10-Q
1
f10q0921_palmersquare.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 September 30, 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 November 15, 2021, the
registrant had 21,844,856 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 September 30, 2021 (Unaudited) and December 31, 2020
1
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and Three Months Ended September 30, 2020 and Period January 23, 2020 (Commencement of Operations) through September 30, 2020 (Unaudited)
2
Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2021 and Three Months Ended September 30, 2020 and Period January 23, 2020 (Commencement of Operations) through September 30, 2020 (Unaudited)
3
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and Period January 23, 2020 (Commencement of Operations) through September 30, 2020 (Unaudited)
4
Consolidated Schedules of Investments as of September 30, 2021 (Unaudited) and December 31, 2020
5
Notes to Consolidated Financial Statements (Unaudited)
21
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
54
Item 4.
Controls and Procedures
55
PART II.
OTHER INFORMATION
56
Item 1.
Legal Proceedings
56
Item 1A.
Risk Factors
56
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
56
Item 3.
Defaults Upon Senior Securities
56
Item 4.
Mine Safety Disclosures
56
Item 5.
Other Information
56
Item 6.
Exhibits
57
Signatures
58
i
PART
I—FINANCIAL INFORMATION
Item
1. Consolidated Financial Statements.
Palmer
Square Capital BDC Inc.
Consolidated
Statements of Assets and Liabilities
September 30,
2021
(Unaudited)
December 31,
2020
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $868,408,356 and $640,100,635, respectively)
$ 877,108,539
$ 653,156,200
Cash and cash equivalents
10,990,608
682,579
Receivables:
Receivable for sales of investments
7,337,136
11,762,002
Receivable for paydowns of investments
450,651
121,391
Due from investment adviser
186,349
155,353
Dividend receivable
721
345
Interest receivable
2,098,998
1,612,231
Total Assets
$ 898,173,002
$ 667,490,101
Liabilities:
Credit facility, net (Note 6)
$ 424,540,770
$ 393,152,103
Payables:
Payable for investments purchased
156,209,351
15,553,450
Distributions payable
-
3,894,470
Management fee payable
1,490,796
1,242,821
Directors fee payable
8,586
5,000
Accrued other general and administrative expenses
2,996,231
497,286
Total Liabilities
$ 585,245,734
$ 414,345,130
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $0.001 par value; 450,000,000 shares authorized; 15,113,817 and 12,562,805 as of September 30, 2021 and December 31, 2020, respectively issued and outstanding
$ 15,114
12,563
Additional paid-in capital
290,682,744
238,204,363
Total distributable earnings (accumulated deficit)
22,229,410
14,928,045
Total Net Assets
$ 312,927,268
$ 253,144,971
Total Liabilities and Net Assets
$ 898,173,002
$ 667,490,101
Net Asset Value Per Common Share
$ 20.70
$ 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
September 30
For
the
Nine Months Ended
September 30,
For
the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Income:
Investment
income from non-controlled, non-affiliated investments:
Interest
income
$ 8,722,685
$ 7,780,219
$ 25,917,343
$ 15,406,831
Dividend
income
2,775
5,952
5,412
226,431
Other
income
150,489
139,832
497,298
154,961
Total
investment income from non-controlled, non-affiliated investments
8,875,949
7,926,003
26,420,053
15,788,223
Total
Investment Income
8,875,949
7,926,003
26,420,053
15,788,223
Expenses:
Interest
expense
1,943,517
1,535,483
5,742,680
3,049,936
Management
fees
1,490,796
1,171,055
4,123,665
2,704,777
Professional
fees
172,693
449,023
556,802
842,163
Directors
fees
20,164
21,396
59,836
58,605
Offering
costs
-
134,601
-
368,691
Initial
organization
-
-
-
122,199
Other
general and administrative expenses
525,211
335,380
1,308,659
681,515
Total
Expenses
4,152,381
3,646,938
11,791,642
7,827,886
Less:
Management fee waiver (Note 3)
(186,349 )
(146,382 )
(515,458 )
(338,097 )
Net
expenses
3,966,032
3,500,556
11,276,184
7,489,789
Net
Investment Income (Loss)
4,909,917
4,425,447
15,143,869
8,298,434
Realized
and unrealized gains (losses) on investments and foreign currency transactions
Net
realized gains (losses):
Non-controlled,
non-affiliated investments
489,555
(1,692,439 )
4,335,050
(1,089,875 )
Total
net realized gains (losses)
489,555
(1,692,439 )
4,335,050
(1,089,875 )
Net
change in unrealized gains (losses):
Non-controlled,
non-affiliated investments
(673,345 )
12,666,184
(4,371,638 )
6,592,701
Total
net change in unrealized gains (losses)
(673,345 )
12,666,184
(4,371,638 )
6,592,701
Total
realized and unrealized gains (losses)
(183,790 )
10,973,745
(36,588 )
5,502,826
Net
Increase (Decrease) in Net Assets Resulting from Operations
$ 4,726,127
15,399,192
$ 15,107,281
13,801,260
Per
Common Share Data :
Basic
and diluted net investment income per common share
$ 0.34
0.36
$ 1.13
0.78
Basic
and diluted net increase in net assets resulting from operations
$ 0.33
1.24
$ 1.12
1.29
Weighted
Average Common Shares Outstanding - Basic and Diluted
14,429,113
12,373,456
13,431,233
10,669,852
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
September 30
For
the
Nine Months Ended
September 30,
For
the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Increase
(Decrease) in Net Assets Resulting from Operations:
Net
investment income (loss)
$ 4,909,917
$ 4,425,447
$ 15,143,869
$ 8,298,434
Net
realized gains (losses) on investments and foreign currency transactions
489,555
(1,692,439 )
4,335,050
(1,089,875 )
Net
change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
(673,345 )
12,666,184
(4,371,638 )
6,592,701
Net
Increase (Decrease) in Net Assets Resulting from Operations
4,726,127
15,399,192
15,107,281
13,801,260
Decrease
in Net Assets Resulting from Stockholder Distributions
Dividends
and distributions to stockholders
(3,738,707 )
(3,325,960 )
(7,805,916 )
(3,814,568 )
Net
Decrease in Net Assets Resulting from Stockholder Distributions
(3,738,707 )
(3,325,960 )
(7,805,916 )
(3,814,568 )
Increase
in Net Assets Resulting from Capital Share Transactions
Issuance
of common shares
37,227,700
97,867
45,548,774
233,567,867
Reinvestment
of distributions
2,287,446
1,986,953
6,932,158
2,272,498
Net
Increase in Net Assets Resulting from Capital Share Transactions
39,515,146
2,084,820
52,480,932
235,840,365
Total
Increase (Decrease) in Net Assets
40,502,566
14,158,052
59,782,297
245,827,057
Net
Assets, Beginning of Period
272,424,702
231,670,505
253,144,971
1,500
Net
Assets, End of Period
$ 312,927,268
$ 245,828,557
$ 312,927,268
$ 245,828,557
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
Nine Months Ended
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
September 30,
2020
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$ 15,107,281
$ 13,801,260
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
(4,335,050 )
1,089,875
Net change in unrealized (gains)/losses on investments
4,371,638
(6,592,701 )
Net accretion of discount on investments
(171,257 )
(1,241,149 )
Purchases of short-term investments
(329,327,621 )
(548,089,893 )
Purchases of portfolio investments
(521,946,955 )
(785,864,108 )
Proceeds from sale of short-term investments
318,059,444
511,328,612
Proceeds from sale of portfolio investments
309,397,462
169,183,002
Amortization of deferred financing cost
541,068
(258,707 )
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments
4,424,866
(32,530,708 )
(Increase)/decrease in interest and dividends receivable
(487,143 )
(1,456,198 )
(Increase)/decrease in due from investment adviser
(30,996 )
(146,385 )
(Increase)/decrease in receivable for paydowns of investments
(329,260 )
(57,340 )
(Increase)/decrease in prepaid expenses and other assets
-
(134,601 )
Increase/(decrease) in payable for investments purchased
140,655,901
73,864,582
Increase/(decrease) in management fees payable
247,975
1,171,078
Increase/(decrease) in directors fee payable
3,586
2,355
Increase/(decrease) in accrued other general and administrative expenses
2,498,945
739,239
Net cash used in operating activities
(61,320,116 )
(605,191,787 )
Cash Flows from Financing Activities:
Borrowings on credit facility
33,017,726
375,209,507
Payments of debt issuance costs
(2,170,127 )
(795,803 )
Distributions paid in cash
(4,768,228 )
(1,542,070 )
Proceeds from issuance of common shares, net of change in subscriptions receivable of $ -
45,548,774
233,567,867
Net cash provided by financing activities
71,628,145
606,439,501
Net increase in cash and cash equivalents
10,308,029
1,247,714
Cash and cash equivalents, beginning of period
682,579
1,500
Cash and cash equivalents, end of period
$ 10,990,608
$ 1,249,214
Supplemental and Non-Cash Information:
Interest paid during the period
$ 4,951,178
$ 2,842,223
Distributions declared during the period
$ 7,805,916
$ 3,814,568
Reinvestment of distributions during the period
$ 6,932,158
$ 2,272,498
The
accompanying notes are an integral part of these consolidated financial statements.
