FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
−Removed: to Consolidated Financial Statements
−Removed: of Independent Registered Public Accounting Firm
−Removed: Statement of Assets and Liabilities as of December 31, 2020 and December 31, 2019
−Removed: Statement of Operations for the Period January 23, 2020 (Commencement of Operations) through December 31, 2020
−Removed: Statement of Changes in Net Assets for the Period January 23, 2020 (Commencement of Operations) through December 31, 2020
−Removed: Statement of Cash Flows for the Period January 23, 2020 (Commencement of Operations) through December 31, 2020
−Removed: Schedule of Investments as of December 31, 2020
−Removed: to Consolidated Financial Statements
+Added: Index to Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm
+Added: Consolidated Statement of Assets and Liabilities as of December 31, 2021 and December 31, 2020
+Added: Consolidated Statement of Operations for the year ended December 31, 2021 and the Period January 23, 2020 (Commencement of Operations) through December 31, 2020
+Added: Consolidated Statement of Changes in Net Assets for the year ended December 31, 2021 and the Period January 23, 2020 (Commencement of Operations) through December 31, 2020
+Added: Consolidated Statement of Cash Flows for the year ended December 31, 2021 and the Period January 23, 2020 (Commencement of Operations) through December 31, 2020
+Added: Consolidated Schedule of Investments as of December 31, 2021 and 2020
+Added: Notes to Consolidated Financial Statements
of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Stockholders
−Removed: of Palmer Square Capital BDC Inc.
+Added: To the Board of Directors and Stockholders of
+Added: Palmer Square Capital BDC Inc.
Opinion on the Financial Statements
−Removed: We have audited the accompanying statement
−Removed: of assets and liabilities, including the schedule of investments, of Palmer Square Capital BDC Inc.
+Added: We have audited the accompanying consolidated statements of assets and
+Added: liabilities, including the consolidated schedules of investments, of Palmer Square Capital BDC Inc.
and its subsidiaries (the “Company”)
−Removed: as of December 31, 2020, and the related statements of operations, changes in net assets and cash flows for the period from January
−Removed: 23, 2020 (commencement of operations) to December 31, 2020, including the related notes.
−Removed: In addition, we have audited the accompanying
−Removed: statement of assets and liabilities of the Company as of December 31, 2019 (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
−Removed: December 31, 2020 and December 31, 2019, and the results of its operations, changes in its net assets and its cash flows for the
−Removed: period from January 23, 2020 (commencement of operations) to December 31, 2020 in conformity with accounting principles generally
−Removed: accepted in the United States of America.
+Added: as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in net assets and cash flows for the
+Added: year ended December 31, 2021 and for the period from January 23, 2020 (commencement of operations) to December 31, 2020, including the
+Added: related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial
+Added: statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results
+Added: of its operations, changes in its net assets and its cash flows for the year ended December 31, 2021 and for the period from January 23,
+Added: 2020 (commencement of operations) to December 31, 2020 in conformity with accounting principles generally accepted in the United States
Basis for Opinion
−Removed: These financial statements are the responsibility
−Removed: of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based
−Removed: on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
−Removed: and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable
−Removed: rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits of these financial
−Removed: statements in accordance with the standards of the PCAOB.
+Added: These consolidated financial statements are the responsibility of the Company’s
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
+Added: to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations
+Added: of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits of these consolidated
+Added: financial statements in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain
−Removed: reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures
−Removed: to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
−Removed: that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
−Removed: in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made
−Removed: by management, as well as evaluating the overall presentation of the financial statements.
−Removed: Our procedures included confirmation
−Removed: of securities owned as of December 31, 2020 by correspondence with the custodian, agent banks and brokers;
−Removed: when replies were not
−Removed: received from brokers or agent banks, we performed other auditing procedures.
−Removed: We believe that our audits provide a reasonable basis
−Removed: for our opinion.
+Added: reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
+Added: an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
+Added: Our audits included performing procedures to assess the risks of material
+Added: misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
+Added: evaluating the overall presentation of the consolidated financial statements.
+Added: Our procedures included confirmation of securities owned
+Added: as of December 31, 2021 and 2020 by correspondence with the custodian, brokers and agent banks;
+Added: when replies were not received from brokers
+Added: or agent banks, we performed other auditing procedures.
+Added: We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
1 unchanged sentence
March 11, 2022
−Removed: We have served as the auditor of Palmer
−Removed: Square Capital BDC Inc.
−Removed: Square Capital BDC Inc.
−Removed: Statement of Assets and Liabilities
−Removed: (Unconsolidated)
−Removed: Non-controlled, non-affiliated investments, at fair value (amortized cost of $640,100,635)
+Added: We have served as the Company’s auditor since 2019.
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Statement of Assets and Liabilities
+Added: Non-controlled, non-affiliated investments, at fair value (amortized cost of $1,189,713,653 and $640,100,635, respectively)
$ 1,194,257,584
+Added: $ 653,156,200
Cash and cash equivalents
6 unchanged sentences
$ 1,217,286,149
−Removed: Credit facility, net (Note 6)
$ 667,490,101
−Removed: Payable to affiliate for organizational costs
+Added: Credit facilities, net (Note 6)
+Added: $ 649,910,497
+Added: $ 393,152,103
Payable for investments purchased
1 unchanged sentence
Management fee payable
+Added: Directors fee payable
Accrued other general and administrative expenses
1 unchanged sentence
$ 764,488,561
+Added: $ 414,345,130
Commitments and contingencies (Note 8)
6 unchanged sentences
$ 452,797,588
+Added: $ 253,144,971
Total Liabilities and Net Assets
$ 1,217,286,149
−Removed: Net Asset Value Per Common Share
$ 667,490,101
−Removed: The accompanying notes are an integral part
−Removed: of these consolidated financial statements.
−Removed: Square Capital BDC Inc.
−Removed: Statement of Operations
−Removed: For the Period January 23, 2020 (Commencement of Operations) through
+Added: Net Asset Value Per Common Share
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Statement of Operations
+Added: For the Period
+Added: (Commencement of Operations) through
Investment income from non-controlled, non-affiliated investments:
25 unchanged sentences
Basic and diluted net increase in net assets resulting from operations
−Removed: Weighted Average Common Shares Outstanding - Basic and Diluted
−Removed: The accompanying notes are an integral part
−Removed: of these consolidated financial statements.
−Removed: Square Capital BDC Inc.
−Removed: Statement of Changes in Net Assets
−Removed: For the Period January 23, 2020 (Commencement of Operations) through
+Added: Weighted Average Common Shares Outstanding –
+Added: Basic and Diluted
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Statement of Changes in Net Assets
+Added: For the Period
+Added: (Commencement of Operations) through
Increase (Decrease) in Net Assets Resulting from Operations:
6 unchanged sentences
(17,845,775 )
+Added: (12,181,659 )
+Added: Distributions declared from realized gains
Net Decrease in Net Assets Resulting from Stockholder Distributions
(25,952,493 )
+Added: (12,181,659 )
Increase in Net Assets Resulting from Capital Share Transactions
6 unchanged sentences
$ 452,797,588
−Removed: The accompanying notes are an integral part
−Removed: of these consolidated financial statements.
−Removed: Square Capital BDC Inc.
+Added: $ 253,144,971
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
+Added: Palmer Square Capital BDC Inc.
Consolidated Statement of Cash Flows
+Added: For the Year Ended
For the Period January 23, 2020 (Commencement of Operations) through
1 unchanged sentence
Net increase (decrease) in net assets resulting from operations
−Removed: Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
+Added: Adjustments to reconcile net increase (decrease) in net assets
+Added: resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments
4 unchanged sentences
(662,604,311 )
+Added: (664,542,585 )
Purchases of portfolio investments
(926,351,937 )
+Added: (854,515,933 )
Proceeds from sale of short-term investments
7 unchanged sentences
(Increase)/decrease in receivable for paydowns of investments
+Added: (Increase)/decrease in prepaid expenses and other assets
Increase/(decrease) in payable for investments purchased
Increase/(decrease) in management fees payable
+Added: Increase/(decrease) in directors fee payable
Increase/(decrease) in accrued other general and administrative expenses
1 unchanged sentence
(438,011,310 )
+Added: (623,170,895 )
Cash Flows from Financing Activities:
Borrowings on credit facility
+Added: Payments on credit facility
Payments of debt issuance costs
10 unchanged sentences
Distributions payable
−Removed: The accompanying notes are an integral part
−Removed: of these consolidated financial statements.
−Removed: Square Capital BDC Inc.
−Removed: Schedule of Investments
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Debt Investments
+Added: First Lien Senior Secured (2)
+Added: AAdvantage Loyalty IP Ltd.
+Added: 5.50% (L + 4.75%)
+Added: AccentCare, Inc.
+Added: Healthcare Providers and Services
+Added: 4.18% (L + 4.00%)
+Added: Acrisure, LLC (7)
+Added: 3.63% (L + 3.50%)
+Added: Acrisure, LLC (7)
+Added: 4.75% (L + 4.25%)
+Added: AHP Health Partners, Inc.
+Added: Healthcare Equipment and Supplies
+Added: 4.00% (L + 3.50%)
+Added: AI Aqua Merger Sub, Inc., (5)(7)(8)
+Added: Food Products
+Added: 4.50% (L + 4.00%)
+Added: Aimbridge Acquisition Co., Inc.
+Added: Hotels, Restaurants and Leisure
+Added: 3.84% (L + 3.75%)
+Added: Air Methods Corporation (7)
+Added: Aerospace and Defense
+Added: 4.50% (L + 3.50%)
+Added: Alliant Holdings Intermediate LLC (7)
+Added: 4.00% (L + 3.50%)
+Added: Allied Universal Holdco LLC (7)
+Added: Professional Services
+Added: 4.25% (L + 3.75%)
+Added: Alterra Mountain Company (7)
+Added: Hotels, Restaurants and Leisure
+Added: 4.00% (L + 3.50%)
+Added: Amentum Government Services Holdings LLC (7)
+Added: Aerospace and Defense
+Added: 3.60% (L + 3.50%)
+Added: Amentum Government Services Holdings LLC (7)
+Added: Aerospace and Defense
+Added: 5.50% (L + 4.75%)
+Added: American Airlines, Inc.
+Added: 2.11% (L + 2.00%)
+Added: American Airlines, Inc.
+Added: 1.85% (L + 1.75%)
+Added: American Rock Salt Company LLC (7)
+Added: Metals and Mining
+Added: 4.75% (L + 4.00%)
+Added: Amynta Agency Borrower, Inc.
+Added: 4.60% (L + 4.50%)
+Added: AP Gaming I, LLC (7)
+Added: Hotels, Restaurants and Leisure
+Added: 4.50% (L + 3.50%)
+Added: Applovin Corporation (4)(7)
+Added: 3.50% (L + 3.00%)
+Added: Aptean Inc (5)(7)(8)
+Added: 4.35% (L + 4.25%)
+Added: AQA Acquisition Holding, Inc.
+Added: 4.75% (L + 4.25%)
+Added: ARC Falcon I Inc.
+Added: 4.25% (L + 3.75%)
+Added: Arches Buyer Inc.
+Added: Leisure Products
+Added: 3.75% (L + 3.25%)
+Added: Aristocrat International PTY Ltd (4)(5)(7)(8)
+Added: Hotels, Restaurants and Leisure
+Added: 4.75% (L + 3.75%)
+Added: Aruba Investments Holdings, LLC (7)
+Added: 4.75% (L + 4.00%)
+Added: Ascend Learning, LLC (5)(7)
+Added: Professional Services
+Added: 4.00% (L + 3.50%)
+Added: AssuredPartners, Inc.
+Added: 4.00% (L + 3.50%)
+Added: Athenahealth, Inc.
+Added: Healthcare Equipment and Supplies
+Added: 4.40% (L + 4.25%)
+Added: Autokiniton US Holdings, Inc.
+Added: Auto Components
+Added: 5.00% (L + 4.50%)
+Added: Diversified Telecommunication Services
+Added: 4.11% (L + 4.00%)
+Added: Diversified Telecommunication Services
+Added: 4.36% (L + 4.25%)
+Added: Aveanna Healthcare LLC (4)(7)
+Added: Healthcare Providers and Services
+Added: 4.25% (L + 3.75%)
+Added: Azalea TopCo, Inc.
+Added: Healthcare Technology
+Added: 3.63% (L + 3.50%)
+Added: Barracuda Networks, Inc.
+Added: 4.50% (L + 3.75%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: BCP Raptor, LLC (5)(7)
+Added: Oil, Gas and Consumable Fuels
+Added: 5.25% (L + 4.25%)
+Added: BCP Renaissance Parent L.L.C.
+Added: Oil, Gas and Consumable Fuels
+Added: 4.50% (L + 3.50%)
+Added: Belfor Holdings Inc.
+Added: Commercial Services and Supplies
+Added: 3.85% (L + 3.75%)
+Added: Boxer Parent Company, Inc.
+Added: 3.88% (L + 3.75%)
+Added: Caesars Resort Collection, LLC (4)(7)
+Added: Hotels, Restaurants and Leisure
+Added: 3.60% (L + 3.50%)
+Added: Castle US Holding Corporation (8)
+Added: Professional Services
+Added: 3.88% (L + 3.75%)
+Added: Castle US Holding Corporation (8)
+Added: Professional Services
+Added: 4.75% (L + 4.00%)
+Added: CCI Buyer, Inc.
+Added: Wireless Telecommunication Services
+Added: 4.50% (L + 3.75%)
+Added: CCS-CMGC Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 5.63% (L + 5.50%)
+Added: CHG Healthcare Services, Inc (7)
+Added: Healthcare Providers and Services
+Added: 4.00% (L + 3.50%)
+Added: Connectwise LLC (7)
+Added: 4.00% (L + 3.50%)
+Added: Consolidated Communications, Inc.
+Added: Diversified Telecommunication Services
+Added: 4.25% (L + 3.50%)
+Added: ConvergeOne Holdings Corp.
+Added: 5.10% (L + 5.00%)
+Added: Corelogic, Inc.
+Added: Internet Software and Services
+Added: 4.00% (L + 3.50%)
+Added: CP Atlas Buyer, Inc (7)
+Added: Building Products
+Added: 4.25% (L + 3.75%)
+Added: Creation Technologies, Inc.
+Added: Electronic Equipment, Instruments and Components
+Added: 6.00% (L + 5.50%)
+Added: Curia Global, Inc.
+Added: Healthcare Providers and Services
+Added: 4.50% (L + 3.75%)
+Added: DCert Buyer, Inc.
+Added: 4.10% (L + 4.00%)
+Added: Deerfield Dakota Holding, LLC (7)
+Added: Diversified Financial Services
+Added: 4.75% (L + 3.75%)
+Added: Delek US Holdings, Inc.
+Added: Oil, Gas and Consumable Fuels
+Added: 6.50% (L + 5.50%)
+Added: Delta Topco, Inc.
+Added: 4.50% (L + 3.75%)
+Added: Digi International Inc.
+Added: Technology Hardware, Storage and Peripherals
+Added: 5.50% (L + 5.00%)
+Added: DIRECTV Financing, LLC (7)
+Added: 5.75% (L + 5.00%)
+Added: Dotdash Meredith, Inc.
+Added: 4.50% (C + SCA + 4.00%)
+Added: EAB Global, Inc.
+Added: Professional Services
+Added: 4.00% (L + 3.50%)
+Added: ECI Software Solutions, Inc.
+Added: 4.50% (L + 3.75%)
+Added: ECL Entertainment, LLC (8)
+Added: Hotels, Restaurants and Leisure
+Added: 8.25% (L + 7.50%)
+Added: EFS Cogen Holdings I LLC (5)(7)(8)
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.50% (L + 3.50%)
+Added: Endurance International Group, Inc.
+Added: Professional Services
+Added: 4.25% (L + 3.50%)
+Added: Ensemble RCM, LLC (7)
+Added: Healthcare Technology
+Added: 3.88% (L + 3.75%)
+Added: Enterprise Development Authority (8)
+Added: Hotels, Restaurants and Leisure
+Added: 5.00% (L + 4.25%)
+Added: Epicor Software Corporation (7)
+Added: 4.00% (L + 3.25%)
+Added: Excelitas Technologies Corp.
+Added: Industrial Conglomerates
+Added: 4.50% (L + 3.50%)
+Added: Filtration Group Corporation (7)
+Added: Industrial Conglomerates
+Added: 4.00% (L + 3.50%)
+Added: Flexera Software LLC (7)(8)
+Added: 4.50% (L + 3.75%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Generation Bridge Acquisition, LLC (5)(8)
+Added: Electric Utilities
+Added: 5.75% (L + 5.00%)
+Added: Generation Bridge Acquisition, LLC (5)(8)
+Added: Electric Utilities
+Added: 5.75% (L + 5.00%)
+Added: Getty Images, Inc.
+Added: 4.63% (L + 4.50%)
+Added: GFL Environmental Inc.
+Added: Commercial Services and Supplies
+Added: 3.50% (L + 3.00%)
+Added: Global Medical Response, Inc.
