UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2022
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-56126
Palmer Square Capital BDC Inc.
(Exact name of registrant as specified in its
charter)
Maryland 84-3665200
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
1900 Shawnee Mission Parkway , Suite 315 ,
Mission Woods , KS 66205
(Address of principal executive offices) (Zip Code)
(816) 994-3200
(Registrant’s telephone number, including
area code)
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
None
None
None
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒ Yes ☐
No
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). ☐ Yes ☐
No
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☐
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
No
As of November 10, 2022,
the registrant had 23,062,349 shares of common stock, $0.001 par value per share, outstanding.
Table of Contents
Page
PART I.
FINANCIAL
INFORMATION
1
Item 1.
Consolidated
Financial Statements (Unaudited)
1
Consolidated
Statements of Assets and Liabilities as of September 30, 2022 (Unaudited) and December 31, 2021
1
Consolidated
Statements of Operations for the Three and Nine Months Ended September 30, 2022 and September 30, 2021 (Unaudited)
2
Consolidated
Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2022 and September 30, 2021 (Unaudited)
3
Consolidated
Statements of Cash Flows for the Nine Months Ended September 30, 2022 and September 30, 2021 (Unaudited)
4
Consolidated
Schedules of Investments as of September 30, 2022 (Unaudited) and December 31, 2021
5
Notes to
Consolidated Financial Statements (Unaudited)
31
Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
49
Item 3.
Quantitative
and Qualitative Disclosures About Market Risk
64
Item 4.
Controls
and Procedures
65
PART II.
OTHER
INFORMATION
66
Item 1.
Legal Proceedings
66
Item 1A.
Risk Factors
66
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
66
Item 3.
Defaults
Upon Senior Securities
66
Item 4.
Mine Safety
Disclosures
66
Item 5.
Other Information
66
Item 6.
Exhibits
67
Signatures
68
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Palmer Square Capital BDC Inc.
Consolidated Statements of Assets and Liabilities
(Unaudited)
September 30,
2022
(Unaudited)
December 31,
2021
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $ 1,103,805,969 and $ 1,189,713,653 , respectively)
$ 1,005,512,911
$ 1,194,257,584
Cash and cash equivalents
4,180,777
1,093,503
Receivables:
Receivable for sales of investments
637,657
17,393,877
Receivable for paydowns of investments
3,190,785
227,548
Due from investment adviser
250,013
280,740
Dividend receivable
99,904
833
Interest receivable
5,654,159
3,836,068
Prepaid expenses and other assets
400,695
195,996
Total Assets
$ 1,019,926,901
$ 1,217,286,149
Liabilities:
Credit facilities, net (Note 6)
$ 637,078,714
$ 649,910,497
Payables:
Payable for investments purchased
6,084,500
104,278,958
Distributions payable
-
5,874,681
Management fee payable
2,000,103
2,245,918
Directors fee payable
4,486
5,000
Accrued other general and administrative expenses
850,331
2,173,507
Total Liabilities
$ 646,018,134
$ 764,488,561
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $ 0.001 par value; 450,000,000 shares authorized; 23,373,787 and 22,570,331 as of September 30, 2022 and December 31, 2021, respectively issued and outstanding
$ 23,374
$ 22,570
Additional paid-in capital
459,956,116
444,739,748
Total distributable earnings (accumulated deficit)
( 86,070,723 )
8,035,270
Total Net Assets
$ 373,908,767
$ 452,797,588
Total Liabilities and Net Assets
$ 1,019,926,901
$ 1,217,286,149
Net Asset Value Per Common Share
$ 16.00
$ 20.06
The accompanying notes are an integral part of
these consolidated financial statements.
1
Palmer Square Capital BDC Inc.
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2022
2021
2022
2021
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income
$ 19,718,478
$ 8,722,685
$ 50,266,810
$ 25,917,343
Dividend income
223,816
2,775
278,529
5,412
Other income
31,260
150,489
180,415
497,298
Total investment income from non-controlled, non-affiliated investments
19,973,554
8,875,949
50,725,754
26,420,053
Total Investment Income
19,973,554
8,875,949
50,725,754
26,420,053
Expenses:
Interest expense
7,015,768
1,943,517
14,595,014
5,742,680
Management fees
2,000,103
1,490,796
6,455,899
4,123,665
Professional fees
184,698
172,693
463,115
556,802
Directors fees
18,904
20,164
56,096
59,836
Other general and administrative expenses
551,655
525,211
1,290,075
1,308,659
Total Expenses
9,771,128
4,152,381
22,860,199
11,791,642
Less: Management fee waiver (Note
3)
( 250,013 )
( 186,349 )
( 806,987 )
( 515,458 )
Net expenses
9,521,115
3,966,032
22,053,212
11,276,184
Net Investment Income (Loss)
10,452,439
4,909,917
28,672,542
15,143,869
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments
( 496,697 )
489,555
( 1,353,321 )
4,335,050
Total net realized gains (losses)
( 496,697 )
489,555
( 1,353,321 )
4,335,050
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
( 16,711,415 )
( 673,345 )
( 102,837,812 )
( 4,371,638 )
Total net change in unrealized gains (losses)
( 16,711,415 )
( 673,345 )
( 102,837,812 )
( 4,371,638 )
Total realized and unrealized gains (losses)
( 17,208,112 )
( 183,790 )
( 104,191,133 )
( 36,588 )
Net Increase (Decrease) in Net Assets Resulting from Operations
$ ( 6,755,673 )
$ 4,726,127
$ ( 75,518,591 )
15,107,281
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.45
$ 0.34
$ 1.25
1.13
Basic and diluted net increase (decrease) in net assets resulting from operations
$ ( 0.29 )
$ 0.33
$ ( 3.29 )
1.12
Weighted Average Common Shares Outstanding - Basic and Diluted
23,214,683
14,429,113
22,986,437
13,431,233
The accompanying notes are an integral part of
these consolidated financial statements.
2
Palmer Square Capital BDC Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
For the Three Months Ended
September
30
For the Nine Months Ended
September 30
2022
2021
2022
2021
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$ 10,452,439
$ 4,909,917
$ 28,672,542
$ 15,143,869
Net realized gains (losses) on investments and foreign currency transactions
( 496,697 )
489,555
( 1,353,321 )
4,335,050
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
( 16,711,415 )
( 673,345 )
( 102,837,812 )
( 4,371,638 )
Net Increase (Decrease) in Net Assets Resulting from Operations
( 6,755,673 )
4,726,127
( 75,518,591 )
15,107,281
Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders
( 10,147,434 )
( 3,738,707 )
( 18,587,402 )
( 7,805,916 )
Distributions declared from realized gains
-
-
-
-
Net Decrease in Net Assets Resulting from Stockholder Distributions
( 10,147,434 )
( 3,738,707 )
( 18,587,402 )
( 7,805,916 )
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
-
37,227,700
4,823,801
45,548,774
Reinvestment of distributions
5,378,541
2,287,446
10,393,371
6,932,158
Net Increase in Net Assets Resulting from Capital Share Transactions
5,378,541
39,515,146
15,217,172
52,480,932
Total Increase (Decrease) in Net Assets
( 11,524,566 )
40,502,566
( 78,888,821 )
59,782,297
Net Assets, Beginning of Period
385,433,333
272,424,702
452,797,588
253,144,971
Net Assets, End of Period
$ 373,908,767
$ 312,927,268
$ 373,908,767
$ 312,927,268
The accompanying notes are an integral part of
these consolidated financial statements.
3
Palmer Square Capital BDC Inc.
Consolidated Statement of Cash Flows
(Unaudited)
For the Nine Months Ended
September 30
2022
2021
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$ ( 75,518,591 )
$ 15,107,281
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments
1,353,321
( 4,335,050 )
Net change in unrealized (gains)/losses on investments
102,837,812
4,371,638
Net accretion of discount on investments
( 137,874 )
( 171,257 )
Purchases of short-term investments
( 316,620,789 )
( 329,327,621 )
Purchases of portfolio investments
( 227,650,962 )
( 521,946,955 )
Proceeds from sale of short-term investments
370,814,557
318,059,444
Proceeds from sale of portfolio investments
258,148,610
309,397,462
Amortization of deferred financing cost
739,152
541,068
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments
16,756,220
4,424,866
(Increase)/decrease in interest and dividends receivable
( 1,917,162 )
( 487,143 )
(Increase)/decrease in due from investment adviser
30,727
( 30,996 )
(Increase)/decrease in receivable for paydowns of investments
( 2,963,237 )
( 329,260 )
(Increase)/decrease in prepaid expenses and other assets
( 204,700 )
-
Increase/(decrease) in interest payable on credit facilities
679,066
-
Increase/(decrease) in payable for investments purchased
( 98,194,458 )
140,655,901
Increase/(decrease) in management fees payable
( 245,815 )
247,975
Increase/(decrease) in directors fee payable
( 514 )
3,586
Increase/(decrease) in accrued other general and administrative expenses
( 1,323,178 )
2,498,945
Net cash provided by (used in) operating activities
26,582,185
( 61,320,116 )
Cash Flows from Financing Activities:
Borrowings on the credit facilities
77,750,000
33,017,726
Payments on the credit facilities
( 92,000,000 )
-
Payments of debt issuance costs
( 2,170,127 )
Distributions paid in cash
( 14,068,712 )
( 4,768,228 )
Proceeds from issuance of common shares, net of change in subscriptions
4,823,801
45,548,774
receivable of $ -
Net cash provided by (used in) financing activities
( 23,494,911 )
71,628,145
Net increase/(decrease) in cash and cash equivalents
3,087,274
10,308,029
Cash and cash equivalents, beginning of period
1,093,503
682,579
Cash and cash equivalents, end of period
$ 4,180,777
$ 10,990,608
Supplemental and Non-Cash Information:
Interest paid during the period
$ 13,915,948
$ 4,951,178
Distributions declared during the period
$ 18,587,402
$ 7,805,916
Reinvestment of distributions during the period
$ 10,393,371
$ 6,932,158
The accompanying notes are an integral part of
these consolidated financial statements.
4
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Debt Investments
First Lien Senior Secured(2)
AAdvantage Loyalty IP Ltd. (4)(7)
Airlines
7.46 % (L + 4.75 %)
4/20/2028
$ 3,750,000
$ 3,716,262
$ 3,643,125
1.1 %
Accelerated Health Systems, LLC (7)
Healthcare Providers and Services
7.95 % (S + CSA + 4.25 %)
2/2/2029
7,206,938
7,174,785
6,490,748
1.8 %
Acrisure, LLC (7)
Insurance
6.62 % (L + 3.50 %)
2/12/2027
5,857,368
5,844,446
5,371,675
1.5 %
Acrisure, LLC (7)
Insurance
7.37 % (L + 4.25 %)
2/15/2027
5,012,125
4,980,123
4,723,928
1.4 %
AHP Health Partners, Inc. (7)
Healthcare Equipment and Supplies
6.62 % (L + 3.50 %)
8/4/2028
2,970,000
2,957,441
2,839,142
0.9 %
AI Aqua Merger Sub, Inc., (7)(8)
Food Products
6.35 % (S + 3.75 %)
6/16/2028
7,680,750
7,684,391
7,155,118
2.0 %
Aimbridge Acquisition Co., Inc. (7)
Hotels, Restaurants and Leisure
6.87 % (L + 3.75 %)
2/2/2026
4,948,980
4,855,132
4,386,033
1.2 %
Air Methods Corporation (7)
Aerospace and Defense
7.17 % (L + 3.50 %)
4/12/2024
4,934,896
4,893,682
3,970,543
1.1 %
Alliant Holdings Intermediate LLC (7)
Insurance
6.49 % (L + 3.50 %)
11/5/2027