4
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
Debt
Investments
First
Lien Senior Secured (2)
AAdvantage
Loyalty IP Ltd. (7)
Airlines
5.50% (L + 4.75%)
3/10/2021
4/20/2028
$ 3,500,000
$ 3,466,310
$ 3,623,218
1.1 %
AccentCare,
Inc. (5)(7)
Healthcare Providers and Services
4.12% (L + 4.00%)
9/14/2021
6/22/2026
4,045,903
4,045,903
4,048,432
1.2 %
Acrisure,
LLC (7)
Insurance
3.63% (L + 3.50%)
1/31/2020
2/12/2027
5,917,443
5,901,778
5,873,063
1.8 %
AHP
Health Partners, Inc. (7)
Healthcare Providers and Services
4.00% (L + 3.50%)
8/5/2021
8/4/2028
3,000,000
2,985,279
3,012,195
0.9 %
AI Aqua
Merger Sub, Inc., (5)(7)
Food Products
4.50% (L + 4.00%)
6/17/2021
6/16/2028
4,177,778
4,166,966
4,196,056
1.2 %
Air
Methods Corporation (7)
Healthcare Providers and Services
4.50% (L + 3.50%)
9/2/2021
4/12/2024
4,986,979
4,919,792
4,954,240
1.6 %
Alliant
Holdings Intermediate LLC (7)
Insurance
4.25% (L + 3.75%)
10/8/2020
10/8/2027
5,468,106
5,454,238
5,480,273
1.8 %
Allied
Universal Holdco LLC (5)(7)
Professional Services
4.25% (L + 3.75%)
5/5/2021
4/7/2028
7,000,000
6,994,639
7,013,895
2.2 %
Alterra
Mountain Company (7)
Hotels, Restaurants and Leisure
4.00% (L + 3.50%)
5/13/2020
8/31/2028
1,997,256
1,983,734
1,995,389
0.6 %
Amentum
Government Services Holdings LLC (7)
Construction and Engineering
3.58% (L + 3.50%)
3/19/2020
2/26/2027
4,443,750
4,209,423
4,447,461
1.4 %
Amentum
Government Services Holdings LLC (7)
Construction and Engineering
5.50% (L + 4.75%)
10/29/2020
1/29/2027
1,492,500
1,466,389
1,507,052
0.5 %
American
Airlines, Inc. (7)
Airlines
1.84% (L + 1.75%)
7/14/2021
6/27/2025
2,000,000
1,893,915
1,919,720
0.6 %
American
Airlines, Inc. (7)
Airlines
2.08% (L + 2.00%)
7/14/2021
12/15/2023
2,000,000
1,949,258
1,961,670
0.6 %
American
Rock Salt Company LLC (7)
Metals and Mining
4.75% (L + 4.00%)
6/4/2021
6/9/2028
4,987,500
4,975,540
5,020,343
1.6 %
Amynta
Agency Borrower, Inc. (5)(7)
Insurance
4.58% (L + 4.50%)
2/13/2020
2/28/2025
6,952,673
6,781,447
6,952,673
2.2 %
AP Gaming
I, LLC (5)(7)
Hotels, Restaurants and Leisure
4.50% (L + 3.50%)
9/14/2021
2/15/2024
5,349,061
5,338,445
5,327,879
1.7 %
Aptean
Inc (7)
Software
4.33% (L + 4.25%)
5/17/2021
4/23/2026
3,906,138
3,898,730
3,896,373
1.2 %
AQA
Acquisition Holding, Inc. (7)
Software
4.75% (L + 4.25%)
11/20/2020
11/19/2027
2,992,500
2,970,198
3,011,203
1.0 %
ARC
Falcon I Inc. (5)(7)
Chemicals
4.50% (L + 4.00%)
9/22/2021
8/31/2028
4,363,057
4,338,057
4,367,232
1.4 %
Arches
Buyer Inc. (7)
Interactive Media and Services
3.75% (L + 3.25%)
2/25/2021
12/6/2027
4,962,500
4,917,356
4,943,518
1.6 %
Aristocrat
International PTY Ltd (5)(7)
Hotels, Restaurants and Leisure
4.75% (L + 3.75%)
5/14/2020
10/31/2024
4,962,437
4,933,319
4,995,015
1.6 %
Aruba
Investments Holdings, LLC (7)
Chemicals
4.75% (L + 4.00%)
10/28/2020
10/28/2027
1,492,500
1,479,325
1,499,030
0.5 %
Ascend
Learning, LLC (7)
Diversified Consumer Services
4.00% (L + 3.00%)
4/16/2020
7/29/2024
3,889,231
3,758,572
3,892,362
1.2 %
AssuredPartners,
Inc. (7)
Insurance
4.00% (L + 3.50%)
5/29/2020
2/12/2027
3,977,531
3,961,221
3,981,509
1.3 %
Athenahealth,
Inc. (7)
Healthcare Providers and Services
4.38% (L + 4.25%)
2/20/2020
2/11/2026
5,285,637
5,256,156
5,307,440
1.7 %
Autokiniton
US Holdings, Inc. (7)
Auto Components
5.00% (L + 4.50%)
3/26/2021
3/27/2028
4,987,500
4,985,882
4,993,734
1.6 %
Avaya
Inc. (7)
Diversified Telecommunication Services
4.33% (L + 4.25%)
4/20/2020
12/15/2027
1,939,059
1,779,963
1,944,663
0.6 %
Avaya
Inc. (7)
Diversified Telecommunication Services
4.08% (L + 4.00%)
2/17/2021
12/15/2027
1,600,000
1,600,000
1,603,888
0.5 %
Aveanna
Healthcare LLC (5)(7)
Healthcare Providers and Services
4.25% (L + 3.75%)
6/30/2021
6/30/2028
754,717
753,892
755,366
0.2 %
Aveanna
Healthcare LLC (5)(7)
Healthcare Providers and Services
4.25% (L + 3.75%)
6/30/2021
6/30/2028
3,245,283
3,241,745
3,248,074
1.0 %
Azalea
TopCo, Inc. (7)
Healthcare Providers and Services
3.63% (L + 3.50%)
2/26/2020
7/23/2026
3,932,293
3,893,509
3,912,022
1.3 %
5
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
Barracuda
Networks, Inc. (7)
IT Services
4.50% (L + 3.75%)
3/2/2020
1/10/2025
3,989,095
3,988,122
4,005,830
1.3 %
BCP
Raptor, LLC (5)(7)
Oil, Gas and Consumable Fuels
5.25% (L + 4.25%)
7/21/2021
6/7/2024
5,984,133
5,929,028
5,972,912
1.9 %
Belfor
Holdings Inc. (7)
Commercial Services and Supplies
4.08% (L + 4.00%)
3/18/2020
3/31/2026
2,953,435
2,839,121
2,968,203
0.9 %
Bioscrip,
Inc. (7)
Healthcare Providers and Services
3.83% (L + 3.75%)
3/5/2020
5/29/2026
5,050,955
4,886,699
5,055,375
1.6 %
Boxer
Parent Company, Inc. (7)
Software
3.88% (L + 3.75%)
2/24/2021
10/2/2025
3,000,925
2,705,243
2,988,426
1.0 %
Caesars
Resort Collection, LLC (7)
Hotels, Restaurants and Leisure
3.58% (L + 3.50%)
6/19/2020
7/31/2025
2,970,000
2,898,936
2,975,970
1.0 %
PS Holdco,
LLC (5)
Commercial Services and Supplies
5.00% (L + 4.25%)
9/23/2021
10/31/2028
5,000,000
4,975,000
5,003,125
1.6 %
Castle
US Holding Corporation (5)(7)
Professional Services
4.75% (L + 4.00%)
4/16/2021
1/31/2027
4,983,325
4,916,290
5,011,356
1.6 %
CCI
Buyer, Inc. (5)(7)
Wireless Telecommunication Services
4.75% (L + 4.00%)
12/16/2020
12/31/2027
4,881,734
4,866,325
4,900,553
1.6 %
CCS-CMGC
Holdings, Inc. (5)(7)
Healthcare Providers and Services
5.58% (L + 5.50%)
1/24/2020
10/1/2025
5,425,447
5,352,204
5,330,501
1.7 %
CHG
Healthcare Services, Inc (5)(7)
Healthcare Providers and Services
4.00% (L + 3.50%)
9/22/2021
9/22/2028
8,000,000
7,960,000
8,021,440
2.6 %
Connectwise
LLC (5)(7)
Software
4.00% (L + 3.50%)
9/24/2021
9/25/2028
5,500,000
5,480,000
5,497,250
1.8 %
Consolidated
Communications, Inc. (7)
Diversified Telecommunication Services
4.25% (L + 3.50%)
9/18/2020
10/2/2027
1,428,009
1,409,213
1,431,694
0.5 %
ConvergeOne
Holdings Corp. (5)(7)
IT Services
5.08% (L + 5.00%)
2/11/2021
3/31/2026
5,966,882
5,846,310
5,949,071
1.9 %
Corelogic,
Inc. (5)(7)
Software
4.00% (L + 3.50%)
4/14/2021
4/14/2028
6,000,000
5,985,863
6,001,260
1.9 %
CP Atlas
Buyer, Inc (7)
Building Products
4.25% (L + 3.75%)
2/4/2021
11/23/2027
4,975,000
4,931,848
4,966,244
1.6 %
Creation
Technologies, Inc. (5)
Electronic Equipment, Instruments and Components
6.00% (L + 5.50%)
9/24/2021
9/14/2028
5,000,000
4,925,000
4,981,250
1.6 %
Curia
Global, Inc. (7)
Healthcare Providers and Services
4.50% (L + 3.75%)
2/20/2020
8/30/2026
4,911,605
4,892,413
4,922,337
1.6 %
DCert
Buyer, Inc. (7)
Software
4.08% (L + 4.00%)
1/28/2020
8/7/2026
4,936,165
4,928,759
4,943,026
1.6 %
Deerfield
Dakota Holding, LLC (7)
Diversified Financial Services
4.75% (L + 3.75%)
3/6/2020
2/25/2027
4,937,500
4,872,526
4,957,941
1.6 %
Delek
US Holdings, Inc. (7)
Oil, Gas and Consumable Fuels
6.50% (L + 5.50%)
5/18/2020
3/31/2025
2,364,000
2,237,713
2,371,683
0.8 %
Delta
Topco, Inc. (7)
IT Services
4.50% (L + 3.75%)
10/7/2020
10/29/2027
3,990,000
3,972,372
4,000,673
1.3 %
DIRECTV
Financing, LLC (7)
Media
5.75% (L + 5.00%)
7/22/2021
8/2/2027
6,000,000
5,948,523