+Added: Healthcare Providers and Services
+Added: 5.25% (L + 4.25%)
+Added: Grab Holdings Inc (4)(5)(7)
+Added: 5.50% (L + 4.50%)
+Added: Great Outdoors Group, LLC (7)
+Added: Specialty Retail
+Added: 4.50% (L + 3.75%)
+Added: Grinding Media Inc.
+Added: Metals and Mining
+Added: 4.75% (L + 4.00%)
+Added: HAH Group Holding Company LLC (7)
+Added: Healthcare Providers and Services
+Added: 6.00% (L + 5.00%)
+Added: HAH Group Holding Company LLC (7)
+Added: Healthcare Providers and Services
+Added: 6.00% (L + 5.00%)
+Added: Hamilton Projects Acquiror LLC (7)(8)
+Added: Independent Power and Renewable Electricity Producers
+Added: 5.50% (L + 4.50%)
+Added: Harbor Freight Tools USA, Inc.
+Added: Specialty Retail
+Added: 3.25% (L + 2.75%)
+Added: Help/Systems Holdings, Inc.
+Added: 4.75% (L + 4.00%)
+Added: HUB International Limited (7)
+Added: 4.00% (L + 3.25%)
+Added: Hyland Software, Inc.
+Added: 4.25% (L + 3.50%)
+Added: Hyperion Refinance S.a.r.l.
+Added: 4.00% (L + 3.25%)
+Added: 4.50% (L + 3.75%)
+Added: IMA Financial Group, Inc.
+Added: 4.25% (L + 3.75%)
+Added: Infinite Bidco LLC (7)
+Added: Electronic Equipment, Instruments and Components
+Added: 4.25% (L + 3.75%)
+Added: Professional Services
+Added: 5.00% (L + 4.00%)
+Added: IRB Holding Corporation (7)
+Added: Hotels, Restaurants and Leisure
+Added: 4.25% (L + 3.25%)
+Added: Ivanti Software, Inc.
+Added: 4.75% (L + 4.00%)
+Added: Ivanti Software, Inc.
+Added: 5.00% (L + 4.25%)
+Added: Jack Ohio Finance LLC (8)
+Added: Hotels, Restaurants and Leisure
+Added: 5.50% (L + 4.75%)
+Added: Kestrel Acquisition LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 5.25% (L + 4.25%)
+Added: Kleopatra Finco S.a.r.l (4)(7)
+Added: Containers and Packaging
+Added: 5.25% (L + 4.75%)
+Added: Landry’s Finance Acquisition Co
+Added: Hotels, Restaurants and Leisure
+Added: 13.00% (L + 12.00%)
+Added: LBM Acquisition LLC (5)(7)(8)
+Added: Building Products
+Added: 4.50% (L + 3.75%)
+Added: Life Time, Inc.
+Added: Hotels, Restaurants and Leisure
+Added: 5.75% (L + 4.75%)
+Added: Lifescan Global Corporation (5)(7)
+Added: Healthcare Equipment and Supplies
+Added: 6.13% (L + 6.00%)
+Added: Lightstone Holdco, LLC
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Lightstone Holdco, LLC
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Lions Gate Capital Holdings LLC (4)(7)
+Added: 2.35% (L + 2.25%)
+Added: LogMeIn, Inc.
+Added: 4.86% (L + 4.75%)
+Added: Lucid Energy Group II Borrower, LLC (7)
+Added: Oil, Gas and Consumable Fuels
+Added: 5.00% (L + 4.25%)
+Added: Magenta Buyer LLC (7)
+Added: 5.75% (L + 5.00%)
+Added: McAfee, LLC (4)(7)
+Added: 3.84% (L + 3.75%)
+Added: Medical Solutions L.L.C.
+Added: Healthcare Providers and Services
+Added: 4.00% (L + 3.50%)
+Added: MetroNet Systems Holdings, LLC (7)(8)
+Added: Diversified Telecommunication Services
+Added: 4.50% (L + 3.75%)
+Added: Michael Baker International, LLC (8)
+Added: Construction and Engineering
+Added: 5.75% (L + 5.00%)
+Added: Micro Holding Corp.
+Added: 4.75% (L + 3.75%)
+Added: Midwest Veterinary Partners, LLC (5)(7)
+Added: Healthcare Providers and Services
+Added: 4.75% (L + 4.00%)
+Added: Milano Acquisition Corporation (7)
+Added: Healthcare Providers and Services
+Added: 4.75% (L + 4.00%)
+Added: Minotaur Acquisition, Inc.
+Added: Diversified Financial Services
+Added: 4.84% (L + 4.75%)
+Added: Mitchell International, Inc.
+Added: Professional Services
+Added: 4.25% (L + 3.75%)
+Added: MLN US HoldCo LLC (7)
+Added: Diversified Telecommunication Services
+Added: 4.60% (L + 4.50%)
+Added: Moneygram International, Inc.
+Added: Diversified Consumer Services
+Added: 5.00% (L + 4.50%)
+Added: National Mentor Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 4.50% (L + 3.75%)
+Added: National Mentor Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 4.50% (L + 3.75%)
+Added: Navicure, Inc.
+Added: Healthcare Technology
+Added: 4.10% (L + 4.00%)
+Added: Nexus Buyer LLC (7)
+Added: Professional Services
+Added: 3.85% (L + 3.75%)
+Added: NMSC Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 6.00% (L + 5.00%)
+Added: NorthStar Group Services, Inc.
+Added: Commercial Services and Supplies
+Added: 6.50% (L + 5.50%)
+Added: NSM Top Holdings Corp.
+Added: Healthcare Equipment and Supplies
+Added: 5.35% (L + 5.25%)
+Added: OneDigital Borrower LLC (7)
+Added: 4.75% (C + SCA + 4.25%)
+Added: Orchid Merger Sub II, LLC (5)(7)
+Added: 5.25% (L + 4.75%)
+Added: Oregon Clean Energy, LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Pactiv Evergreen Group Holdings Inc.
+Added: Containers and Packaging
+Added: 4.00% (L + 3.50%)
+Added: Padagis LLC (7)
+Added: Pharmaceuticals
+Added: 5.25% (L + 4.75%)
+Added: Pathway Vet Alliance LLC (7)
+Added: Healthcare Providers and Services
+Added: 3.85% (L + 3.75%)
+Added: PECF USS Intermediate Holding III Corporation (5)(8)
+Added: Professional Services
+Added: 4.75% (L + 4.25%)
+Added: Peraton Corp.
+Added: 4.50% (L + 3.75%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: PetVet Care Centers, LLC (7)
+Added: Healthcare Providers and Services
+Added: 4.25% (L + 3.50%)
+Added: Phoenix Guarantor Inc.
+Added: Healthcare Providers and Services
+Added: 3.60% (L + 3.50%)
+Added: PODS, LLC (7)
+Added: Road and Rail
+Added: 3.75% (L + 3.00%)
+Added: PQ Performance Chemicals (7)
+Added: 4.25% (L + 3.50%)
+Added: Prairie ECI Acquiror LP (7)
+Added: Oil, Gas and Consumable Fuels
+Added: 4.85% (L + 4.75%)
+Added: Presidio Holdings, Inc.
+Added: Professional Services
+Added: 3.61% (L + 3.50%)
+Added: Pretium PKG Holdings, Inc.
+Added: Containers and Packaging
+Added: 4.50% (L + 4.00%)
+Added: Prime Security Services Borrower, LLC (4)(7)
+Added: Diversified Consumer Services
+Added: 3.50% (L + 2.75%)
+Added: Project Alpha Intermediate Holding, Inc.
+Added: 4.11% (L + 4.00%)
+Added: Project Boost Purchaser, LLC (7)
+Added: Professional Services
+Added: 4.00% (L + 3.50%)
+Added: Proofpoint, Inc.
+Added: 3.75% (L + 3.25%)
+Added: PS Holdco, LLC (8)
+Added: Road and Rail
+Added: 5.00% (L + 4.25%)
+Added: PT Intermediate Holdings III LLC (8)
+Added: 6.25% (L + 5.50%)
+Added: PT Intermediate Holdings III LLC (8)
+Added: 6.25% (L + 5.50%)
+Added: Quest Software US Holdings Inc (7)
+Added: 4.38% (L + 4.25%)
+Added: Radiate Holdco, LLC (7)
+Added: 4.00% (L + 3.25%)
+Added: Radiology Partners, Inc.
+Added: Healthcare Providers and Services
+Added: 4.35% (L + 4.25%)
+Added: RC Buyer, Inc.
+Added: Auto Components
+Added: 4.25% (L + 3.50%)
+Added: RealPage, Inc.
+Added: Real Estate Management and Development
+Added: 3.75% (L + 3.25%)
+Added: Red Planet Borrower, LLC (7)
+Added: Internet Software and Services
+Added: 4.25% (L + 3.75%)
+Added: Redstone Holdco 2 LP (7)(8)
+Added: 5.50% (L + 4.75%)
+Added: RegionalCare Hospital Partners Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 3.85% (L + 3.75%)
+Added: Rocket Software, Inc.
+Added: 4.75% (L + 4.25%)
+Added: Rodan & Fields, LLC (7)
+Added: Textiles, Apparel and Luxury Goods
+Added: 4.11% (L + 4.00%)
+Added: Rohm Holding GMBH (4)(7)(8)
+Added: 4.90% (L + 4.75%)
+Added: RSC Acquisition, Inc.
+Added: 6.25% (L + 5.50%)
+Added: RSC Acquisition, Inc.
+Added: 6.25% (L + 5.50%)
+Added: RSC Acquisition, Inc.
+Added: 6.25% (L + 5.50%)
+Added: Runner Buyer Inc.
+Added: Household Durables
+Added: 6.25% (L + 5.50%)
+Added: Ryan Specialty Group LLC (4)(7)
+Added: 3.75% (L + 3.00%)
+Added: Sabert Corporation (7)(8)
+Added: Containers and Packaging
+Added: 5.50% (L + 4.50%)
+Added: Severin Acquisition, LLC (7)
+Added: Diversified Consumer Services
+Added: 3.10% (L + 3.00%)
+Added: Shearer’s Foods, LLC (7)
+Added: Food Products
+Added: 4.25% (L + 3.50%)
+Added: 4.25% (L + 3.50%)
+Added: Sotera Health Holdings, LLC (7)
+Added: Healthcare Equipment and Supplies
+Added: 3.25% (L + 2.75%)
+Added: Sovos Compliance, LLC (8)
+Added: 5.00% (L + 4.50%)
+Added: Specialty Building Products Holdings, LLC (5)(7)(8)
+Added: Building Products
+Added: 4.25% (L + 3.75%)
+Added: Springer Nature Deutschland GmbH (4)(7)
+Added: 3.75% (L + 3.00%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Summer BC Holdco B LLC (4)(8)
+Added: 5.25% (L + 4.50%)
+Added: Surf Holdings, LLC (7)
+Added: 3.69% (L + 3.50%)
+Added: Surgery Center Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 4.50% (L + 3.75%)
+Added: Talen Energy Supply, LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 3.85% (L + 3.75%)
+Added: Tecta America Corp.
+Added: Construction and Engineering
+Added: 5.00% (L + 4.25%)
+Added: The Edelman Financial Engines Centre, LLC (7)
+Added: Diversified Financial Services
+Added: 4.25% (L + 3.50%)
+Added: Professional Services
+Added: 9.50% (L + 8.50%)
+Added: TIBCO Software Inc (7)
+Added: 3.85% (L + 3.75%)
+Added: Tidal Power Holdings, LLC (4)(7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Tiger Acquisition, LLC (7)
+Added: Industrial Conglomerates
+Added: 3.75% (L + 3.25%)
+Added: Titan US Finco, LLC (4)(8)
+Added: 4.50% (L + 4.00%)
+Added: Torrid, LLC (4)(8)
+Added: Specialty Retail
+Added: 6.25% (L + 5.50%)
+Added: Tory Burch LLC (7)
+Added: Specialty Retail
+Added: 3.50% (L + 3.00%)
+Added: Tosca Services, LLC (7)
+Added: Containers and Packaging
+Added: 4.25% (L + 3.50%)
+Added: Traverse Midstream Partners LLC (7)
+Added: Oil, Gas and Consumable Fuels
+Added: 5.25% (C + SCA + 4.25%)
+Added: Triton Water Holdings, Inc.
+Added: Food Products
+Added: 4.00% (L + 3.50%)
+Added: Truck Hero, Inc.
+Added: Auto Components
+Added: 4.00% (L + 3.25%)
+Added: Renal Care, Inc.
+Added: Healthcare Providers and Services
+Added: 5.13% (L + 5.00%)
+Added: Renal Care, Inc.
+Added: Healthcare Providers and Services
+Added: 6.50% (L + 5.50%)
+Added: Silica Company (4)(7)
+Added: Metals and Mining
+Added: 5.00% (L + 4.00%)
+Added: Ultimate Software Group, The (7)
+Added: 3.85% (L + 3.75%)
+Added: United Airlines, Inc.
+Added: 4.50% (L + 3.75%)
+Added: Univision Communications Inc.
+Added: 4.00% (L + 3.25%)
+Added: US Radiology Specialists, Inc.
+Added: Healthcare Providers and Services
+Added: 6.00% (L + 5.25%)
+Added: VeriFone Systems, Inc.
+Added: Commercial Services and Supplies
+Added: 4.18% (L + 4.00%)
+Added: Verscend Holding Corp.
+Added: Healthcare Technology
+Added: 4.10% (L + 4.00%)
+Added: Vision Solutions, Inc.
+Added: 4.75% (L + 4.00%)
+Added: Watlow Electric Manufacturing Company (5)(7)
+Added: Electrical Equipment
+Added: 4.25% (L + 3.75%)
+Added: Whatabrands LLC (7)
+Added: Hotels, Restaurants and Leisure
+Added: 3.75% (L + 3.25%)
+Added: White Cap Buyer LLC (5)(7)(8)
+Added: Building Products
+Added: 4.50% (L + 4.00%)
+Added: Wilsonart LLC (7)(8)
+Added: Building Products
+Added: 4.50% (L + 3.50%)
+Added: Zelis Cost Management Buyer, Inc.
+Added: Healthcare Technology
+Added: 3.60% (L + 3.50%)
+Added: Total First Lien Senior Secured
+Added: 1,012,130,228
+Added: $ 1,003,839,402
+Added: $ 1,007,407,474
+Added: Second Lien Senior Secured (2)
+Added: Almonde, Inc.
+Added: 8.25% (L + 7.25%)
+Added: ARC Falcon I Inc.
+Added: 7.50% (L + 7.00%)
+Added: Artera Services, LLC (7)
+Added: Construction and Engineering
+Added: 8.25% (L + 7.25%)
+Added: Aruba Investments, Inc.
+Added: 8.50% (L + 7.75%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Asurion, LLC (5)(7)
+Added: 5.35% (L + 5.25%)
+Added: Curium BidCo S.a r.l.
+Added: Pharmaceuticals
+Added: 8.50% (L + 7.75%)
+Added: DCert Buyer, Inc.
+Added: 7.10% (L + 7.00%)
+Added: Energy Acquisition LP (5)
+Added: Electrical Equipment
+Added: 8.50% (L + 8.50%)
+Added: Epicor Software Corporation (5)(7)
+Added: 8.75% (L + 7.75%)
+Added: Help/Systems Holdings, Inc.
+Added: 7.50% (L + 6.75%)
+Added: 7.50% (L + 6.75%)
+Added: Infinite Bidco LLC (5)(7)
+Added: Electronic Equipment, Instruments and Components
+Added: 7.50% (L + 7.00%)
+Added: Professional Services
+Added: 9.00% (L + 8.00%)
+Added: Ivanti Software, Inc.
+Added: 7.75% (L + 7.25%)
+Added: Magenta Buyer LLC
+Added: 9.00% (L + 8.25%)
+Added: Peraton Corp.
+Added: 8.50% (L + 7.75%)
+Added: Pretium PKG Holdings, Inc.
+Added: Containers and Packaging
+Added: 7.25% (L + 6.75%)
+Added: Quest Software US Holdings Inc (7)
+Added: 8.38% (L + 8.25%)
+Added: TIBCO Software Inc (5)
+Added: 7.35% (L + 7.25%)
+Added: Vision Solutions, Inc.
+Added: 8.00% (L + 7.25%)
+Added: Total Second Lien Senior Secured
+Added: Corporate Bonds
+Added: Diebold Inc (4)
+Added: Diversified Consumer Services
+Added: KOBE US Midco 2 Inc
+Added: Total Corporate Bonds
+Added: Convertible Bonds
+Added: Dish Network Corp (4)
+Added: Total Convertible Bonds
+Added: Total Debt Investments
+Added: 1,080,749,178
+Added: $ 1,072,062,425
+Added: $ 1,075,955,626
+Added: CLO Mezzanine (2)
+Added: 522 Funding CLO 2020-6, Ltd.
+Added: Structured Note
+Added: 8.17% (L + 8.04%)
+Added: Barings CLO Ltd (4)
+Added: Structured Note
+Added: 6.88% (L + 6.75%)
+Added: Carlyle US CLO 2020-2, Ltd (4)
+Added: Structured Note
+Added: 8.66% (L + 8.53%)
+Added: Elmwood CLO III Ltd.