5,940,000
5,934,346
5,643,000
1.5 %
Allied Universal Holdco LLC (7)
Professional Services
6.87 % (L + 3.75 %)
4/7/2028
6,930,000
6,924,911
6,111,394
1.6 %
Alterra Mountain Company (7)
Hotels, Restaurants and Leisure
6.62 % (L + 3.50 %)
8/31/2028
1,977,283
1,965,645
1,921,672
0.5 %
Amentum Government Services Holdings LLC (7)
Aerospace and Defense
7.39 % (S + 4.00 %)
2/15/2029
5,985,000
5,958,296
5,730,638
1.5 %
American Rock Salt Company LLC (7)
Metals and Mining
7.12 % (L + 4.00 %)
6/9/2028
5,929,962
5,921,419
5,507,453
1.5 %
Amynta Agency Borrower, Inc. (7)
Insurance
7.62 % (L + 4.50 %)
2/28/2025
8,860,160
8,739,626
8,624,835
2.3 %
AP Gaming I, LLC (4)(7)
Hotels, Restaurants and Leisure
7.13 % (S + CSA + 4.00 %)
2/15/2029
7,711,250
7,633,732
7,422,078
2.0 %
Aptean Inc (7)(8)
Software
7.32 % (L + 4.25 %)
4/23/2026
7,825,034
7,826,730
7,502,291
2.0 %
5
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
AQA Acquisition Holding, Inc. (7)
Software
7.32 % (L + 4.25 %)
11/19/2027
4,952,424
4,949,286
4,735,755
1.3 %
ARC Falcon I Inc. (7)
Chemicals
6.87 % (L + 3.75 %)
8/31/2028
4,330,334
4,308,667
3,961,936
1.1 %
Aruba Investments Holdings, LLC (7)
Chemicals
7.08 % (L + 4.00 %)
10/28/2027
2,470,056
2,442,456
2,283,258
0.6 %
Ascend Learning, LLC (7)
Professional Services
6.62 % (L + 3.50 %)
11/18/2028
7,443,750
7,410,199
6,892,913
1.8 %
AssuredPartners, Inc. (7)
Insurance
6.62 % (L + 3.50 %)
2/12/2027
4,427,681
4,432,724
4,202,158
1.1 %
AssuredPartners, Inc. (7)
Insurance
6.53 % (S + 3.50 %)
2/12/2027
1,990,000
1,978,420
1,888,639
0.5 %
Autokiniton US Holdings, Inc. (7)(8)
Auto Components
7.18 % (L + 4.50 %)
3/27/2028
8,154,919
8,163,294
7,533,106
2.0 %
Avaya Inc. (4)(7)
Diversified Telecommunication Services
6.82 % (L + 4.00 %)
12/15/2027
1,600,000
1,600,000
862,000
0.2 %
Avaya, Inc. (4)(7)
Diversified Telecommunication Services
7.07 % (L + 4.25 %)
12/15/2027
4,939,059
4,814,490
2,699,492
0.7 %
Aveanna Healthcare LLC
(4)(5)(7)
Healthcare Providers and Services
6.80 % (L + 3.75 %)
6/30/2028
4,822,510
4,786,952
3,897,191
1.0 %
Aveanna Healthcare LLC DDTL (4)(5)(7)(10)
Healthcare Providers and Services
6.80 % (L + 3.75 %)
6/30/2028
339,003
330,621
121,802
0.0 %
Barracuda Networks, Inc. (7)
Software
7.53 % (S + 4.50 %)
4/13/2029
7,500,000
7,279,461
7,078,125
1.9 %
BBB Industries (8)
Auto Components
8.41 % (S + CSA + 5.25 %)
6/29/2029
4,000,000
3,606,411
3,702,500
1.0 %
BCP Renaissance Parent LLC (7)
Oil, Gas and Consumable Fuels
7.05 % (S + 3.50 %)
10/30/2026
7,589,274
7,573,897
7,300,616
2.0 %
Castle US Holding Corporation (8)
Professional Services
6.87 % (L + 3.75 %)
1/27/2027
1,978,947
1,970,430
1,605,421
0.4 %
Castle US Holding Corporation (7)(8)
Professional Services
7.12 % (L + 4.00 %)
1/31/2027
6,049,996
5,992,008
4,945,872
1.3 %
CCI Buyer, Inc. (7)(8)
Wireless Telecommunication Services
7.55 % (S + 4.00 %)
12/17/2027
6,812,571
6,805,744
6,439,583
1.7 %
CCS-CMGC Holdings, Inc. (7)
Healthcare Providers and Services
8.62 % (L + 5.50 %)
10/1/2025
5,369,658
5,314,528
4,988,198
1.3 %
CDK Global (7)
Software
6.61 % (S + 4.50 %)
7/6/2029
4,000,000
3,883,009
3,862,740
1.0 %
6
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
CHG Healthcare Services, Inc (7)
Healthcare Providers and Services
6.37 % (L + 3.25 %)
9/22/2028
7,920,000
7,885,492
7,625,455
2.0 %
Congruex Group LLC (8)
Construction and Engineering
8.48 % (S + CSA + 5.75 %)
4/28/2029
6,234,375
6,085,276
6,078,516
1.6 %
Connectwise LLC (7)
IT Services
7.17 % (L + 3.50 %)
9/29/2028
7,940,000
7,927,873
7,443,750
2.0 %
Consolidated Communications, Inc. (4)(7)
Diversified Telecommunication Services
6.63 % (L + 3.50 %)
10/2/2027
1,428,009
1,411,969
1,242,368
0.3 %
ConvergeOne Holdings Corp. (7)(8)
IT Services
8.12 % (L + 5.00 %)
3/31/2026
9,864,658
9,694,127
7,117,992
1.9 %
Corelogic, Inc. (7)
Internet Software and Services
6.63 % (L + 3.50 %)
4/14/2028
7,920,000
7,913,816
5,999,400
1.6 %
CP Atlas Buyer, Inc (7)
Building Products
6.62 % (L + 3.50 %)
11/23/2027
6,911,593
6,813,636
6,054,555
1.6 %
Creation Technologies, Inc. (4)(8)
Electronic Equipment, Instruments and Components
7.79 % (L + 5.50 %)
9/14/2028
4,987,500
4,921,359
4,164,563
1.1 %
Curia Global, Inc. (7)
Healthcare Providers and Services
6.56 % (L + 3.75 %)
8/30/2026
4,862,366
4,847,151
4,532,114
1.2 %
DCert Buyer, Inc. (7)
IT Services
6.90 % (S + 4.00 %)
10/16/2026
7,855,595
7,855,182
7,516,271
2.0 %
Deerfield Dakota Holding, LLC (7)
Diversified Financial Services
6.78 % (S + 3.75 %)
2/25/2027
4,887,500
4,833,803
4,622,768
1.2 %
Delta Topco, Inc. (7)
IT Services
5.84 % (L + 3.75 %)
10/29/2027
6,919,925
6,914,928
6,297,132
1.7 %
Digi International Inc. (4)(8)
Technology Hardware, Storage and Peripherals
6.85 % (L + 5.00 %)
12/22/2028
4,464,286
4,382,552
4,363,839
1.2 %
DIRECTV Financing, LLC (7)
Media
8.12 % (L + 5.00 %)
8/2/2027
5,460,000
5,420,690
5,099,995
1.4 %
Dotdash Meredith, Inc. (7)
Media
6.61 % (S + CSA + 4.00 %)
11/23/2028
9,925,000
9,880,836
8,907,688
2.4 %
EAB Global, Inc. (7)
Professional Services
6.31 % (L + 3.50 %)
6/28/2028
1,796,437
1,788,569
1,687,690
0.5 %
ECI Software Solutions, Inc. (7)
Software
7.42 % (L + 3.75 %)
9/30/2027
6,882,437
6,858,603
6,538,350
1.7 %
ECL Entertainment, LLC (8)
Hotels, Restaurants and Leisure
10.62 % (L + 7.50 %)
3/31/2028
1,975,000
2,013,526
1,960,188
0.5 %
EFS Cogen Holdings I, LLC (7)(8)
Independent Power and Renewable Electricity Producers
6.83 % (L + 3.50 %)
10/29/2027
7,680,240
7,687,663
7,409,857
2.0 %
Endurance International Group, Inc., The (7)
Professional Services
6.18 % (L + 3.50 %)
2/10/2028
4,698,068
4,630,130
3,993,358
1.1 %
7
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Ensemble RCM, LLC (7)
Healthcare Technology
6.56 % (L + 3.75 %)
7/24/2026
5,704,175
5,629,145
5,579,425
1.5 %
Epicor Software Corporation (7)
Software
6.37 % (L + 3.25 %)
7/30/2027
935,228
921,522
878,970
0.2 %
Fertitta Entertainment, LLC (7)
Hotels, Restaurants and Leisure
7.03 % (S + 4.00 %)
1/29/2029
7,462,500
7,432,853
6,944,006
1.9 %
Filtration Group Corporation (7)
Industrial Conglomerates
6.62 % (L + 3.50 %)
10/20/2028
3,960,000
3,951,572
3,770,237
1.0 %
Flexera Software LLC (7)(8)
Software
6.39 % (L + 3.75 %)
1/26/2028
8,859,891
8,839,536
8,485,693
2.3 %
Getty Images, Inc. (7)(8)
Media
7.63 % (L + 4.50 %)
2/13/2026
6,888,339
6,890,044
6,851,417
1.8 %
Global Medical Response, Inc. (7)
Healthcare Providers and Services
6.81 % (L + 4.25 %)
9/24/2025
9,119,042
9,073,570
7,951,804
2.1 %
Grab Holdings Inc (4)(7)
IT Services
7.62 % (L + 4.50 %)
2/27/2026
4,924,988
4,967,367
4,638,747
1.2 %
Great Outdoors Group, LLC (7)
Specialty Retail
6.87 % (L + 3.75 %)
3/6/2028
7,025,411
6,996,409
6,516,069
1.7 %
Grinding Media Inc. (8)
Metals and Mining
7.51 % (L + 4.00 %)
9/21/2028
4,950,000
4,928,116
4,430,249
1.2 %
HAH Group Holding Company LLC (7)
Healthcare Providers and Services
8.71 % (S + CSA + 5.00 %)
10/22/2027
375,789
371,473
358,877
0.1 %
HAH Group Holding Company LLC (7)
Healthcare Providers and Services
8.71 % (S + CSA + 5.00 %)
10/20/2027
2,969,865
2,935,695
2,836,221
0.8 %
Hamilton Projects Acquiror, LLC (7)(8)
Independent Power and Renewable Electricity Producers
8.17 % (L + 4.50 %)
6/11/2027
8,721,780
8,679,737
8,590,953
2.3 %
Help/Systems Holdings, Inc. (7)
Software
7.13 % (S + CSA + 4.00 %)
11/19/2026
6,866,914
6,828,434
6,331,294
1.7 %
8
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Hyland Software, Inc. (7)
Software
6.62 % (L + 3.50 %)
7/1/2024
4,918,157
4,917,534
4,775,235
1.3 %
Hyperion Refinance S.a.r.l. (4)(7)
Insurance
6.38 % (L + 3.25 %)
11/12/2027
6,115,744
6,064,347
5,843,410
1.6 %
Idera, Inc. (7)
IT Services
6.32 % (L + 3.75 %)
6/28/2028
9,824,384
9,783,697
9,153,034
2.4 %
IMA Financial Group, Inc. (8)
Insurance
6.62 % (L + 3.50 %)
10/16/2028
4,962,500
4,940,481
4,745,390
1.3 %
Infinite Bidco LLC (7)
Electronic Equipment, Instruments and Components
6.92 % (L + 3.25 %)
3/2/2028
6,426,193
6,378,513
6,112,917
1.6 %
Inmar, Inc. (7)(8)
Professional Services
7.12 % (L + 4.00 %)
5/1/2024
7,863,165
7,840,731
7,457,740
2.0 %
Ivanti Software, Inc. (7)
Software
7.14 % (L + 4.00 %)
12/1/2027
985,000
982,974
771,748
0.2 %
Ivanti Software, Inc. (7)
Software
7.33 % (L + 4.25 %)
12/1/2027
6,940,125
6,892,154
5,440,052
1.5 %
Jack Ohio Finance LLC (8)
Hotels, Restaurants and Leisure
7.87 % (L + 4.75 %)
10/31/2028
4,961,948
4,964,500
4,850,304
1.3 %
Jazz Acquisition, Inc (7)
Aerospace and Defense
7.38 % (S + CSA + 4.25 %)
6/19/2026
2,984,615
2,909,781
2,849,271
0.8 %
Kestrel Acquisition, LLC (7)
Independent Power and Renewable Electricity Producers
7.37 % (L + 4.25 %)
5/2/2025
6,849,983
6,304,715
6,427,236
1.7 %
Kleopatra Finco S.a.r.l (4)(7)
Containers and Packaging
8.26 % (S + CSA + 4.75 %)
2/4/2026
1,970,000
1,963,715
1,689,275
0.5 %
LBM Acquisition LLC (5)(7)(8)
Building Products
7.12 % (L + 3.75 %)
12/31/2027
7,410,696
7,335,606
6,504,739
1.7 %
Life Time, Inc. (4)(7)
Hotels, Restaurants and Leisure
7.82 % (L + 4.75 %)
12/10/2024
7,582,556
7,573,427
7,509,119
2.0 %
9
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Lifescan Global Corporation (7)
Healthcare Equipment and Supplies
8.29 % (L + 6.00 %)
10/1/2024
6,296,322
6,267,760
5,123,632
1.4 %
Lightstone Holdco LLC (7)
Independent Power and Renewable Electricity Producers
8.78 % (S + 5.75 %)
2/1/2027
4,819,741
4,324,333
4,426,426
1.2 %
Lightstone Holdco LLC (7)
Independent Power and Renewable Electricity Producers
8.78 % (S + 5.75 %)
2/1/2027
272,600
244,572
250,354
0.1 %
LogMeIn, Inc. (7)
IT Services
7.80 % (L + 4.75 %)
8/31/2027
9,869,609
9,764,156
6,898,265
1.8 %
LSF9 Atlantis Holdings, LLC (7)
Specialty Retail
10.80 % (S + 7.25 %)
3/29/2029
7,000,000
6,731,963
6,667,500
1.8 %
Magenta Buyer LLC (7)
Software
7.87 % (L + 4.75 %)
5/3/2028
5,458,750
5,415,242
4,945,628
1.3 %
Medical Solutions L.L.C. (8)
Healthcare Providers and Services
6.38 % (L + 3.50 %)
10/6/2028
4,288,751
4,267,204
4,062,218
1.1 %
MetroNet Systems Holdings, LLC (7)(8)
Diversified Telecommunication Services
6.61 % (S + CSA + 3.75 %)
5/26/2028
6,922,806
6,882,683
6,529,071
1.7 %
Michael Baker International, LLC (8)
Construction and Engineering
8.12 % (L + 5.00 %)
11/2/2028
6,203,125
6,146,917
6,063,555
1.6 %
Micro Holding Corp. (7)
IT Services
6.87 % (L + 3.75 %)
9/13/2024
9,886,411
9,845,116
9,446,465
2.5 %
Midwest Veterinary Partners, LLC (7)
Healthcare Providers and Services
7.12 % (L + 4.00 %)
4/27/2028
8,905,025
8,824,987
8,103,573
2.2 %
Milano Acquisition Corporation (7)
Healthcare Providers and Services
7.67 % (L + 4.00 %)
10/1/2027
6,901,042
6,837,587
6,593,946
1.8 %
Minotaur Acquisition, Inc. (7)(8)
Diversified Financial Services
8.13 % (S + CSA + 5.00 %)
3/27/2026
11,975,129
11,958,534
11,338,648
3.0 %
Mitchell International, Inc. (7)
Professional Services
6.73 % (L + 3.75 %)
10/16/2028
9,950,000
9,884,533
9,044,550
2.4 %
10
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Mitnick Corporate Purchaser, Inc (7)
Software
7.39 % (S + CSA + 4.75 %)
4/20/2029
8,800,000
8,757,631
8,327,000
2.2 %
MLN US HoldCo LLC (7)
Diversified Telecommunication Services