6,010,620
1.9 %
EAB
Global, Inc. (7)
Professional Services
4.00% (L + 3.50%)
6/28/2021
6/28/2028
5,000,000
4,975,169
4,980,625
1.6 %
ECI
Software Solutions, Inc. (7)
Software
4.50% (L + 3.75%)
9/17/2020
9/30/2027
6,952,487
6,924,469
6,959,440
2.2 %
ECL
Entertainment, LLC
Hotels, Restaurants and Leisure
8.00% (L + 7.50%)
9/3/2021
3/31/2028
1,995,000
2,039,723
2,047,369
0.7 %
EFS
Cogen Holdings I LLC (5)(7)
Independent Power and Renewable Electricity Producers
4.50% (L + 3.50%)
9/24/2020
10/29/2027
4,878,259
4,873,260
4,900,894
1.6 %
Endurance
International Group, Inc., The (7)
Interactive Media and Services
4.25% (L + 3.50%)
1/27/2021
2/10/2028
3,241,875
3,226,884
3,229,313
1.0 %
6
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
Ensemble
RCM, LLC (7)
Healthcare Providers and Services
3.88% (L + 3.75%)
4/14/2020
7/24/2026
5,762,981
5,669,475
5,780,472
1.8 %
Epicor
Software Corporation (7)
Software
4.00% (L + 3.25%)
7/23/2020
6/1/2022
3,960,000
3,929,816
3,964,059
1.3 %
Evertec
Group LLC (7)
Professional Services
3.58% (L + 3.50%)
4/14/2020
12/31/2024
2,286,630
2,217,769
2,290,918
0.7 %
Excelitas
Technologies Corp. (7)
Electronic Equipment, Instruments and Components
4.50% (L + 3.50%)
7/21/2021
12/2/2024
1,994,819
1,994,819
2,004,793
0.6 %
Flexera
Software LLC (7)
Software
4.50% (L + 3.75%)
2/28/2020
1/26/2028
5,981,992
5,942,266
5,995,541
1.9 %
Generation
Bridge Acquisition, LLC (5)
Independent Power and Renewable Electricity Producers
5.75% (L + 5.00%)
8/23/2021
8/6/2028
2,803,738
2,803,738
2,817,757
0.9 %
Generation
Bridge Acquisition, LLC (5)
Independent Power and Renewable Electricity Producers
5.75% (L + 5.00%)
8/23/2021
8/6/2028
196,262
196,262
197,243
0.1 %
Getty
Images, Inc. (7)
Media
4.63% (L + 4.50%)
1/28/2020
2/13/2026
4,981,881
4,991,334
4,989,155
1.6 %
GFL
Environmental Inc. (7)
Commercial Services and Supplies
3.50% (L + 3.00%)
2/20/2020
5/30/2025
2,602,591
2,523,303
2,610,321
0.8 %
Global
Medical Response, Inc. (5)(7)
Healthcare Providers and Services
5.75% (L + 4.75%)
9/24/2020
9/24/2025
6,461,225
6,400,153
6,494,339
2.1 %
Grab
Holdings Inc (5)(7)
Diversified Consumer Services
5.50% (L + 4.50%)
1/20/2021
2/27/2026
5,974,987
5,924,757
6,054,634
1.9 %
Great
Outdoors Group, LLC (7)
Specialty Retail
5.00% (L + 4.25%)
2/26/2021
3/6/2028
7,096,375
7,062,079
7,134,518
2.3 %
Grinding
Media Inc. (5)
Metals and Mining
4.75% (L + 4.00%)
9/22/2021
9/21/2028
5,000,000
4,950,000
5,018,750
1.6 %
Guidehouse
LLP (7)
Professional Services
4.08% (L + 4.00%)
4/14/2020
3/14/2025
5,994,842
5,931,668
6,013,606
1.9 %
HAH
Group Holding Company LLC (7)
Healthcare Providers and Services
6.00% (L + 5.00%)
10/22/2020
10/22/2027
448,276
442,341
449,397
0.1 %
HAH
Group Holding Company LLC (7)
Healthcare Providers and Services
6.00% (L + 5.00%)
10/22/2020
10/20/2027
3,533,966
3,486,979
3,542,800
1.1 %
Hamilton
Projects Acquiror LLC (5)(7)
Electric Utilities
5.75% (L + 4.75%)
6/11/2020
6/11/2027
5,819,460
5,774,790
5,849,488
1.9 %
Harbor
Freight Tools USA, Inc. (7)
Specialty Retail
3.25% (L + 2.75%)
10/14/2020
10/19/2027
3,473,750
3,443,245
3,476,077
1.1 %
Helix
Gen Funding, LLC (5)(7)
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
1/31/2020
3/8/2024
3,649,523
3,617,345
3,543,705
1.1 %
Help/Systems
Holdings, Inc. (7)
Software
4.75% (L + 4.00%)
9/16/2020
11/19/2026
4,937,343
4,895,285
4,952,773
1.6 %
HUB
International Limited (7)
Insurance
4.00% (L + 3.25%)
4/22/2020
4/25/2025
3,950,075
3,899,247
3,957,304
1.3 %
Hyland
Software, Inc. (7)
Software
4.25% (L + 3.50%)
9/25/2020
7/1/2024
2,969,388
2,961,026
2,976,188
1.0 %
Hyperion
Refinance S.a.r.l. (5)(7)
Insurance
4.00% (L + 3.25%)
1/27/2021
11/12/2027
6,174,222
6,113,279
6,175,210
2.0 %
Idera,
Inc. (7)
Software
4.50% (L + 3.75%)
2/14/2020
6/28/2028
6,424,124
6,385,193
6,432,828
2.1 %
Indy
US BIDCO, LLC (7)
Professional Services
4.08% (L + 4.00%)
2/5/2021
3/31/2028
1,492,500
1,485,416
1,497,836
0.5 %
Infinite
Bidco LLC (7)
Electronic Equipment, Instruments and Components
4.25% (L + 3.75%)
2/24/2021
3/2/2028
4,987,500
4,968,135
4,990,617
1.6 %
Informatica
LLC (7)
Software
3.33% (L + 3.25%)
2/14/2020
2/15/2027
975,101
950,740
973,150
0.3 %
Inmar,
Inc. (7)
Professional Services
5.00% (L + 4.00%)
1/24/2020
5/1/2024
2,946,154
2,922,625
2,949,468
0.9 %
IRB
Holding Corporation (7)
Hotels, Restaurants and Leisure
3.37% (L + 3.25%)
11/19/2020
11/19/2027
3,970,000
3,953,216
3,980,858
1.3 %
Ivanti
Software, Inc. (7)
IT Services
4.75% (L + 4.00%)
2/17/2021
12/1/2027
995,000
992,568
997,861
0.3 %
Ivanti
Software, Inc. (7)
IT Services
5.75% (L + 4.75%)
11/20/2020
11/22/2027
4,975,000
4,909,086
4,997,935
1.6 %
Jack
Ohio Finance LLC (5)
Hotels, Restaurants and Leisure
5.50% (L + 4.75%)
9/30/2021
10/31/2028
2,500,000
2,487,500
2,506,250
0.8 %
Kestrel
Acquisition LLC (7)
Independent Power and Renewable Electricity Producers
5.25% (L + 4.25%)
2/25/2020
5/2/2025
1,964,467
1,805,421
1,730,361
0.6 %
Kleopatra
Finco S.a.r.l (7)
Containers and Packaging
5.25% (L + 4.75%)
2/4/2021
2/4/2026
1,990,000
1,980,913
1,998,716
0.6 %
7
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
LABL,
Inc. (5)(7)
Containers and Packaging
4.08% (L + 4.00%)
8/10/2021
7/1/2026
6,184,224
6,182,354
6,184,997
2.0 %
Landry's
Finance Acquisition Co
Hotels, Restaurants and Leisure
13.00% (L + 12.00%)
6/12/2020
10/4/2023
18,875
18,403
20,668
0.0 %
LBM
Acquisition LLC (5)(7)
Construction Materials
4.50% (L + 3.75%)
12/9/2020
12/31/2027
3,484,109
3,462,950
3,451,255
1.1 %
LBM
Acquisition LLC (5)
Building Products
4.75% (L + 3.75%)
8/11/2021
12/18/2027
1,329,992
1,315,029
1,319,465
0.4 %
Life
Time, Inc. (7)
Hotels, Restaurants and Leisure
5.75% (L + 4.75%)
1/28/2021
12/10/2024
4,476,225
4,473,899
4,516,332
1.4 %
Lifescan
Global Corporation (7)
Healthcare Equipment and Supplies
6.15% (L + 6.00%)
8/20/2021
10/1/2024
4,893,939
4,857,501
4,859,780
1.6 %
Liftoff
Mobile, Inc. (5)(7)
Interactive Media and Services
4.25% (L + 3.75%)
9/23/2021
10/2/2028
8,000,000
7,960,000
7,982,520
2.6 %
Lightstone
Holdco LLC
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/7/2020
1/30/2024
1,609,237
1,355,910
1,335,779
0.4 %
Lightstone
Holdco LLC
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/7/2020
1/30/2024
90,763
76,474
75,340
0.0 %
Lions
Gate Capital Holdings LLC (7)
Media
2.33% (L + 2.25%)
4/1/2020
3/19/2025
980,024
953,166
974,511
0.3 %
LogMeIn,
Inc. (5)(7)
IT Services
4.83% (L + 4.75%)
8/14/2020
8/31/2027
6,461,225
6,378,918
6,465,780
2.1 %
Lower
Cadence Holdings LLC (5)(7)
Oil, Gas and Consumable Fuels
4.08% (L + 4.00%)
9/1/2021
5/22/2026
6,982,082
6,982,082
6,985,853
2.2 %
Magenta
Buyer LLC (5)(7)
Software
5.75% (L + 5.00%)
5/3/2021
5/3/2028
5,500,000
5,448,927
5,506,875
1.8 %
Mauser
Packaging Solutions Holding Company (7)
Containers and Packaging
3.33% (L + 3.25%)
4/13/2020
4/3/2024
1,476,864
1,381,644
1,449,054
0.5 %
McAfee,
LLC (7)
IT Services
3.84% (L + 3.75%)
2/26/2020
9/30/2024
3,050,600
3,040,838
3,055,466
1.0 %
MediaOcean