+Added: Structured Note
+Added: 7.86% (L + 7.74%)
+Added: GoldenTree Loan Management US 2020-7A (4)
+Added: Structured Note
+Added: 7.88% (L + 7.50%)
+Added: GoldenTree Loan Management US 2021-10A (4)
+Added: Structured Note
+Added: 7.92% (L + 7.79%)
+Added: GoldenTree Loan Management US 2021-9A (4)
+Added: Structured Note
+Added: 6.88% (L + 6.75%)
+Added: HPS Loan Management Series 15A-19 (4)
+Added: Structured Note
+Added: 6.73% (L + 6.60%)
+Added: Magnetite CLO Ltd 2015-16A (4)
+Added: Structured Note
+Added: 6.62% (L + 6.50%)
+Added: Thayer Park CLO, Ltd.
+Added: Structured Note
+Added: 9.00% (L + 8.87%)
+Added: Total CLO Mezzanine
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2021
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Ares CLO LTD 2021-62A (4)
+Added: Structured Subordinated Note
+Added: Dryden 86 CLO, Ltd.
+Added: Structured Subordinated Note
+Added: Long Point Park CLO, Ltd.
+Added: Structured Subordinated Note
+Added: Regatta XII Funding Ltd.
+Added: Structured Subordinated Note
+Added: Stratus CLO Series 2021-1A (4)
+Added: Structured Subordinated Note
+Added: Total CLO Equity
+Added: of Net Assets
+Added: Equity Investments
+Added: Custom Truck One Source Inc (4)
+Added: Commercial Services and Supplies
+Added: Total Equity Investments
+Added: Total Equity and Other Investments
+Added: of Net Assets
+Added: Short-Term Investments
+Added: Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.01% (9)
+Added: Total Short-Term Investments
+Added: Total Investments
+Added: $ 1,189,713,653
+Added: $ 1,194,257,584
+Added: Liabilities in Excess of Other Assets
+Added: (741,459,996 )
+Added: $ 452,797,588
+Added: (1) The amortized cost represents the original cost adjusted
+Added: for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
+Added: (2) Loan contains a variable rate structure, subject to an interest rate floor.
+Added: Variable rate loans bear interest at a rate that may be determined by reference to either a) the London Interbank Offered Rate (“LIBOR”
+Added: or “L”) (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR”
+Added: or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement.
+Added: At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the
+Added: Prime Rate), which also resets periodically based on the terms of the loan agreements.
+Added: Loans that reference SOFR may include a Credit
+Added: Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects
+Added: (making the reference rate S+CSA).
+Added: For the holdings as of 12/31/21 that have S+CSA as the base rate, the CSA is 10bp for 1M SOFR, 15bp
+Added: for 3M SOFR, and 25bp for 6M SOFR.
+Added: For the avoidance of doubt, loan floors apply to S+CSA, not S.
+Added: (3) As of December 31, 2021, all investments are non-controlled,
+Added: non-affiliated investments.
+Added: Non-controlled, non-affiliated investments are defined as investments in which the Company owns less
+Added: than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management
+Added: or policies of such portfolio company.
+Added: (4) Non-qualifying investment as defined by Section 55(a) of
+Added: the Investment Company Act of 1940.
+Added: The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying
+Added: assets represent at least 70% of the Company’s total assets.
+Added: As of December 31, 2021, 13.3% of the Company’s total assets
+Added: were in non-qualifying investments.
+Added: (5) Investments or a portion of investments are unsettled as
of December 31, 2021.
+Added: (6) As of December 31, 2021, the tax cost of the Company’s
+Added: investments approximates their amortized cost.
+Added: (7) Security or portion thereof held within Palmer Square BDC
+Added: Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit
+Added: facility with Bank of America, N.A.
+Added: (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
+Added: (8) Security or portion thereof held within Palmer Square BDC
+Added: Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit
+Added: facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
+Added: (9) 7-day effective yield as of December 31, 2021.
+Added: (10) Of the $3,765,060 commitment to RSC Acquisition, Inc., $3,237,952 was unfunded
+Added: as of December 31, 2021.
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2020
Percentage of
Lien Senior Secured (2)
−Removed: Convoy (Luxembourg) S.a.r.l.
−Removed: Aerospace and
−Removed: Molecular Research, Inc.
−Removed: Healthcare Providers
−Removed: Group Intermediate Holdings, Inc.
+Added: Specialty Retail
+Added: 5.75% (L + 5.00%)
+Added: Acrisure, LLC
+Added: 3.65% (L + 3.50%)
+Added: AI Convoy (Luxembourg)
+Added: Aerospace and Defense
+Added: 4.50% (L + 3.50%)
+Added: Albany Molecular
+Added: Research, Inc.
+Added: Healthcare Providers and Services
+Added: 4.25% (L + 3.25%)
+Added: Intermediate Holdings, Inc.
+Added: 4.50% (L + 4.00%)
AlixPartners,
−Removed: Diversified Financial
−Removed: Holdings Intermediate LLC (7)
−Removed: Holdings Intermediate LLC (7)
−Removed: Holding Company, Inc.
+Added: Diversified Financial Services
+Added: 2.65% (L + 2.50%)
+Added: Alliant Holdings
+Added: Intermediate LLC (7)
+Added: 3.40% (L + 3.25%)
+Added: Alliant Holdings
+Added: Intermediate LLC (7)
+Added: 4.25% (L + 3.75%)
+Added: Alphabet Holding
+Added: Company, Inc.
Food Products
−Removed: Mountain Company (7)
−Removed: Hotels, Restaurants
−Removed: Mountain Company (7)
−Removed: Hotels, Restaurants
−Removed: Government Services Holdings LLC (7)
−Removed: Construction and
−Removed: Government Services Holdings LLC (7)
−Removed: Construction and
−Removed: Rock Salt Company LLC (7)
+Added: 3.65% (L + 3.50%)
+Added: Alterra Mountain
+Added: Hotels, Restaurants and Leisure
+Added: 5.50% (L + 4.50%)
+Added: Alterra Mountain
+Added: Hotels, Restaurants and Leisure
+Added: 2.90% (L + 2.75%)
+Added: Amentum Government
+Added: Services Holdings LLC (7)
+Added: Construction and Engineering
+Added: 3.65% (L + 3.50%)
+Added: Amentum Government
+Added: Services Holdings LLC (7)
+Added: Construction and Engineering
+Added: 5.50% (L + 4.75%)
+Added: American Rock
+Added: Salt Company LLC (7)
Metals and Mining
−Removed: Agency Borrower, Inc.
−Removed: Holdings Limited Partnership (4)(7)
−Removed: Independent Power
−Removed: and Renewable Electricity Producers
−Removed: Corporation (7)
−Removed: Interactive Media
−Removed: International PTY Ltd (4)(7)
−Removed: Hotels, Restaurants
−Removed: Investments, Inc.
−Removed: Learning, LLC (7)
−Removed: Diversified Consumer
+Added: 4.50% (L + 3.50%)
+Added: AmWINS Group,
+Added: 3.75% (L + 2.75%)
+Added: Amynta Agency
+Added: Borrower, Inc.
+Added: 4.65% (L + 4.50%)
+Added: APLP Holdings
+Added: Limited Partnership (4)(7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 3.50% (L + 2.50%)
+Added: Applovin Corporation
+Added: 3.65% (L + 3.50%)
+Added: Interactive Media and Services
+Added: 4.50% (L + 4.00%)
+Added: Aristocrat International
+Added: PTY Ltd (4)(7)
+Added: Hotels, Restaurants and Leisure
+Added: 4.75% (L + 3.75%)
+Added: Aruba Investments,
+Added: 4.75% (L + 4.00%)
+Added: Ascend Learning,
+Added: Diversified Consumer Services
+Added: 4.00% (L + 3.00%)
AssuredPartners,
+Added: 5.50% (L + 4.50%)
AssuredPartners,
−Removed: Diversified Consumer
+Added: 3.65% (L + 3.50%)
+Added: Diversified Consumer Services
+Added: 3.40% (L + 3.25%)
Athenahealth,
−Removed: Healthcare Providers
−Removed: Diversified Telecommunication
−Removed: Diversified Telecommunication
−Removed: Healthcare Providers
−Removed: Networks, Inc.
−Removed: Pro Group, LLC (7)
+Added: Healthcare Providers and Services
+Added: 4.65% (L + 4.50%)
+Added: Diversified Telecommunication Services
+Added: 4.41% (L + 4.25%)
+Added: Diversified Telecommunication Services
+Added: 4.39% (L + 4.25%)
+Added: Azalea TopCo,
+Added: Healthcare Providers and Services
+Added: 3.71% (L + 3.50%)
+Added: Barracuda Networks,
+Added: 4.50% (L + 3.75%)
+Added: Bass Pro Group,
Specialty Retail
−Removed: Health Companies Inc.
+Added: 5.75% (L + 5.00%)
+Added: Bausch Health
+Added: Companies Inc.
Pharmaceuticals
−Removed: Holdings Inc.
−Removed: Commercial Services
−Removed: Healthcare Providers
+Added: 3.15% (L + 3.00%)
+Added: Belfor Holdings
+Added: Commercial Services and Supplies
+Added: 4.15% (L + 4.00%)
+Added: Bioscrip, Inc.
+Added: Healthcare Providers and Services
+Added: 4.40% (L + 4.25%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2020
+Added: Percentage of
+Added: Portfolio Company (3)
CQP Holdco LP (7)
−Removed: Energy Equipment
−Removed: Parent Company, Inc.
−Removed: Property REIT Inc.
−Removed: Real Estate Investment
−Removed: Trusts (REITs)
−Removed: WEC Holdings Inc.
−Removed: Commercial Services
−Removed: Merger Sub Ltd.
+Added: Energy Equipment and Services
+Added: 3.74% (L + 3.50%)
+Added: Company, Inc.
+Added: 4.40% (L + 4.25%)
+Added: Brookfield Property
+Added: Real Estate Investment Trusts (REITs)
+Added: 2.65% (L + 2.50%)
+Added: Brookfield WEC
+Added: Holdings Inc.
+Added: Commercial Services and Supplies
+Added: 3.75% (L + 3.00%)
Leisure Products
−Removed: Resort Collection, LLC (4)(7)
−Removed: Hotels, Restaurants
+Added: 2.90% (L + 2.75%)
+Added: Caesars Resort
+Added: Collection, LLC (4)(7)
+Added: Hotels, Restaurants and Leisure
+Added: 4.65% (L + 4.50%)
Acquisition 1 Co.
Professional Services
−Removed: Wireless Telecommunication
+Added: 3.15% (L + 3.00%)
+Added: CCI Buyer, Inc.
+Added: Wireless Telecommunication Services
+Added: 4.75% (L + 4.00%)
+Added: CCS-CMGC Holdings,
+Added: Healthcare Providers and Services
+Added: 5.71% (L + 5.50%)
+Added: Change Healthcare
Holdings, Inc.
−Removed: Healthcare Providers
−Removed: Healthcare Holdings, Inc.
−Removed: Healthcare Providers
−Removed: Healthcare Services, Inc (7)
−Removed: Healthcare Providers
−Removed: Securities LP (7)
−Removed: Diversified Financial
+Added: Healthcare Providers and Services
+Added: 3.50% (L + 2.50%)
+Added: CHG Healthcare
+Added: Services, Inc (7)
+Added: Healthcare Providers and Services
+Added: 4.00% (L + 3.00%)
+Added: Cincinnati Bell
+Added: 4.25% (L + 3.25%)
+Added: Citadel Securities
+Added: Diversified Financial Services
+Added: 2.90% (L + 2.75%)
Communications, Inc.
−Removed: Diversified Telecommunication
−Removed: Atlas Buyer, Inc (7)
+Added: Diversified Telecommunication Services
+Added: 5.75% (L + 4.75%)
+Added: CP Atlas Buyer,
Building Products
−Removed: Atlas Buyer, Inc (7)
+Added: 5.25% (L + 4.50%)
+Added: CP Atlas Buyer,
Building Products
−Removed: Artists Agency, LLC (7)
−Removed: Oil, Gas and Consumable
−Removed: Square Capital BDC Inc.
−Removed: Schedule of Investments
−Removed: of December 31, 2020
+Added: 5.25% (L + 4.50%)
+Added: Creative Artists
+Added: Agency, LLC (7)
+Added: 3.90% (L + 3.75%)
+Added: Crestwood Holdings
+Added: Oil, Gas and Consumable Fuels
+Added: 7.66% (L + 7.50%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2020
Percentage of
+Added: Portfolio Company (3)
+Added: 4.15% (L + 4.00%)
Dakota Holding, LLC (7)
Financial Services
+Added: 4.75% (L + 3.75%)
US Holdings, Inc.
−Removed: Gas and Consumable Fuels
+Added: and Consumable Fuels
+Added: 6.50% (L + 5.50%)
+Added: 4.50% (L + 3.75%)
Dun & Bradstreet Corporation (4)(7)
+Added: 3.90% (L + 3.75%)
+Added: 4.75% (L + 3.75%)
Software Solutions, Inc.
+Added: 4.50% (L + 3.75%)
Cogen Holdings I LLC (7)
Power and Renewable Electricity Producers
+Added: 4.50% (L + 3.50%)
Animal Health Incorporated (4)(7)
Providers and Services
+Added: 1.90% (L + 1.75%)
Luxembourg Finance Company I S.a.r.l.
Pharmaceuticals
+Added: 5.00% (L + 4.25%)
Providers and Services
+Added: 3.96% (L + 3.75%)
Software Corporation (7)
+Added: 5.25% (L + 4.25%)
Payments Inc.
+Added: 11.50% (L + 10.50%)
Payments Inc.
+Added: 3.75% (L + 2.75%)
Group LLC (4)(7)
+Added: 3.65% (L + 3.50%)
Software LLC (5)(7)
+Added: 4.50% (L + 3.75%)
Software LLC (5)(7)
+Added: 4.25% (L + 3.25%)
World Security Corporation (7)
Consumer Services
+Added: 4.99% (L + 4.75%)
Environmental Inc.
Services and Supplies
+Added: 3.50% (L + 3.00%)
Medical Response, Inc.
Providers and Services
+Added: 5.75% (L + 4.75%)
Partners Investment Management Holdings, LLC (7)
Financial Services
+Added: 3.50% (L + 2.75%)
+Added: 4.65% (L + 4.50%)
Group Holding Company LLC (7)
Providers and Services
+Added: 6.00% (L + 5.00%)
Projects Acquiror LLC (7)
+Added: 5.75% (L + 4.75%)
Freight Tools USA, Inc.
+Added: 4.00% (L + 3.25%)
Gen Funding, LLC (7)
Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
Holdings, Inc.
+Added: 5.75% (L + 4.75%)
Brands, LLC (4)(7)
+Added: Food Products
+Added: 3.00% (L + 2.25%)
International Limited (7)
+Added: 5.00% (L + 4.00%)
Software, Inc.
+Added: 4.25% (L + 3.50%)
Refinance S.a.r.l.
+Added: 4.50% (L + 3.50%)
US Intermediate Holdings II, Inc.
Providers and Services
+Added: 6.75% (L + 5.75%)
+Added: 5.00% (L + 4.00%)
+Added: 3.40% (L + 3.25%)
+Added: 5.00% (L + 4.00%)
Holding Corporation (5)(7)
−Removed: Restaurants and Leisure
+Added: Hotels, Restaurants
+Added: 4.25% (L + 3.25%)
Satellite LLC (4)(7)
Telecommunication Services
+Added: 4.75% (L + 3.75%)
Software, Inc.
+Added: 5.75% (L + 4.75%)
Street Group, LLC (7)
Financial Services
+Added: 3.23% (L + 3.00%)
Acquisition LLC (7)
Power and Renewable Electricity Producers
+Added: 5.25% (L + 4.25%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2020
+Added: Percentage of
Klockner-Pentaplast
of America, Inc.
−Removed: and Packaging
+Added: Containers and Packaging
+Added: 5.25% (L + 4.25%)
Landry’s
Finance Acquisition Co
−Removed: Restaurants and Leisure
−Removed: Acquisition LLC (5)(7)
−Removed: Loan Financing LLC (7)
−Removed: Telecommunication Services
−Removed: Power and Renewable Electricity Producers
−Removed: Power and Renewable Electricity Producers
−Removed: Bay Terminals, LLC (5)(7)
−Removed: Gas and Consumable Fuels
−Removed: Gate Capital Holdings LLC (4)(7)
−Removed: Packaging Solutions Holding Company (7)
−Removed: and Packaging
+Added: Hotels, Restaurants and Leisure
+Added: 13.00% (L + 12.00%)
+Added: LBM Acquisition
+Added: Construction Materials
+Added: 4.50% (L + 3.75%)
+Added: LCPR Loan Financing
+Added: Diversified Telecommunication Services
+Added: 5.16% (L + 5.00%)
+Added: Lightstone Holdco
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Lightstone Holdco
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Terminals, LLC (5)(7)
+Added: Oil, Gas and Consumable Fuels
+Added: 5.00% (L + 4.00%)
+Added: Lions Gate Capital
+Added: Holdings LLC (4)(7)
+Added: 2.40% (L + 2.25%)
+Added: LogMeIn, Inc.