8.25 % (L + 4.50 %)
12/31/2025
4,056,188
3,994,171
2,554,405
0.7 %
Moneygram International, Inc. (4)(7)
Diversified Consumer Services
7.62 % (L + 4.50 %)
7/21/2026
9,921,875
9,902,058
9,744,075
2.6 %
NAPA Management Services Corporation (7)
Healthcare Providers and Services
8.43 % (S + CSA + 5.25 %)
2/23/2029
7,960,000
7,891,331
7,183,900
1.9 %
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
7.18 % (L + 3.75 %)
2/18/2028
9,157,407
9,134,173
6,599,056
1.8 %
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
7.43 % (L + 3.75 %)
2/18/2028
291,993
291,231
210,418
0.1 %
Navicure, Inc. (7)
Healthcare Technology
7.12 % (L + 4.00 %)
10/22/2026
4,637,706
4,639,593
4,457,995
1.2 %
NorthStar Group Services, Inc. (7)(8)
Commercial Services and Supplies
8.62 % (L + 5.50 %)
11/9/2026
8,706,775
8,677,233
8,521,800
2.3 %
NSM Top Holdings Corp. (7)
Healthcare Equipment and Supplies
8.38 % (S + CSA + 5.25 %)
11/12/2026
4,949,109
4,928,611
4,503,690
1.2 %
OneDigital Borrower LLC (7)
Insurance
6.98 % (S + CSA + 4.25 %)
11/16/2027
9,896,155
9,792,490
9,252,905
2.5 %
Orchid Merger Sub II, LLC (4)(7)
Software
7.58 % (S + CSA + 4.75 %)
5/12/2027
4,387,500
4,172,981
4,190,063
1.1 %
Pactiv Evergreen Group Holdings Inc. (4)(7)
Containers and Packaging
6.62 % (L + 3.50 %)
9/22/2028
2,970,000
2,957,145
2,855,373
0.8 %
Padagis, LLC (7)
Pharmaceuticals
7.04 % (L + 4.75 %)
7/31/2028
6,588,235
6,553,956
5,764,706
1.5 %
11
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
PECF USS Intermediate Holding III Corporation (8)
Professional Services
7.37 % (L + 4.25 %)
11/6/2028
4,962,500
4,952,988
4,251,200
1.1 %
Pegasus Bidco BV (4)(7)
Food Products
6.96 % (S + 4.25 %)
12/13/2024
5,000,000
4,953,549
4,791,650
1.3 %
Peraton Corp. (7)(8)
Aerospace and Defense
6.87 % (L + 3.75 %)
2/1/2028
10,672,281
10,643,610
10,142,669
2.7 %
PetVet Care Centers, LLC (7)
Healthcare Providers and Services
6.62 % (L + 3.50 %)
2/14/2025
6,884,941
6,874,353
6,394,389
1.7 %
Pluto Acquisition I, Inc (7)
Healthcare Providers and Services
6.08 % (L + 4.00 %)
6/22/2026
5,985,292
5,987,051
5,252,094
1.4 %
PMHC II Inc. (7)
Chemicals
6.98 % (S + CSA + 4.25 %)
2/2/2029
6,605,000
6,548,080
5,360,387
1.4 %
PQ Performance Chemicals (7)
Chemicals
5.80 % (L + 3.25 %)
4/28/2028
4,962,500
4,960,247
4,725,242
1.3 %
Prairie ECI Acquiror LP (7)
Oil, Gas and Consumable Fuels
7.87 % (L + 4.75 %)
3/11/2026
7,182,326
7,002,874
6,741,654
1.8 %
Pretium PKG Holdings, Inc. (7)(8)
Containers and Packaging
7.17 % (L + 4.00 %)
9/22/2028
5,955,000
5,905,000
5,368,433
1.4 %
Project Alpha Intermediate Holding, Inc. (7)
Software
7.12 % (L + 4.00 %)
4/26/2024
5,872,041
5,858,651
5,669,279
1.5 %
Project Boost Purchaser, LLC (7)
Professional Services
6.62 % (L + 3.50 %)
6/1/2026
5,925,000
5,914,082
5,625,047
1.5 %
Proofpoint, Inc. (7)
IT Services
6.32 % (L + 3.25 %)
6/9/2028
4,962,500
4,941,472
4,672,318
1.2 %
PS Holdco, LLC (8)
Road and Rail
7.37 % (L + 4.25 %)
10/31/2028
5,447,487
5,424,634
5,074,661
1.4 %
PT Intermediate Holdings III LLC (8)
Machinery
9.17 % (L + 5.50 %)
10/15/2025
2,302,600
2,293,445
2,233,522
0.6 %
PT Intermediate Holdings III LLC (8)
Machinery
9.17 % (L + 5.50 %)
11/1/2028
497,500
492,793
482,575
0.1 %
PT Intermediate Holdings III LLC (8)
Machinery
9.17 % (L + 5.50 %)
11/1/2028
1,524,600
1,511,351
1,478,862
0.4 %
12
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
PT Intermediate Spider DD T/L (Parts Town) (8)
Machinery
9.17 % (L + 5.50 %)
11/1/2028
2,123,950
2,123,950
2,060,232
0.6 %
Quest Software US Holdings Inc. (7)
Software
6.98 % (S + CSA + 4.25 %)
1/19/2029
9,500,000
9,407,320
7,077,500
1.9 %
Radiology Partners, Inc. (7)
Healthcare Providers and Services
7.33 % (L + 4.25 %)
7/9/2025
6,000,000
5,993,434
5,082,000
1.4 %
RC Buyer, Inc. (7)
Auto Components
7.17 % (L + 3.50 %)
7/28/2028
2,073,750
2,069,324
1,955,370
0.5 %
RealPage, Inc. (7)
Real Estate Management and Development
6.12 % (L + 3.00 %)
2/18/2028
6,930,000
6,920,335
6,510,354
1.7 %
Red Planet Borrower, LLC (7)
Internet Software and Services
6.87 % (L + 3.75 %)
10/2/2028
7,920,000
7,885,855
5,270,086
1.4 %
Redstone Holdco 2 LP (7)(8)
IT Services
7.53 % (L + 4.75 %)
4/14/2028
7,920,000
7,870,864
5,916,240
1.6 %
Renaissance Holdings Corp. (7)
Software
7.10 % (S + 4.50 %)
3/17/2027
4,987,500
4,849,544
4,796,304
1.3 %
Rocket Software, Inc. (7)
Software
7.37 % (L + 4.25 %)
11/28/2025
4,944,925
4,923,422
4,756,424
1.3 %
Rodan & Fields, LLC (7)
Textiles, Apparel and Luxury Goods
6.82 % (L + 4.00 %)
6/16/2025
1,718,590
1,552,171
795,767
0.2 %
Rohm Holding GMBH (4)(7)(8)
Chemicals
8.12 % (L + 4.75 %)
7/31/2026
8,868,038
8,852,755
7,083,346
1.9 %
RSC Acquisition, Inc. (8)
Insurance
9.20 % (S + CSA + 5.50 %)
9/30/2026
6,208,387
6,161,349
6,037,656
1.6 %
Runner Buyer Inc. (8)
Household Durables
8.57 % (L + 5.50 %)
10/20/2028
4,975,000
4,930,691
3,399,592
0.9 %
Sabert Corporation (8)
Containers and Packaging
7.63 % (L + 4.50 %)
11/26/2026
2,330,403
2,339,723
2,237,187
0.6 %
Severin Acquisition, LLC (7)
Diversified Consumer Services
6.03 % (S + 3.00 %)
8/31/2025
3,692
3,594
3,594
0.0 %
Shearer’s Foods, LLC (7)
Food Products
6.62 % (L + 3.50 %)
9/23/2027
1,678,325
1,669,187
1,563,687
0.4 %
Sophia, L.P. (7)
Software
7.03 % (S + 4.00 %)
10/7/2027
1,995,000
1,976,192
1,932,656
0.5 %
Sovos Compliance, LLC (8)
Software
7.62 % (L + 4.50 %)
7/28/2028
3,972,945
3,965,386
3,798,136
1.0 %
Specialty Building Products Holdings, LLC (7)(8)
Building Products
6.30 % (L + 3.25 %)
10/5/2028
9,950,000
9,934,234
9,001,665
2.4 %
13
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Summer BC Holdco B LLC (4)(8)
Media
8.17 % (L + 4.50 %)
12/4/2026
4,950,000
4,954,770
4,677,750
1.3 %
Surgery Center Holdings, Inc. (4)(7)
Healthcare Providers and Services
6.51 % (L + 3.75 %)
9/3/2026
4,678,750
4,660,446
4,451,550
1.2 %
Tecta America Corp. (7)(8)
Construction and Engineering
7.37 % (L + 4.25 %)
4/6/2028
8,606,881
8,590,145
8,214,192
2.2 %
The Edelman Financial Center, LLC (7)
Diversified Financial Services
6.62 % (L + 3.50 %)
4/7/2028
7,879,867
7,800,462
7,252,788
1.9 %
Thryv, Inc. (4)(7)
Professional Services
11.62 % (L + 8.50 %)
2/18/2026
5,107,091
5,119,433
4,966,646
1.3 %
Tidal Power Holdings, LLC (4)(7)
Independent Power and Renewable Electricity Producers
7.40 % (L + 3.75 %)
4/1/2027
988,585
987,489
977,879
0.3 %
Tiger Acquisition, LLC (5)(7)
Industrial Conglomerates
6.37 % (L + 3.25 %)
5/19/2028
3,970,000
3,907,881
3,691,167
1.0 %
Titan US Finco, LLC (4)(8)
Media
7.67 % (L + 4.00 %)
10/6/2028
5,970,000
5,957,095
5,661,530
1.5 %
Tosca Services, LLC (7)
Containers and Packaging
6.65 % (S + CSA + 3.50 %)
8/18/2027
6,917,197
6,862,856
6,135,554
1.6 %
Traverse Midstream Partners LLC (7)
Oil, Gas and Consumable Fuels
5.25 % (S + CSA + 4.25 %)
9/27/2024
3,306,821
3,295,506
3,239,660
0.9 %
Truck Hero, Inc. (7)
Auto Components
6.62 % (L + 3.50 %)
1/20/2028
6,998,437
6,990,446
6,140,638
1.6 %
U.S. Renal Care, Inc. (7)(8)
Healthcare Providers and Services
8.12 % (L + 5.00 %)
6/26/2026
8,843,440
8,712,480
6,426,660
1.7 %
U.S. Renal Care, Inc. (7)
Healthcare Providers and Services
8.62 % (L + 5.50 %)
6/26/2026
495,000
489,266
359,724
0.1 %
U.S. Silica Company (4)(7)
Metals and Mining
7.13 % (L + 4.00 %)
4/25/2025
7,880,361
7,735,351
7,594,698
2.0 %
UKG Inc. (7)
Software
6.87 % (L + 3.75 %)
4/8/2026
4,377,162
4,362,896
4,185,661
1.1 %
United Airlines, Inc. (4)(7)
Airlines
6.53 % (L + 3.75 %)
4/21/2028
7,907,193
7,967,399
7,580,467
2.0 %
14
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
US Radiology Specialists, Inc. (7)
Healthcare Providers and Services
8.92 % (L + 5.25 %)
12/10/2027
8,902,725
8,806,096
7,878,911
2.1 %
VeriFone Systems, Inc. (7)
Commercial Services and Supplies
7.00 % (L + 4.00 %)
8/20/2025
2,953,964
2,921,866
2,663,191
0.7 %
Verscend Holding Corp. (7)
Healthcare Technology
7.12 % (L + 4.00 %)
8/27/2025
6,079,376
6,066,370
5,912,193
1.6 %
Vision Solutions, Inc. (7)
IT Services
6.78 % (L + 4.00 %)
4/24/2028
9,900,000
9,873,165
8,745,017
2.3 %
WaterBridge Midstream Operating, LLC (7)
Energy Equipment and Services
9.13 % (L + 5.75 %)
6/22/2026
3,969,309
3,870,313
3,841,121
1.0 %
Watlow Electric Manufacturing Company (7)
Electrical Equipment
6.87 % (L + 3.75 %)
3/2/2028
3,290,260
3,267,847
3,138,085
0.8 %
Whatabrands LLC (7)
Hotels, Restaurants and Leisure
6.37 % (L + 3.25 %)
7/21/2028
2,382,000
2,371,755
2,210,794
0.6 %
White Cap Buyer LLC (7)(8)
Building Products
6.78 % (S + 3.75 %)
10/8/2027
6,907,637
6,897,995
6,478,362
1.7 %
Wilsonart LLC (7)(8)
Building Products
6.93 % (L + 3.25 %)
12/18/2026
9,874,437
9,829,517
9,041,331
2.4 %
Zelis Cost Management Buyer, Inc. (7)
Healthcare Technology
6.06 % (L + 3.50 %)
9/30/2026
4,756,405
4,750,274
4,595,877
1.2 %
Total First Lien Senior Secured
969,269,130
$ 961,549,213
$ 880,256,700
235.4 %
Second Lien Senior Secured(2)
American Rock Salt Company LLC
Metals and Mining
10.37 % (L + 7.25 %)
6/4/2029
2,750,000
2,775,350
2,640,000
0.7 %
ARC Falcon I Inc. (7)
Chemicals
10.12 % (L + 7.00 %)
9/24/2029
2,000,000
1,982,091
1,895,000
0.5 %
Artera Services, LLC (7)
Construction and Engineering
10.92 % (L + 7.25 %)
3/6/2026
7,810,000
7,479,380
4,639,140
1.2 %
Aruba Investments, Inc. (7)
Chemicals
10.83 % (L + 7.75 %)
10/27/2028
2,350,000
2,317,832
2,150,250
0.6 %
Asurion, LLC (7)
Insurance
8.37 % (L + 5.25 %)
1/19/2029
6,000,000
5,964,303
4,620,000
1.2 %
Barracuda Networks, Inc.
Software
9.85 % (S + 7.00 %)
5/17/2030
3,000,000
2,911,350
2,895,000
0.8 %
DCert Buyer, Inc. (7)
IT Services
9.90 % (L + 7.00 %)
2/19/2029
1,500,000
1,497,564
1,406,250
0.4 %
15
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Delta Topco, Inc.
IT Services
9.34 % (L + 7.25 %)
10/6/2028
3,435,617
3,471,314
3,051,979
0.8 %
Energy Acquisition LP
Electrical Equipment
11.62 % (L + 8.50 %)
6/25/2026
2,812,400
2,721,885
2,306,168
0.6 %
Epicor Software Corporation (7)
Software
10.87 % (L + 7.75 %)
7/31/2028
3,000,000
3,040,800
2,943,000
0.8 %
Help/Systems Holdings, Inc.
Software
9.88 % (S + CSA + 6.75 %)
11/19/2027
3,656,217
3,663,967
3,345,438
0.9 %
Idera, Inc.
IT Services
9.32 % (L + 6.75 %)
2/5/2029
5,000,000
5,029,381
4,550,000
1.2 %
Infinite Bidco LLC (7)
Electronic Equipment, Instruments and Components
10.67 % (L + 7.00 %)
2/24/2029
2,729,999
2,725,489
2,586,674
0.7 %
Inmar, Inc. (7)
Professional Services
11.12 % (L + 8.00 %)
5/1/2025
5,000,000
5,006,062
4,825,000
1.3 %
Ivanti Software, Inc.
Software
10.33 % (L + 7.25 %)
12/1/2028
3,000,000
3,011,695
2,254,995
0.6 %
Magenta Buyer LLC
Software
11.37 % (L + 8.25 %)
5/3/2029
5,000,000
4,991,498
4,616,650
1.2 %
Outcomes Group Holdings, Inc.
Healthcare Providers and Services
9.37 % (S + CSA + 7.50 %)
10/26/2026
1,500,000
1,478,655
1,440,000
0.4 %
Peraton Corp.
Aerospace and Defense
10.57 % (L + 7.75 %)
2/26/2029
2,912,425
2,971,890
2,770,459
0.7 %
Pretium PKG Holdings, Inc. (7)
Containers and Packaging
10.49 % (L + 6.75 %)
9/21/2029
2,000,000
1,982,084
1,710,000
0.5 %
Quest Software US Holdings Inc.
Software
10.23 % (S + CSA + 7.50 %)
1/18/2030
3,000,000
2,958,479
1,809,375
0.5 %
Vision Solutions, Inc.