LLC (7)
Media
4.08% (L + 4.00%)
8/2/2021
8/15/2025
2,992,405
2,985,064
2,998,629
1.0 %
Meredith
Corporation (7)
Media
5.25% (L + 4.25%)
6/25/2020
1/31/2025
5,446,174
5,387,274
5,570,429
1.8 %
MetroNet
Systems Holdings, LLC (7)
Diversified Telecommunication Services
4.50% (L + 3.75%)
5/26/2021
5/26/2028
4,987,500
4,981,403
5,006,203
1.6 %
Micro
Holding Corp. (7)
Interactive Media and Services
4.75% (L + 3.75%)
6/11/2020
9/13/2024
5,587,550
5,537,228
5,608,504
1.8 %
Milano
Acquisition Corporation (7)
Health Care Technology
4.75% (L + 4.00%)
8/17/2020
8/31/2027
4,966,231
4,915,795
4,984,855
1.6 %
Minotaur
Acquisition, Inc. (7)
Diversified Financial Services
4.83% (L + 4.75%)
1/24/2020
3/27/2026
6,083,760
6,079,171
6,061,463
1.9 %
Mitchell
International, Inc. (7)
Software
4.75% (L + 4.25%)
7/6/2020
11/29/2024
3,217,500
3,124,150
3,223,533
1.0 %
Moneygram
International, Inc. (5)(7)
Diversified Financial Services
4.75% (L + 4.25%)
7/19/2021
7/21/2026
7,500,000
7,474,138
7,509,375
2.4 %
National
Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.50% (L + 3.75%)
2/18/2021
2/18/2028
189,504
188,622
189,741
0.1 %
National
Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.50% (L + 3.75%)
2/18/2021
2/18/2028
6,002,741
5,976,008
6,010,593
1.9 %
Navicure,
Inc. (7)
Health Care Technology
4.08% (L + 4.00%)
9/15/2020
10/22/2026
2,685,273
2,679,992
2,690,307
0.9 %
Nexus
Buyer LLC (7)
Professional Services
3.84% (L + 3.75%)
3/10/2020
10/30/2026
4,514,227
4,431,883
4,520,660
1.4 %
NMSC
Holdings, Inc. (5)(7)
Healthcare Providers and Services
6.00% (L + 5.00%)
5/14/2021
4/19/2023
8,464,545
8,445,246
8,477,791
2.7 %
NorthStar
Group Services, Inc. (5)(7)
Commercial Services and Supplies
6.50% (L + 5.50%)
11/9/2020
11/9/2026
5,943,750
5,890,162
5,973,469
1.9 %
Numericable
U.S. LLC (5)(7)
Media
4.12% (L + 4.00%)
3/31/2020
8/14/2026
4,941,740
4,803,759
4,935,563
1.6 %
OneDigital
Borrower LLC (7)
Insurance
5.25% (L + 4.50%)
10/30/2020
10/29/2027
5,783,438
5,671,372
5,815,800
1.9 %
Oregon
Clean Energy, LLC (7)
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
2/25/2020
3/2/2026
4,992,106
4,875,671
4,590,940
1.5 %
Pactive
Evergreen Group Holdings Inc. (7)
Containers and Packaging
4.00% (L + 3.50%)
9/17/2021
9/22/2028
3,000,000
2,985,016
3,000,000
1.0 %
Padagis
LLC (7)
Healthcare Providers and Services
5.25% (L + 4.75%)
6/30/2021
7/31/2028
5,000,000
4,951,079
5,009,375
1.6 %
Pathway
Vet Alliance LLC (7)
Healthcare Providers and Services
3.83% (L + 3.75%)
1/29/2021
3/31/2027
3,453,566
3,393,955
3,451,045
1.1 %
Peraton
Corp. (7)
Aerospace and Defense
4.50% (L + 3.75%)
2/23/2021
2/1/2028
5,974,987
5,958,562
5,988,999
1.9 %
8
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
PetVet
Care Centers, LLC (7)
Healthcare Providers and Services
4.25% (L + 3.50%)
2/18/2021
2/14/2025
3,455,919
3,449,459
3,461,328
1.1 %
Phoenix
Guarantor Inc. (7)
Healthcare Providers and Services
3.58% (L + 3.50%)
10/2/2020
3/5/2026
4,962,563
4,921,115
4,950,156
1.6 %
PODS,
LLC (7)
Building Products
3.75% (L + 3.00%)
3/19/2021
3/31/2028
1,990,000
1,980,618
1,993,731
0.6 %
PQ Performance
Chemicals (5)(7)
Chemicals
4.25% (L + 3.50%)
4/30/2021
4/28/2028
5,000,000
4,997,725
5,015,625
1.6 %
Pre-Paid
Legal Services, Inc. (5)(7)
Diversified Consumer Services
4.75% (L + 4.00%)
9/11/2020
5/1/2025
3,913,622
3,905,373
3,930,744
1.3 %
Presidio
Holdings, Inc. (7)
Professional Services
3.59% (L + 3.50%)
2/28/2020
1/31/2027
2,370,000
2,338,786
2,372,595
0.8 %
Pretium
PKG Holdings, Inc. (5)(7)
Containers and Packaging
4.75% (L + 4.00%)
10/29/2020
11/30/2027
4,974,969
4,948,717
4,983,128
1.6 %
Pretium
PKG Holdings, Inc. (5)
Containers and Packaging
4.50% (L + 4.00%)
9/22/2021
9/22/2028
5,000,000
4,975,000
5,012,125
1.6 %
Prime
Security Services Borrower, LLC (7)
Diversified Consumer Services
3.50% (L + 2.75%)
4/20/2020
5/2/2022
1,787,074
1,768,012
1,787,172
0.6 %
Project
Alpha Intermediate Holding, Inc. (7)
Software
4.09% (L + 4.00%)
2/10/2021
4/26/2024
3,931,807
3,905,732
3,934,972
1.3 %
Project
Boost Purchaser, LLC (5)(7)
Professional Services
4.00% (L + 3.50%)
6/21/2021
6/1/2026
5,985,000
5,970,417
5,994,067
1.9 %
Proofpoint,
Inc. (7)
IT Services
3.75% (L + 3.25%)
6/10/2021
6/9/2028
5,000,000
4,975,257
4,980,000
1.6 %
Quest
Software US Holdings Inc (5)(7)
Software
4.38% (L + 4.25%)
2/5/2020
5/16/2025
5,451,873
5,441,873
5,450,891
1.7 %
Radiate
Holdco, LLC (7)
Media
4.25% (L + 3.50%)
2/25/2020
9/11/2026
5,083,454
5,037,483
5,084,928
1.6 %
Radiology
Partners, Inc. (7)
Healthcare Providers and Services
4.33% (L + 4.25%)
2/26/2020
7/9/2025
3,500,000
3,490,555
3,501,698
1.1 %
RC Buyer,
Inc. (7)
Auto Components
4.25% (L + 3.50%)
7/26/2021
7/28/2028
2,100,000
2,094,790
2,100,000
0.7 %
RealPage,
Inc. (7)
Software
3.75% (L + 3.25%)
2/18/2021
2/18/2028
5,000,000
4,988,132
4,990,100
1.6 %
Redstone
Holdco 2 LP (7)
Software
5.50% (L + 4.75%)
4/16/2021
4/14/2028
8,000,000
7,942,757
7,896,680
2.5 %
RegionalCare
Hospital Partners Holdings, Inc. (7)
Healthcare Providers and Services
3.83% (L + 3.75%)
2/11/2020
11/14/2025
3,028,873
3,016,913
3,028,343
1.0 %
Rocket
Software, Inc. (5)(7)
Software
4.75% (L + 4.25%)
9/2/2021
11/28/2025
1,995,000
1,967,569
1,990,431
0.6 %
Rodan
& Fields, LLC (7)
Personal Products
4.08% (L + 4.00%)
3/4/2021
6/16/2025
1,736,538
1,515,807
1,295,162
0.4 %
Rohm
Holding GMBH (7)
Chemicals
4.90% (L + 4.75%)
2/2/2021
7/31/2026
6,959,461
6,929,117
6,963,811
2.2 %
Ryan
Specialty Group LLC (7)
Insurance
3.75% (L + 3.00%)
7/23/2020
9/1/2027
1,980,000
1,967,275
1,984,455
0.6 %
Sabert
Corporation (7)
Containers and Packaging
5.50% (L + 4.50%)
2/26/2020
11/26/2026
4,805,354
4,795,427
4,823,375
1.5 %
SCIH
Salt Holdings Inc. (5)(7)
Metals and Mining
4.75% (L + 4.00%)
4/13/2020
3/16/2027
6,253,871
6,217,451
6,269,037
2.0 %
Severin
Acquisition, LLC (7)
Diversified Consumer Services
3.34% (L + 3.25%)
2/26/2020
8/31/2025
3,730
3,601
3,717
0.0 %
Shearer's
Foods, LLC (7)
Food Products
4.25% (L + 3.50%)
9/15/2020
9/23/2027
1,695,407
1,684,524
1,695,407
0.5 %
Sophia,
L.P. (7)
Software
4.50% (L + 3.75%)
9/23/2020
10/31/2027
4,962,500
4,930,120
4,986,791
1.6 %
Sotera
Health Holdings, LLC (7)
Healthcare Equipment and Supplies
3.25% (L + 2.75%)
1/15/2021
12/11/2026
4,000,000
4,000,000
3,993,340
1.3 %
Sovos
Compliance, LLC
Software
5.00% (L + 4.50%)
7/29/2021
7/28/2028
3,410,959
3,402,432
3,439,299
1.1 %
Springer
Nature Deutschland GmbH (7)
Media
3.75% (L + 3.00%)
2/26/2021
8/14/2026
2,086,931
2,082,644
2,089,174
0.7 %
Summer
BC Holdco B LLC (5)
Professional Services
5.25% (L + 4.50%)
9/2/2021
12/4/2026
5,000,000
5,006,250
5,009,400
1.6 %
Surf
Holdings, LLC (7)
Software
3.62% (L + 3.50%)
4/16/2020
1/15/2027
1,975,009
1,882,798
1,967,040
0.6 %
Surgery
Center Holdings, Inc. (7)
Healthcare Providers and Services
4.50% (L + 3.75%)
4/30/2021
9/3/2026
4,726,250
4,703,756
4,739,696
1.5 %
9
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
Talen
Energy Supply, LLC (7)
Independent Power and Renewable Electricity