+Added: 4.90% (L + 4.75%)
+Added: Mauser Packaging
+Added: Solutions Holding Company (7)
+Added: Containers and Packaging
+Added: 3.48% (L + 3.25%)
+Added: 3.90% (L + 3.75%)
+Added: Meredith Corporation
+Added: 5.25% (L + 4.25%)
+Added: Michaels Stores,
+Added: Specialty Retail
+Added: 4.25% (L + 3.50%)
+Added: Milano Acquisition
Corporation (7)
−Removed: Acquisition Corporation (7)
−Removed: Care Technology
−Removed: Acquisition, Inc.
−Removed: Financial Services
−Removed: International, Inc.
−Removed: Acquisition Holdings LLC (7)
−Removed: Providers and Services
−Removed: Mentor Holdings, Inc.
−Removed: Healthcare Providers
−Removed: Mentor Holdings, Inc.
−Removed: Healthcare Providers
−Removed: Care Technology
−Removed: Arclin US Holding Corp.
−Removed: Group Holdings II, Inc.
−Removed: Financial Services
−Removed: Buyer LLC (7)
−Removed: Finance LLC (4)(7)
−Removed: Group Services, Inc.
−Removed: Services and Supplies
−Removed: Square Capital BDC Inc.
−Removed: Schedule of Investments
−Removed: of December 31, 2020
+Added: Health Care Technology
+Added: 4.75% (L + 4.00%)
+Added: Minotaur Acquisition,
+Added: Diversified Financial Services
+Added: 5.15% (L + 5.00%)
+Added: Mitchell International,
+Added: 4.75% (L + 4.25%)
+Added: MPH Acquisition
+Added: Holdings LLC (7)
+Added: Healthcare Providers and Services
+Added: 3.75% (L + 2.75%)
+Added: National Mentor
+Added: Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 4.40% (L + 4.25%)
+Added: National Mentor
+Added: Holdings, Inc.
+Added: Healthcare Providers and Services
+Added: 4.40% (L + 4.25%)
+Added: Navicure, Inc.
+Added: Health Care Technology
+Added: 4.75% (L + 4.00%)
+Added: New Arclin US
+Added: Holding Corp.
+Added: 4.50% (L + 3.50%)
+Added: Newport Group
+Added: Holdings II, Inc.
+Added: Diversified Financial Services
+Added: 3.72% (L + 3.50%)
+Added: Professional Services
+Added: 3.90% (L + 3.75%)
+Added: Nielsen Finance
+Added: 4.75% (L + 3.75%)
+Added: NorthStar Group
+Added: Services, Inc.
+Added: Commercial Services and Supplies
+Added: 6.50% (L + 5.50%)
+Added: 4.24% (L + 4.00%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule
+Added: of Investments
+Added: As of December 31, 2020
Percentage of
Borrower LLC (7)
−Removed: Clean Energy, LLC (7)
−Removed: Power and Renewable Electricity Producers
−Removed: Vet Alliance LLC (7)
−Removed: Providers and Services
−Removed: Vet Alliance LLC (7)
−Removed: Providers and Services
−Removed: Gaming Authority (7)
−Removed: Restaurants and Leisure
−Removed: Animal Supplies, Inc.
−Removed: Care Centers, LLC (7)
−Removed: Providers and Services
−Removed: Guarantor Inc.
−Removed: Providers and Services
−Removed: Corporation (7)
−Removed: and Engineering
−Removed: Holding Corp.
−Removed: Restaurants and Leisure
−Removed: Legal Services, Inc.
−Removed: Consumer Services
−Removed: Legal Services, Inc.
−Removed: Consumer Services
+Added: 5.25% (L + 4.50%)
+Added: Energy, LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 4.75% (L + 3.75%)
+Added: Alliance LLC (7)
+Added: Healthcare Providers and Services
+Added: Alliance LLC (7)
+Added: Healthcare Providers and Services
+Added: 4.15% (L + 4.00%)
+Added: PCI Gaming Authority
+Added: Hotels, Restaurants and Leisure
+Added: 2.65% (L + 2.50%)
+Added: Supplies, Inc.
+Added: Specialty Retail
+Added: 4.25% (L + 3.25%)
+Added: Centers, LLC (7)
+Added: Healthcare Providers and Services
+Added: 5.25% (L + 4.25%)
+Added: Phoenix Guarantor
+Added: Healthcare Providers and Services
+Added: 4.25% (L + 3.75%)
+Added: Pike Corporation
+Added: Construction and Engineering
+Added: 4.12% (L + 3.97%)
+Added: Playtika Holding
+Added: Hotels, Restaurants and Leisure
+Added: 7.00% (L + 6.00%)
+Added: PODS, LLC (7)
+Added: Building Products
+Added: 3.75% (L + 2.75%)
+Added: Pre-Paid Legal
+Added: Services, Inc.
+Added: Diversified Consumer Services
+Added: 4.75% (L + 4.00%)
+Added: Pre-Paid Legal
+Added: Services, Inc.
+Added: Diversified Consumer Services
+Added: 3.40% (L + 3.25%)
+Added: Presidio Holdings,
+Added: Professional Services
+Added: 3.72% (L + 3.50%)
Holdings, Inc.
−Removed: PKG Holdings, Inc.
−Removed: and Packaging
−Removed: Security Services Borrower, LLC (4)(7)
−Removed: Consumer Services
−Removed: Alpha Intermediate Holding, Inc.
−Removed: and Direct Marketing Retail
−Removed: Software US Holdings Inc (7)
−Removed: Hosting, Inc.
−Removed: Hardware, Storage and Peripherals
−Removed: Holdco, LLC (7)
−Removed: Partners, Inc.
−Removed: Providers and Services
−Removed: Buyer, LLC (7)
+Added: Containers and Packaging
+Added: 4.75% (L + 4.00%)
+Added: Prime Security
+Added: Services Borrower, LLC (4)(7)
+Added: Diversified Consumer Services
+Added: 4.25% (L + 3.25%)
+Added: Project Alpha
+Added: Intermediate Holding, Inc.
+Added: 4.50% (L + 3.50%)
+Added: Internet and Direct Marketing Retail
+Added: 3.65% (L + 3.50%)
+Added: Quest Software
+Added: US Holdings Inc (7)
+Added: 4.46% (L + 4.25%)
+Added: Rackspace Hosting,
+Added: Technology Hardware, Storage and Peripherals
+Added: 4.00% (L + 3.00%)
+Added: Radiate Holdco,
+Added: 4.25% (L + 3.50%)
+Added: Radiology Partners,
+Added: Healthcare Providers and Services
+Added: 4.40% (L + 4.25%)
+Added: Redstone Buyer,
+Added: 6.00% (L + 5.00%)
Hospital Partners Holdings, Inc.
−Removed: Providers and Services
+Added: Healthcare Providers and Services
+Added: 3.90% (L + 3.75%)
Holding Corp (7)
−Removed: Consumer Services
−Removed: Specialty Group LLC (7)
−Removed: Corporation (7)
−Removed: and Packaging
+Added: Diversified Consumer Services
+Added: 3.40% (L + 3.25%)
+Added: Ryan Specialty
+Added: Group LLC (7)
+Added: 4.00% (L + 3.25%)
+Added: Sabert Corporation
+Added: Containers and Packaging
+Added: 5.50% (L + 4.50%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule
+Added: of Investments
+Added: As of December 31, 2020
+Added: Percentage of
International S.A.
−Removed: Apparel and Luxury Goods
−Removed: Games International, Inc.
−Removed: Salt Holdings Inc.
+Added: Textiles, Apparel and Luxury Goods
+Added: 5.50% (L + 4.50%)
+Added: Scientific Games
+Added: International, Inc.
+Added: Leisure Products
+Added: 2.90% (L + 2.75%)
+Added: SCIH Salt Holdings
+Added: Metals and Mining
+Added: 5.50% (L + 4.50%)
Shearer’s
Foods, LLC (7)
−Removed: Software Inc.
−Removed: Health Holdings LLC (4)(7)
−Removed: Equipment and Supplies
−Removed: Nature Deutschland GmbH (5)(7)
+Added: Food Products
+Added: 4.75% (L + 4.00%)
+Added: SmartBear Software
+Added: 4.46% (L + 4.25%)
+Added: 4.50% (L + 3.75%)
+Added: Sotera Health
Holdings LLC (4)(7)
−Removed: Incorporated (7)
−Removed: Energy Supply, LLC (7)
−Removed: Power and Renewable Electricity Producers
−Removed: Holdings, Inc.
−Removed: Equipment and Supplies
−Removed: Edelman Financial Center, LLC (7)
−Removed: Financial Services
−Removed: Software Inc (7)
−Removed: Services, LLC (7)
−Removed: and Packaging
−Removed: Midstream Partners LLC (7)
−Removed: Gas and Consumable Fuels
−Removed: Finance LLC (4)(7)
−Removed: Energy Services, LLC (7)
−Removed: Gas and Consumable Fuels
−Removed: Software Group, The (7)
−Removed: Software Group, The (7)
−Removed: Communications Inc.
−Removed: Services and Supplies
−Removed: Radiology Specialists, Inc., (7)
−Removed: Providers and Services
−Removed: Renal Care, Inc.
−Removed: Providers and Services
−Removed: Holdings, Inc.
−Removed: and Engineering
−Removed: Materials LLC (4)(7)
−Removed: Systems, Inc.
−Removed: Services and Supplies
−Removed: Holding Corp.
−Removed: Care Technology
−Removed: Parent LLC (4)(7)
−Removed: Consolidated Inc.
−Removed: Transportation
−Removed: Infrastructure
−Removed: Media and Services
−Removed: Cap Buyer LLC (7)
−Removed: Communications Inc (7)
−Removed: Telecommunication Services
+Added: Healthcare Equipment and Supplies
+Added: 5.50% (L + 4.50%)
+Added: Springer Nature
+Added: Deutschland GmbH (5)(7)
+Added: 4.50% (L + 3.50%)
+Added: Surf Holdings,
+Added: 3.73% (L + 3.50%)
+Added: Syncsort Incorporated
+Added: 7.00% (L + 6.00%)
+Added: Supply, LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 3.90% (L + 3.75%)
+Added: TecoStar Holdings,
+Added: Healthcare Equipment and Supplies
+Added: 4.50% (L + 3.50%)
+Added: Financial Center, LLC (7)
+Added: Diversified Financial Services
+Added: 3.15% (L + 3.00%)
+Added: TIBCO Software
+Added: 3.90% (L + 3.75%)
+Added: Tosca Services,
+Added: Containers and Packaging
+Added: 5.25% (L + 4.25%)
+Added: Traverse Midstream
+Added: Partners LLC (7)
+Added: Oil, Gas and Consumable Fuels
+Added: 6.50% (L + 5.50%)
+Added: Tronox Finance
+Added: 3.15% (L + 3.00%)
+Added: UGI Energy Services,
+Added: Oil, Gas and Consumable Fuels
+Added: 3.90% (L + 3.75%)
+Added: Ultimate Software
+Added: Group, The (7)
+Added: 4.75% (L + 4.00%)
+Added: Ultimate Software
+Added: Group, The (7)
+Added: 3.90% (L + 3.75%)
+Added: Univision Communications
+Added: 4.75% (L + 3.75%)
+Added: Commercial Services and Supplies
+Added: 4.40% (L + 4.25%)
+Added: Specialists, Inc., (7)
+Added: Healthcare Providers and Services
+Added: 6.25% (L + 5.50%)
+Added: Healthcare Providers and Services
+Added: 5.15% (L + 5.00%)
+Added: 4.25% (L + 4.00%)
+Added: USIC Holdings,
+Added: Construction and Engineering
+Added: 4.00% (L + 3.00%)
+Added: Venator Materials
+Added: 3.15% (L + 3.00%)
+Added: VeriFone Systems,
+Added: Commercial Services and Supplies
+Added: 4.22% (L + 4.00%)
+Added: Verscend Holding
+Added: Health Care Technology
+Added: 4.65% (L + 4.50%)
+Added: VFH Parent LLC
+Added: Capital Markets
+Added: 3.15% (L + 3.00%)
+Added: VM Consolidated
+Added: Transportation Infrastructure
+Added: 3.40% (L + 3.25%)
+Added: Interactive Media and Services
+Added: 4.75% (L + 3.75%)
+Added: White Cap Buyer
+Added: Construction Materials
+Added: 4.50% (L + 4.00%)
+Added: Xplornet Communications
+Added: Wireless Telecommunication Services
+Added: 4.90% (L + 4.75%)
Cost Management Buyer, Inc.
−Removed: Care Technology
+Added: Health Care Technology
+Added: 4.90% (L + 4.75%)
First Lien Senior Secured
1 unchanged sentence
$ 566,459,850
−Removed: Square Capital BDC Inc.
−Removed: Schedule of Investments
−Removed: of December 31, 2020
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2020
Percentage of
21 unchanged sentences
Collateralized Securities and Structured Products - Debt
−Removed: Total Debt Investments
+Added: Debt Investments
+Added: $ 586,995,766
+Added: $ 600,051,331
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2020
Percentage of
Short-Term Investments
−Removed: Fidelity Investments Money
−Removed: Market Government Portfolio - Institutional Class, 0.01% (8)
−Removed: Total Short-Term Investments
−Removed: Total Investments
−Removed: Liabilities in Excess of Other Assets
−Removed: amortized cost represents the original cost adjusted for the amortization of discounts
−Removed: and premiums, as applicable, on debt investments using the effective interest method.
−Removed: contains a variable rate structure, subject to an interest rate floor.
−Removed: Variable rate
−Removed: loans bear interest at a rate that may be determined by reference to either the London
−Removed: Interbank Offered Rate (“LIBOR”
−Removed: or “L”) (which can include one-,
−Removed: two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal
−Removed: Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset
−Removed: periodically based on the terms of the loan agreement.
−Removed: of December 31, 2020, all investments are non-controlled, non-affiliated investments.
−Removed: Non-controlled,
−Removed: non-affiliated investments are defined as investments in which the Company owns less
−Removed: than 5% of the portfolio company’s outstanding voting securities and does not have
−Removed: the power to exercise control over the management or policies of such portfolio company.
−Removed: (4) Non-qualifying
−Removed: investment as defined by Section 55(a) of the Investment Company Act of 1940.
−Removed: may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying
−Removed: assets represent at least 70% of the Company’s total assets.
−Removed: As of December 31, 2020,
−Removed: 15.5% of the Company’s total assets were in non-qualifying investments.
−Removed: (5) Investments
−Removed: or a portion of investments are unsettled as of December 31, 2020.
−Removed: of December 31, 2020, the tax cost of the Company’s investments approximates their amortized
−Removed: or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”)
−Removed: and is pledged as collateral supporting the amounts outstanding under a revolving credit
−Removed: facility with Bank of America, N.A.
−Removed: (“BofA N.A.”) (see Note 6 to the consolidated
−Removed: financial statements).
−Removed: effective yield as of December 31, 2020.
−Removed: accompanying notes are an integral part of these consolidated financial statements.
−Removed: Square Capital BDC Inc.
−Removed: to Consolidated Financial Statements
−Removed: Palmer Square Capital
−Removed: (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities
−Removed: of privately held companies, including small to large private U.S.
−Removed: The Company was organized as a Maryland corporation
−Removed: on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company.
−Removed: has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as
−Removed: amended (the “1940 Act”) and, beginning with its taxable year ending December 31, 2020, the Company intends to elect
−Removed: to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1985, as
−Removed: amended (the “Code”).
+Added: Investments Money Market Government Portfolio - Institutional Class, 0.01% (8)
+Added: Short-Term Investments
+Added: $ 640,100,635
+Added: $ 653,156,200
+Added: in Excess of Other Assets
+Added: (400,011,229 )
+Added: $ 253,144,971
+Added: The amortized cost represents the original cost adjusted for the amortization
+Added: of discounts and premiums, as applicable, on debt investments using the effective interest method.
+Added: Loan contains a variable rate structure, subject to an interest rate
+Added: Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate
+Added: (“LIBOR”
+Added: or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which
+Added: can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based
+Added: on the terms of the loan agreement.
+Added: As of December 31, 2020, all investments are non-controlled, non-affiliated
+Added: Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of
+Added: the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or
+Added: policies of such portfolio company.
+Added: Non-qualifying investment as defined by Section 55(a) of the Investment
+Added: Company Act of 1940.
+Added: The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent
+Added: at least 70% of the Company’s total assets.
+Added: As of December 31, 2020, 15.5% of the Company’s total assets were in non-qualifying
+Added: Investments or a portion of investments are unsettled as of December
+Added: As of December 31, 2020, the tax cost of the Company’s investments
+Added: approximates their amortized cost.
+Added: Security or portion thereof held within Palmer Square BDC Funding I,
+Added: LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility
+Added: with Bank of America, N.A.
+Added: (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
+Added: 7-day effective yield as of December 31, 2020.
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
+Added: Palmer Square Capital BDC Inc.
+Added: Notes to Consolidated Financial Statements
+Added: Palmer Square Capital BDC
+Added: (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of
+Added: companies, including small to large private U.S.
+Added: The Company was organized as a Maryland corporation on August 26, 2019 and
+Added: is structured as an externally managed, non-diversified closed-end management investment company.
