$4,019,316
$4,015,168
$4,018,311
1.6
%
Bass Pro Group, LLC (7)
Specialty Retail
5.75% (L + 5.00%)
7/28/2020
9/25/2024
6,071,202
6,066,031
6,100,495
2.4
%
Bausch Health Companies Inc. (4)
Pharmaceuticals
3.15% (L + 3.00%)
3/18/2020
6/30/2025
3,905,458
3,738,642
3,896,319
1.5
%
Belfor Holdings Inc. (7)
Commercial Services and Supplies
4.15% (L + 4.00%)
3/18/2020
3/31/2026
2,976,096
2,844,878
2,983,685
1.2
%
Bioscrip, Inc. (4)(7)
Healthcare Providers and Services
4.40% (L + 4.25%)
3/5/2020
5/29/2026
5,089,512
4,901,157
5,088,469
2.0
%
Blackstone CQP Holdco LP (7)
Energy Equipment and Services
3.74% (L + 3.50%)
2/28/2020
6/7/2024
1,979,900
1,942,728
1,977,425
0.8
%
Boxer Parent Company, Inc. (7)
Software
4.40% (L + 4.25%)
4/7/2020
9/1/2025
3,394,243
3,006,431
3,387,064
1.3
%
Brookfield Property REIT Inc. (7)
Real Estate Investment Trusts (REITs)
2.65% (L + 2.50%)
4/17/2020
5/4/2025
2,144,701
1,777,242
2,039,847
0.8
%
Brookfield WEC Holdings Inc. (7)
Commercial Services and Supplies
3.75% (L + 3.00%)
2/25/2020
8/1/2025
4,455,798
4,390,350
4,451,031
1.8
%
Buzz Merger Sub Ltd. (7)
Leisure Products
2.90% (L + 2.75%)
1/24/2020
1/22/2027
3,473,750
3,387,888
3,460,723
1.4
%
Caesars Resort Collection, LLC (4)(7)
Hotels, Restaurants and Leisure
4.65% (L + 4.50%)
6/19/2020
7/31/2025
2,992,500
2,908,415
3,002,315
1.2
%
Camelot U.S. Acquisition 1 Co. (4)(7)
Professional Services
3.15% (L + 3.00%)
4/14/2020
10/28/2026
3,969,925
3,901,437
3,957,936
1.6
%
CCI Buyer, Inc. (5)(7)
Wireless Telecommunication Services
4.75% (L + 4.00%)
12/16/2020
12/31/2027
2,400,000
2,376,000
2,401,992
0.9
%
CCS-CMGC Holdings, Inc. (7)
Healthcare Providers and Services
5.71% (L + 5.50%)
1/24/2020
10/1/2025
3,959,596
3,899,353
3,850,707
1.5
%
Change Healthcare Holdings, Inc. (4)(7)
Healthcare Providers and Services
3.50% (L + 2.50%)
4/1/2020
3/1/2024
2,326,036
2,225,791
2,319,209
0.9
%
CHG Healthcare Services, Inc (7)
Healthcare Providers and Services
4.00% (L + 3.00%)
3/19/2020
6/7/2023
2,967,965
2,650,461
2,956,375
1.2
%
Cincinnati Bell Inc. (4)(7)
Media
4.25% (L + 3.25%)
3/19/2020
10/2/2024
3,965,775
3,814,313
3,971,347
1.6
%
Citadel Securities LP (7)
Diversified Financial Services
2.90% (L + 2.75%)
3/20/2020
2/6/2026
4,054,286
3,758,583
4,062,719
1.6
%
Consolidated Communications, Inc. (4)(7)
Diversified Telecommunication Services
5.75% (L + 4.75%)
9/18/2020
10/31/2027
1,995,000
1,965,667
2,007,808
0.8
%
CP Atlas Buyer, Inc (7)
Building Products
5.25% (L + 4.50%)
11/20/2020
12/31/2027
3,750,000
3,712,996
3,762,656
1.5
%
CP Atlas Buyer, Inc (7)
Building Products
5.25% (L + 4.50%)
11/20/2020
11/19/2027
1,250,000
1,237,610
1,254,219
0.5
%
Creative Artists Agency, LLC (7)
Media
3.90% (L + 3.75%)
3/2/2020
11/20/2026
1,980,000
1,980,000
1,961,853
0.8
%
Crestwood Holdings LLC
Oil, Gas and Consumable Fuels
7.66% (L + 7.50%)
6/5/2020
2/28/2023
488,751
346,400
381,226
0.2
%
DCert Buyer, Inc. (5)(7)
Software
4.15% (L + 4.00%)
1/28/2020
8/7/2026
4,962,500
4,953,855
4,965,602
2.0
%
Deerfield Dakota Holding, LLC (7)
Diversified Financial Services
4.75% (L + 3.75%)
3/6/2020
2/25/2027
4,975,000
4,901,828
5,003,780
2.0
%
Delek US Holdings, Inc. (4)(7)
Oil, Gas and Consumable Fuels
6.50% (L + 5.50%)
5/18/2020
3/31/2025
2,382,000
2,231,776
2,368,613
0.9
%
Delta Topco, Inc. (7)
IT Services
4.50% (L + 3.75%)
10/7/2020
10/29/2027
4,000,000
3,980,258
4,005,840
1.6
%
The Dun & Bradstreet Corporation (4)(7)
Professional Services
3.90% (L + 3.75%)
1/24/2020
3/31/2026
4,962,500
4,896,041
4,974,212
2.0
%
EAB Global, Inc. (7)
Professional Services
4.75% (L + 3.75%)
2/21/2020
9/27/2024
2,974,516
2,893,045
2,958,721
1.2
%
ECI Software Solutions, Inc. (7)
Software
4.50% (L + 3.75%)
9/17/2020
9/30/2027
6,000,000
5,970,754
6,001,230
2.4
%
EFS Cogen Holdings I LLC (7)
Independent Power and Renewable Electricity Producers
4.50% (L + 3.50%)
9/24/2020
10/29/2027
2,963,385
2,948,910
2,954,954
1.2
%
14
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
Elanco Animal Health Incorporated (4)(7)
Healthcare Providers and Services
1.90% (L + 1.75%)
3/20/2020
2/26/2027
$45,572
$40,158
$45,235
0.0
%
Endo Luxembourg Finance Company I S.a.r.l. (4)(7)
Pharmaceuticals
5.00% (L + 4.25%)
4/13/2020
4/29/2024
2,480,720
2,325,276
2,449,711
1.0
%
Ensemble RCM, LLC (7)
Healthcare Providers and Services
3.96% (L + 3.75%)
4/14/2020
7/24/2026
3,807,085
3,704,542
3,807,561
1.5
%
Epicor Software Corporation (7)
Software
5.25% (L + 4.25%)
7/23/2020
6/1/2022
3,990,000
3,926,731
4,020,962
1.6
%
Everi Payments Inc. (4)
Professional Services
11.50% (L + 10.50%)
4/14/2020
5/9/2024
348,250
342,071
362,180
0.1
%
Everi Payments Inc. (4)(7)
Professional Services
3.75% (L + 2.75%)
4/9/2020
5/1/2024
1,000,000
879,949
991,530
0.4
%
Evertec Group LLC (4)(7)
Professional Services
3.65% (L + 3.50%)
4/14/2020
12/31/2024
2,430,502
2,341,762
2,430,502
1.0
%
Flexera Software LLC (5)(7)
Software
4.50% (L + 3.75%)
12/16/2020
1/16/2028
2,500,000
2,496,250
2,503,125
1.0
%
Flexera Software LLC (5)(7)
Software
4.25% (L + 3.25%)
2/28/2020
2/26/2025
1,519,710
1,480,336
1,521,336
0.6
%
Garda World Security Corporation (7)
Diversified Consumer Services
4.99% (L + 4.75%)
3/13/2020
10/23/2026
5,000,000
4,848,904
5,013,750
2.0
%
GFL Environmental Inc. (4)(7)
Commercial Services and Supplies
3.50% (L + 3.00%)
2/20/2020
5/9/2025
2,622,258
2,528,578
2,628,617
1.0
%
Global Medical Response, Inc. (7)
Healthcare Providers and Services
5.75% (L + 4.75%)
9/24/2020
9/24/2025
4,500,000
4,413,785
4,480,313
1.8
%
Guggenheim Partners Investment Management Holdings, LLC (7)
Diversified Financial Services
3.50% (L + 2.75%)
2/28/2020
7/21/2023
1,482,852
1,475,112
1,485,017
0.6
%
Guidehouse LLP (7)
Professional Services
4.65% (L + 4.50%)
4/14/2020
3/14/2025
4,024,967
3,953,955
4,031,669
1.6
%
HAH Group Holding Company LLC (7)
Healthcare Providers and Services
6.00% (L + 5.00%)
10/22/2020
10/20/2027
3,551,724
3,492,899
3,534,224
1.4
%
Hamilton Projects Acquiror LLC (7)
Electric Utilities
5.75% (L + 4.75%)
6/11/2020
6/11/2027
5,457,587
5,389,828
5,482,611
2.2
%
Harbor Freight Tools USA, Inc. (7)
Specialty Retail
4.00% (L + 3.25%)
10/14/2020
11/30/2027
3,500,000
3,465,751
3,506,370
1.4
%
Helix Gen Funding, LLC (7)
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
1/31/2020
3/8/2024
4,419,559
4,366,931
4,280,254
1.7
%
Help/Systems Holdings, Inc. (7)
Software
5.75% (L + 4.75%)
9/16/2020
11/13/2026
4,974,937
4,926,250
4,966,654
2.0
%
Hostess Brands, LLC (4)(7)
Food Products
3.00% (L + 2.25%)
3/18/2020
8/1/2025
1,438,207
1,326,162
1,432,929
0.6
%
HUB International Limited (7)
Insurance
5.00% (L + 4.00%)
4/22/2020
4/25/2025
3,979,925
3,918,865
3,997,536
1.6
%
Hyland Software, Inc. (7)
Software
4.25% (L + 3.50%)
9/25/2020
7/1/2024
2,992,347
2,981,598
3,003,568
1.2
%
Hyperion Refinance S.a.r.l. (7)
Insurance
4.50% (L + 3.50%)
3/2/2020
12/13/2024
3,962,981
3,911,850
3,958,582
1.6
%
ICH US Intermediate Holdings II, Inc. (7)
Healthcare Providers and Services
6.75% (L + 5.75%)
2/28/2020
12/24/2026
6,748,077
6,617,263
6,754,420
2.7
%
Idera, Inc. (7)
Software
5.00% (L + 4.00%)
2/14/2020
6/28/2024
4,456,406
4,417,886
4,456,428
1.8
%
Informatica LLC (7)
Software
3.40% (L + 3.25%)
2/14/2020
2/15/2027
1,975,025
1,942,614
1,962,533
0.8
%
Inmar, Inc. (7)
Professional Services
5.00% (L + 4.00%)
1/24/2020
5/1/2024
2,969,231
2,938,868
2,927,083
1.2
%
IRB Holding Corporation (5)(7)
Hotels, Restaurants and Leisure
4.25% (L + 3.25%)
11/19/2020
11/19/2027
1,850,000
1,831,500
1,855,495
0.7
%
Iridium Satellite LLC (4)(7)
Diversified Telecommunication Services
4.75% (L + 3.75%)
3/6/2020
10/18/2026
4,716,862
4,690,701
4,747,003
1.9
%
Ivanti Software, Inc. (7)