Producers
3.83% (L + 3.75%)
4/9/2020
6/26/2026
3,866,834
3,665,925
3,625,176
1.2 %
Tecta
America Corp. (7)
Construction and Engineering
5.00% (L + 4.25%)
4/20/2021
4/6/2028
3,687,758
3,683,467
3,701,587
1.2 %
The
Edelman Financial Engines Centre, LLC (7)
Diversified Financial Services
4.25% (L + 3.50%)
4/13/2020
4/7/2028
4,959,664
4,863,487
4,955,795
1.6 %
Thryv,
Inc. (5)(7)
Media
9.50% (L + 8.50%)
2/18/2021
2/18/2026
4,899,266
4,877,020
4,992,646
1.6 %
TIBCO
Software Inc (7)
Software
3.84% (L + 3.75%)
2/13/2020
6/30/2026
2,962,500
2,955,980
2,949,554
0.9 %
Tidal
Power Holdings, LLC (5)(7)
Independent Power and Renewable Electricity Producers
4.75% (L + 3.75%)
4/1/2021
4/1/2027
4,735,529
4,709,819
4,768,085
1.5 %
Tory
Burch LLC (7)
Specialty Retail
4.00% (L + 3.50%)
4/15/2021
4/14/2028
1,995,000
1,976,010
2,001,234
0.6 %
Tosca
Services, LLC (7)
Containers and Packaging
4.25% (L + 3.50%)
2/19/2021
8/18/2027
2,977,500
2,964,878
2,980,299
1.0 %
Traverse
Midstream Partners LLC (7)
Oil, Gas and Consumable Fuels
6.50% (L + 5.50%)
8/20/2020
9/27/2024
5,189,544
4,878,090
5,201,713
1.7 %
Triton
Water Holdings, Inc. (7)
Food Products
4.00% (L + 3.50%)
3/17/2021
3/31/2028
4,987,500
4,970,894
4,987,201
1.6 %
Truck
Hero, Inc. (7)
Auto Components
4.00% (L + 3.25%)
1/20/2021
1/20/2028
7,069,487
7,059,071
7,063,584
2.3 %
U.S.
Silica Company (7)
Metals and Mining
5.00% (L + 4.00%)
3/9/2021
4/25/2025
4,966,350
4,800,827
4,874,026
1.6 %
UKG
Inc. (7)
Software
4.00% (L + 3.25%)
6/18/2020
5/4/2026
990,019
978,117
993,276
0.3 %
UKG
Inc. (7)
Software
3.83% (L + 3.75%)
2/28/2020
4/8/2026
4,422,287
4,403,366
4,435,930
1.4 %
United
Airlines, Inc. (5)(7)
Airlines
4.50% (L + 3.75%)
9/2/2021
4/21/2028
4,987,469
5,018,640
5,033,104
1.6 %
Univision
Communications Inc. (7)
Media
4.00% (L + 3.25%)
6/15/2020
3/13/2026
4,131,666
4,013,204
4,132,224
1.3 %
US Radiology
Specialists, Inc., (7)
Healthcare Providers and Services
6.25% (L + 5.50%)
12/11/2020
12/10/2027
3,970,000
3,897,935
3,993,562
1.3 %
U.S.
Renal Care, Inc. (7)
Healthcare Providers and Services
6.50% (L + 5.50%)
4/23/2021
6/26/2026
500,000
492,916
502,893
0.2 %
U.S.
Renal Care, Inc. (5)(7)
Healthcare Providers and Services
5.08% (L + 5.00%)
4/8/2020
6/26/2026
5,934,609
5,770,185
5,934,609
1.9 %
VeriFone
Systems, Inc. (7)
Commercial Services and Supplies
4.13% (L + 4.00%)
3/4/2020
8/20/2025
2,984,655
2,942,017
2,929,737
0.9 %
Verscend
Holding Corp. (7)
Health Care Technology
4.08% (L + 4.00%)
3/6/2020
8/27/2025
4,141,466
4,116,948
4,152,668
1.3 %
Vision
Solutions, Inc. (7)
Software
5.00% (L + 4.25%)
3/19/2021
3/19/2028
6,500,000
6,468,560
6,498,960
2.1 %
Watlow
Electric Manufacturing Company (7)
Electrical Equipment
4.50% (L + 4.00%)
4/19/2021
3/2/2028
2,114,375
2,116,799
2,123,625
0.7 %
Whatabrands
LLC (7)
Hotels, Restaurants and Leisure
3.75% (L + 3.25%)
7/21/2021
7/21/2028
2,400,000
2,388,088
2,400,540
0.8 %
White
Cap Buyer LLC (5)(7)
Construction Materials
4.50% (L + 4.00%)
10/8/2020
10/8/2027
4,977,500
4,956,381
4,995,867
1.6 %
Wilsonart
LLC (5)(7)
Building Products
4.50% (L + 3.50%)
3/19/2021
12/18/2026
4,969,647
4,953,173
4,978,965
1.6 %
Zelis
Cost Management Buyer, Inc. (7)
Health Care Technology
3.59% (L + 3.50%)
2/1/2021
9/30/2026
4,804,816
4,796,823
4,790,882
1.5 %
Total
First Lien Senior Secured
777,716,096
$ 769,679,533
$ 776,931,406
248.3 %
10
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Acquisition
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Date
Par
Cost (1)(6)
Value
of Net Assets
Second
Lien Senior Secured (2)
ARC
Falcon I Inc. (5)(7)
Chemicals
7.50% (L + 7.00%)
9/22/2021
9/24/2029
2,000,000
1,980,000
1,995,000
0.7 %
Aruba
Investments, Inc. (7)
Chemicals
8.50% (L + 7.75%)
10/28/2020
10/27/2028
2,350,000
2,316,130
2,375,462
0.9 %
Asurion,
LLC (7)
Diversified Consumer Services
5.33% (L + 5.25%)
1/29/2021
2/28/2028
3,500,000
3,500,000
3,494,173
1.1 %
Asurion,
LLC (7)
Insurance
5.33% (L + 5.25%)
7/15/2021
1/19/2029
2,500,000
2,475,224
2,491,563
0.8 %
DCert
Buyer, Inc. (7)
IT Services
7.08% (L + 7.00%)
2/16/2021
2/19/2029
1,500,000
1,496,775
1,517,340
0.5 %
Epicor
Software Corporation (7)
Software
8.75% (L + 7.75%)
7/23/2020
7/31/2028
1,000,000
986,589
1,030,250
0.3 %
Infinite
Bidco LLC (7)
Electronic Equipment, Instruments and Components
7.50% (L + 7.00%)
2/24/2021
2/24/2029
2,000,000
1,990,786
2,020,000
0.6 %
Informatica
LLC (7)
Software
7.13% (L + 0.00%)
2/14/2020
2/14/2025
1,000,000
996,404
1,016,250
0.3 %
Inmar,
Inc. (7)
Professional Services
9.00% (L + 8.00%)
7/15/2021
5/1/2025
2,000,000
2,000,000
1,996,670
0.6 %
PowerTeam
Services, LLC (7)
Construction and Engineering
8.25% (L + 7.25%)
5/12/2020
3/6/2026
4,810,000
4,404,871
4,787,946
1.5 %
Pretium
PKG Holdings, Inc. (5)(7)
Containers and Packaging
7.25% (L + 6.75%)
9/22/2021
9/21/2029
2,000,000
1,980,000
2,015,000
0.6 %
Quest
Software US Holdings Inc (7)
Software
8.38% (L + 8.25%)
2/11/2020
5/18/2026
1,597,000
1,581,065
1,596,202
0.5 %
SK
Invictus Intermediate II S.a.r.l. (7)
Software
6.83% (L + 6.75%)
8/27/2020
2/13/2026
1,911,765
1,782,518
1,912,663
0.6 %
Total
Second Lien Senior Secured
28,168,765
27,490,362
28,248,519
9.0 %
Convertible
Bonds (2)
Dish
Network Corp (4)
Media
3.38%
4/21/2021
8/15/2026
1,000,000
1,023,082
1,048,445
0.3 %
Total
Convertible Bonds
1,000,000
1,023,082
1,048,445
0.3 %
Collateralized
Securities and Structured Products - Debt (2)
Barings
CLO Ltd (4)
Structured Note
6.88% (L + 6.75%)
1/24/2020
1/20/2028
2,000,000
1,919,027
1,913,310
0.6 %
GoldenTree
Loan Management US 2021-10A (4)
Structured Note
7.79% (L + 7.79%)
6/28/2021
7/20/2034
1,250,000
1,212,975
1,213,325
0.4 %
HPS
Loan Management Series 15A-19 (4)
Structured Note
6.74% (L + 6.60%)
8/26/2020
7/22/2032
1,500,000
1,407,364
1,503,756
0.5 %
Magnetite
CLO Ltd 2015-16A (4)
Structured Note
6.63% (L + 6.50%)
8/11/2020
1/18/2028
1,000,000
802,966
943,731
0.3 %
Total
Collateralized Securities and Structured Products - Debt
5,750,000
5,342,332
5,574,122
1.8 %
Total
Debt Investments
812,634,861
$ 803,535,309
$ 811,802,492
259.4 %
Equity
Investments
Custom
Truck One Source Inc (4)
Commercial Services and Supplies
NA
4/1/2021
NA
100,000
500,000
933,000
0.3 %
Total
Equity Investments
100,000
500,000
933,000
0.3 %
11
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of September 30, 2021
(Unaudited)
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term
Investments
Fidelity
Investments Money Market Government Portfolio - Institutional Class, 0.01% (8)
64,373,047
64,373,047
64,373,047
20.6 %
Total
Short-Term Investments
64,373,047
$ 64,373,047
$ 64,373,047
20.6 %
Total
Investments
$ 868,408,356
$ 877,108,539
280.3 %
Liabilities
in Excess of Other Assets
(564,181,271 )
(180.3 )%
Net
Assets
$ 312,927,268
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 September 30, 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 September 30, 2021, 10.4% of the Company’s total assets were in non-qualifying investments.