+Added: The Company has elected to be regulated
+Added: as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
+Added: Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”)
+Added: under Subchapter M of the Internal Revenue Code of 1985, as amended (the “Code”) and expects to qualify as a RIC thereafter.
The Company commenced operations on January 23, 2020.
−Removed: Palmer Square BDC Funding I, LLC (“PS
−Removed: BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with BofA N.A.
−Removed: Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured
+Added: Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was formed on January
+Added: 21, 2020 and entered into a senior, secured revolving credit facility with BofA N.A.
+Added: Palmer Square BDC Funding II LLC (“PS BDC
+Added: Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association.
+Added: The Company’s investment
+Added: objective is to maximize total return, comprised of current income and capital appreciation.
+Added: The Company’s current investment focus
+Added: is guided by two strategies that facilitate its investment opportunities and core competencies:
+Added: (1) investing in corporate debt securities
+Added: and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own
+Added: corporate debt securities, including the equity and junior debt tranches of CLOs.
+Added: To a limited extent, the Company may enter into derivatives
+Added: transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors
+Added: to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange
+Added: rates and market interest rates or to earn income and enhance the Company’s total returns.
+Added: The Company may receive or purchase
+Added: warrants or rights to acquire equity or other securities in connection with making a debt investment in a company.
+Added: During the year ended
+Added: December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the Company did not invest
+Added: in any derivative contracts.
+Added: The Company is externally
+Added: managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities
+Added: and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement
+Added: between the Company and the Investment Advisor (the “Advisory Agreement”).
+Added: The Investment Advisor, in its capacity as administrator
+Added: (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration
+Added: agreement between the Company and the Administrator (the “Administration Agreement”).
+Added: The Company’s fiscal year ends
+Added: on December 31.
+Added: The Company has two wholly-owned
+Added: subsidiaries:
+Added: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit
+Added: 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.
−Removed: Company’s investment objective is to maximize total return, comprised of current income and capital appreciation.
−Removed: The Company’s
−Removed: current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies:
−Removed: (1) investing
−Removed: in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured
−Removed: credit that typically owns corporate debt securities, including the equity and junior debt tranches of CLOs.
−Removed: To a limited extent,
−Removed: the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options
−Removed: and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s
−Removed: portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s
−Removed: total returns.
−Removed: The Company may receive or purchase warrants or rights to acquire equity or other securities in connection with
−Removed: making a debt investment in a company.
−Removed: During the period January 23, 2020 (Commencement of Operations) through December 31, 2020,
−Removed: the Company did not invest in any derivative contracts.
−Removed: Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that
−Removed: is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant
−Removed: to an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”).
−Removed: Investment Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary
−Removed: for the Company to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration
−Removed: Agreement”).
−Removed: The Company’s fiscal year ends on December 31.
−Removed: The Company has two
−Removed: wholly-owned subsidiaries:
−Removed: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s
−Removed: revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing
−Removed: the Company’s credit facility with Wells Fargo, National Association.
−Removed: These subsidiaries are consolidated in the financial
−Removed: statements of the Company.
+Added: These subsidiaries are consolidated in the financial statements of the Company.
Significant Accounting Policies
−Removed: The Company is an
−Removed: investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board
−Removed: (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies .
−Removed: The Company’s functional
−Removed: currency is U.S.
−Removed: dollars (“USD”) and these consolidated financial statements have been prepared in that currency.
−Removed: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted
−Removed: in the United States of America (“GAAP”) and pursuant to Regulation S-X.
−Removed: The preparation of
−Removed: the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
−Removed: the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
−Removed: financial statements.
−Removed: Actual results could differ from those estimates.
−Removed: Indemnifications
−Removed: the normal course of business, the Company enters into contracts that contain a variety of representations which provide general
+Added: The Company is an investment
+Added: company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”)
+Added: Accounting Standards Topic 946, Financial Services-Investment Companies .
+Added: The Company’s functional currency is U.S.
+Added: (“USD”) and these consolidated financial statements have been prepared in that currency.
+Added: The accompanying consolidated financial
+Added: statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
+Added: and pursuant to Regulation S-X.
+Added: Use of Estimates
+Added: The preparation of the consolidated
+Added: financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
+Added: assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.
+Added: results could differ from those estimates.
Indemnifications
−Removed: The Company’s maximum exposure under these arrangements cannot be known;
−Removed: however, the Company expects
−Removed: any risk of loss to be remote.
−Removed: and Cash Equivalents
−Removed: is comprised of cash on deposit with major financial institutions.
−Removed: Cash equivalents consist of highly liquid investments with
−Removed: original maturities of three months or less.
−Removed: The Company places its cash with high credit quality institutions to minimize credit
−Removed: risk exposure.
−Removed: Issuance Costs
−Removed: Company records origination and other expenses related to its debt obligations as deferred financing costs.
−Removed: These expenses are
−Removed: deferred and amortized over the life of the related debt instrument.
−Removed: Debt issuance costs are presented on the consolidated statement
−Removed: of assets and liabilities as a direct deduction from the debt liability.
−Removed: In circumstances in which there is not an associated
−Removed: debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance
−Removed: costs will be reported on the consolidated statement of assets and liabilities as an asset until the debt liability is recorded.
−Removed: As of December 31, 2020, the balance of deferred financing costs was $2.1 million, included in Credit Facility (as defined below),
−Removed: net of $393.2 million on the consolidated statement of assets and liabilities.
−Removed: The Company has elected
−Removed: to be treated as a RIC under Subchapter M of the Code, for the taxable year ending December 31, 2020.
−Removed: So long as the Company maintains
−Removed: its status as a RIC, it generally will not pay corporate-level U.S.
−Removed: federal income taxes on any ordinary income or capital gains
−Removed: that it distributes at least annually to its stockholders as dividends.
−Removed: qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements.
−Removed: In addition, to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least
−Removed: 90% of its “investment company taxable income”
−Removed: for that year, which is generally its ordinary income plus the excess
−Removed: of its realized net short-term capital gains over its realized net long-term capital losses.
−Removed: In order for the Company not to be
−Removed: subject to U.S.
−Removed: federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary
−Removed: income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess
−Removed: of capital losses for the one year period ending October 31 in such calendar year and (iii) any net ordinary income and capital
−Removed: gains in excess of capital losses for preceding years that were not distributed during such years.
−Removed: The Company, at its discretion,
−Removed: may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S.
−Removed: federal excise tax on this
−Removed: Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements
−Removed: to determine whether the tax positions are “more-likely-than-not”
+Added: In the normal course of business,
+Added: the Company enters into contracts that contain a variety of representations which provide general indemnifications.
+Added: The Company’s
+Added: maximum exposure under these arrangements cannot be known;
+Added: however, the Company expects any risk of loss to be remote.
+Added: Cash and Cash Equivalents
+Added: Cash is comprised of cash
+Added: on deposit with major financial institutions.
+Added: Cash equivalents consist of highly liquid investments with original maturities of three
+Added: months or less.
+Added: The Company places its cash with high credit quality institutions to minimize credit risk exposure.
+Added: Debt Issuance Costs
+Added: The Company records origination
+Added: and other expenses related to its debt obligations as deferred financing costs.
+Added: These expenses are deferred and amortized over the life
+Added: of the related debt instrument.
+Added: Debt issuance costs are presented on the consolidated statement of assets and liabilities as a direct
+Added: deduction from the debt liability.
+Added: In circumstances in which there is not an associated debt liability amount recorded in the consolidated
+Added: financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the consolidated statement
+Added: of assets and liabilities as an asset until the debt liability is recorded.
+Added: As of December 31, 2020, the balance of deferred financing
+Added: costs was $2.1 million, included in BoA Credit Facility (as defined below), net of $393.2 million on the consolidated statement of assets
+Added: and liabilities.
+Added: As of December 31, 2021, the balance of debt issuance costs was $2.1 million, representing deferred financing costs of
+Added: $3.4 million less accrued interest of $1.3 million, included in BoA Credit Facility and WF Credit Facility (each as defined below), net
+Added: of $649.9 million on the consolidated statement of assets and liabilities.
+Added: The Company has elected to
+Added: be treated as a RIC under Subchapter M of the Code.
+Added: So long as the Company maintains its status as a RIC, it generally will not pay corporate-level
+Added: federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
+Added: To qualify as a RIC, the Company
+Added: must, among other things, meet certain source-of-income and asset diversification requirements.
+Added: In addition, to qualify for RIC tax treatment,
+Added: the Company must distribute to its stockholders, for each taxable year, at least 90% of its “investment company taxable income”
+Added: for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized
+Added: net long-term capital losses.
+Added: In order for the Company not to be subject to U.S.
+Added: federal excise taxes, it must distribute annually an
+Added: amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the
+Added: 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
+Added: year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during
+Added: The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible
+Added: federal excise tax on this income.
+Added: The Company evaluates tax
+Added: positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax
+Added: positions are “more-likely-than-not”
to be sustained by the applicable tax authority.
−Removed: Tax positions not deemed to meet the “more-likely-than-not”
−Removed: threshold are reserved and recorded as a tax benefit or
−Removed: expense in the current year.
−Removed: All penalties and interest associated with income taxes are included in income tax expense.
−Removed: regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited
−Removed: to, on-going analyses of tax laws, regulations and interpretations thereof.
−Removed: and Dividend Income Recognition
−Removed: Interest income is
−Removed: recorded on the accrual basis and includes amortization of premiums or accretion of discounts.
−Removed: Discounts and premiums to par value
−Removed: on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective
−Removed: security using the effective interest method.
−Removed: The amortized cost of investments represents the original cost adjusted for the
−Removed: amortization of premiums or accretion of discounts, if any.
−Removed: Upon prepayment of a loan or debt security, any prepayment premiums,
−Removed: unamortized upfront loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the
−Removed: current period.
−Removed: are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full.
−Removed: Accrued interest is generally reversed when a loan is placed on non-accrual status.
−Removed: Interest payments received on non-accrual
−Removed: loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability.
−Removed: Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s
−Removed: judgment, are likely to remain current.
−Removed: Management may make exceptions to this treatment and determine to not place a loan on
−Removed: non-accrual status if the loan has sufficient collateral value and is in the process of collection.
−Removed: income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio
−Removed: company and are expected to be collected.
−Removed: Dividend income on common equity securities and money market funds is recorded on the
−Removed: record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
−Removed: From time to time,
−Removed: the Company may receive fees for services provided to portfolio companies.
−Removed: These fees are generally only available to the Company
−Removed: as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized
−Removed: as revenue when earned upon closing of the investment.
−Removed: The services that the Investment Advisor provides vary by investment, but
−Removed: can include closing, work, diligence or other similar
−Removed: fees and fees for providing managerial assistance to the Company’s portfolio companies.
−Removed: In addition, the Company may generate
−Removed: revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-
−Removed: costs in connection with the offering of common stock of the Company are capitalized as a deferred charge and amortized to expense
−Removed: on a straight-line basis over 12 months from the commencement of operations, January 23, 2020.
−Removed: These expenses consist primarily
−Removed: of legal fees and other costs incurred with Company’s share offerings, the preparation of the Company’s registration
−Removed: statement, and registration fees.
−Removed: Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
−Removed: Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized
−Removed: cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering
−Removed: unamortized upfront fees and prepayment penalties.
−Removed: Net change in unrealized appreciation or depreciation reflects the change in
−Removed: portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
−Removed: or depreciation, when gains or losses are realized.
−Removed: Accounting Pronouncements
−Removed: In March 2020,
−Removed: the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) –
−Removed: Facilitation of the Effects of
−Removed: Reference Rate Reform on Financial Reporting (“ASU 2020-04”).
−Removed: The guidance provides optional expedients and
−Removed: exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions,
−Removed: subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.
−Removed: is effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: The Company is currently evaluating the impact
−Removed: of adopting ASU 2020-04 on its consolidated financial statements.
+Added: Tax positions not deemed to meet the
+Added: “more-likely-than-not”
+Added: threshold are reserved and recorded as a tax benefit or expense in the current year.
+Added: All penalties
+Added: and interest associated with income taxes are included in income tax expense.
+Added: Conclusions regarding tax positions are subject to review
+Added: 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
+Added: Interest and Dividend Income Recognition
+Added: Interest income is recorded
+Added: on the accrual basis and includes amortization of premiums or accretion of discounts.
+Added: Discounts and premiums to par value on securities
+Added: purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the
+Added: effective interest method.
+Added: The amortized cost of investments represents the original cost adjusted for the amortization of premiums or
+Added: accretion of discounts, if any.
+Added: Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination
+Added: fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
+Added: Loans are generally placed
+Added: on non-accrual status when there is reasonable doubt that principal or interest will be collected in full.
+Added: Accrued interest is generally
+Added: reversed when a loan is placed on non-accrual status.
+Added: Interest payments received on non-accrual loans may be recognized as income or
+Added: applied to principal depending upon management’s judgment regarding collectability.
+Added: Non-accrual loans are restored to accrual status
+Added: when past due principal and interest is paid current and, in management’s judgment, are likely to remain current.
+Added: Management may
+Added: make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value
+Added: and is in the process of collection.
+Added: Dividend income on preferred
+Added: equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected
+Added: to be collected.
+Added: Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio
+Added: companies or on the ex-dividend date for publicly-traded portfolio companies.
+Added: From time to time, the Company
+Added: may receive fees for services provided to portfolio companies.
+Added: These fees are generally only available to the Company as a result of
+Added: closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when
+Added: earned upon closing of the investment.
+Added: The services that the Investment Advisor provides vary by investment, but can include closing,
+Added: work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.
+Added: the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly
+Added: consulting and performance- based fees.
+Added: Offering Costs
+Added: Offering costs in connection
+Added: with the offering of common stock of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis
+Added: over 12 months from the commencement of operations, January 23, 2020.
+Added: These expenses consist primarily of legal fees and other costs
+Added: incurred with Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
+Added: Net Realized Gains or Losses and Net Change
+Added: in Unrealized Appreciation or Depreciation
+Added: The Company measures realized
+Added: gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment,
+Added: without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment
+Added: Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting
+Added: period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
+Added: New Accounting Pronouncements
+Added: In March 2020, the FASB issued
+Added: Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) –
+Added: Facilitation of the Effects of Reference Rate Reform on
+Added: Financial Reporting (“ASU 2020-04”).
+Added: The guidance provides optional expedients and exceptions for applying generally accepted
+Added: accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference
+Added: LIBOR or another reference rate expected to be discontinued.
+Added: ASU 2020-04 is effective for all entities as of March 12, 2020 through December
+Added: The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
Agreements and Related Party Transactions
−Removed: Administration
−Removed: The Company has entered
−Removed: into the Administration Agreement with the Administrator.
−Removed: Pursuant to the Administration Agreement, the Administrator furnishes
−Removed: office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities.
−Removed: Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services,
−Removed: which include being responsible for the financial and
−Removed: other records that the Company is required to maintain and preparing reports to stockholders and reports and other materials filed
−Removed: with the SEC.
−Removed: In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value,
−Removed: overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials to stockholders,
−Removed: and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the
−Removed: Company by others.
−Removed: Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s
−Removed: behalf to those portfolio companies that have accepted the offer to provide such assistance.
−Removed: the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s
−Removed: overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses
−Removed: associated with performing compliance functions and the Company’s allocable portion of the cost of its officers (including
−Removed: the Company’s Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services
−Removed: to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal
−Removed: audit performs a role in the Company’s Sarbanes-Oxley internal control assessment.
−Removed: In addition, if requested to provide
−Removed: managerial assistance to portfolio companies, the Administrator is reimbursed based on the services provided.
−Removed: The Administration
−Removed: Agreement has an initial term of two years and may be renewed with the approval of the Company’s board of directors (the
−Removed: “Board”).
+Added: Administration Agreement
+Added: The Company has entered into
+Added: the Administration Agreement with the Administrator.
+Added: Pursuant to the Administration Agreement, the Administrator furnishes office facilities
+Added: and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services at such facilities.
+Added: the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include
+Added: being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders
+Added: and reports and other materials filed with the SEC.
+Added: In addition, the Administrator assists the Company in determining and publishing
+Added: the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports
+Added: and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional
+Added: services rendered to the Company by others.
+Added: Under the Administration Agreement, the Administrator also provides managerial assistance
+Added: on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
+Added: Under the Administration Agreement,
+Added: the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing
+Added: its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions
+Added: and the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief
+Added: Compliance Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the
+Added: Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal
+Added: control assessment.
+Added: In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed
+Added: based on the services provided.
+Added: The Administration Agreement has an initial term of two years and may be renewed with the approval of
+Added: the Company’s board of directors (the “Board”).
+Added: The agreement was renewed during the year for an additional one year
The Administration Agreement may be terminated by either party without penalty upon 60 days’
−Removed: notice to the other party.
−Removed: To the extent that the Administrator outsources any of its functions, the Company pays the fees associated
−Removed: with such functions on a direct basis without any incremental profit to the Administrator.
−Removed: addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S.