IT Services
10.03 % (L + 7.25 %)
4/23/2029
3,500,000
3,507,648
2,956,415
0.8 %
Total Second Lien Senior Secured
71,956,658
71,488,717
61,411,793
16.4 %
Corporate Bonds
KOBE US Midco 2 Inc
Chemicals
9.25 %
11/1/2026
1,900,000
1,883,686
1,501,000
0.4 %
Total Corporate Bonds
1,900,000
1,883,686
1,501,000
0.4 %
Total Debt Investments
1,043,125,788
$ 1,034,921,616
$ 943,169,493
252.2 %
16
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company(3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
CLO Mezzanine(2)
522 Funding CLO 2020-6, Ltd. (4)
Structured Note
10.82 % (L + 8.04 %)
10/23/2034
2,800,000
2,722,361
2,257,755
0.6 %
Barings CLO Ltd (4)
Structured Note
9.46 % (L + 6.75 %)
1/20/2028
2,000,000
1,931,866
1,746,470
0.5 %
Carlyle US CLO 2020-2, Ltd (4)
Structured Note
11.31 % (L + 8.53 %)
1/25/2035
4,000,000
3,887,408
3,317,486
0.9 %
Elmwood CLO III Ltd. (4)
Structured Note
10.45 % (L + 7.74 %)
10/20/2034
2,000,000
1,925,642
1,614,558
0.4 %
GoldenTree Loan Management US 2020-7A (4)
Structured Note
10.46 % (L + 7.75 %)
4/20/2034
2,000,000
1,893,013
1,577,764
0.4 %
GoldenTree Loan Management US 2021-10A (4)
Structured Note
10.50 % (L + 7.79 %)
7/20/2034
1,250,000
1,215,866
1,015,505
0.3 %
GoldenTree Loan Management US 2021-9A (4)
Structured Note
9.46 % (L + 6.75 %)
1/20/2033
2,000,000
1,894,192
1,565,422
0.4 %
Magnetite CLO, Ltd. 2015-16A (4)
Structured Note
9.24 % (L + 6.50 %)
1/18/2028
1,000,000
834,235
865,828
0.2 %
Thayer Park CLO, Ltd. (4)
Structured Note
11.58 % (L + 8.87 %)
4/20/2034
1,300,000
1,261,667
1,082,463
0.3 %
Total CLO Mezzanine
18,350,000
17,566,250
15,043,251
4.0 %
CLO Equity
Ares CLO Ltd 2021-62A (4)
Structured Subordinated Note
NA
1/25/2034
5,000,000
4,228,782
3,846,042
1.1 %
Babson CLO 2018-4A, Ltd. (4)
Structured Subordinated Note
NA
10/15/2030
4,000,000
1,856,928
1,783,055
0.5 %
Dryden 86 CLO, Ltd. (4)
Structured Subordinated Note
NA
7/17/2030
6,000,000
4,395,442
3,693,348
1.0 %
HPS Loan Management 12-2018, Ltd. (4)
Structured Subordinated Note
NA
7/18/2031
7,500,000
4,290,326
3,893,123
1.0 %
Long Point Park CLO, Ltd. (4)
Structured Subordinated Note
NA
1/17/2030
6,358,000
3,885,110
2,994,394
0.8 %
Signal Peak CLO, LLC (4)
Structured Subordinated Note
NA
10/26/2034
5,000,000
2,437,836
2,023,400
0.5 %
Regatta XII Funding Ltd. (4)
Structured Subordinated Note
NA
10/15/2032
6,000,000
4,430,480
3,600,000
1.0 %
Stratus CLO Series 2021-1A (4)
Structured Subordinated Note
NA
12/29/2029
2,000,000
1,559,868
1,186,274
0.3 %
Total CLO Equity
41,858,000
27,084,772
23,019,636
6.2 %
17
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2022
(Unaudited)
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Equity Investments
Custom Truck One Source Inc (4)(5)
Commercial Services and Supplies
NA
NA
56,867
284,335
331,535
0.1 %
Total Equity Investments
56,867
284,335
331,535
0.1 %
Total Equity and Other Investments
60,264,867
$ 44,935,357
$ 38,394,422
10.3 %
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 2.78 % (9)
23,948,996
23,948,996
23,948,996
6.4 %
Total Short-Term Investments
23,948,996
$ 23,948,996
$ 23,948,996
6.4 %
Total Investments
$ 1,103,805,969
$ 1,005,512,911
268.9 %
Liabilities in Excess of Other Assets
( 631,604,144 )
( 168.9 )%
Net Assets
$ 373,908,767
100.0 %
(1) The amortized cost represents the original cost adjusted for the amortization of discounts
and premiums, as applicable, on debt investments using the effective interest method.
(2)
Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of September 30, 2022 that have S+CSA as the base rate, the CSA is 10bp for 1M SOFR, 15bp for 3M SOFR, and 25bp for 6M SOFR. For the avoidance of doubt, loan floors apply to S+CSA, not S.
(3) As of September 30, 2022, all investments are non-controlled, non-affiliated investments.
Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting
securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940.
The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total
assets. As of September 30, 2022, 14.8% of the Company’s total assets were in non-qualifying investments.
(5) Investments or a portion of investments are unsettled as of September 30, 2022.
(6) As of September 30, 2022, the tax cost of the Company’s investments approximates their amortized
cost.
(7) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”)
and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to
the consolidated financial statements).
(8) Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding
II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see
Note 6 to the consolidated financial statements).
(9) 7-day effective yield as of September 30, 2022.
(10) Of the $1,131,993 commitment to Aveanna Healthcare LLC DDTL, $792,990 was unfunded as of September
30, 2022.
The accompanying notes are an integral part of these consolidated financial
statements.
18
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Debt Investments
First
Lien Senior Secured (2)
AAdvantage
Loyalty IP Ltd. (4)(7)
Airlines
5.50 % (L + 4.75 %)
4/20/2028
3,500,000
$
3,466,993
$
3,632,808
0.7
%
AccentCare,
Inc. (7)
Healthcare
Providers and Services
4.18 % (L + 4.00 %)
6/22/2026
6,030,750
6,033,232
6,019,443
1.2
%
Acrisure,
LLC (7)
Insurance
3.63 % (L + 3.50 %)
2/12/2027
5,902,424
5,887,108
5,846,351
1.2
%
Acrisure,
LLC (7)
Insurance
4.75 % (L + 4.25 %)
2/15/2027
5,050,000
5,012,608
5,056,313
1.0
%
AHP
Health Partners, Inc. (7)
Healthcare
Equipment and Supplies
4.00 % (L + 3.50 %)
8/4/2028
2,992,500
2,978,139
2,997,183
0.6
%
AI
Aqua Merger Sub, Inc., (5)(7)(8)
Food Products
4.50 % (L + 4.00 %)
6/16/2028
6,993,333
6,996,036
7,021,412
1.6
%
Aimbridge
Acquisition Co., Inc. (7)
Hotels,
Restaurants and Leisure
3.84 % (L + 3.75 %)
2/2/2026
4,987,245
4,873,305
4,887,500
1.1
%
Air
Methods Corporation (7)
Aerospace
and Defense
4.50 % (L + 3.50 %)
4/12/2024
4,973,958
4,912,811
4,737,695
1.0
%
Alliant
Holdings Intermediate LLC (7)
Insurance
4.00 % (L + 3.50 %)
11/5/2027
5,985,000
5,977,585
5,986,077
1.3
%
Allied
Universal Holdco LLC (7)
Professional
Services
4.25 % (L + 3.75 %)
4/7/2028
6,982,500
6,976,936
6,968,570
1.5
%
Alterra
Mountain Company (7)
Hotels,
Restaurants and Leisure
4.00 % (L + 3.50 %)
8/31/2028
1,992,263
1,979,085
1,992,263
0.4
%
Amentum
Government Services Holdings LLC (7)
Aerospace
and Defense
3.60 % (L + 3.50 %)
2/26/2027
4,432,500
4,208,252
4,375,720
1.0
%
Amentum
Government Services Holdings LLC (7)
Aerospace
and Defense
5.50 % (L + 4.75 %)
1/29/2027
1,488,750
1,463,719
1,491,541
0.3
%
American
Airlines, Inc. (4)(7)
Airlines
2.11 % (L + 2.00 %)
12/15/2023
1,979,167
1,934,458
1,943,403
0.4
%
American
Airlines, Inc. (4)(7)
Airlines
1.85 % (L + 1.75 %)
6/27/2025
2,000,000
1,900,671
1,901,250
0.4
%
American
Rock Salt Company LLC (7)
Metals
and Mining
4.75 % (L + 4.00 %)
6/9/2028
4,975,000
4,963,324
4,968,781
1.1
%
Amynta
Agency Borrower, Inc. (7)
Insurance
4.60 % (L + 4.50 %)
2/28/2025
8,929,545
8,774,227
8,912,847
2.0
%
AP
Gaming I, LLC (7)
Hotels,
Restaurants and Leisure
4.50 % (L + 3.50 %)
2/15/2024
6,831,409
6,817,784
6,803,639
1.5
%
Applovin
Corporation (4)(7)
Software
3.50 % (L + 3.00 %)
10/20/2028
2,493,750
2,487,556
2,492,964
0.6
%
Aptean
Inc (5)(7)(8)
Software
4.35 % (L + 4.25 %)
4/23/2026
7,886,443
7,889,119
7,865,505
1.7
%
AQA
Acquisition Holding, Inc. (7)
Software
4.75 % (L + 4.25 %)
11/19/2027
2,985,000
2,971,382
2,988,119
0.7
%
ARC
Falcon I Inc. (7)
Chemicals
4.25 % (L + 3.75 %)
8/31/2028
4,363,057
4,338,582
4,363,232
1.0
%
Arches
Buyer Inc. (7)
Leisure
Products
3.75 % (L + 3.25 %)
12/6/2027
4,950,000
4,906,378
4,923,419
1.1
%
Aristocrat
International PTY Ltd (4)(5)(7)(8)
Hotels,
Restaurants and Leisure
4.75 % (L + 3.75 %)
10/31/2024
4,949,874
4,923,279
4,979,276
1.1
%
Aruba
Investments Holdings, LLC (7)
Chemicals
4.75 % (L + 4.00 %)
10/28/2027
1,488,769
1,476,015
1,492,491
0.3
%
Ascend
Learning, LLC (5)(7)
Professional
Services
4.00 % (L + 3.50 %)
11/18/2028
7,500,000
7,462,500
7,498,463
1.7
%
AssuredPartners,
Inc. (7)
Insurance
4.00 % (L + 3.50 %)
2/12/2027
6,461,337
6,451,803
6,460,336
1.4
%
Athenahealth,
Inc. (7)
Healthcare
Equipment and Supplies
4.40 % (L + 4.25 %)
2/11/2026
5,272,356
5,244,158
5,279,606
1.2
%
Autokiniton
US Holdings, Inc. (7)(8)
Auto Components
5.00 % (L + 4.50 %)
3/27/2028
8,216,855
8,226,508
8,239,739
1.8
%
19
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Portfolio Company (3)
Industry
Interest
Rate
Maturity
Date
Principal/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Avaya Inc. (4)(7)
Diversified Telecommunication Services
4.11 % (L + 4.00 %)
12/15/2027
1,600,000
1,600,000
1,601,304
0.4 %
Avaya Inc. (4)(5)(7)
Diversified Telecommunication Services
4.36 % (L + 4.25 %)
12/15/2027
4,939,059
4,800,270
4,960,174
1.1 %
Aveanna Healthcare LLC (4)(7)
Healthcare Providers and Services
4.25 % (L + 3.75 %)
6/30/2028
3,237,170
3,232,811
3,225,054
0.7 %
Azalea TopCo, Inc. (7)
Healthcare Technology
3.63 % (L + 3.50 %)
7/23/2026
3,922,262
3,885,223
3,910,005
0.9 %
Barracuda Networks, Inc. (7)
IT Services
4.50 % (L + 3.75 %)
1/10/2025
3,979,022
3,978,706
3,996,430
0.9 %
BCP Raptor, LLC (5)(7)
Oil, Gas and Consumable Fuels
5.25 % (L + 4.25 %)
6/7/2024
5,968,265
5,915,310
5,970,354
1.3 %
BCP Renaissance Parent L.L.C. (5)(7)
Oil, Gas and Consumable Fuels
4.50 % (L + 3.50 %)
10/31/2024
7,648,566
7,629,890
7,642,600
1.7 %
Belfor Holdings Inc. (7)
Commercial Services and Supplies
3.85 % (L + 3.75 %)
3/31/2026
2,945,882
2,837,141
2,953,247
0.7 %
Boxer Parent Company, Inc. (7)
Software
3.88 % (L + 3.75 %)
10/2/2025
2,992,266
2,713,403
2,977,304
0.7 %
Caesars Resort Collection, LLC (4)(7)
Hotels, Restaurants and Leisure
3.60 % (L + 3.50 %)
7/31/2025
2,962,500
2,895,715
2,968,425
0.7 %
Castle US Holding Corporation (8)
Professional Services
3.88 % (L + 3.75 %)
1/27/2027
1,991,579
1,981,844
1,976,642
0.4 %
Castle US Holding Corporation (8)
Professional Services
4.75 % (L + 4.00 %)
1/31/2027
2,981,250
2,926,408
2,978,761
0.7 %
CCI Buyer, Inc. (5)(7)(8)
Wireless Telecommunication Services
4.50 % (L + 3.75 %)
12/31/2027
6,864,444
6,856,831
6,880,369
1.5 %
CCS-CMGC Holdings, Inc. (7)
Healthcare Providers and Services
5.63 % (L + 5.50 %)
10/1/2025
5,411,500
5,342,101
5,349,781
1.2 %
CHG Healthcare Services, Inc (7)
Healthcare Providers and Services
4.00 % (L + 3.50 %)
9/22/2028
7,980,000
7,941,694
7,990,973
1.8 %
Connectwise LLC (7)
IT Services
4.00 % (L + 3.50 %)
9/29/2028
8,000,000
7,986,895
7,991,440
1.8 %
20
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Portfolio Company (3)
Industry
Interest
Rate
Maturity
Date