IT Services
5.75% (L + 4.75%)
11/20/2020
11/22/2027
5,000,000
4,925,621
4,996,875
2.0
%
Jane Street Group, LLC (7)
Diversified Financial Services
3.23% (L + 3.00%)
1/31/2020
1/31/2025
1,470,069
1,447,558
1,470,437
0.6
%
Kestrel Acquisition LLC (7)
Independent Power and Renewable Electricity Producers
5.25% (L + 4.25%)
2/25/2020
5/2/2025
1,979,695
1,790,719
1,733,471
0.7
%
Klockner-Pentaplast of America, Inc. (4)(7)
Containers and Packaging
5.25% (L + 4.25%)
9/10/2020
6/29/2022
3,730,720
3,689,267
3,728,388
1.5
%
15
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
Landry’s Finance Acquisition Co
Hotels, Restaurants and Leisure
13.00% (L + 12.00%)
6/12/2020
10/4/2023
$18,875
$18,252
$21,518
0.0
%
LBM Acquisition LLC (5)(7)
Construction Materials
4.50% (L + 3.75%)
12/9/2020
12/31/2027
1,227,273
1,212,273
1,229,148
0.5
%
LCPR Loan Financing LLC (7)
Diversified Telecommunication Services
5.16% (L + 5.00%)
3/13/2020
10/22/2026
4,000,000
3,941,122
4,022,500
1.6
%
Lightstone Holdco LLC
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/7/2020
1/30/2024
1,609,237
1,288,637
1,499,833
0.6
%
Lightstone Holdco LLC
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/7/2020
1/30/2024
90,763
72,681
84,593
0.0
%
Limetree Bay Terminals, LLC (5)(7)
Oil, Gas and Consumable Fuels
5.00% (L + 4.00%)
4/22/2020
2/15/2024
2,284,783
2,023,325
2,150,552
0.8
%
Lions Gate Capital Holdings LLC (4)(7)
Media
2.40% (L + 2.25%)
4/1/2020
3/19/2025
1,980,572
1,869,480
1,959,529
0.8
%
LogMeIn, Inc. (7)
IT Services
4.90% (L + 4.75%)
8/14/2020
8/31/2027
3,500,000
3,415,896
3,495,643
1.4
%
Mauser Packaging Solutions Holding Company (7)
Containers and Packaging
3.48% (L + 3.25%)
4/13/2020
4/3/2024
1,488,432
1,366,428
1,441,918
0.6
%
McAfee, LLC (4)(7)
IT Services
3.90% (L + 3.75%)
2/26/2020
9/30/2024
3,570,079
3,556,203
3,575,220
1.4
%
Meredith Corporation (4)(7)
Media
5.25% (L + 4.25%)
6/25/2020
1/31/2025
3,482,500
3,355,696
3,512,101
1.4
%
Michaels Stores, Inc. (4)(7)
Specialty Retail
4.25% (L + 3.50%)
9/2/2020
10/1/2027
1,995,000
1,953,730
1,986,900
0.8
%
Milano Acquisition Corporation (7)
Health Care Technology
4.75% (L + 4.00%)
8/17/2020
8/31/2027
3,500,000
3,466,538
3,508,015
1.4
%
Minotaur Acquisition, Inc. (7)
Diversified Financial Services
5.15% (L + 5.00%)
1/24/2020
3/27/2026
5,125,443
5,123,960
5,042,155
2.0
%
Mitchell International, Inc. (7)
Software
4.75% (L + 4.25%)
7/6/2020
11/29/2024
3,241,875
3,128,166
3,250,790
1.3
%
MPH Acquisition Holdings LLC (7)
Healthcare Providers and Services
3.75% (L + 2.75%)
4/13/2020
5/25/2023
2,591,513
2,463,356
2,584,438
1.0
%
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.40% (L + 4.25%)
2/7/2020
2/5/2026
3,794,103
3,761,808
3,795,697
1.5
%
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.40% (L + 4.25%)
2/7/2020
2/5/2026
169,724
168,243
169,795
0.1
%
Navicure, Inc. (7)
Health Care Technology
4.75% (L + 4.00%)
9/15/2020
10/22/2026
2,705,719
2,699,303
2,709,101
1.1
%
New Arclin US Holding Corp. (7)
Chemicals
4.50% (L + 3.50%)
8/25/2020
2/14/2024
1,989,525
1,966,566
1,990,778
0.8
%
Newport Group Holdings II, Inc. (7)
Diversified Financial Services
3.72% (L + 3.50%)
8/25/2020
9/12/2025
2,984,733
2,900,441
2,966,078
1.2
%
Nexus Buyer LLC (7)
Professional Services
3.90% (L + 3.75%)
3/10/2020
10/30/2026
4,048,687
3,955,471
4,027,613
1.6
%
Nielsen Finance LLC (4)(7)
Media
4.75% (L + 3.75%)
5/7/2020
6/6/2025
1,492,500
1,477,234
1,506,179
0.6
%
NorthStar Group Services, Inc. (7)
Commercial Services and Supplies
6.50% (L + 5.50%)
11/9/2020
11/9/2026
3,000,000
2,941,128
2,977,500
1.2
%
Numericable U.S. LLC (7)
Media
4.24% (L + 4.00%)
3/31/2020
8/14/2026
3,972,139
3,814,159
3,965,108
1.6
%
OneDigital Borrower LLC (7)
Insurance
5.25% (L + 4.50%)
10/30/2020
10/29/2027
5,460,938
5,336,244
5,483,438
2.2
%
Oregon Clean Energy, LLC (7)
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
2/25/2020
3/2/2026
5,078,751
4,943,404
5,066,055
2.0
%
Pathway Vet Alliance LLC (7)
Healthcare Providers and Services
4.15%
6/23/2020
3/31/2027
262,760
257,672
263,055
0.1
%
Pathway Vet Alliance LLC (7)
Healthcare Providers and Services
4.15% (L + 4.00%)
6/23/2020
3/31/2027
3,216,904
3,154,690
3,220,523
1.3
%
PCI Gaming Authority (7)
Hotels, Restaurants and Leisure
2.65% (L + 2.50%)
4/21/2020
5/15/2026
2,756,538
2,615,321
2,732,736
1.1
%
Petco Animal Supplies, Inc.
Specialty Retail
4.25% (L + 3.25%)
6/17/2020
1/26/2023
1,492,167
1,236,450
1,432,898
0.6
%
PetVet Care Centers, LLC (7)
Healthcare Providers and Services
5.25% (L + 4.25%)
8/14/2020
2/15/2025
3,482,368
3,474,303
3,504,133
1.4
%
16
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
Phoenix Guarantor Inc. (7)
Healthcare Providers and Services
4.25% (L + 3.75%)
10/2/2020
3/31/2026
$5,000,000
$4,951,532
$5,004,150
2.0
%
Pike Corporation (7)
Construction and Engineering
4.12% (L + 3.97%)
8/19/2020
7/24/2026
1,875,952
1,867,058
1,877,622
0.7
%
Playtika Holding Corp. (7)
Hotels, Restaurants and Leisure
7.00% (L + 6.00%)
2/28/2020
12/31/2024
8,659,461
8,717,061
8,728,865
3.4
%
PODS, LLC (7)
Building Products
3.75% (L + 2.75%)
2/26/2020
12/6/2024
1,956,928
1,952,700
1,964,873
0.8
%
Pre-Paid Legal Services, Inc. (7)
Diversified Consumer Services
4.75% (L + 4.00%)
9/11/2020
5/1/2025
1,496,250
1,474,767
1,503,731
0.6
%
Pre-Paid Legal Services, Inc. (7)
Diversified Consumer Services
3.40% (L + 3.25%)
2/26/2020
5/1/2025
1,638,513
1,592,272
1,622,807
0.6
%
Presidio Holdings, Inc. (7)
Professional Services
3.72% (L + 3.50%)
2/28/2020
1/31/2027
2,388,000
2,352,280
2,389,122
0.9
%
Pretium PKG Holdings, Inc. (7)
Containers and Packaging
4.75% (L + 4.00%)
10/29/2020
11/30/2027
2,500,000
2,463,389
2,503,125
1.0
%
Prime Security Services Borrower, LLC (4)(7)
Diversified Consumer Services
4.25% (L + 3.25%)
4/20/2020
9/14/2026
1,796,054
1,754,890
1,809,803
0.7
%
Project Alpha Intermediate Holding, Inc. (7)
Software
4.50% (L + 3.50%)
1/30/2020
4/19/2024
3,961,519
3,928,048
3,935,095
1.6
%
ProQuest LLC (7)
Internet and Direct Marketing Retail
3.65% (L + 3.50%)
4/17/2020
10/16/2026
3,310,911
3,256,718
3,310,911
1.3
%
Quest Software US Holdings Inc (7)
Software
4.46% (L + 4.25%)
2/5/2020
5/16/2025
2,977,215
2,977,215
2,935,534
1.2
%
Rackspace Hosting, Inc. (7)
Technology Hardware, Storage and Peripherals
4.00% (L + 3.00%)
4/17/2020
11/3/2023
2,976,864
2,867,228
2,977,236
1.2
%
Radiate Holdco, LLC (7)
Media
4.25% (L + 3.50%)
2/25/2020
9/11/2026
5,121,868
5,069,220
5,137,054
2.0
%
Radiology Partners, Inc. (7)
Healthcare Providers and Services
4.40% (L + 4.25%)
2/26/2020
7/9/2025
3,500,000
3,488,400
3,450,423
1.4
%
Redstone Buyer, LLC (7)
Software
6.00% (L + 5.00%)
7/1/2020
9/1/2027
4,999,000
4,969,348
5,027,119
2.0
%
RegionalCare Hospital Partners Holdings, Inc. (7)
Healthcare Providers and Services
3.90% (L + 3.75%)
2/11/2020
11/14/2025
3,028,873
3,015,138
3,026,799
1.2
%
Renaissance Holding Corp (7)
Diversified Consumer Services
3.40% (L + 3.25%)
3/4/2020
7/31/2025
1,979,695
1,944,213
1,950,614
0.8
%
Ryan Specialty Group LLC (7)
Insurance
4.00% (L + 3.25%)
7/23/2020
9/1/2027
1,995,000
1,980,621
1,995,000
0.8
%
Sabert Corporation (7)
Containers and Packaging
5.50% (L + 4.50%)
2/26/2020
11/26/2026
4,830,392
4,819,800
4,832,397
1.9
%
Samsonite International S.A. (4)(7)
Textiles, Apparel and Luxury Goods
5.50% (L + 4.50%)
4/30/2020
4/25/2025
1,791,000
1,743,626
1,787,651
0.7
%
Scientific Games International, Inc. (4)(7)
Leisure Products
2.90% (L + 2.75%)
4/9/2020
8/14/2024
1,984,694
1,758,771
1,943,760
0.8
%
SCIH Salt Holdings Inc. (7)
Metals and Mining
5.50% (L + 4.50%)
4/13/2020
3/3/2027
3,980,000
3,915,034
3,992,438
1.6
%
Shearer’s Foods, LLC (7)