−Removed: Bancorp Fund Services, LLC to act on
−Removed: behalf of the Company’s Administrator in the performance of certain other administrative services.
−Removed: The Company pays fees
−Removed: Bancorp Fund Services, LLC pursuant to the sub-administration agreement.
+Added: written notice to the other
+Added: To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such functions
+Added: on a direct basis without any incremental profit to the Administrator.
+Added: In addition, the Administrator
+Added: has, pursuant to a sub-administration agreement, engaged U.S.
+Added: Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator
+Added: in the performance of certain other administrative services.
The Company has also engaged U.S.
−Removed: Bank, National
−Removed: Association or its affiliates (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent
−Removed: and registrar.
−Removed: Advisory Agreement
−Removed: Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC.
−Removed: Investment Advisor’s primary business is to provide a variety of investment management services, including an investment
−Removed: program for the Company.
−Removed: The Investment Advisor is responsible for all business activities and oversight of the investment decisions
−Removed: made for the Company.
−Removed: return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated
−Removed: 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
−Removed: shares outstanding each day in the quarter) of the Company’s total net assets at the end of the two most recently completed
−Removed: calendar quarters.
−Removed: For the Company’s first quarter, the base management fee was calculated based on the weighted average
−Removed: of total net assets as of such quarter-end.
−Removed: The base management fee for any partial quarter will be pro-rated based on the number
−Removed: of days actually elapsed in that quarter relative to the total number of days in such quarter.
−Removed: Investment Advisor, however, has agreed to waive its right to receive management fees in excess of 1.75% of the total net assets
−Removed: during any period prior to the listing of the Company’s common stock on a national securities exchange (a “Listing”).
−Removed: If a Listing does not occur, such fee waiver will remain in place through liquidation of the Company.
−Removed: The Investment Advisor will
−Removed: not be permitted to recoup any waived amounts at any time and the waiver may only be modified or terminated prior to a Listing
−Removed: with the approval of the Board.
−Removed: Additionally,
−Removed: pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing.
−Removed: Listing, the Investment Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s
−Removed: pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward)
−Removed: if over the most recently completed and three preceding calendar quarters aggregate net realized losses on the Company’s
−Removed: investments exceed the Company’s aggregate net investment income over the same period, excluding the most recently completed
−Removed: quarter, as described in more detail below.
−Removed: In this regard, if the Company’s net realized losses over the most recently
−Removed: completed and three preceding calendar quarters are greater than the Company’s net investment income over the same period,
−Removed: excluding the most recently completed quarter, then the pre-incentive fee net income used in the calculation of the Income Incentive
−Removed: Fee would be subject to a downward adjustment.
−Removed: The amount of the adjustment would be equal to the amount by which such net realized
−Removed: losses exceed such net investment income.
−Removed: On the other hand, if the Company’s net investment income over the most recently
−Removed: completed and three preceding calendar quarters is equal to or greater than the Company’s net realized losses over the same
−Removed: period, excluding the most recently completed quarter, then no adjustment to pre-incentive fee net investment income would be
−Removed: The Income Incentive Fee will be calculated and payable quarterly in arrears commencing with the first calendar quarter
−Removed: following a Listing.
−Removed: The Company will pay the Investment Advisor an Income Incentive Fee with respect to its “adjusted net
−Removed: investment income”
+Added: Bank, National Association or its affiliates
+Added: (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent and registrar.
+Added: Investment Advisory Agreement
+Added: The Investment Advisor serves
+Added: as the investment adviser of the Company and is registered as an investment adviser with the SEC.
+Added: The Investment Advisor’s primary
+Added: business is to provide a variety of investment management services, including an investment program for the Company.
+Added: The Investment Advisor
+Added: is responsible for all business activities and oversight of the investment decisions made for the Company.
+Added: In return for providing management
+Added: services to the Company, the Company pays the Investment Advisor a base management fee, calculated and paid quarterly in arrears at an
+Added: 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)
+Added: of the Company’s total net assets at the end of the two most recently completed calendar quarters.
+Added: The base management fee for
+Added: 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
+Added: in such quarter.
+Added: The Investment Advisor, however,
+Added: 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
+Added: of the Company’s common stock on a national securities exchange (a “Listing”).
+Added: If a Listing does not occur, such fee
+Added: waiver will remain in place through liquidation of the Company.
+Added: The Investment Advisor will not be permitted to recoup any waived amounts
+Added: at any time and the waiver may only be modified or terminated prior to a Listing with the approval of the Board.
+Added: Additionally, pursuant to
+Added: the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing.
+Added: Following a Listing, the Investment
+Added: Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee
+Added: net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently
+Added: completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the Company’s
+Added: aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below.
+Added: In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar quarters are
+Added: greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the
+Added: pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment.
+Added: of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income.
+Added: On the other hand,
+Added: if the Company’s net investment income over the most recently completed and three preceding calendar quarters is equal to or greater
+Added: than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment
+Added: to pre-incentive fee net investment income would be made.
+Added: The Income Incentive Fee will be calculated and payable quarterly in arrears
+Added: commencing with the first calendar quarter following a Listing.
+Added: The Company will pay the Investment Advisor an Income Incentive Fee with
+Added: respect to its “adjusted net investment income”
in each calendar quarter as follows:
−Removed: Income Incentive Fee in any calendar quarter in which the Company’s “adjusted
−Removed: net investment income”
−Removed: does not exceed an amount equal to a “hurdle rate”
−Removed: of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end
−Removed: of that quarter (the “Hurdle Amount”);
−Removed: of the Company’s “adjusted net investment income”
−Removed: with respect to that
−Removed: portion of such “adjusted net investment income,”
−Removed: if any, that exceeds the
−Removed: Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”)
−Removed: determined on a quarterly basis by multiplying 1.6875% by the Company’s total net
−Removed: asset value for the immediately preceding calendar quarter.
+Added: Income Incentive Fee in any calendar quarter in which the Company’s “adjusted net investment income”
+Added: does not exceed
+Added: an amount equal to a “hurdle rate”
+Added: of 1.5% per quarter (6% annualized) of the Company’s total net assets at the
+Added: end of that quarter (the “Hurdle Amount”);
+Added: 100% of the Company’s “adjusted net investment
+Added: income”
+Added: with respect to that portion of such “adjusted net investment income,”
+Added: if any, that exceeds the Hurdle
+Added: Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying
+Added: 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter.
The Catch-Up Amount is intended
−Removed: to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s
−Removed: “adjusted net investment income”
−Removed: when the Company’s “adjusted
−Removed: net investment income”
+Added: to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted net investment income”
+Added: when the Company’s “adjusted net investment income”
reaches the Catch-Up Amount in any calendar quarter;
−Removed: any calendar quarter in which the Company’s “adjusted net investment income”
+Added: for any calendar quarter in which the Company’s
+Added: “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”
−Removed: for the calendar
−Removed: “Adjusted
−Removed: net investment income”
+Added: for the calendar quarter.
+Added: “Adjusted net investment
+Added: income”
means the Company’s “pre-incentive fee net investment income”
−Removed: during the then most
−Removed: recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses”
−Removed: over the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that
−Removed: have occurred since the Listing) and (ii) the Company’s “net investment income”
−Removed: over the three preceding calendar
−Removed: quarters (or if shorter, the number of calendar quarters that have occurred since the Listing).
−Removed: No adjustment (downward or upward)
−Removed: will be made to “pre-incentive fee net investment income”
−Removed: if the difference between clause (i) minus clause (ii) is
−Removed: zero or negative.
−Removed: “Pre-incentive
+Added: during the then most recently completed
+Added: calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses”
+Added: over the then most
+Added: recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the
+Added: Listing) and (ii) the Company’s “net investment income”
+Added: over the three preceding calendar quarters (or if shorter,
+Added: the number of calendar quarters that have occurred since the Listing).
+Added: No adjustment (downward or upward) will be made to “pre-incentive
fee net investment income”
−Removed: means interest income, dividend income and any other income (including any other fees such as
−Removed: commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies
−Removed: but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the
−Removed: quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense
−Removed: and dividends paid on any outstanding preferred stock, but excluding the Income Incentive Fee).
−Removed: “Pre-incentive fee net investment
−Removed: income”
−Removed: includes, in the case of investments with a deferred interest feature such as market discount, original issue discount
−Removed: (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and
−Removed: zero-coupon securities, accrued income that the Company has not yet received in cash.
−Removed: realized losses”
−Removed: in respect of a particular period means the difference, if positive, between (i) the aggregate realized
−Removed: capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s
−Removed: investments in such period.
−Removed: “Net investment income”
−Removed: in respect of the particular period means interest income, dividend
−Removed: income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees
−Removed: or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued
−Removed: during the particular period, minus operating expenses for the particular (including the base management fee, the Income Incentive
−Removed: Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred
+Added: if the difference between clause (i) minus clause (ii) is zero or negative.
+Added: “Pre-incentive fee net
+Added: investment income”
+Added: means interest income, dividend income and any other income (including any other fees such as commitment, origination,
+Added: structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing
+Added: managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee,
+Added: any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock,
+Added: but excluding the Income Incentive Fee).
+Added: “Pre-incentive fee net investment income”
+Added: includes, in the case of investments with
+Added: a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind
+Added: (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not
+Added: yet received in cash.
+Added: “Net realized losses”
+Added: in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s
+Added: investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period.
+Added: investment income”
+Added: in respect of the particular period means interest income, dividend income and any other income (including any
+Added: other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio
+Added: companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the
+Added: particular period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement,
+Added: and any interest expense and dividends paid on any outstanding preferred stock).
“Net investment income”
−Removed: includes, in the case of investments with a deferred interest feature such as market
−Removed: discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income
−Removed: that the Company has not yet received in cash.
−Removed: Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than
−Removed: a full calendar quarter.
−Removed: The following table
−Removed: presents the composition of the Company’s investment portfolio at amortized cost and fair value as of December 31,
+Added: includes, in the
+Added: case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock
+Added: with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
+Added: The Income Incentive Fee amount,
+Added: or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
+Added: The following table presents
+Added: the composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2021 and December 31,
December 31, 2021
+Added: December 31, 2020
First-lien senior secured debt
1 unchanged sentence
$ 1,007,407,474
+Added: $ 554,650,131
+Added: $ 566,459,850
Second-lien senior secured debt
−Removed: Collateralized securities and structured products - debt
+Added: Corporate Bonds
+Added: Convertible Bond
+Added: CLO Mezzanine
Short-term investments
2 unchanged sentences
$ 1,194,257,584
−Removed: of December 31, 2020, approximately 17.0% of the investment portfolio at amortized cost and 17.2% of the investment portfolio
−Removed: measured at fair value, respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment
−Removed: With respect to the Company’s total assets, 15.5% of the Company’s total assets were in non-qualifying
−Removed: assets as defined by Section 55(a) of the 1940 Act as of December 31, 2020.
−Removed: industry composition of investments based on fair value, as a percentage of total investments at fair value, as of December 31,
−Removed: 2020 was as follows:
+Added: $ 640,100,635
+Added: $ 653,156,200
+Added: As of December 31, 2021, approximately
+Added: 14.4% of the long-term investment portfolio at amortized cost and 14.5% of the long-term investment portfolio measured at fair value,
+Added: respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment companies.
+Added: As of December 31, 2020,
+Added: approximately 17.0% of the investment portfolio at amortized cost and 17.2% of the investment portfolio measured at fair value, respectively,
+Added: were invested in portfolio companies with foreign domiciles or non-controlled investment companies.
+Added: With respect to the Company’s
+Added: total assets, 13.3% and 15.5% of the Company’s total assets were in non-qualifying assets as defined by Section 55(a) of the 1940
+Added: Act as of December 31, 2021 and December 31, 2020, respectively.
+Added: The industry composition of
+Added: investments based on fair value, as a percentage of total investments at fair value, as of December 31, 2021 and December 31, 2020 was
Healthcare Providers and Services
−Removed: Short-Term Investments
+Added: Cash and cash equivalents
Professional Services
−Removed: Diversified Financial Services
Hotels, Restaurants and Leisure
Independent Power and Renewable Electricity Producers
−Removed: Diversified Consumer Services
−Removed: Commercial Services and Supplies
−Removed: Specialty Retail
+Added: Building Products
+Added: Oil, Gas and Consumable Fuels
+Added: Healthcare Technology
+Added: Healthcare Equipment and Supplies
Containers and Packaging
−Removed: Health Care Technology
−Removed: Diversified Telecommunication Services
+Added: Diversified Financial Services
Construction and Engineering
+Added: Structured Subordinated Note
Structured Note
−Removed: Oil, Gas and Consumable Fuels
−Removed: Interactive Media and Services
Metals and Mining
+Added: Commercial Services and Supplies
+Added: Auto Components
+Added: Diversified Telecommunication Services
+Added: Internet Software and Services
+Added: Specialty Retail
Food Products
−Removed: Healthcare Equipment and Supplies
−Removed: Building Products
+Added: Electronic Equipment, Instruments and Components
+Added: Aerospace and Defense
+Added: Diversified Consumer Services
Pharmaceuticals
+Added: Industrial Conglomerates
+Added: Electrical Equipment
+Added: Real Estate Management and Development
+Added: Road and Rail
Wireless Telecommunication Services
+Added: Technology Hardware, Storage and Peripherals
+Added: Household Durables
Leisure Products
Electric Utilities
−Removed: Aerospace and Defense
+Added: Textiles, Apparel and Luxury Goods
+Added: Interactive Media and Services
Construction Materials
Internet and Direct Marketing Retail
−Removed: Technology Hardware, Storage and Peripherals
Capital Markets
1 unchanged sentence
Real Estate Investment Trusts (REITs)
−Removed: Textiles, Apparel and Luxury Goods
Transportation Infrastructure
Fair Value of Investments
−Removed: value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an
−Removed: orderly transaction to a market participant in the principal or most advantageous market for the investment.
−Removed: Accounting guidance
−Removed: emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
−Removed: refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about
−Removed: Inputs may be observable or unobservable.
−Removed: Observable inputs are inputs that reflect the assumptions market participants
−Removed: would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company.
−Removed: inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based
−Removed: on the best information available in the circumstances.
−Removed: The valuation hierarchical levels are based upon the transparency of the
−Removed: inputs to the valuation of the investment as of the measurement date.
+Added: Fair value is defined as the
+Added: price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market
+Added: participant in the principal or most advantageous market for the investment.
+Added: Accounting guidance emphasizes that valuation techniques
+Added: maximize the use of observable market inputs and minimize the use of unobservable inputs.
+Added: Inputs refer broadly to the
+Added: assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.
+Added: Inputs may be observable
+Added: or unobservable.
+Added: Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability
+Added: developed based on market data obtained from sources independent of the Company.
+Added: Unobservable inputs are inputs that reflect the assumptions
+Added: market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
+Added: The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement
The three levels are defined as follows:
−Removed: Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
−Removed: Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly
−Removed: or indirectly observable at the measurement date.
−Removed: This category includes quoted prices for similar assets or liabilities in active
−Removed: markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third
−Removed: parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward
−Removed: currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
−Removed: Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement
−Removed: in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required
−Removed: to be categorized in the fair value hierarchy.
−Removed: As of December 31, 2020, there were no investments accounted for using the practical
−Removed: inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s
−Removed: assessment of the assumptions that market participants would use in pricing the assets or liabilities.
−Removed: These investments include
−Removed: debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing
−Removed: models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for
−Removed: identical or similar investments.
−Removed: The inputs in these valuations may include, but are not limited to, capitalization and discount
−Removed: rates, beta and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.
−Removed: The information
−Removed: may also include pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a
−Removed: price in an actual transaction.
−Removed: The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result
−Removed: in classification as Level 3 information, assuming no additional corroborating evidence.
−Removed: inputs and weightings applied to determine fair value require subjective determination.
−Removed: Accordingly, valuations do not necessarily
−Removed: represent the amounts that may eventually be realized from sales or other dispositions of investments.
+Added: Level 1 —
+Added: Valuations based on
+Added: quoted prices in active markets for identical assets or liabilities at the measurement date.
+Added: Level 2 —
+Added: Valuations based on
+Added: inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement
+Added: This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
+Added: assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and
+Added: observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models
+Added: to determine the value of derivatives or other assets or liabilities.
+Added: Level 3 —
+Added: Valuations based on
+Added: inputs that are unobservable and where there is little, if any, market activity at the measurement date.
+Added: Investments in private investment
+Added: companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in the
+Added: fair value hierarchy.
+Added: As of December 31, 2021 and as of December 31, 2020, there were no investments accounted for using the practical
+Added: The inputs for the determination
+Added: of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions
+Added: that market participants would use in pricing the assets or liabilities.
+Added: These investments include debt and equity investments in private
+Added: companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment
+Added: or estimation because of the absence of any meaningful current market data for identical or similar investments.
+Added: The inputs in these
+Added: valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation,
+Added: and amortization (“EBITDA”) multiples.
+Added: The information may also include pricing information or broker quotes, which include
+Added: a disclaimer that the broker would not be held to such a price in an actual transaction.