(5) Investments or a portion of investments are unsettled as of
September 30, 2021.
(6) As of September 30, 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 September 30, 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 %
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
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 %
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 %
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
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 %
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 %
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
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 %
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 %
19
Palmer
Square Capital BDC Inc.
Consolidated
Schedule of Investments
As
of December 31, 2020
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.
20
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 September 30, 2020 and the nine months ended September
30, 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.
21
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 September 30, 2021, the balance of deferred financing
costs was $3.8 million, included in Credit Facility (as defined below), net of $424.5 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, and intends to qualify annually, to be treated as a RIC under Subchapter M of the Code. 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.
22
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.
23
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 were 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 consisted 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.
24
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.
25
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.
26
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 September
30, 2021 and December 31, 2020:
September 30,
2021
December 31,
2020
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 769,679,533
$ 776,931,406
$ 554,650,131
$ 566,459,850
Second-lien senior secured debt
27,490,362
28,248,519
19,407,847
19,975,980
Convertible Bond
1,023,082
1,048,445
-
-
Collateralized securities and structured products - debt
5,342,332
5,574,122
12,937,788
13,615,501
Equity
500,000
933,000
-
-
Short-term investments
64,373,047
64,373,047
53,104,869
53,104,869
Total Investments
$ 868,408,356
$ 877,108,539
$ 640,100,635
$ 653,156,200
As
of September 30, 2021, approximately 11.3% of the investment portfolio at amortized cost and 11.5% 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 17.0% 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, 10.4% 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 September 30, 2021 and December 31, 2020, respectively.
27
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 September 30, 2021
and December 31, 2020 was as follows:
September 30,
2021
December 31,
2020
Software
14.2 %
13.3 %
Healthcare Providers and Services
13.5 %
12.0 %
Cash and cash equivalents
7.3 %
8.1 %
Professional Services
5.7 %
4.4 %
Insurance
4.9 %
7.7 %
Media
4.9 %
4.4 %
IT Services
4.1 %
3.1 %
Containers and Packaging
3.7 %
2.4 %
Hotels, Restaurants and Leisure
3.5 %
3.6 %
Independent Power and Renewable Electricity Producers
3.1 %
3.2 %
Diversified Financial Services
2.7 %
3.7 %
Chemicals
2.5 %
1.8 %
Interactive Media and Services
2.5 %
1.5 %
Metals and Mining
2.4 %
1.3 %
Commercial Services and Supplies
2.3 %
2.8 %
Oil, Gas and Consumable Fuels
2.3 %
1.7 %
Diversified Consumer Services
2.2 %
3.2 %
Health Care Technology
1.9 %
2.3 %
Construction and Engineering
1.6 %
2.2 %
Auto Components
1.6 %
- %
Electronic Equipment, Instruments and Components
1.6 %
- %
Building Products
1.5 %
1.1 %
Specialty Retail
1.4 %
2.4 %
Airlines
1.4 %
- %
Food Products
1.2 %
1.2 %
Diversified Telecommunication Services
1.1 %
2.2 %
Construction Materials
1.0 %
0.6 %
Healthcare Equipment and Supplies
1.0 %
1.1 %
Aerospace and Defense
0.7 %
0.7 %
Electric Utilities
0.7 %
0.8 %
Structured Note
0.6 %
2.1 %
Wireless Telecommunication Services
0.6 %
0.9 %
Electrical Equipment
0.2 %
- %
Personal Products
0.1 %
- %
Consumer Finance
- %
- %
Pharmaceuticals
- %
1.0 %
Leisure Products
- %
0.8 %
Internet and Direct Marketing Retail
- %
0.5 %
Technology Hardware, Storage and Peripherals
- %
0.5 %
Capital Markets
- %
0.4 %
Energy Equipment and Services
- %
0.3 %
Real Estate Investment Trusts (REITs)
- %
0.3 %
Textiles, Apparel and Luxury Goods
- %
0.3 %
Transportation Infrastructure
- %
0.1 %
Total
100.0 %
100.0 %
28
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 September 30, 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.
29
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The
following table presents the fair value hierarchy of investments as of September 30, 2021:
Fair Value Hierarchy as of September 30, 2021
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 776,931,406
$ -
$ 776,931,406
Second-lien senior secured debt
-
28,248,519
-
28,248,519
Convertible Bond
-
1,048,445
-
1,048,445
Collateralized securities and structured products - debt
-
5,574,122
-
5,574,122
Equity
933,000
-
-
933,000
Short Term Investments
64,373,047
-
-
64,373,047
Total Investments
$ 65,306,047
$ 811,802,492
$ -
$ 877,108,539
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 nine months ended September 30, 2021 and the period January 23, 2020 (Commencement of Operations) through September 30, 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 September 30, 2021, approximates
its carrying value because the Credit Facility has variable interest based on selected short term rates.
30
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 September 30, 2021, the Company’s asset coverage ratio was
173%.
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, 2025, 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, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million
on October 12, 2020, and further increased to $725 million on September 29, 2021. The Borrowers’ ability to draw under the Credit
Facility is scheduled to terminate on February 11, 2025. All amounts outstanding under the Credit Facility are required to be repaid by
February 18, 2025. 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 September 30, 2021:
September 30, 2021
Aggregate Principal Committed
Outstanding
Principal
Amount
Available (1)
Net Carrying
Value (2)
Credit Facility
$ 725,000,000
$ 427,500,000
$ 297,500,000
$ 424,540,770
Total debt
$ 725,000,000
$ 427,500,000
$ 297,500,000
$ 424,540,770
(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 $3.751 million and accrued interest of $792 thousand.
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 and accrued interest of $274 thousand.
31
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average
debt outstanding during the nine months ended September 30, 2021, and the period January 23, 2020 (Commencement of Operations) through
September 30, 2020, was $411.7 million and $198.6 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 and nine months ended September 30, 2021 and the three months ended September 30, 2020 and period January 23, 2020 (Commencement
of Operations) through September 30, 2020, the components of interest expense with respect to the Credit Facility were as follows:
For the
Three Months Ended
For the
Nine Months Ended
For the
Three Months Ended
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
September 30,
2021
September 30,
2020
September 30,
2020
Interest expense
$ 1,570,083
$ 4,632,862
$ 1,424,100
$ 2,791,229
Amortization of debt issuance costs
130,581
389,178
111,383
258,707
Total interest expense
$ 1,700,664
$ 5,022,040
$ 1,535,483
$ 3,049,936
Average interest rate
1.38 %
1.40 %
1.47 %
1.53 %
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”).
32
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, 2025. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
As
of both September 30, 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 thirteen 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 thirteen and sixteen 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 and nine months ended September 30, 2021, the components of interest expense with respect to the WF Credit Facility were as
follows:
For the
Three Months Ended
For the
Nine Months Ended
September 30,
2021
September 30,
2021
Interest expense
$ 191,667
$ 568,750
Amortization of debt issuance costs
51,186
151,890
Total interest expense
$ 242,853
$ 720,640
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.
33
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
7. Share Transactions
Offering
Proceeds
During
the nine months ended September 30, 2021 and the period January 23, 2020 (Commencement of Operations) through September 30, 2020, the
Company issued and sold 2,551,012 shares at an aggregate purchase price of $52.5 million and 12,423,874 shares at an aggregate purchase
price of $235.8 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.
34
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
8. Commitments and Contingencies
As
of September 30, 2021 and December 31, 2020, the Company had an aggregate of $4.9 million and $1.3 million, respectively, of unfunded
commitments to provide debt financing to its portfolio companies. As of each of September 30, 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 September 30, 2021 is shown in the table below:
As of
Expiration
Date (1)
September 30,
2021
ARC Falcon I (New Arclin) DD T/L
9/22/2028
$ 636,943
LBM Acquisition LLC
12/18/2027
666,667
National Mentor Holdings, Inc.
2/18/2028
279,329
OneDigital Borrower LLC
11/16/2027
187,500
Osmosis Debt Merger Sub, Inc.
6/16/2028
522,222
Sovos Compliance DD T/L (8/21)
6/17/2028
589,041
Vocus Group
5/26/2028
2,000,000
Total unfunded commitments
$ 4,881,702
(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 September
30, 2021, management is not aware of any pending or threatened litigation.