Food Products
4.75% (L + 4.00%)
9/15/2020
9/14/2027
1,708,219
1,695,921
1,711,558
0.7
%
SmartBear Software Inc. (5)(7)
Software
4.46% (L + 4.25%)
11/20/2020
11/19/2027
3,000,000
2,970,000
2,990,625
1.2
%
Sophia, L.P. (7)
Software
4.50% (L + 3.75%)
9/23/2020
10/31/2027
5,000,000
4,963,358
5,024,100
2.0
%
Sotera Health Holdings LLC (4)(7)
Healthcare Equipment and Supplies
5.50% (L + 4.50%)
3/2/2020
11/20/2026
4,163,466
4,148,686
4,185,157
1.7
%
Springer Nature Deutschland GmbH (5)(7)
Media
4.50% (L + 3.50%)
11/17/2020
8/14/2024
2,279,964
2,274,264
2,283,293
0.9
%
Surf Holdings, LLC (7)
Software
3.73% (L + 3.50%)
4/16/2020
1/15/2027
1,990,000
1,885,497
1,975,573
0.8
%
Syncsort Incorporated (7)
Software
7.00% (L + 6.00%)
4/13/2020
8/16/2024
4,262,440
4,109,093
4,269,110
1.7
%
Talen Energy Supply, LLC (7)
Independent Power and Renewable Electricity Producers
3.90% (L + 3.75%)
4/9/2020
6/26/2026
3,866,834
3,638,489
3,812,041
1.5
%
TecoStar Holdings, Inc. (7)
Healthcare Equipment and Supplies
4.50% (L + 3.50%)
2/25/2020
5/1/2024
2,969,109
2,956,997
2,924,573
1.2
%
The Edelman Financial Center, LLC (7)
Diversified Financial Services
3.15% (L + 3.00%)
4/13/2020
6/26/2025
1,984,810
1,880,143
1,958,759
0.8
%
17
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
TIBCO Software Inc (7)
Software
3.90% (L + 3.75%)
2/13/2020
6/30/2026
$2,985,000
$2,977,336
$2,937,419
1.2
%
Tosca Services, LLC (7)
Containers and Packaging
5.25% (L + 4.25%)
7/28/2020
8/31/2027
3,000,000
2,985,819
3,021,255
1.2
%
Traverse Midstream Partners LLC (7)
Oil, Gas and Consumable Fuels
6.50% (L + 5.50%)
8/20/2020
9/27/2024
5,342,482
4,954,097
5,259,833
2.1
%
Tronox Finance LLC (4)(7)
Chemicals
3.15% (L + 3.00%)
4/17/2020
9/14/2024
1,779,361
1,748,333
1,773,364
0.7
%
UGI Energy Services, LLC (7)
Oil, Gas and Consumable Fuels
3.90% (L + 3.75%)
4/27/2020
8/7/2026
992,443
918,793
996,165
0.4
%
Ultimate Software Group, The (7)
Software
4.75% (L + 4.00%)
6/18/2020
5/31/2026
997,500
983,667
1,004,243
0.4
%
Ultimate Software Group, The (7)
Software
3.90% (L + 3.75%)
2/28/2020
4/8/2026
4,456,131
4,433,707
4,460,075
1.8
%
Univision Communications Inc. (7)
Media
4.75% (L + 3.75%)
6/15/2020
3/13/2026
4,197,268
4,059,519
4,214,455
1.7
%
UOS, LLC (7)
Commercial Services and Supplies
4.40% (L + 4.25%)
2/19/2020
4/18/2025
4,593,053
4,584,727
4,605,018
1.8
%
US Radiology Specialists, Inc., (7)
Healthcare Providers and Services
6.25% (L + 5.50%)
12/11/2020
12/10/2027
4,000,000
3,920,333
3,983,740
1.6
%
U.S. Renal Care, Inc. (7)
Healthcare Providers and Services
5.15% (L + 5.00%)
4/8/2020
6/26/2026
3,969,849
3,776,648
3,957,126
1.6
%
U.S.I., Inc. (7)
Insurance
4.25% (L + 4.00%)
4/23/2020
12/2/2026
4,972,381
4,903,442
4,973,425
2.0
%
USIC Holdings, Inc. (7)
Construction and Engineering
4.00% (L + 3.00%)
2/26/2020
12/8/2023
1,980,066
1,972,057
1,989,144
0.8
%
Venator Materials LLC (4)(7)
Chemicals
3.15% (L + 3.00%)
4/17/2020
6/28/2024
1,984,615
1,814,166
1,957,327
0.8
%
VeriFone Systems, Inc. (7)
Commercial Services and Supplies
4.22% (L + 4.00%)
3/4/2020
8/20/2025
496,203
474,275
481,316
0.2
%
Verscend Holding Corp. (7)
Health Care Technology
4.65% (L + 4.50%)
3/6/2020
8/27/2025
4,162,491
4,133,385
4,168,735
1.6
%
VFH Parent LLC (4)(7)
Capital Markets
3.15% (L + 3.00%)
3/20/2020
6/1/2026
2,532,966
2,363,333
2,533,751
1.0
%
VM Consolidated Inc. (4)(7)
Transportation Infrastructure
3.40% (L + 3.25%)
2/28/2020
2/28/2025
967,824
961,310
960,972
0.4
%
WebMD Health Corp. (7)
Interactive Media and Services
4.75% (L + 3.75%)
6/11/2020
9/13/2024
4,979,987
4,917,305
4,979,987
2.0
%
White Cap Buyer LLC (7)
Construction Materials
4.50% (L + 4.00%)
10/8/2020
10/8/2027
3,000,000
2,970,582
3,003,120
1.2
%
Xplornet Communications Inc (7)
Wireless Telecommunication Services
4.90% (L + 4.75%)
5/29/2020
5/31/2027
3,482,500
3,319,234
3,501,218
1.4
%
Zelis Cost Management Buyer, Inc. (7)
Health Care Technology
4.90% (L + 4.75%)
3/2/2020
10/30/2026
4,841,125
4,831,550
4,860,296
1.9
%
Total First Lien Senior Secured
568,173,986
$
554,650,131
$
566,459,850
223.8
%
Second Lien Senior Secured (2)
Alphabet Holding Company, Inc. (7)
Food Products
7.90% (L + 7.75%)
5/14/2020
9/26/2025
2,050,000
1,920,126
2,046,925
0.8
%
Aptean Inc
Software
8.65% (L + 8.50%)
7/23/2020
4/23/2027
1,400,000
1,334,785
1,375,500
0.5
%
Aruba Investments, Inc. (7)
Chemicals
8.50% (L + 7.75%)
10/29/2020
10/27/2028
2,350,000
2,315,519
2,369,094
0.9
%
Asurion, LLC (7)
Diversified Consumer Services
6.65% (L + 6.50%)
3/31/2020
7/14/2025
2,939,394
2,895,326
2,968,053
1.2
%
Epicor Software Corporation (7)
Software
8.75% (L + 7.75%)
7/23/2020
7/31/2028
1,000,000
985,486
1,046,565
0.4
%
Informatica LLC (7)
Software
7.13%
2/14/2020
2/14/2025
1,000,000
995,486
1,020,750
0.4
%
Mitchell International, Inc.
Software
7.40% (L + 7.25%)
7/1/2020
11/20/2025
447,667
415,895
434,516
0.2
%
New Arclin US Holding Corp.
Chemicals
9.75% (L + 8.75%)
9/14/2020
2/14/2025
1,928,999
1,835,183
1,856,662
0.7
%
PowerTeam Services, LLC (5)
Construction and Engineering
8.25% (L + 7.25%)
5/12/2020
3/6/2026
4,810,000
4,351,841
4,457,259
1.8
%
18
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
Portfolio Company (3)
Industry
Interest
Rate
Acquisition
Date
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage of
Net Assets
Quest Software US Holdings Inc
Software
8.46% (L + 8.25%)
2/11/2020
5/18/2026
$1,597,000
$1,578,688
$1,523,538
0.6
%
SK Invictus Intermediate II S.a.r.l. (7)
Software
6.90% (L + 6.75%)
8/27/2020
2/13/2026
911,765
779,512
877,118
0.3
%
Total Second Lien Senior Secured
20,434,825
19,407,847
19,975,980
7.8
%
Collateralized Securities and Structured Products - Debt (2)
Barings CLO Ltd (4)
Structured Note
6.97% (L + 6.75%)
1/24/2020
1/20/2028
2,000,000
1,909,424
1,722,977
0.6
%
Babson CLO Ltd 2019-3A (4)
Structured Note
7.92% (L + 6.78%)
8/11/2020
4/20/2031
1,500,000
1,373,460
1,491,304
0.6
%
Beechwood Park CLO, Ltd (4)
Structured Note
7.72% (L + 7.50%)
7/27/2020
1/17/2033
1,750,000
1,699,298
1,767,605
0.7
%
Eaton Vance CLO 2019-1, Ltd. (4)
Structured Note
6.99% (L + 6.75%)
9/1/2020
4/15/2031
1,500,000
1,470,929
1,502,993
0.6
%
HPS Loan Management Series 15A-19 (4)
Structured Note
7.07% (L + 6.86%)
8/26/2020
7/22/2032
1,500,000
1,400,957
1,433,815
0.6
%
Magnetite XIV-R, Limited (4)
Structured Note
8.15% (L + 7.93%)
1/24/2020
10/18/2031
1,500,000
1,448,204
1,333,180
0.5
%
Magnetite Clo LTD (4)
Structured Note
2.37% (L + 2.15%)
4/2/2020
1/18/2028
1,000,000
832,569
972,288
0.4
%
Magnetite CLO Ltd 2015-16A (4)
Structured Note
6.72% (L + 6.50%)
8/11/2020
1/18/2028
1,000,000
779,579
890,000
0.4
%
Newark BSL CLO 1 Ltd (4)
Structured Note
3.22% (L + 3.00%)
4/6/2020
12/21/2029
500,000
382,142
498,394
0.2
%
Riserva CLO, LTD. (4)
Structured Note
5.85% (L + 3.45%)
4/2/2020
10/18/2028
1,000,000
829,883
997,964
0.4
%
TCI-Flatiron CLO Ltd (4)
Structured Note
3.91% (L + 3.70%)
4/2/2020
1/29/2032
1,000,000
811,343
1,004,981
0.4
%
Total Collateralized Securities and Structured Products - Debt
14,250,000
12,937,788
13,615,501
5.4
%
Total Debt Investments
602,858,811
$
586,995,766
$
600,051,331
237.0
%
Number of
Shares
Cost
Fair
Value
Percentage of
Net Assets
Short-Term
Investments
Fidelity
Investments Money Market Government Portfolio - Institutional Class, 0.01% (8)
53,104,869
53,104,869
53,104,869
21.0 %
Total
Short-Term Investments
53,104,869
$ 53,104,869
$ 53,104,869
21.0 %
Total
Investments
$ 640,100,635
$ 653,156,200
258.0 %
Liabilities
in Excess of Other Assets
(400,011,229 )
(158.0 )%
Net
Assets
$ 253,144,971
100.0 %
(1) The
amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments
using the effective interest method.