+Added: The non-binding nature of consensus pricing
+Added: and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
+Added: Pricing inputs and weightings
+Added: applied to determine fair value require subjective determination.
+Added: Accordingly, valuations do not necessarily represent the amounts that
+Added: 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.
−Removed: following table presents the fair value hierarchy of investments as of December 31, 2020:
+Added: The following table presents
+Added: the fair value hierarchy of investments as of December 31, 2021:
Fair Value Hierarchy as of December 31, 2021
3 unchanged sentences
Second-lien senior secured debt
+Added: Corporate Bonds
+Added: Convertible Bond
+Added: CLO Mezzanine
+Added: Short Term Investments
+Added: Total Investments
+Added: $ 1,115,314,820
+Added: $ 1,194,257,584
+Added: The following table presents
+Added: the fair value hierarchy of investments as of December 31, 2020:
+Added: Fair Value Hierarchy as of December 31, 2020
+Added: First-lien senior secured debt
+Added: $ 566,459,850
+Added: $ 566,459,850
+Added: Second-lien senior secured debt
Collateralized securities and structured products - debt
3 unchanged sentences
$ 653,156,200
−Removed: the period from January 23, 2020 (Commencement of Operations) to December 31, 2020, the Company did not recognize any transfers
+Added: For the year ended December
+Added: 31, 2021 and the period from January 23, 2020 (Commencement of Operations) to December 31, 2020, the Company did not recognize any transfers
to or from Level 3.
−Removed: Not Carried at Fair Value
−Removed: fair value of the Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of December 31, 2020,
−Removed: approximates its carrying value because the Credit Facility has variable interest based on selected short term rates.
−Removed: In accordance with
−Removed: the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined
−Removed: in the 1940 Act, are at least 150% after such borrowing.
+Added: Debt Not Carried at Fair Value
+Added: The fair value of the BoA Credit Facility and the WF Credit Facility, which
+Added: would be categorized as Level 3 within the fair value hierarchy as of December 31, 2021, approximates their respective carrying values
+Added: because the BoA Credit Facility and WF Credit Facility each have variable interest based on selected short term rates.
+Added: In accordance with the 1940
+Added: Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act,
+Added: are at least 150% after such borrowing.
As of December 31, 2021, the Company’s asset coverage ratio was 170%.
−Removed: February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company,
−Removed: the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions
−Removed: as lenders (“Lenders”), BofA N.A.
+Added: Bank of America Credit Facility
+Added: On February 18, 2020, the
+Added: Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered
+Added: into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), BofA
as the Administrative Agent and BofA Securities, Inc.
−Removed: (“BofA Securities”),
−Removed: as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit
−Removed: (the “Credit Facility”).
−Removed: the Credit Facility, which matures on February 18, 2023, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate
−Removed: amount up to the Commitment (as defined in the Credit Agreement) amount.
−Removed: The Commitment amount for the Credit Facility was $200.0
−Removed: million as of the closing date of the Credit Agreement and increased to $400.0 million on the one-month anniversary of the closing
−Removed: date, and further increased to $475.0 million on October 12, 2020.
+Added: (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant
+Added: to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
+Added: Under the BoA Credit Facility,
+Added: 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
+Added: (as defined in the Credit Agreement) amount.
+Added: The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date
+Added: of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million
+Added: on October 12, 2020, and further increased to $725 million on September 29, 2021.
The Borrowers’
−Removed: ability to draw under the Credit Facility
−Removed: is scheduled to terminate on February 11, 2023.
−Removed: All amounts outstanding under the Credit Facility are required to be repaid by
−Removed: February 18, 2023.
+Added: ability to draw under the BoA Credit
+Added: Facility is scheduled to terminate on February 11, 2025.
+Added: All amounts outstanding under the BoA Credit Facility are required to be repaid
+Added: by February 18, 2025.
As the Company raises additional capital, we may enter into additional credit agreements to expand our borrowing
−Removed: obligations consisted of the following as of December 31, 2020:
−Removed: Principal Committed
+Added: Debt obligations consisted
+Added: of the following as of December 31, 2021:
+Added: December 31, 2021
+Added: Aggregate Principal Committed
Available (1)
−Removed: Carrying Value (2)
+Added: BoA Credit Facility
$ 725,000,000
4 unchanged sentences
$ 552,000,000
−Removed: (1) The amount
−Removed: available reflects any limitations related to the Credit Facility’s borrowing base.
−Removed: carrying value of the Credit Facility is presented net of deferred financing costs of
−Removed: $2.122 million.
−Removed: Average debt outstanding
−Removed: during the period January 23, 2020 (Commencement of Operations) through December 31, 2020, was $247.5 million.
−Removed: The loans under the Credit Facility may be base rate loans or
−Removed: eurocurrency rate loans.
−Removed: The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will
−Removed: bear interest at 1-month or 3-month LIBOR plus 1.30%.
+Added: $ 173,000,000
+Added: $ 550,262,297
+Added: (1) The amount available reflects
+Added: any limitations related to the BoA Credit Facility’s borrowing base.
+Added: carrying value of the BoA Credit Facility is presented net of deferred financing costs of $1.993 million and accrued interest of $255
+Added: Debt obligations consisted
+Added: of the following as of December 31, 2020:
+Added: December 31, 2020
+Added: Principal Committed
+Added: Outstanding Principal
+Added: Amount Available (1)
+Added: Net Carrying Value (2)
+Added: BoA Credit Facility
+Added: $ 475,000,000
+Added: $ 395,000,000
+Added: $ 393,152,103
+Added: $ 475,000,000
+Added: $ 395,000,000
+Added: $ 393,152,103
+Added: (1) The amount available reflects
+Added: any limitations related to the BoA Credit Facility’s borrowing base.
+Added: (2) The carrying value of the BoA Credit Facility is presented net of
+Added: deferred financing costs of $2.122 million.
+Added: Average debt outstanding under
+Added: the BoA Credit Facility during the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December
+Added: 31, 2020, was $433.1 million and $247.5 million, respectively.
+Added: The loans under the BoA Credit Facility may be base rate loans or eurocurrency
+Added: The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will bear interest at
+Added: 1-month or 3-month LIBOR plus 1.30%.
The “base rate”
−Removed: will be equal to the highest of (a) the federal
−Removed: funds rate plus ½
+Added: 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.
−Removed: The Credit Agreement includes fallback language
−Removed: in the event that LIBOR becomes unavailable.
−Removed: Interest pursuant to base rate loans is payable quarterly in arrears, and interest
−Removed: pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining
−Removed: The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments during the first five months
−Removed: following the closing of the Credit Facility, and, thereafter, 1.80% for any unused Commitments above 70% of the total Commitments.
+Added: The Credit Agreement includes fallback language in the event that LIBOR becomes
+Added: Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable
+Added: either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto.
+Added: The Credit Agreement requires the payment
+Added: of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the Second Amendment to the Credit Agreement.
+Added: Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of the BoA Credit Facility, and 1.30% on unused Commitments in
+Added: excess of 30% of the BoA Credit Facility.
Such fee is payable quarterly in arrears.
−Removed: The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40%
−Removed: for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as
−Removed: each such term is defined in the Credit Agreement).
−Removed: the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the components of interest expense were as
−Removed: For the Period January 23, 2020
−Removed: (Commencement of Operations) through
−Removed: of debt issuance costs
+Added: The advance rate for PS BDC Funding’s Eligible
+Added: 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
+Added: Excluded Amounts) (as each such term is defined in the Credit Agreement).
+Added: For the year ended December
+Added: 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the components of interest expense with
+Added: respect to the BoA Credit Facility were as follows:
+Added: For the Year Ended
+Added: For the Period January 23, 2020 (Commencement of Operations) through
Interest expense
+Added: Amortization of debt issuance costs
+Added: Total interest expense
Average interest rate
−Removed: BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under
−Removed: the Credit Facility.
−Removed: Both the Company and PS BDC Funding have made customary representations and warranties and are required to
−Removed: comply with various covenants, reporting requirements and other customary requirements for similar credit facilities.
−Removed: under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act.
−Removed: The obligations under the Credit
−Removed: Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of
−Removed: a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
+Added: PS BDC Funding has pledged
+Added: all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility.
+Added: the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting
+Added: requirements and other customary requirements for similar credit facilities.
+Added: Borrowing under the BoA Credit Facility is subject to the
+Added: leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions
+Added: The custodian of the assets pledged to BofA N.A.
+Added: pursuant to the BoA Credit Facility is U.S.
+Added: Bank National Administration.
+Added: The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including
+Added: 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
−Removed: On December 18, 2020,
−Removed: the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II”
−Removed: and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”)
−Removed: with certain financial institutions as lenders (“WF Lenders”), Wells Fargo Bank, National Association as the administrative
−Removed: agent (“WFB”) and U.S.
+Added: On December 18, 2020, the
+Added: Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II”
+Added: with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with
+Added: certain financial institutions as lenders (“WF Lenders”), Wells Fargo Bank, National Association as the administrative agent
+Added: (“WFB”) and U.S.
Bank National Association (“U.S.
−Removed: Bank”), as Collateral Agent and Custodian, pursuant
−Removed: to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
−Removed: Under the WF Credit
−Removed: Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate
−Removed: amount up to the Facility Amount (as defined in the Loan Agreement).
−Removed: The Facility Amount for the WF Credit Facility was $150.0
−Removed: million as of the closing date of the Loan Agreement.
+Added: Bank”), as Collateral Agent and Custodian, pursuant to which
+Added: the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
+Added: Under the WF Credit Facility, which matures on December 18, 2025, the WF
+Added: 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).
+Added: The Facility Amount for the WF Credit Facility was $150.0 million as of the closing date of the Loan Agreement.
The WF Borrowers’
−Removed: ability to draw under the WF Credit Facility is scheduled
−Removed: to terminate on December 18, 2023.
−Removed: All amounts outstanding under the WF Credit Facility are required to be repaid by December 18,
−Removed: The loans under the
−Removed: WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate
−Removed: is unavailable, in which case the loans shall be base rate loans until such rate is available.
−Removed: Broadly Syndicated Loans will bear
−Removed: interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate,
−Removed: as applicable, plus 2.35%.
+Added: ability to draw under the WF Credit Facility is scheduled to terminate on December 18, 2023.
+Added: All amounts outstanding under the WF Credit
+Added: Facility are required to be repaid by December 18, 2025.
+Added: Debt obligations consisted
+Added: of the following as of December 31, 2021:
+Added: December 31, 2021
+Added: Aggregate Principal Committed
+Added: Available (1)
+Added: WF Credit Facility
+Added: $ 150,000,000
+Added: $ 100,000,000
+Added: $ 150,000,000
+Added: $ 100,000,000
+Added: (1) The amount available reflects
+Added: any limitations related to the WF Credit Facility’s borrowing base.
+Added: carrying value of the WF Credit Facility is presented net of deferred financing costs of $1.4 million and accrued interest of $1.048
+Added: As of December 31, 2020, we
+Added: had no principal outstanding and $150 million of available Commitments under the WF Credit Facility.
+Added: Average debt outstanding under
+Added: the WF Credit Facility during the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December
+Added: 31, 2020, was $13.9 million and $0, respectively.
+Added: The loans under the WF Credit Facility may be Broadly Syndicated Loans
+Added: or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable, in which case the loans shall be base rate
+Added: loans until such rate is available.
+Added: Broadly Syndicated Loans will bear interest at the LIBOR or base rate, as applicable, plus 1.85%,
+Added: and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%.
The “base rate”
−Removed: will be equal to the highest of (a) the federal funds rate plus 1/2 of 1%
−Removed: and (b) the prime rate.
−Removed: The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable.
−Removed: payable quarterly, as determined by the WFB as the administrative agent.
−Removed: The WF Loan Agreement requires the payment of a non-usage
−Removed: fee of (x) 0.50% multiplied by daily unused Facility Amounts during the first six months following the closing of the WF Credit
−Removed: Facility, (y) 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00%
−Removed: multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii)
−Removed: zero between six and twelve months following the closing of the WF Credit Facility, and, (z) thereafter, 0.50% multiplied by the
−Removed: lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the
−Removed: difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero.
−Removed: Such fee is payable quarterly
−Removed: The applicable percentage for PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to
−Removed: 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
−Removed: PS BDC Funding II has
−Removed: pledged all of its assets to U.S.
−Removed: Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility.
−Removed: Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various
−Removed: covenants, reporting requirements, and other customary requirements for similar credit facilities.
−Removed: Borrowing under the WF Credit
−Removed: Facility is subject to the leverage restrictions contained in the 1940 Act.
+Added: will be equal
+Added: to the highest of (a) the federal funds rate plus 1/2 of 1% and (b) the prime rate.
+Added: The Loan Agreement includes fallback language in the
+Added: event that LIBOR becomes unavailable.
+Added: Interest is payable quarterly, as determined by the WFB as the administrative agent.
+Added: Following the
+Added: Second Amendment of the WF Credit Facility, the Loan Agreement requires the payment of a non-usage fee of (x) during the first thirteen
+Added: months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts, (y) between thirteen and sixteen
+Added: months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50%
+Added: of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of
+Added: the Facility Amount and (ii) zero and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20%
+Added: of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of
+Added: the Facility Amount and (ii) zero.
+Added: Such fee is payable quarterly in arrears.
+Added: The WF Credit Facility includes the option to downsize the
+Added: facility by paying a Commitment Reduction Fee.
+Added: The Fee is equal to 2.00% of the facility reduction amount prior to the one year anniversary
+Added: of the closing of the WF Credit Facility, and 1.00% thereafter.
+Added: The applicable percentage for PS BDC Funding II’s Eligible Loans
+Added: ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
+Added: For the year ended December
+Added: 31, 2021, the components of interest expense with respect to the WF Credit Facility were as follows:
+Added: For the Year Ended
+Added: Interest expense
+Added: Amortization of debt issuance costs
+Added: Total interest expense
+Added: Average interest rate
+Added: PS BDC Funding II has pledged
+Added: all of its assets to U.S.
+Added: Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S.
+Added: Bank acts as the custodian of such assets.
+Added: Both the Company and PS BDC Funding II have made customary representations and warranties
+Added: and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities.
+Added: Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies
+Added: with 1940 Act provisions relating to affiliated transactions and custody.
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
−Removed: II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease
−Removed: to directly or indirectly own a majority of the membership interests of the Investment Advisor.
−Removed: As of December 31,
−Removed: 2020, we had no principal outstanding and $150 million of available Commitments under the WF Credit Facility.
+Added: II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly
+Added: or indirectly own a majority of the membership interests of the Investment Advisor.
Share Transactions
−Removed: During the period January 23, 2020 (Commencement of Operations)
−Removed: through December 31, 2020, the Company issued and sold 12,562,805 shares at an aggregate purchase price of $238.6 million.
−Removed: amounts include shares issued in reinvestment.
−Removed: Reinvestment Plan
−Removed: Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on
−Removed: behalf of the Company’s stockholders, unless a stockholder elects to receive cash.
−Removed: As a result, if the Company’s Board
−Removed: authorizes, and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out”
−Removed: of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in
−Removed: additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
−Removed: to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment
−Removed: The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined
−Removed: 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
−Removed: was declared.
−Removed: a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not
−Removed: the shares are trading at a price per share at, below or above net asset value.
−Removed: However, the Board reserves the right to purchase
−Removed: shares in the open market in connection with the implementation of the dividend reinvestment plan.
−Removed: The number of newly issued
−Removed: shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder
−Removed: by the market price per share of the Company’s common stock at the close of regular trading on a national securities exchange
−Removed: on the dividend payment date.
−Removed: Shares purchased in open market transactions by US Bank, the plan administrator and the Company’s
−Removed: transfer agent, registrar and dividend disbursing agent, will be allocated to a participant based upon the average purchase price,
−Removed: excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased with respect to
−Removed: the dividend.
−Removed: registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice
−Removed: is received by the plan administrator no later than the record date for distributions to stockholders.
−Removed: The plan administrator
−Removed: will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other
−Removed: distributions in cash and hold such shares in noncertificated form.
−Removed: will be no brokerage charges or other charges to stockholders who participate in the plan.
−Removed: The plan administrator’s fees
−Removed: will be paid by the Company.
−Removed: who receive dividends and other distributions in the form of stock are generally subject to the same U.S.
−Removed: federal, state and local
−Removed: tax consequences as are stockholders who elect to receive their distributions in cash.
−Removed: However, since a participating stockholder’s
−Removed: cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested
−Removed: A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution
−Removed: from the Company will generally be equal to the total dollar amount of the distribution payable to the stockholder.
−Removed: received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the
−Removed: day on which the shares are credited to the U.S.
+Added: Offering Proceeds
+Added: During the year ended December
+Added: 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the Company issued and sold 10,007,526
+Added: shares at an aggregate purchase price of $206.6 million and 12,562,805 shares at an aggregate purchase price of $238.6 million, respectively.
+Added: These amounts include shares issued in reinvestment.
+Added: Distribution Reinvestment Plan
+Added: The Company has adopted a
+Added: dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s
+Added: stockholders, unless a stockholder elects to receive cash.