Principal/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Consolidated Communications, Inc. (4)(7)
Diversified Telecommunication Services
4.25 % (L + 3.50 %)
10/2/2027
1,428,009
1,409,815
1,427,788
0.3 %
ConvergeOne Holdings Corp. (7)(8)
IT Services
5.10 % (L + 5.00 %)
3/31/2026
9,941,326
9,736,805
9,758,058
2.2 %
Corelogic, Inc. (7)
Internet Software and Services
4.00 % (L + 3.50 %)
4/14/2028
7,980,000
7,973,450
7,983,990
1.8 %
CP Atlas Buyer, Inc (7)
Building Products
4.25 % (L + 3.75 %)
11/23/2027
4,962,827
4,921,475
4,947,939
1.1 %
Creation Technologies, Inc. (8)
Electronic Equipment, Instruments and Components
6.00 % (L + 5.50 %)
9/14/2028
5,000,000
4,927,276
4,968,750
1.1 %
Curia Global, Inc. (7)
Healthcare Providers and Services
4.50 % (L + 3.75 %)
8/30/2026
4,899,295
4,880,965
4,911,543
1.1 %
DCert Buyer, Inc. (7)
IT Services
4.10 % (L + 4.00 %)
8/7/2026
7,916,022
7,916,047
7,911,075
1.7 %
Deerfield Dakota Holding, LLC (7)
Diversified Financial Services
4.75 % (L + 3.75 %)
2/25/2027
4,925,000
4,862,889
4,936,943
1.1 %
Delek US Holdings, Inc. (4)(7)
Oil, Gas and Consumable Fuels
6.50 % (L + 5.50 %)
3/31/2025
2,358,000
2,239,637
2,366,253
0.5 %
Delta Topco, Inc. (7)
IT Services
4.50 % (L + 3.75 %)
10/29/2027
6,972,481
6,966,632
6,988,692
1.5 %
Digi International Inc. (5)(8)
Technology Hardware, Storage and Peripherals
5.50 % (L + 5.00 %)
12/22/2028
6,250,000
6,125,000
6,199,219
1.4 %
DIRECTV Financing, LLC (7)
Media
5.75 % (L + 5.00 %)
8/2/2027
5,865,000
5,816,327
5,877,962
1.3 %
Dotdash Meredith, Inc. (7)
Media
4.50 % (C + SCA + 4.00 %)
11/23/2028
10,000,000
9,991,795
10,018,750
2.2 %
EAB Global, Inc. (7)
Professional Services
4.00 % (L + 3.50 %)
6/28/2028
5,000,000
4,975,872
4,979,175
1.1 %
ECI Software Solutions, Inc. (7)
Software
4.50 % (L + 3.75 %)
9/30/2027
6,934,975
6,907,467
6,946,903
1.5 %
ECL Entertainment, LLC (8)
Hotels, Restaurants and Leisure
8.25 % (L + 7.50 %)
3/31/2028
1,990,000
2,033,092
2,029,800
0.4 %
EFS Cogen Holdings I LLC (5)(7)(8)
Independent Power and Renewable Electricity Producers
4.50 % (L + 3.50 %)
10/29/2027
7,700,229
7,708,062
7,603,977
1.7 %
Endurance International Group, Inc. (7)
Professional Services
4.25 % (L + 3.50 %)
2/10/2028
3,233,750
3,219,247
3,211,017
0.7 %
Ensemble RCM, LLC (7)
Healthcare Technology
3.88 % (L + 3.75 %)
7/24/2026
5,748,280
5,659,044
5,753,654
1.3 %
21
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Enterprise Development Authority (8)
Hotels, Restaurants and Leisure
5.00 % (L + 4.25 %)
2/18/2028
1,974,359
1,974,359
1,975,188
0.4 %
Epicor Software Corporation (7)
Software
4.00 % (L + 3.25 %)
6/1/2022
3,950,000
3,930,702
3,952,034
0.9 %
Excelitas Technologies Corp. (7)
Industrial Conglomerates
4.50 % (L + 3.50 %)
12/2/2024
1,989,637
1,989,637
1,999,585
0.4 %
Filtration Group Corporation (7)
Industrial Conglomerates
4.00 % (L + 3.50 %)
10/20/2028
3,990,000
3,980,185
3,990,838
0.9 %
Flexera Software LLC (7)(8)
Software
4.50 % (L + 3.75 %)
1/26/2028
8,959,368
8,935,714
8,976,794
2.0 %
Generation Bridge Acquisition,
LLC (5)(8)
Electric Utilities
5.75 % (L + 5.00 %)
8/6/2028
196,262
196,262
197,243
0.0 %
Generation Bridge Acquisition,
LLC (5)(8)
Electric Utilities
5.75 % (L + 5.00 %)
8/6/2028
2,803,738
2,803,738
2,817,757
0.6 %
Getty Images, Inc. (7)(8)
Media
4.63 % (L + 4.50 %)
2/13/2026
7,961,137
7,984,386
7,982,711
1.8 %
GFL Environmental Inc. (4)(7)
Commercial Services and Supplies
3.50 % (L + 3.00 %)
5/30/2025
2,596,036
2,521,808
2,605,771
0.6 %
Global Medical Response, Inc. (7)
Healthcare Providers and Services
5.25 % (L + 4.25 %)
9/24/2025
8,938,653
8,882,000
8,914,071
2.0 %
Grab Holdings Inc (4)(5)(7)
IT Services
5.50 % (L + 4.50 %)
2/27/2026
4,962,488
5,027,425
4,989,359
1.1 %
Great Outdoors Group, LLC (7)
Specialty Retail
4.50 % (L + 3.75 %)
3/6/2028
7,078,634
7,045,910
7,095,587
1.6 %
Grinding Media Inc. (8)
Metals and Mining
4.75 % (L + 4.00 %)
9/21/2028
4,987,500
4,963,517
4,990,617
1.1 %
HAH Group Holding Company LLC (7)
Healthcare Providers and Services
6.00 % (L + 5.00 %)
10/20/2027
3,525,086
3,479,561
3,526,549
0.8 %
HAH Group Holding Company LLC (7)
Healthcare Providers and Services
6.00 % (L + 5.00 %)
10/22/2027
446,034
440,286
446,220
0.1 %
Hamilton Projects Acquiror LLC (7)(8)
Independent Power and Renewable Electricity Producers
5.50 % (L + 4.50 %)
6/11/2027
9,794,600
9,741,768
9,807,872
2.2 %
22
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Harbor Freight Tools USA, Inc. (7)
Specialty Retail
3.25 % (L + 2.75 %)
10/19/2027
3,465,000
3,435,680
3,462,176
0.8 %
Help/Systems Holdings, Inc. (7)
Software
4.75 % (L + 4.00 %)
11/19/2026
6,919,736
6,874,074
6,909,633
1.5 %
HUB International Limited (7)
Insurance
4.00 % (L + 3.25 %)
4/25/2025
3,940,125
3,892,565
3,944,834
0.9 %
Hyland Software, Inc. (7)
Software
4.25 % (L + 3.50 %)
7/1/2024
4,956,580
4,955,729
4,981,363
1.1 %
Hyperion Refinance S.a.r.l. (4)(7)
Insurance
4.00 % (L + 3.25 %)
11/12/2027
6,162,429
6,103,569
6,143,171
1.4 %
Idera, Inc. (7)
IT Services
4.50 % (L + 3.75 %)
6/28/2028
9,899,189
9,852,953
9,903,841
2.2 %
IMA Financial Group, Inc. (8)
Insurance
4.25 % (L + 3.75 %)
10/16/2028
5,000,000
4,975,043
4,991,650
1.1 %
Infinite Bidco LLC (7)
Electronic Equipment, Instruments and Components
4.25 % (L + 3.75 %)
3/2/2028
4,975,000
4,956,124
4,967,239
1.1 %
Inmar, Inc. (7)(8)
Professional Services
5.00 % (L + 4.00 %)
5/1/2024
7,925,407
7,891,920
7,929,568
1.8 %
IRB Holding Corporation (7)
Hotels, Restaurants and Leisure
4.25 % (L + 3.25 %)
11/19/2027
6,952,443
6,947,309
6,962,212
1.5 %
Ivanti Software, Inc. (7)
Software
4.75 % (L + 4.00 %)
12/1/2027
992,500
990,203
988,987
0.2 %
Ivanti Software, Inc. (5)(7)
Software
5.00 % (L + 4.25 %)
12/1/2027
6,975,000
6,921,420
6,994,600
1.5 %
Jack Ohio Finance LLC (8)
Hotels, Restaurants and Leisure
5.50 % (L + 4.75 %)
10/31/2028
5,000,000
5,002,417
4,996,900
1.1 %
Kestrel Acquisition LLC (7)
Independent Power and Renewable Electricity Producers
5.25 % (L + 4.25 %)
5/2/2025
6,914,055
6,212,084
6,347,967
1.4 %
Kleopatra Finco S.a.r.l (4)(7)
Containers and Packaging
5.25 % (L + 4.75 %)
2/4/2026
1,985,000
1,976,611
1,937,856
0.4 %
Landry’s Finance Acquisition Co
Hotels, Restaurants and Leisure
13.00 % (L + 12.00 %)
10/4/2023
18,875
18,450
20,291
0.0 %
LBM Acquisition LLC (5)(7)(8)
Building Products
4.50 % (L + 3.75 %)
12/31/2027
5,472,028
5,436,335
5,431,425
1.2 %
Life Time, Inc. (4)(7)
Hotels, Restaurants and Leisure
5.75 % (L + 4.75 %)
12/10/2024
1,451,838
1,451,195
1,463,337
0.3 %
Lifescan Global Corporation (5)(7)
Healthcare Equipment and Supplies
6.13 % (L + 6.00 %)
10/1/2024
6,744,535
6,702,882
6,607,857
1.5 %
23
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Lightstone Holdco, LLC
Independent Power and Renewable Electricity Producers
4.75 % (L + 3.75 %)
1/30/2024
1,609,237
1,379,571
1,367,304
0.3 %
Lightstone Holdco, LLC
Independent Power and Renewable Electricity Producers
4.75 % (L + 3.75 %)
1/30/2024
90,763
77,809
77,118
0.0 %
Lions Gate Capital Holdings LLC (4)(7)
Media
2.35 % (L + 2.25 %)
3/19/2025
976,423
951,495
971,136
0.2 %
LogMeIn, Inc. (7)
IT Services
4.86 % (L + 4.75 %)
8/31/2027
6,444,950
6,365,479
6,418,074
1.4 %
Lucid Energy Group II Borrower,
LLC (7)
Oil, Gas and Consumable Fuels
5.00 % (L + 4.25 %)
11/22/2028
7,000,000
6,930,663
6,926,500
1.5 %
Magenta Buyer LLC (7)
Software
5.75 % (L + 5.00 %)
5/3/2028
5,486,250
5,436,630
5,480,243
1.2 %
McAfee, LLC (4)(7)
Software
3.84 % (L + 3.75 %)
9/30/2024
3,040,646
3,031,471
3,046,910
0.7 %
Medical Solutions L.L.C. (8)
Healthcare Providers and Services
4.00 % (L + 3.50 %)
10/6/2028
4,200,000
4,175,369
4,200,900
0.9 %
MetroNet Systems Holdings,
LLC (7)(8)
Diversified Telecommunication Services
4.50 % (L + 3.75 %)
5/26/2028
4,975,031
4,969,084
4,983,738
1.1 %
Michael Baker International, LLC (8)
Construction and Engineering
5.75 % (L + 5.00 %)
11/2/2028
6,250,000
6,187,892
6,312,500
1.4 %
Micro Holding Corp. (7)
IT Services
4.75 % (L + 3.75 %)
9/13/2024
9,962,265
9,905,089
9,995,490
2.2 %
Midwest Veterinary Partners,
LLC (5)(7)
Healthcare Providers and Services
4.75 % (L + 4.00 %)
4/27/2028
9,987,500
9,888,421
9,962,531
2.2 %
Milano Acquisition Corporation (7)
Healthcare Providers and Services
4.75 % (L + 4.00 %)
8/31/2027
4,953,722
4,905,503
4,972,917
1.1 %
Minotaur Acquisition, Inc. (7)(8)
Diversified Financial Services
4.84 % (L + 4.75 %)
3/27/2026
9,060,468
9,048,923
9,026,491
2.0 %
Mitchell International, Inc. (7)
Professional Services
4.25 % (L + 3.75 %)
10/16/2028
10,000,000
9,926,431
9,956,250
2.2 %
MLN US HoldCo LLC (7)
Diversified Telecommunication Services
4.60 % (L + 4.50 %)
12/31/2025
4,069,042
3,993,846
3,942,352
0.9 %
Moneygram International, Inc. (4)(7)
Diversified Consumer Services
5.00 % (L + 4.50 %)
7/21/2026
7,200,000
7,175,766
7,211,268
1.6 %
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.50 % (L + 3.75 %)
2/18/2028
9,227,133
9,201,152
9,136,594
2.0 %
National Mentor Holdings, Inc. (7)
Healthcare Providers and Services
4.50 % (L + 3.75 %)
2/18/2028
291,993
291,126
289,256
0.1 %
Navicure, Inc. (7)
Healthcare Technology
4.10 % (L + 4.00 %)
10/22/2026
4,673,381
4,675,564
4,675,320
1.0 %
Nexus Buyer LLC (7)
Professional Services
3.85 % (L + 3.75 %)
10/30/2026
6,996,379
6,924,176
6,973,886
1.5 %
24
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
NMSC
Holdings, Inc. (7)
Healthcare Providers and Services
6.00 % (L + 5.00 %)
4/19/2023
8,442,209
8,421,850
8,444,319
1.9 %
NorthStar Group
Services,
Inc. (5)(7)(8)
Commercial Services and Supplies
6.50 % (L + 5.50 %)
11/9/2026
8,879,759
8,843,367
8,910,306
2.0 %
NSM Top Holdings
Corp. (7)
Healthcare Equipment and Supplies
5.35 % (L + 5.25 %)
11/12/2026
4,987,277
4,962,950
4,987,277
1.1 %
OneDigital Borrower
LLC (7)
Insurance
4.75 % (C + SCA + 4.25 %)
11/16/2027
9,970,938
9,852,427
9,964,706
2.2 %
Orchid Merger
Sub II, LLC (5)(7)
Software
5.25 % (L + 4.75 %)
5/12/2027
3,500,000
3,290,000
3,360,000
0.7 %
Oregon Clean
Energy, LLC (7)
Independent Power and Renewable Electricity Producers
4.75 % (L + 3.75 %)
3/2/2026
4,887,891
4,779,206
4,503,850
1.0 %
Pactiv Evergreen
Group Holdings
Inc. (4)(7)
Containers and Packaging
4.00 % (L + 3.50 %)
9/22/2028
2,992,500
2,978,041
2,992,500
0.7 %
Padagis LLC
(7)
Pharmaceuticals
5.25 % (L + 4.75 %)
7/31/2028
6,588,235
6,550,008
6,567,647
1.5 %
Pathway Vet
Alliance LLC (7)
Healthcare Providers and Services
3.85 % (L + 3.75 %)
3/31/2027
4,941,089
4,876,527
4,931,824
1.1 %
PECF USS Intermediate
Holding III Corporation (5)(8)
Professional Services
4.75 % (L + 4.25 %)
11/6/2028
5,000,000
4,987,500
5,011,625
1.1 %
Peraton Corp.