35
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 September 30, 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 and nine months ended
September 30, 2021 and the three months ended September 30, 2020 and period January 23, 2020 (Commencement of Operations) through September
30, 2020:
For the
Three Months Ended
September 30
For the
Nine Months Ended
September 30,
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Net increase (decrease) in net assets resulting from operations
$ 4,726,127
$ 15,399,192
$ 15,107,281
$ 13,801,260
Weighted average shares of common stock outstanding -
basic and diluted
14,429,113
12,373,456
13,431,233
10,669,852
Earnings (loss) per share of common stock - basic and diluted
$ 0.33
$ 1.24
$ 1.12
$ 1.29
36
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 nine months ended September 30, 2021 and the period January 23, 2020 (Commencement of Operations)
through September 30, 2020:
For the
Nine Months Ended
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
September 30,
2020
Per Common Share Operating Performance
Net Asset Value, Beginning of Period
$ 20.15
$ 20.00
Results of Operations:
Net Investment Income (1)
1.13
0.78
Net Realized and Unrealized Gain (Loss) on Investments (1)(4)
(0.02 )
(0.68 )
Net Increase (Decrease) in Net Assets Resulting from Operations
1.11
0.10
Distributions to Common Stockholders
Distributions
from Net Investment Income
(0.56 )
(0.31 )
Net Decrease in Net Assets Resulting from Distributions
(0.56 )
(0.31 )
Net Asset Value, End of Period
$ 20.70
$ 19.79
Shares Outstanding, End of Period
15,113,817
12,423,949
Ratio/Supplemental Data
Net assets, end of period
$ 312,927,268
$ 245,828,557
Weighted-average shares outstanding
13,431,233
10,669,852
Total Return (3)
7.15 %
0.60 %
Portfolio turnover
46 %
44 %
Ratio of operating expenses to average net assets without waiver (2)
5.72 %
5.77 %
Ratio of operating expenses to average net assets with waiver (2)
5.47 %
5.52 %
Ratio of net investment income (loss) to average net assets without waiver (2)
7.09 %
5.87 %
Ratio of net investment income (loss) to average net assets with waiver (2)
7.34 %
6.12 %
(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.
37
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
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 October 14, 2021, the Company
issued and sold 5,696,678.50 shares of its common stock at an aggregate purchase price of $117,921,245 million. 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.
On November 12, 2021, the
Company declared a distribution of $0.17 per share for holders of record as of November 16, 2021, of which a cash distribution is payable
on November 17, 2021 and the remainder will be paid in common stock through the Company’s dividend reinvestment plan.
38
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;
39
● actual
or potential conflicts of interest with the Investment Advisor and its affiliates;
● 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.
40
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.
41
Portfolio
and Investment Activity
As of September 30, 2021,
our weighted average total yield to maturity of debt and income producing securities at fair value was 4.75%, and our weighted average
total yield to maturity of debt and income producing securities at amortized cost was 6.82%.
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 September 30, 2021,
we had 209 debt and equity investments in 185 portfolio companies with an aggregate fair value of approximately $812.7 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 and nine months ended September 30, 2021 and the three months ended September 30, 2020 and period January
23, 2020 (Commencement of Operations) through September 30, 2020 is presented below (information presented herein is at amortized cost
unless otherwise indicated).
42
For the
Three Months Ended
For the
Nine Months Ended
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
September 30,
2020
September 30,
2021
September 30,
2020
New investments:
Gross investments
$ 244,519,903
$ 159,880,713
$ 521,946,955
$ 785,864,238
Less: sold investments
(84,715,634 )
(133,737,660 )
(304,891,295 )
(169,031,728 )
Total new investments
159,804,269
26,143,053
217,055,660
616,832,510
Principal amount of investments funded:
First-lien senior secured debt investments
$ 236,084,903
$ 141,805,516
$ 502,801,955
$ 738,944,840
Second-lien senior secured debt investments
8,435,000
9,460,697
16,407,500
23,666,625
Corporate bonds
-
1,912,750
-
6,494,148
Convertible bonds
-
-
1,025,000
-
Collateralized securities and structured products - debt
-
6,701,750
1,212,500
16,758,625
Common stock
-
-
500,000
-
Total principal amount of investments funded
244,519,903
159,880,713
521,946,955
785,864,238
Principal amount of investments sold or repaid:
First-lien senior secured debt investments
83,893,728
125,100,532
287,756,437
158,045,234
Second-lien senior secured debt investments
820,806
2,546,840
8,324,984
2,545,289
Corporate Bonds
-
2,198,950
-
4,581,931
Convertible bonds
1,100
-
1,918
-
Collateralized securities and structured products - debt
-
3,891,338
8,807,956
3,859,274
Common stock
-
-
-
-
Total principal amount of investments sold or repaid
84,715,634
133,737,660
304,891,295
169,031,728
Number of new investment commitments
41
40
114
228
Average new investment commitment amount
$ 3,911,723
$ 2,750,517
$ 3,878,121
$ 2,902,590
Weighted average maturity for new investment commitment
5.61 years
5.75 years
5.65 years
5.03 years
Percentage of new debt investment commitments at floating rates
100.00 %
98.31 %
99.77 %
99.54 %
Percentage of new debt investment commitments at fixed rates
0.00 %
1.69 %
0.23 %
0.46 %
Weighted average interest rate of new investment commitments
4.80 %
5.18 %
4.72 %
4.52 %
Weighted average spread over LIBOR of new floating rate investment commitments
4.25 %
4.38 %
4.14 %
3.94 %
Weighted average interest rate on investment sold or paid down
3.95 %
3.65 %
4.22 %
3.62 %
As
of September 30, 2021 and December 31, 2020, our investments consisted of the following:
September 30,
2021
December 31,
2020
Amortized
Fair
Amortized
Fair
Investments:
Cost
Value
Cost
Value
First-lien senior secured debt
$ 769,679,533
$ 776,931,406
$ 554,650,131
$ 566,459,850
Second-lien senior secured debt
27,490,362
28,248,519
19,407,847
19,975,980
Convertible Bond
1,023,082
1,048,445
-
-
Collateralized securities and structured products - debt
5,342,332
5,574,122
12,937,788
13,615,501
Equity
500,000
933,000
-
-
Short-term investments
64,373,047
64,373,047
53,104,869
53,104,869
Total Investments
$ 868,408,356
$ 877,108,539
$ 640,100,635
$ 653,156,200
43
The
table below describes investments by industry composition based on fair value as of September 30, 2021 and December 31, 2020:
September 30,
2021
December 31,
2020
Software
14.2 %
13.3 %
Healthcare Providers and Services
13.5 %
12.0 %
Cash and cash equivalents
7.3 %
8.1 %
Professional Services
5.7 %
4.4 %
Insurance
4.9 %
7.7 %
Media
4.9 %
4.4 %
IT Services
4.1 %
3.1 %
Containers and Packaging
3.7 %
2.4 %
Hotels, Restaurants and Leisure
3.5 %
3.6 %
Independent Power and Renewable Electricity Producers
3.1 %
3.2 %
Diversified Financial Services
2.7 %
3.7 %
Chemicals
2.5 %
1.8 %
Interactive Media and Services
2.5 %
1.5 %
Metals and Mining
2.4 %
1.3 %
Commercial Services and Supplies
2.3 %
2.8 %
Oil, Gas and Consumable Fuels
2.3 %
1.7 %
Diversified Consumer Services
2.2 %
3.2 %
Health Care Technology
1.9 %
2.3 %
Construction and Engineering
1.6 %
2.2 %
Auto Components
1.6 %
- %
Electronic Equipment, Instruments and Components
1.6 %
- %
Building Products
1.5 %
1.1 %
Specialty Retail
1.4 %
2.4 %
Airlines
1.4 %
- %
Food Products
1.2 %
1.2 %
Diversified Telecommunication Services
1.1 %
2.2 %
Construction Materials
1.0 %
0.6 %
Healthcare Equipment and Supplies
1.0 %
1.1 %
Aerospace and Defense
0.7 %
0.7 %
Electric Utilities
0.7 %
0.8 %
Structured Note
0.6 %
2.1 %
Wireless Telecommunication Services
0.6 %
0.9 %
Electrical Equipment
0.2 %
- %
Personal Products
0.1 %
- %
Consumer Finance
- %
- %
Pharmaceuticals
- %
1.0 %
Leisure Products
- %
0.8 %
Internet and Direct Marketing Retail
- %
0.5 %
Technology Hardware, Storage and Peripherals
- %
0.5 %
Capital Markets
- %
0.4 %
Energy Equipment and Services
- %
0.3 %
Real Estate Investment Trusts (REITs)
- %
0.3 %
Textiles, Apparel and Luxury Goods
- %
0.3 %
Transportation Infrastructure
- %
0.1 %
Total
100.0 %
100.0 %
44
The
table below shows the weighted average yields and interest rate of our debt investments at fair value as of September 30, 2021 and December
31, 2020:
September 30,
2021
December 31,
2020
Weighted average total yield of debt and income producing securities
4.75 %
4.96 %
Weighted average interest rate of debt and income producing securities
4.70 %
4.73 %
Weighted average spread over LIBOR of all floating rate investments
4.14 %
4.14 %
Results
of Operations
The
following table represents the operating results for the three and nine months ended September 30, 2021 and the three months ended September
30, 2020 and period January 23, 2020 (Commencement of Operations) through September 30, 2020:
For
the
Three Months Ended
September 30
For
the
Nine Months Ended
September 30,
For
the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Total
investment income
$ 8,875,949
$ 7,926,003
$ 26,420,053
$ 15,788,223
Less:
Net expenses
3,966,032
3,500,556
11,276,184
7,489,789
Net
investment income
4,909,917
4,425,447
15,143,869
8,298,434
Net
realized gains (losses) on investments
489,555
(1,692,439 )
4,335,050
(1,089,875 )
Net
change in unrealized gains (losses) on investments
(673,345 )
12,666,184
(4,371,638 )
6,592,701
Net
increase (decrease) in net assets resulting from operations
$ 4,726,127
$ 15,399,192
$ 15,107,281
$ 13,801,260
Investment
Income
Investment
income for the three and nine months ended September 30, 2021 and the three months ended September 30, 2020 and period January 23, 2020
(Commencement of Operations) through September 30, 2020, was as follows:
For
the
Three Months Ended
September 30
For
the
Nine Months Ended
September 30,
For
the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Interest
from investments
$ 8,722,685
$ 7,780,219
$ 25,917,343
$ 15,406,831
Dividend
income
2,775
5,952
5,412
226,431
Other
income
150,489
139,832
497,298
154,961
Total
investment income
$ 8,875,949
$ 7,926,003
$ 26,420,053
$ 15,788,223
45
For the three and nine months
ended September 30, 2021, total investment income was driven by interest income from our investments. For the three months ended September
30, 2020 and period January 23, 2020 (Commencement of Operations) through September 30, 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 $660.2 million as of September 30, 2020. The size of our investment portfolio at fair value increased from $600.1
million as of December 31, 2020 to $812.7 million as of September 30, 2021. All debt and short-term investments were income producing,
and there were no loans on non-accrual status as of September 30, 2021.