(2) Loan
contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be
determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include
one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime
Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(3) As
of December 31, 2020, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments
are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities
and does not have the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying
investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset
unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December
31, 2020, 15.5% of the Company’s total assets were in non-qualifying investments.
(5) Investments
or a portion of investments are unsettled as of December 31, 2020.
(6) As
of December 31, 2020, the tax cost of the Company’s investments approximates their amortized cost.
(7) Security
or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting
the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to
the consolidated financial statements).
(8) 7-day
effective yield as of December 31, 2020.
The
accompanying notes are an integral part of these consolidated financial statements.
19
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
1. Organization
Organization
Palmer
Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate
debt securities of privately held companies, including small to large private U.S. companies. The Company was organized as a Maryland
corporation on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940,
as amended (the “1940 Act”) and, beginning with its taxable year ending December 31, 2020, the Company has elected to be
treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1985, as amended (the
“Code”). The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”)
was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with BofA N.A. Palmer Square BDC Funding
II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells
Fargo, National Association.
The Company’s investment
objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus
is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities
and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit that typically owns corporate
debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives transactions,
which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to
hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and
market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants or
rights to acquire equity or other securities in connection with making a debt investment in a company. During the period January 23, 2020
(Commencement of Operations) through March 31, 2020 and the three months ended March 31, 2021, the Company did not invest in any derivative
contracts.
The
Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is
registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to
an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment
Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company
to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”).
The Company’s fiscal year ends on December 31.
The
Company has two wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s
revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing
the Company’s credit facility with Wells Fargo, National Association. These subsidiaries are consolidated in the financial statements
of the Company.
20
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
2. Significant Accounting Policies
The
following is a summary of significant accounting policies consistently followed by the Company in the preparation of its financial statements.
The Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting
Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies . The Company’s
functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency.
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) and pursuant to Regulation S-X.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements. Actual results could differ from those estimates.
Indemnifications
In
the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications.
The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.
Cash
and Cash Equivalents
Cash
is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original
maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
Debt
Issuance Costs
The
Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred
and amortized over the life of the related debt instrument. Debt issuance costs are presented on the consolidated statement of assets
and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount
recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported
on the consolidated statement of assets and liabilities as an asset until the debt liability is recorded. As of March 31, 2021, the balance
of deferred financing costs was $1.94 million, included in Credit Facility (as defined below), net of $413.5 million on the consolidated
statement of assets and liabilities. As of December 31, 2020, the balance of deferred financing costs was $2.1 million, included in Credit
Facility (as defined below), net of $393.2 million on the consolidated statement of assets and liabilities.
Income
Taxes
The
Company has elected to be treated as a RIC under Subchapter M of the Code, for the taxable year ending December 31, 2020. So long as
the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income
or capital gains that it distributes at least annually to its stockholders as dividends.
21
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
To
qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition,
to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90% of its “investment
company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital
gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must
distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals
and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October
31 in such calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were
not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends
and pay a 4% nondeductible U.S. federal excise tax on this income.
The
Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine
whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed
to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All
penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject
to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations
and interpretations thereof.
Interest
and Dividend Income Recognition
Interest
income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par
value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective
security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization
of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront
loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
Loans
are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued
interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized
as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored
to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current.
Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral
value and is in the process of collection.
Dividend
income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company
and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for
private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other
Income
From
time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the
Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are
recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment,
but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio
companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring
fees and possibly consulting and performance- based fees.
22
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Offering
Costs
Offering
costs in connection with the offering of common stock of the Company are capitalized as a deferred charge and amortized to expense on
a straight-line basis over 12 months from the commencement of operations, January 23, 2020. These expenses consist primarily of legal
fees and other costs incurred with Company’s share offerings, the preparation of the Company’s registration statement, and
registration fees.
Net
Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The
Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost
basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized
upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment
values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains
or losses are realized.
New
Accounting Pronouncements
In
March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects
of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions
for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting
certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities
as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated
financial statements.
23
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
3. Agreements and Related Party Transactions
Administration
Agreement
The
Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator
furnishes office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such
facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services,
which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to
stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and
publishing the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination
of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative
and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial
assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
Under
the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s
overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated
with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s
Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations
staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s
Sarbanes-Oxley internal control assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator
is reimbursed based on the services provided. The Administration Agreement has an initial term of two years and may be renewed with the
approval of the Company’s board of directors (the “Board”). The Administration Agreement may be terminated by either
party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its
functions, the Company pays the fees associated with such functions on a direct basis without any incremental profit to the Administrator.
In
addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bank Global Fund Services d.b.a U.S. Bancorp
Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain other administrative services.
The Company pays fees to U.S. Bancorp Fund Services, LLC pursuant to the sub-administration agreement. The Company has also engaged U.S.
Bank, National Association or its affiliates (“US Bank”) directly to serve as custodian, transfer agent, distribution paying
agent and registrar.
Investment
Advisory Agreement
The
Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment
Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company.
The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company.
In
return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and
paid quarterly in arrears at an annual rate of 2.00% of the average value of the weighted average (based on the number of shares outstanding
each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. For
the Company’s first quarter, the base management fee was calculated based on the weighted average of total net assets as of such
quarter-end. The base management fee for any partial quarter will be pro-rated based on the number of days actually elapsed in that quarter
relative to the total number of days in such quarter.
The
Investment Advisor, however, has agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during
any period prior to the listing of the Company’s common stock on a national securities exchange (a “Listing”). If a
Listing does not occur, such fee waiver will remain in place through liquidation of the Company. The Investment Advisor will not be permitted
to recoup any waived amounts at any time and the waiver may only be modified or terminated prior to a Listing with the approval of the
Board.
24
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Additionally,
pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing. Following a Listing,
the Investment Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive
fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most
recently completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the
Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in
more detail below. In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar
quarters are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter,
then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment.
The amount of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the
other hand, if the Company’s net investment income over the most recently completed and three preceding calendar quarters is equal
to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then
no adjustment to pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly
in arrears commencing with the first calendar quarter following a Listing. The Company will pay the Investment Advisor an Income Incentive
Fee with respect to its “adjusted net investment income” in each calendar quarter as follows:
●
no Income Incentive Fee
in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal
to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end of that quarter
(the “Hurdle Amount”);
●
100% of the Company’s
“adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if
any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly
basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter. The Catch-Up
Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted
net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in
any calendar quarter; and
●
for any calendar quarter
in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall
equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter.
“Adjusted
net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently
completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over
the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred
since the Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if
shorter, the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive
fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive
fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment,
origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding
fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the
base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding
preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case
of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments
with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that
the Company has not yet received in cash.
25
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
“Net
realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital
losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments
in such period. “Net investment income” in respect of the particular period means interest income, dividend income and any
other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that
the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period,
minus operating expenses for the particular (including the base management fee, the Income Incentive Fee, any expenses payable under
the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment
income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with
PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in
cash.
The
Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full
calendar quarter.
Note
4. Investments
The
following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31,
2021 and December 31, 2020:
March 31, 2021
December 31, 2020
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 592,119,671
$ 601,728,429
$ 554,650,131
$ 566,459,850
Second-lien senior secured debt
22,686,062
23,684,130
19,407,847
19,975,980
Collateralized securities and structured products - debt
11,324,589
11,946,720
12,937,788
13,615,501
Short-term investments
55,470,138
55,470,138
53,104,869
53,104,869
Total Investments
$ 681,600,460
$ 692,829,417
$ 640,100,635
$ 653,156,200
As
of March 31, 2021, approximately 16.2% of the investment portfolio at amortized cost and 16.4% of the investment portfolio measured at
fair value, respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment companies. As of December
31, 2020, approximately 17% of the investment portfolio at amortized cost and 17.2% of the investment portfolio measured at fair value,
respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment companies. With respect to the
Company’s total assets, 14.4% and 15.5% of the Company’s total assets were in non-qualifying assets as defined by Section
55(a) of the 1940 Act as of March 31, 2021 and December 31, 2020, respectively.