(7)(8)
IT Services
4.50 % (L + 3.75 %)
2/1/2028
8,952,437
8,951,088
8,971,595
2.0 %
PetVet Care
Centers, LLC (7)
Healthcare Providers and Services
4.25 % (L + 3.50 %)
2/14/2025
6,938,175
6,923,597
6,945,980
1.5 %
Phoenix Guarantor
Inc. (7)
Healthcare Providers and Services
3.60 % (L + 3.50 %)
3/5/2026
4,950,094
4,910,625
4,936,481
1.1 %
PODS, LLC (7)
Road and Rail
3.75 % (L + 3.00 %)
3/31/2028
1,985,025
1,975,873
1,980,747
0.4 %
PQ Performance
Chemicals (7)
Chemicals
4.25 % (L + 3.50 %)
4/28/2028
5,000,000
4,997,651
5,012,500
1.1 %
Prairie ECI
Acquiror LP (7)
Oil, Gas and Consumable Fuels
4.85 % (L + 4.75 %)
3/11/2026
7,182,326
6,969,074
6,962,870
1.5 %
Presidio Holdings,
Inc. (7)
Professional Services
3.61 % (L + 3.50 %)
1/31/2027
2,364,000
2,334,043
2,366,222
0.5 %
Pretium PKG
Holdings, Inc. (8)
Containers and Packaging
4.50 % (L + 4.00 %)
9/22/2028
5,000,000
4,976,019
4,997,200
1.1 %
Prime Security
Services Borrower,
LLC (4)(7)
Diversified Consumer Services
3.50 % (L + 2.75 %)
5/2/2022
1,782,584
1,771,416
1,782,985
0.4 %
Project Alpha
Intermediate Holding, Inc. (7)
Software
4.11 % (L + 4.00 %)
4/26/2024
5,916,866
5,897,864
5,933,522
1.3 %
Project Boost
Purchaser, LLC (7)
Professional Services
4.00 % (L + 3.50 %)
6/1/2026
5,970,000
5,955,902
5,977,463
1.3 %
Proofpoint,
Inc. (7)
IT Services
3.75 % (L + 3.25 %)
6/9/2028
5,000,000
4,976,654
4,987,125
1.1 %
PS Holdco, LLC
(8)
Road and Rail
5.00 % (L + 4.25 %)
10/31/2028
4,987,500
4,963,067
4,996,852
1.1 %
PT Intermediate
Holdings III LLC (8)
Machinery
6.25 % (L + 5.50 %)
10/15/2025
2,320,000
2,296,800
2,308,400
0.5 %
PT Intermediate
Holdings III LLC (8)
Machinery
6.25 % (L + 5.50 %)
11/1/2028
1,536,150
1,520,799
1,528,469
0.3 %
Quest Software
US Holdings Inc (7)
Software
4.38 % (L + 4.25 %)
5/16/2025
6,934,002
6,926,135
6,936,637
1.5 %
25
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Radiate Holdco, LLC (7)
Media
4.00 % (L + 3.25 %)
9/25/2026
3,000,000
2,992,599
2,993,760
0.7 %
Radiology Partners, Inc. (7)
Healthcare Providers and Services
4.35 % (L + 4.25 %)
7/9/2025
6,000,000
5,991,169
5,924,190
1.3 %
RC Buyer, Inc. (7)
Auto Components
4.25 % (L + 3.50 %)
7/28/2028
2,094,750
2,089,576
2,093,450
0.5 %
RealPage, Inc. (5)(7)
Real Estate Management and Development
3.75 % (L + 3.25 %)
2/18/2028
6,982,500
6,971,036
6,970,525
1.5 %
Red Planet Borrower, LLC (7)
Internet Software and Services
4.25 % (L + 3.75 %)
10/2/2028
7,980,000
7,940,911
7,948,080
1.8 %
Redstone Holdco 2 LP (7)(8)
IT Services
5.50 % (L + 4.75 %)
4/14/2028
7,980,000
7,924,198
7,645,838
1.7 %
RegionalCare Hospital Partners Holdings, Inc. (5)(7)
Healthcare Providers and Services
3.85 % (L + 3.75 %)
11/14/2025
5,028,873
5,019,995
5,031,363
1.1 %
Rocket Software, Inc. (7)
Software
4.75 % (L + 4.25 %)
11/28/2025
4,982,481
4,956,315
4,983,104
1.1 %
Rodan & Fields, LLC (7)
Textiles, Apparel and Luxury Goods
4.11 % (L + 4.00 %)
6/16/2025
1,732,051
1,524,775
974,279
0.2 %
Rohm Holding GMBH (4)(7)(8)
Chemicals
4.90 % (L + 4.75 %)
7/31/2026
8,936,606
8,917,170
8,940,314
2.0 %
RSC Acquisition, Inc. (8)
Insurance
6.25 % (L + 5.50 %)
10/30/2026
1,731,928
1,714,630
1,729,763
0.4 %
RSC Acquisition, Inc. (8)(10)
Insurance
6.25 % (L + 5.50 %)
10/30/2026
527,108
489,464
522,402
0.1 %
RSC Acquisition, Inc. (8)
Insurance
6.25 % (L + 5.50 %)
9/30/2026
753,012
745,646
752,070
0.2 %
Runner Buyer Inc. (8)
Household Durables
6.25 % (L + 5.50 %)
10/20/2028
5,000,000
4,950,645
4,950,000
1.1 %
Ryan Specialty Group LLC (4)(7)
Insurance
3.75 % (L + 3.00 %)
9/1/2027
1,975,000
1,962,730
1,978,209
0.4 %
Sabert Corporation (7)(8)
Containers and Packaging
5.50 % (L + 4.50 %)
11/26/2026
7,122,923
7,125,462
7,131,862
1.6 %
Severin Acquisition, LLC (7)
Diversified Consumer Services
3.10 % (L + 3.00 %)
8/31/2025
3,721
3,599
3,708
0.0 %
Shearer’s Foods, LLC (7)
Food Products
4.25 % (L + 3.50 %)
9/23/2027
1,691,137
1,680,722
1,688,312
0.4 %
Sophia, L.P. (7)
Software
4.25 % (L + 3.50 %)
10/7/2027
4,950,094
4,918,451
4,954,425
1.1 %
Sotera Health Holdings, LLC (7)
Healthcare Equipment and Supplies
3.25 % (L + 2.75 %)
12/11/2026
4,000,000
4,000,000
3,990,620
0.9 %
Sovos Compliance, LLC (8)
Software
5.00 % (L + 4.50 %)
7/28/2028
3,410,959
3,402,432
3,426,279
0.8 %
26
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Interest
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Specialty Building Products Holdings, LLC (5)(7)(8)
Building Products
4.25 % (L + 3.75 %)
10/5/2028
10,000,000
10,016,507
9,986,537
2.2 %
Springer Nature Deutschland GmbH (4)(7)
Media
3.75 % (L + 3.00 %)
8/14/2026
2,086,931
2,082,809
2,091,167
0.5 %
Summer BC Holdco B LLC (4)(8)
Media
5.25 % (L + 4.50 %)
12/4/2026
4,987,500
4,993,734
4,990,617
1.1 %
Surf Holdings, LLC (7)
IT Services
3.69 % (L + 3.50 %)
1/15/2027
1,970,012
1,881,892
1,957,700
0.4 %
Surgery Center Holdings, Inc. (7)
Healthcare Providers and Services
4.50 % (L + 3.75 %)
9/3/2026
4,714,375
4,692,584
4,718,807
1.0 %
Talen Energy Supply, LLC (7)
Independent Power and Renewable Electricity Producers
3.85 % (L + 3.75 %)
6/26/2026
3,866,834
3,675,471
3,450,086
0.8 %
Tecta America Corp. (7)(8)
Construction and Engineering
5.00 % (L + 4.25 %)
4/6/2028
6,172,249
6,180,294
6,183,822
1.4 %
The Edelman Financial Engines Centre, LLC (7)
Diversified Financial Services
4.25 % (L + 3.50 %)
4/7/2028
7,939,714
7,850,378
7,945,193
1.8 %
Thryv, Inc. (4)(7)
Professional Services
9.50 % (L + 8.50 %)
2/18/2026
6,011,096
6,022,690
6,116,290
1.4 %
TIBCO Software Inc (7)
Software
3.85 % (L + 3.75 %)
6/30/2026
2,955,000
2,948,675
2,936,530
0.6 %
Tidal Power Holdings, LLC (4)(7)
Independent Power and Renewable Electricity Producers
4.75 % (L + 3.75 %)
4/1/2027
4,252,248
4,229,645
4,300,086
0.9 %
Tiger Acquisition, LLC (7)
Industrial Conglomerates
3.75 % (L + 3.25 %)
5/19/2028
2,992,500
2,981,347
2,978,076
0.7 %
Titan US Finco, LLC (4)(8)
Media
4.50 % (L + 4.00 %)
10/6/2028
6,000,000
5,985,062
5,994,990
1.3 %
Torrid, LLC (4)(8)
Specialty Retail
6.25 % (L + 5.50 %)
5/19/2028
2,000,000
2,022,001
2,017,500
0.4 %
Tory Burch LLC (7)
Specialty Retail
3.50 % (L + 3.00 %)
4/14/2028
1,990,000
1,971,658
1,990,000
0.4 %
Tosca Services, LLC (7)
Containers and Packaging
4.25 % (L + 3.50 %)
8/18/2027
2,970,000
2,957,856
2,968,159
0.7 %
Traverse Midstream Partners LLC (7)
Oil, Gas and Consumable Fuels
5.25 % (C + SCA + 4.25 %)
9/27/2024
5,673,975
5,385,313
5,659,819
1.2 %
Triton Water Holdings, Inc. (7)
Food Products
4.00 % (L + 3.50 %)
3/31/2028
4,975,001
4,958,709
4,928,360
1.1 %
Truck Hero, Inc. (7)
Auto Components
4.00 % (L + 3.25 %)
1/20/2028
7,051,725
7,041,693
7,028,066
1.6 %
U.S. Renal Care, Inc. (7)(8)
Healthcare Providers and Services
5.13 % (L + 5.00 %)
6/26/2026
8,911,817
8,759,285
8,690,180
1.9 %
U.S. Renal Care, Inc. (7)
Healthcare Providers and Services
6.50 % (L + 5.50 %)
6/26/2026
498,750
492,009
490,022
0.1 %
U.S. Silica Company (4)(7)
Metals and Mining
5.00 % (L + 4.00 %)
4/25/2025
7,945,544
7,762,054
7,786,633
1.7 %
Ultimate Software Group, The (7)
Software
3.85 % (L + 3.75 %)
4/8/2026
4,411,006
4,392,996
4,403,727
1.0 %
United Airlines, Inc. (4)(7)
Airlines
4.50 % (L + 3.75 %)
4/21/2028
7,967,400
8,034,531
8,014,009
1.8 %
27
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2021
Portfolio Company (3)
Industry
Interest
Rate
Maturity
Date
Principal /
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Univision Communications Inc. (7)
Media
4.00 % (L + 3.25 %)
3/13/2026
4,121,311
4,008,960
4,135,798
0.9 %
US Radiology Specialists, Inc. (5)(7)
Healthcare Providers and Services
6.00 % (L + 5.25 %)
12/10/2027
8,970,000
8,862,961
8,976,997
2.0 %
VeriFone Systems, Inc. (7)
Commercial Services and Supplies
4.18 % (L + 4.00 %)
8/20/2025
2,976,982
2,936,772
2,930,095
0.6 %
Verscend Holding Corp. (7)
Healthcare Technology
4.10 % (L + 4.00 %)
8/27/2025
6,126,073
6,110,295
6,132,199
1.4 %
Vision Solutions, Inc. (7)
IT Services
4.75 % (L + 4.00 %)
4/24/2028
9,975,000
9,944,077
9,975,000
2.2 %
Watlow Electric Manufacturing Company (5)(7)
Electrical Equipment
4.25 % (L + 3.75 %)
3/2/2028
5,101,525
5,115,092
5,103,132
1.1 %
Whatabrands LLC (7)
Hotels, Restaurants and Leisure
3.75 % (L + 3.25 %)
7/21/2028
2,400,000
2,388,461
2,394,948
0.5 %
White Cap Buyer LLC (5)(7)(8)
Building Products
4.50 % (L + 4.00 %)
10/8/2027
6,959,924
6,949,443
6,974,923
1.5 %
Wilsonart LLC (7)(8)
Building Products
4.50 % (L + 3.50 %)
12/18/2026
7,949,623
7,945,181
7,958,765
1.8 %
Zelis Cost Management Buyer, Inc. (7)
Healthcare Technology
3.60 % (L + 3.50 %)
9/30/2026
4,792,714
4,784,986
4,767,408
1.1 %
Total First Lien Senior Secured
1,012,130,228
$ 1,003,839,402
$ 1,007,407,474
222.4 %
Second Lien Senior Secured (2)
Almonde, Inc. (5)
Software
8.25 % (L + 7.25 %)
4/28/2025
3,000,000
3,003,750
3,000,345
0.7 %
ARC Falcon I Inc. (7)
Chemicals
7.50 % (L + 7.00 %)
9/24/2029
2,000,000
1,980,393
1,980,000
0.4 %
Artera Services, LLC (7)
Construction and Engineering
8.25 % (L + 7.25 %)
3/6/2026
7,810,000
7,423,359
7,731,900
1.7 %
Aruba Investments, Inc. (7)
Chemicals
8.50 % (L + 7.75 %)
10/27/2028
2,350,000
2,316,709
2,373,500
0.5 %
Asurion, LLC (5)(7)
Insurance
5.35 % (L + 5.25 %)
1/19/2029
6,000,000
5,960,590
5,983,140
1.3 %
Curium BidCo S.a r.l. (4)(5)
Pharmaceuticals
8.50 % (L + 7.75 %)
10/27/2028
3,000,000
3,052,500
3,033,750
0.7 %
DCert Buyer, Inc. (7)
IT Services
7.10 % (L + 7.00 %)
2/19/2029
1,500,000
1,496,858
1,506,248
0.3 %
Energy Acquisition LP (5)
Electrical Equipment
8.50 % (L + 8.50%)
6/25/2026
2,812,400
2,720,196
2,624,320
0.6 %
Epicor Software Corporation (5)(7)
Software
8.75 % (L + 7.75 %)
7/31/2028
3,000,000
3,041,862
3,077,505
0.7 %
Help/Systems Holdings, Inc.
Software
7.50 % (L + 6.75 %)
11/19/2027
3,656,217
3,665,199
3,657,752
0.8 %
Idera, Inc.