Expenses
Operating
expenses for the three and nine months ended September 30, 2021 and the three months ended September 30, 2020 and period January 23,
2020 (Commencement of Operations) through September 30, 2020, was as follows:
For the
Three Months Ended
September 30
For the
Nine Months Ended
September 30,
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Interest and debt financing expenses
$ 1,943,517
$ 1,535,483
$ 5,742,680
$ 3,049,936
Management fees
1,490,796
1,171,055
4,123,665
2,704,777
Other operating expenses
697,904
919,004
1,865,461
1,892,369
Initial organization
-
-
-
122,199
Directors fees
20,164
21,396
59,836
58,605
Management fee waiver
(186,349 )
(146,382 )
(515,458 )
(338,097 )
Net expenses
$ 3,966,032
$ 3,500,556
$ 11,276,184
$ 7,489,789
Net expenses for the three
months ended September 30, 2021 were $4.0 million, which consisted of $1.9 million in interest and debt financing, $1.5 million in management
fees, $698 thousand in other operating expenses, and $20 thousand in directors fees offset by $186 thousand in management fee waiver from
the Investment Advisor. Net expenses for the nine months ended September 30, 2021 were $11.3 million, which consisted of $5.7 million
in interest and debt financing, $4.1 million in management fees, $1.9 million in other operating expenses, and $60 thousand in directors
fees offset by $515 thousand in management fee waiver from the Investment Advisor.
Interest expense went up as
a result of an increase in debt. Average debt outstanding increased from $198.6 million to $411.7 million for the period January 23, 2020
(Commencement of Operations) through September 30, 2020 and the nine months ended September 30,2021, respectively. Management fees increased
due to a higher value of total net assets. Total net assets increased from $245.8 million to $312.9 million as of September 30, 2020 and
September 30, 2021, respectively.
Net
expenses for the three months ended September 30, 2020 were $3.5 million, which consisted of $1.5 million in interest and debt financing,
$1.2 million in management fees, $919 thousand in other operating expenses, and $21 thousand in directors fees offset by $146 thousand
in management fee waiver from the Investment Advisor. Net expenses for the period from January 23, 2020 (Commencement of Operations)
through September 30, 2020 were $7.5 million, which consisted of $3.0 million in interest and debt financing, $2.7 million in management
fees, $122 thousand in initial organization expenses, $1.9 million in other operating expense, and $59 thousand in directors fees offset
by $338 thousand in management fee waiver from the Investment Advisor.
46
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
and nine months ended September 30, 2021 and the three months ended September 30, 2020 and period January 23, 2020 (Commencement of Operations)
through September 30, 2020, net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the
Three Months Ended
September 30
For the
Nine Months Ended
September 30,
For the Period
January 23, 2020
(Commencement of Operations) through
September 30,
2021
2020
2021
2020
Unrealized gains on investments
$ 490,866
$ 14,811,860
$ 6,061,972
$ 10,030,332
Unrealized (losses) on investments
(1,164,211 )
(2,145,676 )
(10,433,610 )
(3,437,631 )
Net change in unrealized gains (losses) on investments
$ (673,345 )
$ 12,666,184
$ (4,371,638 )
$ 6,592,701
The change in unrealized depreciation
for the three months ended September 30, 2021 totaled $673 thousand, and the change in unrealized appreciation for the three months ended
September 30, 2020 totaled $12.7 million. For the three months ended September 30, 2021, this consisted of unrealized appreciation of
$0.4 million related to existing portfolio investments and unrealized appreciation of $0.7 million related to new portfolio investments,
and net unrealized depreciation of $1.8 million related to exited portfolio investments (a portion of which has been reclassified to realized
gains). For the three months ended September 30, 2020, this consisted of net unrealized appreciation of $9.3 million related to existing
portfolio investments and unrealized appreciation of $0.8 million related to new portfolio investments, and net unrealized appreciation
of $2.6 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
The change in unrealized depreciation
for the nine months ended September 30, 2021 totaled $4.4 million and the change in unrealized appreciation for the period from January
23, 2020 (Commencement of Operations) through September 30, 2020 totaled $6.6 million. For the nine months ended September 30, 2021, this
consisted of net unrealized depreciation of $0.1 million related to existing portfolio investments and unrealized appreciation of $4.1
million related to new portfolio investments, and net unrealized depreciation of $8.4 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 September 30, 2020 was related to the appreciation of our investments in APID 2016-24A ER 10/20/2030,
Mohegan Tribal T/L, and Prairie ECI Acquiror LP among other existing portfolio investments.
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.
47
During the nine months ended
September 30, 2021, we experienced a net increase in cash and cash equivalents of $10.3 million. During the period, net cash used in operating
activities was $61.3 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market
funds) of $521.9 million, partially offset by proceeds received from sale of investments of $309.4 million. We invested in short-term
money market funds during the period, and as of the end of the period we held $64.4 million in fair value of short-term money market funds.
During the same period, net cash provided by financing activities was $71.6 million, primarily consisting of $33.0 million of net borrowing
under the Credit Facility and proceeds from the issuance of common stock of $45.5 million, partially offset by distributions paid in cash
of $4.8 million.
During the period January
23, 2020 (Commencement of Operations) through September 30, 2020, we experienced a net increase in cash and cash equivalents of $1.2 million.
During the period, net cash used in operating activities was $605.2 million, primarily as a result of fundings of portfolio investments
(excluding investments in short-term money market funds) of $785.9 million, partially offset by proceeds received from sale of portfolio
investments of $169.2 million. We invested in short-term money market funds during the period, and as of the end of the period we held
$36.8 million in fair value of short-term money market funds. During the same period, net cash provided by financing activities was $606.4
million, primarily consisting of $375.2 million of net borrowing under the Credit Facility and proceeds from the issuance of common stock
of $233.6 million.
As
of September 30, 2021 and September 30, 2020, we had cash and cash equivalents of $11.0 million and $1.2 million, respectively. As of
September 30, 2021, we had $427.5 million principal outstanding under the Credit Facility and no principal outstanding under the WF Credit
Facility. As of September 30, 2020, we had approximately $375.0 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 nine months ended September 30, 2021 and the period January 23, 2020 (Commencement of Operations) through September 30, 2020, we
had aggregate capital commitments and undrawn capital commitments from investors as follows:
September 30, 2021
September 30, 2020
Capital
Commitments
Unfunded
Capital
Commitments (1)
% of Capital
Commitments
Funded
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Common stock
$ 163,470,019
$ 117,921,245
28 %
$ 235,554,820
$ -
100 %
(1)
100% of the unfunded commitments
were drawn down in October 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 September 30, 2021, our asset coverage ratio was 173%.
Capital
Contributions
During the nine months
ended September 30, 2021 and the period January 23, 2020 (Commencement of Operations) through September 30, 2020, the Company issued
and sold 2,551,012 shares at an aggregate purchase price of $52.5 million and 12,423,874 shares at an aggregate purchase price of
$235.8 million, respectively. These amounts include shares issued in reinvestment.
48
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, 2025, 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, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million
on October 12, 2020, and further increased to $725 million on September 29, 2021. The Borrowers’ ability to draw under the Credit
Facility is scheduled to terminate on February 11, 2025. All amounts outstanding under the Credit Facility are required to be repaid by
February 18, 2025.
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 September 30, 2021, we had approximately $427.5 million principal outstanding and $297.5 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.
49
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, 2025. 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 thirteen 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 thirteen and sixteen 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 September 30, 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.
50
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.
51
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.
52
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.
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.
53
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 September 30,
2021 is as follows:
Payments Due by Period
Total
Less than 1 year
1-3 years
3-5 years
After 5 years
Credit Facility, Net
$ 424,540,770
$ -
$ -
$ 424,540,770
$ -
Total contractual obligations
$ 424,540,770
$ -
$ -
$ 424,540,770
$ -
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 September 30, 2021 and December 31, 2020, we had seven unfunded commitments
totaling $4.9 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.
54
Assuming
that the consolidated statement of assets and liabilities as of September 30, 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
$ (2,031,837 )
$ (1,068,750 )
$ (963,087 )
Up 100 basis points
8,127,349
4,275,000
$ 3,852,349
Up 200 basis points
16,254,697
8,550,000
$ 7,704,697
Up 300 basis points
24,382,046
12,825,000
$ 11,557,046
The
data in the table is based on the Company’s current statement of assets and liabilities. As of September 30, 2021, the Company
had $148.9 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.
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 September 30, 2021 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
55
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 nine months ended September 30, 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 nine months ended
September 30, 2021, the Company issued and sold 2,551,012 shares of its common stock at an aggregate purchase price of $52.5 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.
56
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)
10.1*
Second Amendment to Credit Agreement, dated September 29, 2021, by and among Palmer Square BDC Funding I LLC, as the borrower, and Bank of America, N.A., as administrative agent and as lender.
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
57
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:
November 15, 2021
/s/
Christopher D. Long
Name:
Christopher
D. Long
Title:
Chief Executive Officer
and President
(Principal Executive Officer)
Date: November 15, 2021
/s/
Jeffrey D. Fox
Name:
Jeffrey D. Fox
Title:
Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)
58
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.