26
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
The
industry composition of investments based on fair value, as a percentage of total investments at fair value, as of March 31, 2021
and December 31, 2020 was as follows:
March 31,
2021
December 31,
2020
Software
14.5 %
13.3 %
Healthcare Providers and Services
12.2 %
12.0 %
Cash and cash equivalents
8.0 %
8.1 %
Insurance
6.7 %
7.7 %
Media
4.5 %
4.4 %
Professional Services
4.3 %
4.4 %
IT Services
3.8 %
3.1 %
Diversified Consumer Services
3.5 %
3.2 %
Diversified Financial Services
3.4 %
3.7 %
Independent Power and Renewable Electricity Producers
2.9 %
3.2 %
Commercial Services and Supplies
2.9 %
2.8 %
Hotels, Restaurants and Leisure
2.8 %
3.6 %
Health Care Technology
2.4 %
2.3 %
Specialty Retail
2.2 %
2.4 %
Chemicals
2.1 %
1.8 %
Containers and Packaging
2.0 %
2.4 %
Construction and Engineering
2.0 %
2.2 %
Interactive Media and Services
2.0 %
1.5 %
Structured Note
1.7 %
2.1 %
Food Products
1.6 %
1.2 %
Metals and Mining
1.5 %
1.3 %
Building Products
1.5 %
1.1 %
Diversified Telecommunication Services
1.4 %
2.2 %
Oil, Gas and Consumable Fuels
1.2 %
1.7 %
Aerospace and Defense
1.2 %
0.7 %
Pharmaceuticals
0.9 %
1.0 %
Electric Utilities
0.8 %
0.8 %
Leisure Products
0.7 %
0.8 %
Healthcare Equipment and Supplies
0.6 %
1.1 %
Wireless Telecommunication Services
0.6 %
0.9 %
Construction Materials
0.6 %
0.6 %
Electronic Equipment, Instruments and Components
0.6 %
0.0 %
Internet and Direct Marketing Retail
0.5 %
0.5 %
Airlines
0.5 %
0.0 %
Auto Components
0.5 %
0.0 %
Consumer Finance
0.5 %
0.0 %
Real Estate Investment Trusts (REITs)
0.3 %
0.3 %
Textiles, Apparel and Luxury Goods
0.3 %
0.3 %
Personal Products
0.2 %
0.0 %
Capital Markets
0.1 %
0.4 %
Technology Hardware, Storage and Peripherals
0.0 %
0.5 %
Energy Equipment and Services
0.0 %
0.3 %
Transportation Infrastructure
0.0 %
0.1 %
Total
100.0 %
100.0 %
27
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
5. Fair Value of Investments
Fair
value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly
transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that
valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
Inputs
refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.
Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in
pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are
inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information
available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the
investment as of the measurement date. The three levels are defined as follows:
Level
1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level
2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly
observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately
held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered
directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level
3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments
in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required
to be categorized in the fair value hierarchy. As of each of March 31, 2021 and December 31, 2020, there were no investments accounted
for using the practical expedient.
The
inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s
assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt
and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose
inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar
investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings
before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information
or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding
nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no
additional corroborating evidence.
Pricing
inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent
the amounts that may eventually be realized from sales or other dispositions of investments.
A
financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.
28
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
The
following table presents the fair value hierarchy of investments as of March 31, 2021:
Fair Value Hierarchy as of March 31, 2021
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 601,728,429
$ -
$ 601,728,429
Second-lien senior secured debt
-
23,684,130
-
23,684,130
Collateralized securities and structured products - debt
-
11,946,720
-
11,946,720
Short Term Investments
55,470,138
-
-
55,470,138
Total Investments
$ 55,470,138
$ 637,359,279
$ -
$ 692,829,417
The
following table presents the fair value hierarchy of investments as of December 31, 2020:
Fair Value Hierarchy as of December 31, 2020
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 566,459,850
$ -
$ 566,459,850
Second-lien senior secured debt
-
19,975,980
-
19,975,980
Collateralized securities and structured products - debt
-
13,615,501
-
13,615,501
Short Term Investments
53,104,869
-
-
53,104,869
Total Investments
$ 53,104,869
$ 600,051,331
$ -
$ 653,156,200
For
the three months ended March 31, 2021 and December 31, 2020, the Company did not recognize any transfers to or from Level 3.
Debt
Not Carried at Fair Value
The
fair value of the Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of March 31, 2021, approximates
its carrying value because the Credit Facility has variable interest based on selected short term rates.
29
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
6. Borrowings
In
accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as
defined in the 1940 Act, are at least 150% after such borrowing. As of March 31, 2021, the Company’s asset coverage ratio was 164%.
Bank
of America Credit Facility
On
February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”)
entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”),
BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager,
pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “Credit Facility”).
Under
the Credit Facility, which matures on February 18, 2023, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount
up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the Credit Facility was $200.0 million as
of the closing date of the Credit Agreement and increased to $400.0 million on the one-month anniversary of the closing date, and further
increased to $475.0 million on October 12, 2020. The Borrowers’ ability to draw under the Credit Facility is scheduled to terminate
on February 11, 2023. All amounts outstanding under the Credit Facility are required to be repaid by February 18, 2023. As the Company
raises additional capital, we may enter into additional credit agreements to expand our borrowing capacity.
Debt
obligations consisted of the following as of March 31, 2021:
March 31, 2021
Aggregate
Principal
Committed
Outstanding
Principal
Amount Available (1)
Net Carrying
Value (2)
Credit Facility
$ 475,000,000
$ 415,000,000
$ 60,000,000
$ 413,491,056
Total debt
$ 475,000,000
$ 415,000,000
$ 60,000,000
$ 413,491,056
(1) The amount available reflects any limitations related to the Credit Facility’s borrowing
base.
(2) The carrying value of the Credit Facility is presented net of deferred financing costs of
$1.943 million.
Debt
obligations consisted of the following as of December 31, 2020:
December 31, 2020
Aggregate
Principal
Committed
Outstanding
Principal
Amount Available (1)
Net Carrying
Value (2)
Credit Facility
$ 475,000,000
$ 395,000,000
$ 80,000,000
$ 393,152,103
Total debt
$ 475,000,000
$ 395,000,000
$ 80,000,000
$ 393,152,103
(1) The amount available reflects any limitations related to the Credit Facility’s borrowing
base.
(2) The carrying value of the Credit Facility is presented net of deferred financing costs
of $2.122 million.
30
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Average
debt outstanding during the three months ended March 31, 2021, and the period January 23, 2020 (Commencement of Operations) through March
31, 2020, was $398.3 million and $13.0 million, respectively.
The
loans under the Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the base
rate plus 1.30%, and the eurocurrency rate loans will bear interest at 1-month or 3-month LIBOR plus 1.30%. The “base rate”
will be equal to the highest of (a) the federal funds rate plus ½ of 1%, (b) the prime rate, and (c) 1-month or 3-month LIBOR.
The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant to base rate loans is
payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the
Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments
during the first five months following the closing of the Credit Facility, and, thereafter, 1.80% for any unused Commitments above 70%
of the total Commitments. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets
ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts)
(as each such term is defined in the Credit Agreement).
For the three months ended March 31, 2021 and the period January 23,
2020 (Commencement of Operations) through March 31, 2020, the components of interest expense with respect to the Credit Facility were
as follows:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Interest expense
$ 1,492,513
$ 202,715
Amortization of debt issuance costs
128,584
37,151
Total interest expense
$ 1,621,097
$ 239,866
Average interest rate
1.43 %
2.15 %
PS
BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the
Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with
various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Credit
Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Credit Agreement may be accelerated
upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding
or if the Investment Advisor ceases to serve as investment adviser to the Company.
Wells
Fargo Credit Facility
On
December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding
II” and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan
Agreement”) with certain financial institutions as lenders (“WF Lenders”), Wells Fargo Bank, National Association as
the administrative agent (“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and Custodian,
pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
31
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Under
the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate
amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $150.0 million
as of the closing date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate
on December 18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
As of both March 31, 2021 and December 31, 2020, we had no principal
outstanding and $150 million of available Commitments under the WF Credit Facility.
The
loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless
such rate is unavailable, in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will
bear interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate,
as applicable, plus 2.35%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1% and
(b) the prime rate. The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly,
as determined by WFB as the administrative agent. The WF Loan Agreement requires the payment of a non-usage fee of (x) 0.50% multiplied
by daily unused Facility Amounts during the first six months following the closing of the WF Credit Facility, (y) 0.50% multiplied by
the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference
between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero between six and twelve months following the closing
of the WF Credit Facility, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the
Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility
Amount and (ii) zero. Such fee is payable quarterly in arrears. The applicable percentage for PS BDC Funding II’s Eligible Loans
ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
For the three months ended March 31, 2021, the components of interest
expense with respect to the WF Credit Facility were as follows:
For the Three Months Ended March 31, 2021
Interest expense
$ 187,500
Amortization of debt issuance costs
50,074
Total interest expense
$ 237,574
PS
BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF
Credit Facility. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply
with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF
Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Loan Agreement may be accelerated
upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding
II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly
or indirectly own a majority of the membership interests of the Investment Advisor.
32
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
7. Share Transactions
Offering
Proceeds
During the three months ended March 31, 2021 and the period January
23, 2020 (Commencement of Operations) through March 31, 2020, the Company issued and sold 213,867 shares at an aggregate purchase price
of $4.3 million and 11,383,139 shares at an aggregate purchase price of $217.5 million, respectively. These amounts include shares
issued in reinvestment.
Distribution
Reinvestment Plan
The
Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf
of the Company’s stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes,
and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s
dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s
common stock, rather than receiving cash dividends and distributions.
Prior
to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan.
The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing
the cash value of the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
After
a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares
are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the
open market in connection with the implementation of the dividend reinvestment plan. The number of newly issued shares to be issued to
a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price
per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment
date. Shares purchased in open market transactions by US Bank, the plan administrator and the Company’s transfer agent, registrar
and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges
or other charges, of all shares of the Company’s common stock purchased with respect to the dividend.
A
registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received
by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account
for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and
hold such shares in non-certificated form.
There
will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be
paid by the Company.
Stockholders
who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax
consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s
cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends.
A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the
Company will generally be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend
or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are
credited to the U.S. stockholder’s account.
Participants
may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating
the participant’s account under the plan to US Bank. The plan may be terminated by the Company upon notice in writing mailed to
each participant at least 30 days prior to any record date for the payment of any dividend by the Company.
If
participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant
under the plan to be delivered to the participant. If an investor holds common stock with a brokerage firm that does not participate
in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different terms
than those described above.
33
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
8. Commitments and Contingencies
As
of March 31, 2021 and December 31, 2020, the Company had an aggregate of $1.9 million and $1.3 million, respectively, of unfunded commitments
to provide debt financing to its portfolio companies. As of each of March 31, 2021 and December 31, 2020, there were no capital calls
or draw requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s
discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees,
elements of credit risk in excess of the amount recognized in the Company’s consolidated statement of assets and liabilities and
are not reflected in the Company’s consolidated statement of assets and liabilities.
A
summary of the composition of the unfunded commitments as of March 31, 2021 is shown in the table below:
Expiration
Date (1)
As of
March 31,
2021
HAH Group Holding Company LLC
10/28/2027
$ 448,276
LBM Acquisition LLC
12/18/2027
272,727
OneDigital Borrower LLC
11/16/2027
539,063
National Mentor Holdings, Inc.
2/18/2028
625,364
Total unfunded commitments
$ 1,885,430
(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance
with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan
expires, which may be shorter than its maturity.