IT Services
7.50 % (L + 6.75 %)
2/5/2029
3,000,000
3,029,512
3,007,500
0.7 %
Infinite Bidco LLC (5)(7)
Electronic Equipment, Instruments and Components
7.50 % (L + 7.00 %)
2/24/2029
2,743,333
2,738,086
2,760,479
0.6 %
Inmar, Inc. (7)
Professional Services
9.00 % (L + 8.00 %)
5/1/2025
5,000,000
5,007,347
5,012,500
1.1 %
28
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2021
Portfolio Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Ivanti
Software, Inc. (5)
Software
7.75 % (L + 7.25 %)
12/1/2028
2,000,000
2,000,000
2,005,010
0.4 %
Magenta
Buyer LLC
Software
9.00 % (L + 8.25 %)
5/3/2029
3,000,000
2,985,021
2,987,820
0.7 %
Peraton
Corp.
IT Services
8.50 % (L + 7.75 %)
2/26/2029
3,000,000
3,066,820
3,048,750
0.7 %
Pretium
PKG Holdings, Inc. (7)
Containers and Packaging
7.25 % (L + 6.75 %)
9/21/2029
2,000,000
1,980,887
1,998,750
0.4 %
Quest
Software US Holdings Inc (7)
Software
8.38 % (L + 8.25 %)
5/18/2026
3,347,000
3,331,490
3,351,535
0.7 %
TIBCO
Software Inc (5)
Software
7.35 % (L + 7.25 %)
2/28/2028
2,500,000
2,509,375
2,513,013
0.6 %
Vision
Solutions, Inc.
IT
Services
8.00 % (L + 7.25 %)
4/23/2029
3,000,000
3,007,499
3,004,695
0.7 %
Total
Second Lien Senior Secured
64,718,950
64,317,453
64,658,512
14.3 %
Corporate
Bonds
Diebold
Inc (4)
Diversified Consumer Services
8.50 %
4/15/2024
1,000,000
1,002,202
1,000,071
0.3 %
KOBE
US Midco 2 Inc
Chemicals
9.25 %
11/1/2026
1,900,000
1,881,394
1,947,500
0.4 %
Total
Corporate Bonds
2,900,000
2,883,596
2,947,571
0.7 %
Convertible
Bonds
Dish
Network Corp (4)
Media
3.38 %
8/15/2026
1,000,000
1,021,974
942,069
0.2 %
Total
Convertible Bonds
1,000,000
1,021,974
942,069
0.2 %
Total
Debt Investments
1,080,749,178
$ 1,072,062,425
$ 1,075,955,626
237.6 %
CLO
Mezzanine (2)
522
Funding CLO 2020-6, Ltd. (4)
Structured Note
8.17 % (L + 8.04 %)
10/23/2034
2,800,000
2,717,549
2,738,208
0.6 %
Barings
CLO Ltd (4)
Structured Note
6.88 % (L + 6.75 %)
1/20/2028
2,000,000
1,922,263
1,892,175
0.4 %
Carlyle
US CLO 2020-2, Ltd (4)
Structured Note
8.66 % (L + 8.53 %)
1/25/2035
4,000,000
3,880,576
3,911,604
0.9 %
Elmwood
CLO III Ltd. (4)
Structured Note
7.86 % (L + 7.74 %)
10/20/2034
2,000,000
1,921,030
1,905,811
0.4 %
GoldenTree
Loan Management US 2020-7A (4)
Structured Note
7.88 % (L + 7.50 %)
4/20/2034
2,000,000
1,886,090
1,900,494
0.4 %
GoldenTree
Loan Management US 2021-10A (4)
Structured Note
7.92 % (L + 7.79 %)
7/20/2034
1,250,000
1,213,704
1,187,520
0.3 %
GoldenTree
Loan Management US 2021-9A (4)
Structured Note
6.88 % (L + 6.75 %)
1/20/2033
2,000,000
1,886,518
1,877,447
0.4 %
HPS
Loan Management Series 15A-19 (4)
Structured Note
6.73 % (L + 6.60 %)
7/22/2032
1,500,000
1,409,524
1,485,842
0.3 %
Magnetite
CLO Ltd 2015-16A (4)
Structured Note
6.62 % (L + 6.50 %)
1/18/2028
1,000,000
810,847
946,886
0.2 %
Thayer
Park CLO, Ltd. (4)
Structured
Note
9.00 % (L + 8.87 %)
4/20/2034
1,300,000
1,259,186
1,259,407
0.3 %
Total
CLO Mezzanine
19,850,000
18,907,287
19,105,394
4.2 %
CLO
Equity
29
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2021
Interest
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Rate
Date
Par
Cost (1)(6)
Value
of Net Assets
Ares
CLO LTD 2021-62A (4)
Structured
Subordinated Note
NA
1/25/2034
5,000,000
4,620,000
4,619,794
1.0 %
Dryden
86 CLO, Ltd. (4)
Structured
Subordinated Note
NA
7/17/2030
6,000,000
4,695,000
4,734,172
1.0 %
Long
Point Park CLO, Ltd. (4)
Structured
Subordinated Note
NA
1/17/2030
6,358,000
4,332,977
4,430,826
1.0 %
Regatta
XII Funding Ltd. (4)
Structured
Subordinated Note
NA
10/15/2032
6,000,000
4,710,000
4,714,852
1.0 %
Stratus
CLO Series 2021-1A (4)
Structured
Subordinated Note
NA
12/29/2029
2,000,000
1,743,200
1,754,156
0.5 %
Total
CLO Equity
25,358,000
20,101,177
20,253,800
4.5 %
Number
of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Equity
Investments
Custom
Truck One Source Inc (4)
Commercial
Services and Supplies
NA
NA
100,000
500,000
800,000
0.2 %
Total
Equity Investments
100,000
500,000
800,000
0.2 %
Total
Equity and Other Investments
45,308,000
$ 39,508,464
$ 40,159,194
8.9 %
Number
of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term
Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.01 % (9)
78,142,764
78,142,764
78,142,764
17.3 %
Total
Short-Term Investments
78,142,764
$ 78,142,764
$ 78,142,764
17.3 %
Total
Investments
$ 1,189,713,653
$ 1,194,257,584
263.8 %
Liabilities
in Excess of Other Assets
( 741,459,996 )
( 163.8 )%
Net
Assets
$ 452,797,588
100.0 %
(1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(2) Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR (which can include one-, two-, three- or six-month LIBOR), S+CSA, where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects, or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of 12/31/21 that have S+CSA as the base rate, the CSA is 10bp for one-month SOFR, 15bp for three-month SOFR, and 25bp for six-month SOFR. For the avoidance of doubt, loan floors apply to S+CSA, not S.
(3) As of December 31, 2021, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2021, 13.3% of the Company’s total assets were in non-qualifying investments.
(5) Investments or a portion of investments are unsettled as of December 31, 2021.
(6) As of December 31, 2021, the tax cost of the Company’s investments approximates their amortized cost.
(7) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
(8) Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
(9) 7-day effective yield as of December 31, 2021.
(10) Of the $3,765,060 commitment to RSC Acquisition, Inc., $3,237,952 was unfunded as of December 31, 2021.
The
accompanying notes are an integral part of these consolidated financial statements.
30
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
1. Organization
Organization
Palmer
Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate
debt securities of companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on
August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has
elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the
“1940 Act”). Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated
investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and
expects to qualify as a RIC each year thereafter. The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I,
LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank
of America, N.A. (“BofA N.A.”) Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September
8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association (“WFB”).
The
Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s
current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing
in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured
credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent,
the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest
rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions
from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The
Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment
in a company. During the nine months ended September 30, 2022 and the nine months ended September 30, 2021, the Company did not invest
in any derivative contracts.
The
Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is
registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to
an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment
Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company
to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”).
The Company’s fiscal year ends on December 31.
The
Company has two wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s
revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing
the Company’s credit facility with WFB. These subsidiaries are consolidated in the financial statements of the Company.
31
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
2. Significant Accounting Policies
The
Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards
Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies . The Company’s functional
currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to Regulation S-X.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements. Actual results could differ from those estimates.
Indemnifications
In
the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications.
The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.
Cash
and Cash Equivalents
Cash
is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original
maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
Debt
Issuance Costs
The
Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred
and amortized over the life of the related debt instrument. Debt issuance costs are presented on the consolidated statements of assets
and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount
recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported
on the consolidated statements of assets and liabilities as an asset until the debt liability is recorded. As of December 31, 2021, the
balance of debt issuance costs was $ 2.1 million, representing deferred financing costs of $ 3.4 million less accrued interest of $ 1.3
million, included in BoA Credit Facility and WF Credit Facility (each as defined below), net of $ 649.9 million on the consolidated statements
of assets and liabilities. As of September 30, 2022, the balance of debt issuance costs was $ 0.7 million, representing deferred financing
costs of $ 2.7 million less accrued interest of $ 2.0 million, included in BoA Credit Facility and WF Credit Facility, net of $ 637.1 million
on the consolidated statements of assets and liabilities.
Income
Taxes
The
Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally
will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually
to its stockholders as dividends.
32
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
To
qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition,
to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90 % of its “investment
company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital
gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must
distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals
and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October
31 in such calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were
not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends
and pay a 4% nondeductible U.S. federal excise tax on this income.
The
Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine
whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed
to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All
penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject
to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations
and interpretations thereof.
Basis of Consolidation
As provided under ASC
946, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company
subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated
the results of the Company’s wholly owned investment company subsidiaries (PS BDC Funding and PS BDC Funding II) in its consolidated
financial statements.
Interest
and Dividend Income Recognition
Interest
income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par
value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective
security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization
of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront
loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
Loans
are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued
interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized
as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored
to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current.
Management may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral
value and is in the process of collection.
Dividend
income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company
and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for
private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other
Income
From
time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the
Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are
recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment,
but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio
companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring
fees and possibly consulting and performance- based fees.
33
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Offering
Costs
Offering
costs in connection with the offering of common stock of the Company are capitalized as a deferred charge and amortized to expense on
a straight-line basis over 12 months from the commencement of operations, January 23, 2020. These expenses consist primarily of legal
fees and other costs incurred with Company’s share offerings, the preparation of the Company’s registration statement, and
registration fees.
Net
Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The
Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost
basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized
upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment
values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains
or losses are realized.
New
Accounting Pronouncements
In
March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects
of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions
for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting
certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities
as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated
financial statements.
34
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
3. Agreements and Related Party Transactions
Administration
Agreement
The
Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator
furnishes office facilities and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services
at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative
services, which include being responsible for the financial and other records that the Company is required to maintain and preparing
reports to stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining
and publishing the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination
of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative
and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial
assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
Under
the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s
overhead (including rent) in performing its obligations under the Administration Agreement, including the fees and expenses associated
with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s
Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations
staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s
Sarbanes-Oxley internal control assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator
is reimbursed based on the services provided. The Administration Agreement has an initial term of two years and may be renewed with the
approval of the Company’s board of directors (the “Board”). The agreement was renewed during the year for an additional
one year period. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to
the other party. To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such
functions on a direct basis without any incremental profit to the Administrator.
In
addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bancorp Fund Services, LLC to act on behalf
of the Company’s Administrator in the performance of certain other administrative services. The Company has also engaged U.S. Bank,
National Association or its affiliates (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent
and registrar.
Investment
Advisory Agreement
The
Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment
Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company.
The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company.
In
return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and
paid quarterly in arrears at an annual rate of 2.00 % of the average value of the weighted average (based on the number of shares outstanding
each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. The
base management fee for any partial quarter will be pro-rated based on the number of days actually elapsed in that quarter relative to
the total number of days in such quarter.
The
Investment Advisor, however, has agreed to waive its right to receive management fees in excess of 1.75 % of the total net assets during
any period prior to the listing of the Company’s common stock on a national securities exchange (a “Listing”). If a
Listing does not occur, such fee waiver will remain in place through liquidation of the Company. The Investment Advisor will not be permitted
to recoup any waived amounts at any time and the waiver may only be modified or terminated prior to a Listing with the approval of the
Board.
35
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Additionally,
pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing. Following a Listing,
the Investment Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive
fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most
recently completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the
Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in
more detail below. In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar
quarters are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter,
then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment.
The amount of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the
other hand, if the Company’s net investment income over the most recently completed and three preceding calendar quarters is equal
to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then
no adjustment to pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly
in arrears commencing with the first calendar quarter following a Listing. The Company will pay the Investment Advisor an Income Incentive
Fee with respect to its “adjusted net investment income” in each calendar quarter as follows:
●
no Income Incentive Fee
in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal
to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end of that quarter
(the “Hurdle Amount”);
●
100% of the Company’s
“adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if
any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly
basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter. The Catch-Up
Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted
net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in
any calendar quarter; and
●
for any calendar quarter
in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall
equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter.
“Adjusted
net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently
completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over
the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred
since the Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if
shorter, the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive
fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive
fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment,
origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding
fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the
base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding
preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case
of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments
with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that
the Company has not yet received in cash.
“Net
realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital
losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments
in such period. “Net investment income” in respect of the particular period means interest income, dividend income and any
other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that
the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period,
minus operating expenses for the particular period (including the base management fee, the Income Incentive Fee, any expenses payable
under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment
income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with
PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in
cash.
The
Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full
calendar quarter.
36
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
4. Investments
The
following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of September
30, 2022 and December 31, 2021:
September
30, 2022
December
31, 2021
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 961,549,213
$ 880,256,700
$ 1,003,839,402
$ 1,007,407,474
Second-lien senior secured debt
71,488,717
61,411,793
64,317,453
64,658,512
Corporate Bonds
1,883,686
1,501,000
2,883,596
2,947,571
Convertible Bond
-
-
1,021,974
942,069
CLO Mezzanine
17,566,250
15,043,251
18,907,287
19,105,394
CLO Equity
27,084,772
23,019,636
20,101,177
20,253,800
Equity
284,335
331,535
500,000
800,000
Short-term investments
23,948,996
23,948,996
78,142,764
78,142,764
Total
Investments
$ 1,103,805,969
$ 1,005,512,911
$ 1,189,713,653
$ 1,194,257,584
As
of September 30, 2022, approximately 15.5 % of the long-term investment portfolio at amortized cost and 15.4 % of the long-term investment
portfolio measured at fair value, respectively, were invested in non-qualifying assets. As of December 31, 2021, approximately 14.4 %
of the investment portfolio at amortized cost and 14.5 % of the investment portfolio measured at fair value, respectively, were invested
in non-qualifying assets. With respect to the Company’s total assets, 14.8 % and 13.3 % of the Company’s total assets were
in non-qualifying assets as defined by Section 55(a) of the 1940 Act as of September 30, 2022 and December 31, 2021, respectively.