+Added: As a result, if the Company’s Board authorizes, and the Company declares,
+Added: a cash dividend or other distribution, then stockholders who do not “opt out”
+Added: of the Company’s dividend reinvestment
+Added: plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock,
+Added: rather than receiving cash dividends and distributions.
+Added: Prior to a Listing, the Board
+Added: will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan.
+Added: The number of shares of
+Added: 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
+Added: the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
+Added: After a Listing, the Board
+Added: intends to primarily use newly-issued shares to implement the dividend reinvestment
+Added: plan, whether or not the shares are trading at a price per share at, below or above net asset value.
+Added: However, the Board reserves the right
+Added: to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan.
+Added: The Board will examine
+Added: the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open
+Added: market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s
+Added: fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by the
+Added: Company’s stockholders against the Company’s need and usage of reinvested funds.
+Added: The number of newly issued shares to be issued
+Added: to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price
+Added: per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment
+Added: Shares purchased in open market transactions by US Bank, the plan administrator and the Company’s transfer agent, registrar
+Added: and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges
+Added: or other charges, of all shares of the Company’s common stock purchased with respect to the dividend.
+Added: A registered stockholder may
+Added: elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator
+Added: no later than the record date for distributions to stockholders.
+Added: The plan administrator will set up an account for shares acquired through
+Added: the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
+Added: There will be no brokerage
+Added: charges or other charges to stockholders who participate in the plan.
+Added: The plan administrator’s fees will be paid by the Company.
+Added: Stockholders who receive dividends
+Added: and other distributions in the form of stock are generally subject to the same U.S.
+Added: federal, state and local tax consequences as are
+Added: stockholders who elect to receive their distributions in cash.
+Added: However, since a participating stockholder’s cash dividends will
+Added: be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends.
+Added: A stockholder’s
+Added: basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally
+Added: be equal to the total dollar amount of the distribution payable to the stockholder.
+Added: Any stock received in a dividend or other distribution
+Added: 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.
−Removed: may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating
−Removed: the participant’s account under the plan to US Bank.
−Removed: The plan may be terminated by the Company upon notice in writing mailed
−Removed: to each participant at least 30 days prior to any record date for the payment of any dividend by the Company.
−Removed: participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant
−Removed: under the plan to be delivered to the participant.
−Removed: If an investor holds common stock with a brokerage firm that does not participate
−Removed: in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different
−Removed: terms than those described above.
+Added: Participants may terminate
+Added: their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s
+Added: account under the plan to US Bank.
+Added: The plan may be terminated by the Company upon notice in writing mailed to each participant at least
+Added: 30 days prior to any record date for the payment of any dividend by the Company.
+Added: If participants withdraw from
+Added: the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered
+Added: to the participant.
+Added: If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will
+Added: not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
Commitments and Contingencies
−Removed: The Company had an aggregate of $1.3 million of unfunded commitments
−Removed: to provide debt financing to its portfolio companies as of December 31, 2020.
−Removed: As of December 31, 2020, there were no capital calls
−Removed: or draw requests made by the portfolio companies to fund these commitments.
−Removed: Such commitments are generally up to the Company’s
−Removed: discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying
−Removed: degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and
−Removed: liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.
−Removed: summary of the composition of the unfunded commitments as of December 31, 2020 is shown in the table below:
−Removed: HAH Group Holding
+Added: As of December 31, 2021 and
+Added: December 31, 2020, the Company had an aggregate of $11.3 million and $1.3 million, respectively, of unfunded commitments to provide debt
+Added: financing to its portfolio companies.
+Added: As of each of December 31, 2021 and December 31, 2020, there were no capital calls or draw requests
+Added: made by the portfolio companies to fund these commitments.
+Added: Such commitments are generally up to the Company’s discretion to approve
+Added: or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit
+Added: risk in excess of the amount recognized in the Company’s consolidated statement of assets and liabilities and are not reflected
+Added: in the Company’s consolidated statement of assets and liabilities.
+Added: A summary of the composition
+Added: of the unfunded commitments as of December 31, 2021 is shown in the table below:
+Added: ARC Falcon I Inc.
+Added: Aveanna Healthcare LLC
+Added: Culligan Water
+Added: Medical Solutions L.L.C.
+Added: National Mentor Holdings, Inc.
+Added: PT Intermediate Holdings III LLC
+Added: RSC Acquisition, Inc.
+Added: Sovos Compliance, LLC
+Added: Total unfunded commitments
+Added: Commitments are generally subject to borrowers meeting certain criteria
+Added: such as compliance with covenants and certain operational metrics.
+Added: These amounts may remain outstanding until the commitment period
+Added: of an applicable loan expires, which may be shorter than its maturity.
+Added: A summary of the composition
+Added: of the unfunded commitments as of December 31, 2020 is shown in the table below:
+Added: Expiration Date (1)
+Added: HAH Group Holding Company LLC
LBM Acquisition LLC
−Removed: Total unfunded
−Removed: (1) Commitments
−Removed: are generally subject to borrowers meeting certain criteria such as compliance with covenants
−Removed: and certain operational metrics.
−Removed: These amounts may remain outstanding until the commitment
−Removed: period of an applicable loan expires, which may be shorter than its maturity.
−Removed: time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business.
−Removed: of December 31, 2020, management is not aware of any pending or threatened litigation.
+Added: OneDigital Borrower LLC
+Added: Total unfunded commitments
+Added: Commitments are generally subject to borrowers meeting certain criteria
+Added: such as compliance with covenants and certain operational metrics.
+Added: These amounts may remain outstanding until the commitment period
+Added: of an applicable loan expires, which may be shorter than its maturity.
+Added: From time to time, the Company
+Added: may become a party to certain legal proceedings incidental to the normal course of its business.
+Added: As of December 31, 2021, management
+Added: is not aware of any pending or threatened litigation.
Earnings Per Share
−Removed: accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is
−Removed: computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the
−Removed: Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings
−Removed: per share on a diluted basis.
−Removed: As of December 31, 2020, there were no dilutive shares.
−Removed: following table sets forth the computation of basic and diluted earnings per share of common stock for the period January 23,
+Added: In accordance with the provisions
+Added: of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available
+Added: to common stockholders by the weighted average number of shares outstanding during the period.
+Added: Other potentially dilutive common shares,
+Added: and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
+Added: As of each of December 31,
+Added: 2021 and as of December 31, 2020, there were no dilutive shares.
+Added: The following table sets forth
+Added: the computation of basic and diluted earnings per share of common stock for the year ended December 31, 2021 and the period January 23,
2020 (Commencement of Operations) through December 31, 2020:
−Removed: For the Period January 23, 2020 (Commencement
−Removed: of Operations) through
−Removed: Net increase (decrease)
−Removed: in net assets resulting from operations
−Removed: Weighted average shares of common
−Removed: stock outstanding - basic and diluted
−Removed: Earnings (loss) per share of common
−Removed: stock - basic and diluted
−Removed: Company has elected to be treated as a RIC under the Code beginning with the taxable year end December 31, 2020.
−Removed: the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to its stockholders
−Removed: as dividends.
−Removed: As a RIC, the Company is also subject to a federal excise tax based on distributive requirements of its taxable
−Removed: income on a calendar year basis.
−Removed: Depending on the level of taxable income earned in a tax year, the Company may choose to carry
−Removed: forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income,
−Removed: to the extent required.
−Removed: permanent differences for tax purposes from distributable earnings to additional paid in capital were reclassified for tax purposes
−Removed: for the tax year ended December 31, 2020.
+Added: For the Period
+Added: January 23, 2020
+Added: (Commencement of
+Added: Operations) through
+Added: Net increase (decrease) in net assets resulting from operations
+Added: Weighted average shares of common stock outstanding - basic and diluted
+Added: Earnings (loss) per share of common stock - basic and diluted
+Added: The Company intends to elect to be treated as a RIC under the Internal
+Added: Revenue Code (“Code”) for its taxable year end December 31, 2021.
+Added: As a RIC, the Company is not subject to federal income tax
+Added: on the portion of its taxable income and gains distributed currently to its stockholders as a dividend.
+Added: The Company anticipates distributing
+Added: substantially all of its taxable income and gains, within the Subchapter M rules, and thus the Company anticipates that it will not incur
+Added: any federal or state income tax at the RIC level.
+Added: As a RIC, the Company is also subject to a federal excise tax based on distributive
+Added: requirements of its taxable income on a calendar year basis (e.g., calendar year 2021).
+Added: Depending on the level of taxable income earned
+Added: in a tax year, the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and
+Added: pay a 4% excise tax on such income, to the extent required.
+Added: The permanent differences
+Added: for tax purposes from distributable earnings to additional paid in capital were reclassified for tax purposes for the tax years ended
+Added: December 31, 2021 and December 31, 2020.
These reclassifications have no impact on net assets.
−Removed: For the Period January 23, 2020 (Commencement of Operations) through December 31,
+Added: January 23, 2020 (Commencement
+Added: of Operations)
Increase (decrease) in distributable earnings
Increase (decrease) in capital in excess of par value
−Removed: following reconciles net increase in net assets resulting from operations to taxable income for the period January 23, 2020 (Commencement
−Removed: of Operations) through December 31, 2020:
−Removed: For the Period
+Added: The following reconciles net
+Added: increase in net assets resulting from operations to taxable income for the year ended December 31, 2021 and the period January 23, 2020
+Added: (Commencement of Operations) through December 31, 2020:
(Commencement
5 unchanged sentences
Taxable income before deductions for distributions
−Removed: the Period January 23, 2020 (Commencement of Operations) through December 31,
+Added: (Commencement
+Added: of Operations)
Distributions
−Removed: Return of Capital
−Removed: the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the components of accumulated earnings on
−Removed: a tax basis were as follows:
+Added: For the year ended December
+Added: 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December 31, 2020, the components of accumulated earnings
+Added: on a tax basis were as follows:
For the Period
6 unchanged sentences
Net unrealized appreciation (depreciation)
−Removed: Capital losses can
−Removed: be carried forward indefinitely to offset future capital gains.
−Removed: As of December 31, 2020, the Company had no capital loss carryforwards.
−Removed: of December 31, 2020, the Company’s aggregate unrealized appreciation and depreciation on investments based on cost
+Added: Capital losses can be carried
+Added: forward indefinitely to offset future capital gains.
+Added: As of December 31, 2021 and December 31, 2020, the Company had no capital loss
+Added: carryforwards.
+Added: As of December 31, 2021 and
+Added: December 31, 2020, the Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S.
federal income tax purposes was as follows:
+Added: 1,188,452,438
Gross unrealized appreciation
1 unchanged sentence
Net unrealized appreciation/(depreciation) on investments
−Removed: The Company adopted
−Removed: FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) as of January 23, 2020, commencement
−Removed: of operations.
−Removed: ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed
−Removed: in the consolidated financial statements.
−Removed: ASC 740 requires the evaluation of tax positions taken or expected to be taken in the
−Removed: course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not”
+Added: The Company adopted FASB ASC Topic
+Added: 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) as of January 23, 2020, commencement of operations.
+Added: 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial
+Added: ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s
+Added: tax returns to determine whether the tax positions are “more-likely-than-not”
of being sustained by the applicable tax authority.
−Removed: The Company recognizes the tax benefits of uncertain tax positions only where
−Removed: the position is “more likely than not”
−Removed: to be sustained assuming examination by tax authorities.
−Removed: As of December 31,
−Removed: 2020, management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits
−Removed: should be recorded related to uncertain tax positions taken in the Company’s current year tax return.
−Removed: The Company identifies
−Removed: its major tax jurisdictions as U.S.
+Added: The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not”
+Added: sustained assuming examination by tax authorities.
+Added: As of December 31, 2021, management has analyzed the Company’s tax positions,
+Added: and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Company’s
+Added: current year tax return.
+Added: The Company identifies its major tax jurisdictions as U.S.
Federal, New York State, and New York City.
−Removed: The Company is not aware of any tax positions
−Removed: for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12
−Removed: Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon
−Removed: factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof.
+Added: and 2021 tax years remain subject to examination by U.S.
+Added: federal, state and local authorities.
+Added: Management’s determinations regarding
+Added: ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis
+Added: of tax laws, regulations and interpretations thereof.
Financial Highlights
−Removed: The following per
−Removed: share of common stock data has been derived from information provided in the consolidated financial statements.
−Removed: The following
−Removed: is a schedule of financial highlights for the period January 23, 2020 (Commencement of Operations) through December 31, 2020:
−Removed: For the Period January 23, 2020 (Commencement of Operations) through
+Added: The following per share of
+Added: common stock data has been derived from information provided in the consolidated financial statements.
+Added: The following is a schedule of
+Added: financial highlights for the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December
+Added: For the Period January 23,
+Added: 2020 (Commencement of Operations) through
Per Common Share Operating Performance
6 unchanged sentences
Distributions from Net Investment Income
+Added: Distributions from Realized Gains
Net Decrease in Net Assets Resulting from Distributions
3 unchanged sentences
Net assets, end of period
−Removed: $ 253,144,971
Weighted-average shares outstanding
5 unchanged sentences
Ratio of net investment income (loss) to average net assets with waiver (2)
−Removed: common share data was derived by using weighted average shares outstanding.
−Removed: ratios reflect an annualized amount.
−Removed: (3) Total return is calculated as the change in net asset value
−Removed: (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share.
−Removed: Total return is not annualized and does not reflect sales load.
+Added: The per common share data was derived by using weighted average shares outstanding.
+Added: Ratios have been annualized for periods less than one year.
+Added: 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.
+Added: Total return is not annualized.
Assumes reinvestment of distributions.
−Removed: and unrealized gains and losses per share in this caption are balancing amounts necessary
−Removed: to reconcile the change in net asset value per share for the period, and may not reconcile
−Removed: with the aggregate gains and losses in the Consolidated Statement of Operations due to
−Removed: share transactions during the period.
−Removed: Selected Quarterly Financial Data (Unaudited)
−Removed: The following are
−Removed: the quarterly results of operations for the period January 23, 2020 (Commencement of Operations) through December 31, 2020.
−Removed: following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods
+Added: 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.
+Added: Selected Quarterly Financial Data
+Added: The following are the quarterly
+Added: results of operations for the year ended December 31, 2021 and the period January 23, 2020 (Commencement of Operations) through December
+Added: The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for
+Added: the periods presented.
The operating results for any quarter are not necessarily indicative of results for any future period.
For the Three Months Ended
+Added: September 30,
+Added: Investment income
+Added: Net investment income (loss)
+Added: Net realized gain (loss) on investments, and foreign currency transactions
+Added: Net unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts
+Added: Increase (decrease) in net assets resulting from operations
+Added: Net asset value per share as of the end of the quarter
+Added: For the Three Months Ended
For the Period
11 unchanged sentences
Subsequent Events
−Removed: The Company’s
−Removed: management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein.
−Removed: There have been no subsequent events that require recognition or disclosure in these consolidated financial statements except
−Removed: for the following:
+Added: The Company’s management
+Added: has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein.
+Added: There have been
+Added: no subsequent events that require recognition or disclosure in these consolidated financial statements except for the following:
Issuance of Common Stock
−Removed: On January 4, 2021,
−Removed: the Company issued and sold 99,256 shares of its common stock at an aggregate purchase price of $2,000,000.
−Removed: The issuance of the
−Removed: shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section
−Removed: 4(a)(2) and Rule 506(b) of Regulation D thereof.
−Removed: On February 1, 2021,
−Removed: the Company issued and sold 1,349 shares of its common stock at an aggregate purchase price of $27,700.
−Removed: The issuance of the shares
−Removed: of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2)
−Removed: and Rule 506(b) of Regulation D thereof.
+Added: On January 3, 2022, the Company
+Added: issued and sold 231,805 shares of its common stock at an aggregate purchase price of $4.65 million.
+Added: The issuance of the shares of common
+Added: 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)
+Added: of Regulation D thereof.
+Added: On February 1, 2022, the Company
+Added: issued and sold 8,591 shares of its common stock at an aggregate purchase price of $174 thousand.
+Added: The issuance of the shares of common
+Added: 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)
+Added: of Regulation D thereof.
+Added: Unfunded Capital Commitments
+Added: As of January 11, 2022, PT Intermediate
+Added: Holdings III LLC was fully funded for $2.14 million.
+Added: Additionally, RSC Acquisition Inc.
+Added: was partially funded on January 19, 2022 for $196
+Added: Draws on Credit Facilities
+Added: As of March 11, 2022, the Company
+Added: incrementally drew an additional $14,000,000 on the BoA Credit Facility, and $16,000,000 on the WF Credit Facility.
Distributions
−Removed: On December 31, 2020,
−Removed: the Company declared a distribution of $0.31 per share, or $3,894,469, of which a cash distribution of $1,612,249 was payable
−Removed: on January 19, 2021 and the remainder was paid in common stock through the Company’s dividend reinvestment plan.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: On December 30, 2021, the
+Added: Company declared a distribution of $0.65 per share, or $14,449,980, of which a cash distribution of $5,874,681 was payable on January
+Added: 19, 2022 and the remainder was paid in common stock through the Company’s dividend reinvestment plan.
+Added: CHANGES IN AND DISAGREEMENTS WITH
+Added: ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
+Added: Not Applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.