A
summary of the composition of the unfunded commitments as of December 31, 2020 is shown in the table below:
Expiration
Date (1)
As of
December 31,
2020
HAH Group Holding Company LLC
10/28/2027
$ 448,276
LBM Acquisition LLC
12/18/2027
272,727
OneDigital Borrower LLC
11/16/2027
539,063
Total unfunded commitments
$ 1,260,066
(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance
with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan
expires, which may be shorter than its maturity.
From
time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of March
31, 2021, management is not aware of any pending or threatened litigation.
34
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
9. Earnings Per Share
In
accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed
by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially
dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As
of March 31, 2021, there were no dilutive shares.
The
following table sets forth the computation of basic and diluted earnings per share of common stock for the three months ended March 31,
2021 and the period January 23, 2020 (Commencement of Operations) through March 31, 2020:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Net increase (decrease) in net assets resulting from operations
$ 5,343,992
$ (33,528,936 )
Weighted average shares of common stock outstanding -
basic and diluted
12,750,246
6,567,893
Earnings (loss) per share of common stock - basic and diluted
$ 0.42
$ (5.10 )
35
Palmer
Square Capital BDC Inc.
Notes
to Consolidated Financial Statements (Unaudited)
Note
10. Financial Highlights
The
following per share of common stock data has been derived from information provided in the unaudited financial statements. The following
is a schedule of financial highlights for the three months ended March 31, 2021 and the period January 23, 2020 (Commencement of Operations)
through March 31, 2020:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Per Common Share Operating Performance
Net Asset Value, Beginning of Period
$ 20.15
$ 20.00
Results of Operations:
Net Investment Income (1)
0.47
0.04
Net Realized and Unrealized Gain (Loss) on Investments (1)(4)
(0.05 )
(3.88 )
Net Increase (Decrease) in Net Assets Resulting from Operations
0.42
(3.84 )
Net Asset Value, End of Period
$ 20.57
$ 16.16
Shares Outstanding, End of Period
12,776,672
11,383,139
Ratio/Supplemental Data
Net assets, end of period
$ 262,798,884
$ 183,927,564
Weighted-average shares outstanding
12,750,246
6,567,893
Total Return (3)
3.65 %
(19.20 %)
Portfolio turnover
22 %
3 %
Ratio of operating expenses to average net assets without waiver (2)
5.91 %
5.30 %
Ratio of operating expenses to average net assets with waiver (2)
5.66 %
5.05 %
Ratio of net investment income (loss) to average net assets without waiver (2)
9.14 %
0.80 %
Ratio of net investment income (loss) to average net assets with waiver (2)
9.39 %
1.05 %
(1)
The per common share data was derived by using weighted average shares outstanding.
(2)
The ratios reflect an annualized amount.
(3)
Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions
per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.
(4)
Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in
net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period.
Note
11. Subsequent Events
The
Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included
herein. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements except
for the following:
On April 1, 2021, the Company issued and sold 207,806 shares of its
common stock at an aggregate purchase price of $4,274,574. The issuance of the shares of common stock was exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
36
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other
financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,”
“us,” “our,” or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking
Statements
This
quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and
other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but
rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments,
our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,”
“plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “could,” “should,” “targets,” “projects,” and variations of these
words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause
actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
●
our future operating results;
●
our business prospects
and the prospects of our portfolio companies;
●
changes in political, economic
or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes
from the impact of the novel coronavirus (SARS-CoV-2) and related respiratory disease (“COVID-19”) pandemic;
●
the ability of Palmer
Square BDC Advisor LLC (our “Investment Advisor”) to locate suitable investments for us and to monitor and administer
our investments;
●
the ability of the Investment
Advisor and its affiliates to attract and retain highly talented professionals;
●
risk associated with possible
disruptions in our operations or the economy generally;
●
the timing of cash flows,
if any, from the operations of the companies in which we invest;
●
the ability of the companies
in which we invest to achieve their objectives, including as a result of the current COVID-19 pandemic;
●
our ability to continue
to effectively manage our business due to the disruptions caused by the current COVID-19 pandemic;
●
the dependence of our future
success on the general economy and its effect on the industries in which we invest;
●
our ability to maintain
our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”)
under the Internal Revenue Code of 1986, as amended (the “Code”);
●
the use of borrowed money
to finance a portion of our investments;
●
the adequacy, availability
and pricing of our financing sources and working capital;
●
actual or potential conflicts
of interest with the Investment Advisor and its affiliates;
37
●
our contractual arrangements
and relationships with third parties;
●
the current economic downturn,
interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and
●
the risks, uncertainties
and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.
Although
we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove
to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these
and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not
be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described
or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should
not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q.
Moreover, we assume no duty and do not undertake to update the forward-looking statements.
Overview
We
are a financial services company that primarily lends to and invests in corporate debt securities of privately held companies, including
small to large private U.S. companies. We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally
managed, non-diversified closed-end management investment company. We have elected to be regulated as a BDC under the Investment Company
Act of 1940, as amended (the “1940 Act”) and, beginning with our taxable year ending December 31, 2020, we have elected to
be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually thereafter.
We
are externally managed by the Investment Advisor, an investment adviser that is registered with the Securities and Exchange Commission
(the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”), pursuant to an investment advisory
agreement between us and the Investment Advisor (the “Advisory Agreement”). Subject to the supervision of our Board of Directors
(the “Board”), a majority of which is made up of directors who are not “interested persons” as defined in Section
2(a)(19) of the 1940 Act (the “Independent Directors”), our Investment Advisor manages our day-to-day operations and provides
us with investment advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator,
provides the administrative services necessary for us to operate pursuant to an administration agreement between us and the Administrator
(the “Administration Agreement”). The Administrator has entered into a sub-administration agreement to delegate certain administrative
functions to U.S. Bancorp Fund Services, LLC. Our Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management
LLC (“Palmer Square”), which is a privately-held firm specializing in global alternative (non-traditional) investments with
a total return orientation.
Our
investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment
focus is guided by two strategies that facilitate our investment opportunities and core competencies: (1) investing in corporate debt
securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit that typically
owns corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, we may enter into derivatives
transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors
to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market
interest rates or to earn income and enhance our total returns. We may also receive or purchase warrants or rights to acquire equity
or other securities in connection with making a debt investment in a company. We may also invest in other strategies and opportunities
from time to time that we view as attractive. We will continue to evaluate other investment strategies in the ordinary course of business
with no specific top-down allocation to any single investment strategy.
38
Revenues
We
generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments.
Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR. Interest
on debt securities is generally payable quarterly or semi-annually. In some instances, we receive payments on our debt investments based
on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their
scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our
portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination,
amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our
primary operating expenses include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion
of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket
costs and expenses of our operations and transactions, including:
●
interest expense and other
costs associated with our indebtedness;
●
the cost of calculating
our net asset value, including the cost of any third-party valuation services;
●
the cost of effecting sales
and repurchases of shares of our common stock and other securities;
●
fees payable to third parties
relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs
and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
●
transfer agent and custodial
fees;
●
operating costs incurred
prior to the commencement of our operations;
●
out-of-pocket fees and
expenses associated with marketing efforts;
●
federal and state registration
fees and any stock exchange listing fees;
●
U.S. federal, state and
local taxes;
●
Independent Directors’
fees and expenses;
●
brokerage commissions and
markups;
●
fidelity bond, directors’
and officers’ liability insurance and other insurance premiums;
●
direct costs, such as printing,
mailing, long distance telephone and staff;
●
fees and expenses associated
with independent audits and outside legal costs;
●
costs associated with our
reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
●
other expenses incurred
by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that
will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses.
39
Portfolio
and Investment Activity
As of March 31, 2021, our weighted average total yield to maturity
of debt and income producing securities at fair value was 5.22%, and our weighted average total yield to maturity of debt and income producing
securities at amortized cost was 5.70%.
As
of December 31, 2020, our weighted average total yield to maturity of debt and income producing securities at fair value was 4.96%, and
our weighted average total yield to maturity of debt and income producing securities at amortized cost was 5.49%.
As
of March 31, 2021, we had 208 debt and private investments in 188 portfolio companies with an aggregate fair value of approximately $637.4
million.
As
of December 31, 2020, we had 202 debt and private investments in 181 portfolio companies with an aggregate fair value of approximately
$600.1 million.
Our
investment activity for the three months ended March 31, 2021 and the period January 23, 2020 (Commencement of Operations) through March
31, 2020 is presented below (information presented herein is at amortized cost unless otherwise indicated).
40
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
New investments:
Gross investments
$ 173,070,820
$ 358,449,330
Less: sold investments
(135,386,655 )
(4,528,891 )
Total new investments
37,684,165
353,920,439
Principal amount of investments funded:
First-lien senior secured debt investments
$ 165,098,320
$ 342,116,877
Second-lien senior secured debt investments
7,972,500
9,075,578
Corporate Bonds
-
-
Collateralized securities and structured products - debt
-
7,256,875
Total principal amount of investments funded
173,070,820
358,449,330
Principal amount of investments sold:
First-lien senior secured debt investments
133,386,655
4,528,891
Second-lien senior secured debt investments
-
-
Corporate Bonds
-
-
Collateralized securities and structured products - debt
2,000,000
-
Total principal amount of investments sold or repaid
135,386,655
4,528,891
Number of new investment commitments
65
146
Average new investment commitment amount
$ 2,958,461
$ 2,425,777
Weighted average maturity for new investment commitments
5.68 years
5.36 years
Percentage of new debt investment commitments at floating rates
100.00 %
99.72 %
Percentage of new debt investment commitments at fixed rates
0.00 %
0.28 %
Weighted average interest rate of new investment commitments
4.60 %
4.88 %
Weighted average spread over LIBOR of new floating rate investment commitments
3.97 %
3.64 %
Weighted average interest rate on investment sold or paid down
3.99 %
3.55 %
As
of March 31, 2021 and December 31, 2020, our investments consisted of the following:
March 31, 2021
December 31, 2020
Amortized
Fair
Amortized
Fair
Investments:
Cost
Value
Cost
Value
First-lien senior secured debt
$ 592,119,671
$ 601,728,429
$ 554,650,131
$ 566,459,850
Second-lien senior secured debt
22,686,062
23,684,130
19,407,847
19,975,980
Collateralized securities and structured products - debt
11,324,589
11,946,720
12,937,788
13,615,501
Short-term investments
55,470,138
55,470,138
53,104,869
53,104,869
Total Investments
$ 681,600,460
$ 692,829,417
$ 640,100,635
$ 653,156,200
41
The
table below describes investments by industry composition based on fair value as of March 31, 2021 and December 31, 2020:
March 31,
2021
December 31,
2020
Software
14.5 %
13.3 %
Healthcare Providers and Services
12.2 %
12.0 %
Cash and cash equivalents
8.0 %
8.1 %
Insurance
6.7 %
7.7 %
Media
4.5 %
4.4 %
Professional Services
4.3 %
4.4 %
IT Services
3.8 %
3.1 %
Diversified Consumer Services
3.5 %
3.2 %
Diversified Financial Services
3.4 %
3.7 %
Independent Power and Renewable Electricity Producers
2.9 %
3.2 %
Commercial Services and Supplies
2.9 %
2.8 %
Hotels, Restaurants and Leisure
2.8 %
3.6 %
Health Care Technology
2.4 %
2.3 %
Specialty Retail
2.2 %
2.4 %
Chemicals
2.1 %
1.8 %
Containers and Packaging
2.0 %
2.4 %
Construction and Engineering
2.0 %
2.2 %
Interactive Media and Services
2.0 %
1.5 %
Structured Note
1.7 %
2.1 %
Food Products
1.6 %
1.2 %
Metals and Mining
1.5 %
1.3 %
Building Products
1.5 %
1.1 %
Diversified Telecommunication Services
1.4 %
2.2 %
Oil, Gas and Consumable Fuels
1.2 %
1.7 %
Aerospace and Defense
1.2 %
0.7 %
Pharmaceuticals
0.9 %
1.0 %
Electric Utilities
0.8 %
0.8 %
Leisure Products
0.7 %
0.8 %
Healthcare Equipment and Supplies
0.6 %
1.1 %
Wireless Telecommunication Services
0.6 %
0.9 %
Construction Materials
0.6 %
0.6 %
Electronic Equipment, Instruments and Components
0.6 %
0.0 %
Internet and Direct Marketing Retail
0.5 %
0.5 %
Airlines
0.5 %
0.0 %
Auto Components
0.5 %
0.0 %
Consumer Finance
0.5 %
0.0 %
Real Estate Investment Trusts (REITs)
0.3 %
0.3 %
Textiles, Apparel and Luxury Goods
0.3 %
0.3 %
Personal Products
0.2 %
0.0 %
Capital Markets
0.1 %
0.4 %
Technology Hardware, Storage and Peripherals
0.0 %
0.5 %
Energy Equipment and Services
0.0 %
0.3 %
Transportation Infrastructure
0.0 %
0.1 %
Total
100.0 %
100.0 %
42
The
table below shows the weighted average yields and interest rate of our debt investments at fair value as of March 31, 2021 and December
31, 2020:
March 31,
2021
December 31,
2020
Weighted average total yield of debt and income producing securities
5.22 %
4.96 %
Weighted average interest rate of debt and income producing securities
4.62 %
4.73 %
Weighted average spread over LIBOR of all floating rate investments
4.06 %
4.14 %
Results
of Operations
The
following table represents the operating results for the three months ended March 31, 2021 and the period January 23, 2020 (Commencement
of Operations) through March 31, 2020:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Total investment income
$ 9,674,876
$ 1,453,148
Less: Net expenses
3,637,128
1,202,558
Net investment income
6,037,748
250,590
Net realized gains (losses) on investments
1,132,657
218,390
Net change in unrealized gains (losses) on investments
(1,826,413 )
(33,997,916 )
Net
increase (decrease) in net assets resulting from operations
$ 5,343,992
$ (33,528,936 )
Investment
Income
Investment
income for the three months ended March 31, 2021 and the period January 23, 2020 (Commencement of Operations) through March 31, 2020,
was as follows:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Interest from investments
$ 9,403,436
$ 1,269,605
Dividend income
1,404
183,543
Other income
270,036
-
Total investment income
$ 9,674,876
$ 1,453,148
43
For
the three months ended March 31, 2021, total investment income was driven by interest income from our investments. For the period January
23, 2020 (Commencement of Operations) through March 31, 2020, total investment income was driven by our deployment of capital and interest
income from our investments. The size of our investment portfolio at fair value increased from $0.00 as of January 23, 2020 to $320.2
million as of March 31, 2020. The size of our investment portfolio at fair value increased from $600.1 million as of December 31, 2020
to $637.4 million as of March 31, 2021. All investments were income producing, and there were no loans on non-accrual status as of March
31, 2021.
Expenses
Operating
expenses for the three months ended March 31, 2021 and the period January 23, 2020 (Commencement of Operations) through March 31, 2020,
was as follows:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Interest and debt financing expenses
$ 1,858,671
$ 239,866
Management fees
1,286,262
474,678
Other operating expenses
633,252
409,103
Initial organization
-
122,199
Directors fees
19,726
16,047
Management fee waiver
(160,783 )
(59,335 )
Net expenses
$ 3,637,128
$ 1,202,558
Net expenses for the three months ended March 31, 2021 were $3.6 million,
which consisted of $1.3 million in management fees, $633 thousand in other operating expenses, $20 thousand in directors fees, and $1.9
million in interest and debt financing offset by $161 thousand in management fee waiver from the Investment Advisor.
Net expenses for the period from January 23, 2020 (Commencement of
Operations) through March 31, 2020 were $1.2 million which consisted of $475 thousand in management fees, $122 thousand in initial organization
expenses, $409 thousand in other operating expense, $16 thousand in directors fees, and $240 thousand in interest and debt financing offset
by $59 thousand in management fee waiver from the Investment Advisor.
Net
Unrealized Gains (Losses) on Investments
We
fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three
months ended March 31, 2021 and the period January 23, 2020 (Commencement of Operations) through March 31, 2020, net unrealized gains
(losses) on our investment portfolio were comprised of the following:
For the Three
Months Ended
March 31,
2021
For the Period
January 23,
2020
(Commencement of Operations) through
March 31,
2020
Unrealized gains on investments
$ 3,993,239
$ 3,306,754
Unrealized (losses) on investments
(5,819,652 )
(37,304,670 )
Net change in unrealized gains (losses) on investments
$ (1,826,413 )
$ (33,997,916 )
44
The change in unrealized appreciation (depreciation) for the three
months ended March 31, 2021 and the period from January 23, 2020 (Commencement of Operations) through March 31, 2020 totaled $(1.8) million
and $(34.0) million, respectively. For the three months ended March 31, 2021, this consisted of net unrealized appreciation of $(0.5)
million related to existing portfolio investments and unrealized appreciation of $1.8 million related to new portfolio investments, and
net unrealized appreciation of $(3.1) million related to exited portfolio investments (a portion of which has been reclassified to realized
gains). The change in net unrealized depreciation for the period from January 23, 2020 (Commencement of Operations) through March 31,
2020 was related to the appreciation of our investments in Tex Operations Company LLC and Froneri International Limited, and the depreciation
of our investments in Prairie ECI Acquiror LP.
Financial
Condition, Liquidity and Capital Resources
We
anticipate cash to be generated from the private offering of our common stock and other future offerings of securities (including an
initial public offering), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents,
U.S. government securities and other high-quality debt investments that mature in one year or less. Additionally, we are permitted, under
specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage,
as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise
equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while
any indebtedness and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the
repurchase of shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection
with borrowings, our lenders, including under the Credit Facility and the WF Credit Facility (each as defined below), may require us
to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may
ask us to comply with positive or negative covenants that could have an effect on our operations.
During
the three months ended March 31, 2021, we experienced a net increase in cash and cash equivalents of $480 thousand. During the period,
net cash used in operating activities was $20.1 million, primarily as a result of fundings of portfolio investments (excluding investments
in short-term money market funds) of $172.2 million, partially offset by proceeds received from sale of investments of $134.6 million.
We invested in short-term money market funds during the period, and as of the end of the period we held $55.5 million in fair value of
short-term money market funds. During the same period, net cash provided by financing activities was $20.6 million, primarily consisting
of $20.2 million of net borrowing under the Credit Facility and proceeds from the issuance of common stock of $2.0 million.
During the period January 23, 2020 (Commencement of Operations) through
March 31, 2020, we experienced a net increase in cash and cash equivalents of $165 thousand. During the period, net cash used in operating
activities was $301.2 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market
funds) of $469.7 million, partially offset by proceeds received from sale of investments of $115.8 million. We invested in short-term
money market funds during the period, and as of the end of the period we held $149.5 million in fair value of short-term money market
funds. During the same period, net cash provided by financing activities was $301.3 million, primarily consisting of $85.2 million of
net borrowing under the Credit Facility and proceeds from the issuance of common stock of $217.5 million.
As of March 31, 2021 and March
31, 2020, we had cash and cash equivalents of $1.2 million and $0.2 million, respectively. As of March 31, 2021, we had $415 million principal
outstanding under the Credit Facility and no principal outstanding under the WF Credit Facility. As of March 31, 2020, we had approximately
$85.0 million principal outstanding under the Credit Facility and had not entered into the WF Credit Facility and therefore had no principal
outstanding under the WF Credit Facility.
During the three months ended March 31, 2021 and the period January
23, 2020 (Commencement of Operations) through March 31, 2020, we had aggregate capital commitments and undrawn capital commitments from
investors as follows:
For the Three Months Ended March 31, 2021
For the Period January 23, 2020 (Commencement of Operations) through March 31, 2020
Capital Commitments
Unfunded Capital Commitments (1)
% of Capital Commitments Funded
Capital Commitments
Unfunded Capital Commitments
% of Capital Commitments Funded
Common stock
$
6,302,274
$
4,274,574
32
%
$
217,445,117
$
-
100
%
(1) 100% of the unfunded commitments were drawn down in April 2021.
As
a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of
our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot
incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do
so. As of March 31, 2021, our asset coverage ratio was 164%.
45
Capital
Contributions
During the three months ended March 31, 2021 and the period January
23, 2020 (Commencement of Operations) through March 31, 2020, the Company issued and sold 213,867 shares at an aggregate purchase price
of $4.3 million and 11,383,139 shares at an aggregate purchase price of $217.5 million, respectively. These amounts include shares
issued in reinvestment.
Financing
Arrangements
Bank
of America Credit Facility
On
February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding I LLC (“PS BDC Funding”
and together with the Company, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with
certain financial institutions as lenders (the “Lenders”), Bank of America, N.A. as the administrative agent (“BofA
N.A.”) and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the
Lenders agreed to provide the Company with a revolving line of credit (the “Credit Facility”).
Under
the Credit Facility, which matures on February 18, 2023, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount
up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the Credit Facility was $200.0 million as
of the closing date of the Credit Agreement and increased to $400.0 million on the one-month anniversary of the closing date, and further
increased to $475.0 million on October 12, 2020. The Borrowers’ ability to draw under the Credit Facility is scheduled to terminate
on February 11, 2023. All amounts outstanding under the Credit Facility are required to be repaid by February 18, 2023.
The
loans under the Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the
base rate plus 1.30%, and the eurocurrency rate loans will bear interest at the London Interbank Offered Rate (“LIBOR”)
plus 1.30%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the prime
rate and (c) LIBOR. The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant
to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or
monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment
fee of 0.50% for unused Commitments during the first five months following the closing of the Credit Facility, and, thereafter,
1.80% for any unused Commitments above 70% of the total Commitments. Such fee is payable quarterly in arrears. The advance rate
for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans
that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
PS
BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the
Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with
various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the Credit
Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Credit Agreement may be accelerated
upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding
or if the Investment Advisor ceases to serve as investment adviser to the Company.
As
of March 31, 2021, we had approximately $415 million principal outstanding and $60 million of available Commitments under the Credit
Facility, and PS BDC Funding was in compliance with the applicable covenants in the Credit Facility on such date.
46
Wells
Fargo Credit Facility
On
December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding
II” and together with the Company, the “WF Borrowers”), entered into a Loan and Security Agreement (the “Loan
Agreement”) with certain financial institutions as lenders (the “WF Lenders”), Wells Fargo Bank, National Association
as the administrative agent (“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and
Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
Under
the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate
amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $150.0 million
as of the closing date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate
on December 18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
The
loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless
such rate is unavailable, in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will
bear interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate,
as applicable, plus 2.35%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1% and
(b) the prime rate. The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly,
as determined by the WFB as the administrative agent. The WF Loan Agreement requires the payment of a non-usage fee of (x) 0.50% multiplied
by daily unused Facility Amounts during the first six months following the closing of the WF Credit Facility, (y) 0.50% multiplied by
the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference
between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero between six and twelve months following the closing
of the WF Credit Facility, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the
Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility
Amount and (ii) zero. Such fee is payable quarterly in arrears. The applicable percentage for PS BDC Funding II’s Eligible Loans
ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
PS
BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under
the WF Credit Facility. Both the Company and PS BDC Funding II have made customary representations and warranties and are required
to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing
under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Loan
Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a
change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if
Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
As
of March 31, 2021, we had no principal outstanding and $150 million of available Commitments under the WF Credit Facility.
Distribution
Policy
To
the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if
any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.
47
Beginning
with our taxable year ending December 31, 2020 we have elected to be treated as a RIC under the Code, and we expect to qualify as a RIC
annually thereafter. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in
respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains
in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction
for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders
in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain
deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net
income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and
(3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which
we previously paid no U.S. federal income tax. Under certain applicable provisions of the Code and U.S. Treasury regulations, distributions
payable in cash or in shares of stock at the election of the stockholders are treated as taxable dividends. The Internal Revenue Service
has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to
no more than 20% of the total distribution. Under this guidance if too many stockholders elect to receive their distributions in cash,
the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution
paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in its stock, taxable stockholders
receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock,
or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a
capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result,
a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells
the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the
dividend, depending on the value of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, the Company
may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is
payable in stock.
We
currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any,
at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital
gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions
to our stockholders. If this happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an
actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders
would be eligible to claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to
them. We may not be able to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities,
we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by
the 1940 Act or if such distributions are limited by the terms of any of our borrowings.
We
have adopted a dividend reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our
stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other
distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash
dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and
distributions.
Prior
to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment
plan. The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined
by dividing the cash value of the dividend payable to such stockholder by the net asset value per share as of the date such dividend
was declared.
48
After
a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares
are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the
open market in connection with the implementation of the dividend reinvestment plan. The number of newly issued shares to be issued to
a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price
per share of our common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares
purchased in open market transactions by U.S. Bank or its affiliates, the plan administrator and our transfer agent, registrar, and dividend
disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other
charges, of all shares of our common stock purchased with respect to the dividend.
A
registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received
by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account
for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and
hold such shares in non-certificated form.
Critical
Accounting Policies
Our
consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America,
which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods.
Critical
accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often
because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.
The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in
determining such estimates could cause actual results to differ. In addition to the discussion below, we have described our critical
accounting policies in the notes to our consolidated financial statements.
Valuation
of Portfolio Investments
Under
procedures established by our Board, we value investments for which market quotations are readily available at such market quotations.
Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M.
eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between
the last available bid and ask prices as reported by an independent, third party pricing service on the date of determination. Debt and
equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at
all times to the oversight and approval of our Board. Such determination of fair values may involve subjective judgments and estimates,
although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a
material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to
unquoted securities, our Investment Advisor, together with our independent valuation advisors, and subject at all times to the oversight
and approval of our Board, will value each investment considering, among other measures, discounted cash flow models, comparisons of
financial ratios of peer companies that are public and other factors. With respect to Level 3 assets, we intend to retain one or more
independent providers of financial advisory services to assist the Investment Advisor and the Board by performing certain limited third-party
valuation services. We may appoint additional or different third-party valuation firms in the future.
When
an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio
company or comparable company, our Board will use the pricing indicated by the external event to corroborate and/or assist us in our
valuation. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect
to value many of our portfolio investments at fair value as determined in good faith by our Board using a documented valuation policy
and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not
have a readily available market value, the fair value of our investments may differ significantly from the values that would have been
used had readily available market quotations existed for such investments, and the differences could be material.
49
With
respect to investments for which market quotations are not readily available, our Investment Advisor will undertake a multi-step
valuation process each quarter, as described below:
●
Securities for which no
such market prices are available or reliable will be preliminarily valued at such value as the Investment Advisor may reasonably
determine, which may include third party valuations;
●
The audit committee of
our Board (the “Audit Committee”) will then review these preliminary valuations;
●
At least once annually,
the valuation for each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily
available market quotation will be reviewed by an independent valuation firm; and
●
Our Board will then discuss
valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of our Investment Advisor,
the respective independent valuation firms and the Audit Committee.
All
values assigned to securities and other assets by the Board will be binding on all stockholders.
Net
Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We
measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of
the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront
fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values
during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses
are realized. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined
using the identified cost basis method for financial reporting.
Related
Party Transactions
We
have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in
such capacity, the Administrator). Mr. Christopher D. Long and Jeffrey D. Fox, each an interested member of our Board, have an indirect
pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is
wholly owned by Palmer Square. See “ Note 3. Agreements and Related Party Transactions – Administration Agreement ”
and “ – Investment Advisory Agreement ” in the notes to the accompanying consolidated financial statements.
Contractual
Obligations
We
have certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Investment
Advisor in accordance with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base
management fee calculated at an annual rate of 2.0% of the average value of the weighted average of our total net assets at the end of
the two most recently completed quarters and (b) an incentive fee based on our performance. The Investment Advisor has agreed to waive
its right to receive management fees in excess of 1.75% of the total net assets during any period prior to a Listing. We have entered
into an Administration Agreement with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the
Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at
such facilities, and provides us with other services necessary for us to operate or has engaged a third-party firm to perform some or
all of these functions.
A
summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at March 31, 2021
is as follows:
50
Payments Due by Period
Total
Less than
1 year
1-3 years
3-5 years
After
5 years
Credit Facility, Net
$ 413,491,056
$ -
$ 413,491,056
$ -
$ -
Total contractual obligations
$ 413,491,056
$ -
$ 413,491,056
$ -
$ -
Off-Balance
Sheet Arrangements
Unfunded commitments to provide funds to portfolio companies are not
recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded
commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements.
As of March 31, 2021 and December 31, 2020, we had four unfunded commitments totaling $1.9 million, and three unfunded commitments totaling
$1.3 million, respectively. See “ Note 8. Commitments and Contingencies ” in the notes to the accompanying consolidated
financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form
of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise.
See Financial Condition, Liquidity and Capital Resources above.
Other
than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance
sheet financings or liabilities.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
We
are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings
that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment
income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can
be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Assuming
that the consolidated statement of assets and liabilities as of March 31, 2021 were to remain constant and that we took no actions to
alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest
rate.
Change in Interest Rates
Increase (Decrease) in Interest Income
Increase (Decrease) in Interest Expense
Net Increase (Decrease) in Net Investment Income
Down 25 basis points
$ (1,598,306 )
$ (1,037,500 )
$ (560,806 )
Up 100 basis points
6,393,222
4,150,000
$ 2,243,222
Up 200 basis points
12,786,445
8,300,000
$ 4,486,445
Up 300 basis points
19,179,667
12,450,000
$ 6,729,667
The
data in the table is based on the Company’s current statement of assets and liabilities. As of March 31, 2021, the Company had
$19.3 million in net purchases that had not yet settled. After settlement of these purchases, the change in interest expense will be
larger as a result of the increase in the amount borrowed under the credit facility. The table does not include any change in interest
income from the Company’s money market investments.
51
In
addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes
in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the
imposition or modification of foreign exchange controls, and potential illiquidity in the secondary market. These risks will vary
depending upon the currency or currencies involved.
We
measure exposure to interest rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and
currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swaps and forward contracts and credit
hedging contracts, such as credit default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities
may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest
rates with respect to our portfolio of investments with fixed interest rates.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended),
as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance
level.
Changes
in Internal Control over Financial Reporting
There
have been no changes in our internal control over financial reporting during our fiscal quarter ended March 31, 2021 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
52
PART
II—OTHER INFORMATION
Item
1. Legal Proceedings.
We
are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against
us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating
to the enforcement of our rights under loans to or other contracts with our portfolio companies.
Item
1A. Risk Factors.
There
have been no material changes during the three months ended March 31, 2021 to the risk factors discussed in Item 1A. Risk Factors
of our annual report on Form 10-K for the year ended December 31, 2020.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended March 31, 2021, the Company issued and
sold 213,867 shares of its common stock at an aggregate purchase price of $4.3 million. These amounts include shares issued in reinvestment.
The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the
“Securities Act”), pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The Company relied, in part, upon
representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation
D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection
with such issuances and sales.
Item
3. Default Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
53
Item
6. Exhibits.
The
exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit
Index
3.1
Form
of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration
Statement on Form 10 (File No. 000-56126) filed on January 16, 2020)
3.2
Bylaws
(Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No. 000-56126) filed on November
27, 2019)
31.1*
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
Filed herewith
54
SIGNATURES
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 thereunto duly authorized.
Palmer Square
Capital BDC Inc.
Date: May 14, 2021
/s/
Christopher D. Long
Name:
Christopher D. Long
Title:
Chief Executive Officer and President
(Principal Executive Officer)
Date: May 14, 2021
/s/
Jeffrey D. Fox
Name:
Jeffrey D. Fox
Title:
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
55
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.