37
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The
industry composition of investments based on fair value, as a percentage of total investments at fair value, as of September 30, 2022
and December 31, 2021 was as follows:
September 30,
2022
December 31,
2021
Software
12.3 %
10.2 %
Healthcare Providers and Services
10.8 %
10.8 %
IT Services
8.9 %
9.4 %
Professional Services
6.1 %
6.4 %
Insurance
6.1 %
5.7 %
Hotels, Restaurants and Leisure
3.7 %
3.5 %
Building Products
3.7 %
3.0 %
Media
3.1 %
3.9 %
Chemicals
2.9 %
2.2 %
Independent Power and Renewable Electricity
Producers
2.8 %
3.1 %
Aerospace and Defense
2.5 %
0.9 %
Construction and Engineering
2.5 %
1.7 %
Cash and Cash Equivalents
2.4 %
6.5 %
Diversified Financial Services
2.3 %
1.8 %
Structured Subordinated Note
2.3 %
1.7 %
Healthcare Technology
2.1 %
2.1 %
Metals and Mining
2.0 %
1.5 %
Containers and Packaging
2.0 %
1.8 %
Auto Components
1.9 %
1.5 %
Oil, Gas and Consumable Fuels
1.7 %
3.0 %
Structured Note
1.5 %
1.6 %
Diversified Telecommunication Services
1.4 %
1.4 %
Food Products
1.4 %
1.1 %
Specialty Retail
1.3 %
1.2 %
Electronic Equipment, Instruments and Components
1.3 %
1.1 %
Healthcare Equipment and Supplies
1.3 %
2.0 %
Commercial Services and Supplies
1.1 %
1.5 %
Internet Software and Services
1.1 %
1.3 %
Airlines
1.1 %
1.3 %
Diversified Consumer Services
1.0 %
0.8 %
Industrial Conglomerates
0.8 %
0.8 %
Real Estate Management and Development
0.6 %
0.6 %
Wireless Telecommunication Services
0.6 %
0.6 %
Machinery
0.6 %
0.3 %
Pharmaceuticals
0.6 %
0.8 %
Electrical Equipment
0.5 %
0.6 %
Road and Rail
0.5 %
0.6 %
Technology Hardware, Storage and Peripherals
0.4 %
0.5 %
Energy Equipment and Services
0.4 %
- %
Household Durables
0.3 %
0.4 %
Textiles, Apparel and Luxury Goods
0.1 %
0.1 %
Leisure Products
- %
0.4 %
Electric Utilities
- %
0.3 %
Total
100.0 %
100.0 %
38
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
5. Fair Value of Investments
Fair
value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly
transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that
valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
Inputs
refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.
Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in
pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are
inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information
available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the
investment as of the measurement date. The three levels are defined as follows:
Level
1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level
2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly
observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted
prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately
held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered
directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level
3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments
in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required
to be categorized in the fair value hierarchy. As of September 30, 2022 and as of December 31, 2021, there were no investments accounted
for using the practical expedient.
The
inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s
assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt
and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose
inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar
investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings
before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information
or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding
nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no
additional corroborating evidence.
Pricing
inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent
the amounts that may eventually be realized from sales or other dispositions of investments.
A
financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement.
39
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The
following table presents the fair value hierarchy of investments as of September 30, 2022:
Fair
Value Hierarchy as of September 30, 2022
Investments:
Level
1
Level
2
Level
3
Total
First-lien senior secured debt
$ -
$ 880,256,700
$ -
$ 880,256,700
Second-lien senior secured debt
-
61,411,793
-
61,411,793
Corporate Bond
-
1,501,000
-
1,501,000
CLO Mezzanine
-
15,043,251
-
15,043,251
CLO Equity
-
23,019,636
-
23,019,636
Equity
331,535
-
-
331,535
Short Term Investments
23,948,996
-
-
23,948,996
Total
Investments
$ 24,280,531
$ 981,232,380
$ -
$ 1,005,512,911
The
following table presents the fair value hierarchy of investments as of December 31, 2021:
Fair
Value Hierarchy as of December 31, 2021
Investments:
Level
1
Level
2
Level
3
Total
First-lien senior secured debt
$ -
$ 1,007,407,474
$ -
$ 1,007,407,474
Second-lien senior secured debt
-
64,658,512
-
64,658,512
Corporate Bonds
-
2,947,571
-
2,947,571
Convertible Bond
-
942,069
-
942,069
CLO Mezzanine
-
19,105,394
-
19,105,394
CLO Equity
-
20,253,800
-
20,253,800
Equity
800,000
-
-
800,000
Short Term Investments
78,142,764
-
-
78,142,764
Total
Investments
$ 78,942,764
$ 1,115,314,820
$ -
$ 1,194,257,584
For
the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company did not recognize any transfers to or from
Level 3.
Debt
Not Carried at Fair Value
The
fair value of the BoA Credit Facility and the WF Credit Facility, which would be categorized as Level 3 within the fair value hierarchy
as of September 30, 2022, approximates their respective carrying values because the BoA Credit Facility and WF Credit Facility each have
variable interest based on selected short term rates.
40
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
6. Borrowings
In
accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as
defined in the 1940 Act, are at least 150 % after such borrowing. As of September 30, 2022, the Company’s asset coverage ratio was
159 %.
Bank
of America Credit Facility
On
February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”)
entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”),
Bank of America N.A. as the Administrative Agent (“BofA N.A.”) and BofA Securities, Inc. (“BofA Securities”),
as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the
“BoA Credit Facility”).
Under
the BoA Credit Facility, which matures on February 18, 2025, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate
amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility was $200.0
million as of the closing date of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date,
further increased to $475.0 million on October 12, 2020, and further increased to $725 million on September 29, 2021. The Borrowers’
ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2025. All amounts outstanding under the BoA Credit
Facility are required to be repaid by February 18, 2025. As the Company raises additional capital, we may enter into additional credit
agreements to expand our borrowing capacity.
Debt
obligations under the BoA Credit Facility consisted of the following as of September 30, 2022:
September
30, 2022
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA Credit
Facility
$ 725,000,000
$ 511,000,000
$ 214,000,000
$ 509,843,995
Total
debt
$ 725,000,000
$ 511,000,000
$ 214,000,000
$ 509,843,995
(1) The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2) The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 1.518 million and accrued interest of $ 362 thousand.
Debt
obligations under the BoA Credit Facility consisted of the following as of December 31, 2021:
December 31,
2021
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA
Credit Facility
$ 725,000,000
$ 552,000,000
$ 173,000,000
$ 550,262,297
Total
debt
$ 725,000,000
$ 552,000,000
$ 173,000,000
$ 550,262,297
(1) The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2) The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 1.993 million and accrued interest of $ 255 thousand.
41
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average
debt outstanding under the BoA Credit Facility during the nine months ended September 30, 2022 and September 30, 2021, was $ 554.8 million
and $ 411.7 million, respectively.
The
loans under the BoA Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the
base rate plus 1.30%, and the eurocurrency rate loans will bear interest at 1-month or 3-month LIBOR plus 1.30%. The “base rate”
will be equal to the highest of (a) the federal funds rate plus ½ of 1%, (b) the prime rate, and (c) 1-month or 3-month LIBOR.
The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant to base rate loans is
payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the
Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments
until the four-month anniversary of the Second Amendment to the Credit Agreement. 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 excess of 30% of the BoA Credit Facility. Such fee is payable
quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans
to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the
Credit Agreement).
For
the three and nine months ended September 30, 2022 and September 30, 2021, the components of interest expense with respect to the BoA
Credit Facility were as follows:
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Interest expense
$ 5,242,606
$ 1,570,083
$ 10,627,543
$ 4,632,862
Amortization of debt issuance costs
160,138
130,581
475,193
389,178
Total interest expense
$ 5,402,744
$ 1,700,664
$ 11,102,736
$ 5,022,040
Average interest rate
3.58 %
1.38 %
2.36 %
1.40 %
PS
BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the
BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply
with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the BoA
Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions
relating to affiliated transactions and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility
is U.S. Bank National Administration (“US Bank”). The obligations under the Credit Agreement may be accelerated upon the
occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the
Investment Advisor ceases to serve as investment adviser to the Company.
Wells
Fargo Credit Facility
On
December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding
II” and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan
Agreement”) with certain financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S.
Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF
Credit Facility”).
Under
the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate
amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $ 150.0 million
as of the closing date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate
on December 18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
42
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Debt
obligations under the WF Credit Facility consisted of the following as of September 30, 2022:
September
30, 2022
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
WF Credit
Facility
$ 150,000,000
$ 126,750,000
$ 23,250,000
$ 127,234,719
Total
debt
$ 150,000,000
$ 126,750,000
$ 23,250,000
$ 127,234,719
(1)
The amount available reflects
any limitations related to the WF Credit Facility’s borrowing base.
(2) The carrying value of the
WF Credit Facility is presented net of deferred financing costs of $ 1.136 million and accrued interest of $ 1.621 million.
Debt
obligations under the WF Credit Facility consisted of the following as of December 31, 2021:
December 31,
2021
Aggregate
Principal Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
WF Credit
Facility
$ 150,000,000
$ 100,000,000
$ 50,000,000
$ 99,648,200
Total
debt
$ 150,000,000
$ 100,000,000
$ 50,000,000
$ 99,648,200
(1)
The amount available reflects
any limitations related to the WF Credit Facility’s borrowing base.
(2) The carrying value of the WF Credit Facility is presented net of deferred financing costs of $ 1.4 million and accrued interest of $ 1.048 million.
Average
debt outstanding under the WF Credit Facility during the nine months ended September 30, 2022 and September 30, 2021, was $ 122.3 million
and $ 0 , respectively.
43
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The loans under the WF Credit
Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable,
in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will bear interest at the LIBOR
or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%.
The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement
includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the
administrative agent. Following the Second Amendment of the WF Credit Facility, the Loan Agreement requires the payment of a non-usage
fee of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility
Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1)
daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the
daily unused Facility Amount and 50% of the Facility Amount and (ii) zero and, (z) thereafter, 0.50% multiplied by the lesser of (1)
daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the
daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility
includes the option to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction
amount prior to the one year anniversary of the closing of the WF Credit Facility, and 1.00% thereafter. The applicable percentage for
PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such
term is defined in the Loan Agreement).
The WF Credit Facility was
not drawn upon for the three months ended September 30, 2021 and no average interest rate applied during that period. For the three and
nine months ended September 30, 2022 and September 30, 2021, the components of interest expense with respect to the WF Credit Facility
were as follows:
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Interest expense
$ 1,524,071
$ 191,667
$ 3,228,319
$ 568,750
Amortization of debt issuance costs
88,953
51,186
263,959
151,890
Total interest expense
$ 1,613,024
$ 242,853
$ 3,492,278
$ 720,640
Average interest rate
4.53 %
3.35 %
PS BDC Funding II has pledged
all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S.
Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties
and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities.
Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies
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
II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly
or indirectly own a majority of the membership interests of the Investment Advisor.
44
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 7. Share Transactions
Offering Proceeds
During the nine months ended
September 30, 2022 and September 30, 2021, the Company issued and sold 803,456 shares at an aggregate purchase price of $ 15.2 million
and 2,551,012 shares at an aggregate purchase price of $ 52.5 million, respectively. These amounts include shares issued in reinvestment.
Distribution Reinvestment Plan
The Company has adopted a
dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s
stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares,
a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment
plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock,
rather than receiving cash dividends and distributions.
Prior to a Listing, the Board
will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of
common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of
the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
After a Listing, the Board
intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a
price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection
with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend
to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment
plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including
by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s
need and usage of reinvested funds. The number of newly issued shares to be issued to a participant would be determined by dividing the
total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at
the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions
by US Bank, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated
to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s
common stock purchased with respect to the dividend.
A registered stockholder
may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator
no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through
the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
form.
There will be no brokerage
charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company.
Stockholders who receive
dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences
as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends
will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s
basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally
be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution
will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S.
stockholder’s account.
Participants may terminate
their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s
account under the plan to US Bank. The plan may be terminated by the Company upon notice in writing mailed to each participant at least
30 days prior to any record date for the payment of any dividend by the Company.
If participants withdraw
from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered
to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will
not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
45
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 8. Commitments and Contingencies
As of September 30, 2022
and December 31, 2021, the Company had an aggregate of $ 4.1 million and $ 11.3 million, respectively, of unfunded commitments to provide
debt financing to its portfolio companies. As of each of September 30, 2022 and December 31, 2021, there were no capital calls or draw
requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion
to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements
of credit risk in excess of the amount recognized in the Company’s consolidated statement of assets and liabilities and are not
reflected in the Company’s consolidated statements of assets and liabilities.
A summary of the composition
of the unfunded commitments as of September 30, 2022 is shown in the table below:
As of
Expiration
Date (1)
September 30,
2022
ARC Falcon I Inc.
3/30/2023
$ 636,943
Aveanna Healthcare LLC DDTL
7/15/2023
792,990
Medical Solutions L.L.C.
11/2/2023
690,000
Vocus Group
6/18/2023
2,000,000
Total unfunded commitments
$ 4,119,933
(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
A summary of the composition
of the unfunded commitments as of December 31, 2021 is shown in the table below:
Expiration
Date (1)
As of
December 31,
2021
ARC Falcon I Inc.
3/30/2023
$ 636,943
Aveanna Healthcare LLC DDTL
7/15/2023
754,717
Culligan Water
1/30/2023
706,667
Medical Solutions L.L.C.
11/2/2023
800,000
National Mentor Holdings, Inc.
3/2/2022
430,398
PT Intermediate Holdings III LLC
4/7/2022
2,140,000
RSC Acquisition, Inc.
11/12/2023
3,237,952
Sovos Compliance, LLC
8/12/2023
589,041
Vocus Group
6/18/2023
2,000,000
Total unfunded commitments
$ 11,295,718
(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
From time to time, the Company
may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2022, management
is not aware of any pending or threatened litigation.
46
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 9. Earnings Per Share
In accordance with the provisions
of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available
to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares,
and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of each of September 30,
2022 and September 30, 2021, there were no dilutive shares.
The following table sets forth
the computation of basic and diluted earnings per share of common stock for the three and nine months ended September 30, 2022 and September
30, 2021.
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Net increase (decrease) in net assets resulting
from operations
$ ( 6,755,673 )
$ 4,726,127
$ ( 75,518,591 )
$ 15,107,281
Weighted average shares of common stock outstanding - basic and diluted
23,214,683
14,429,113
22,986,437
13,431,233
Earnings (loss) per share of common stock - basic and diluted
$ ( 0.29 )
$ 0.33
$ ( 3.29 )
$ 1.12
47
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 10. Financial Highlights
The following per share of
common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial
highlights for the nine months ended September 30, 2022 and September 30, 2021:
For the Nine Months
Ended
September 30
2022
2021
Per Common Share Operating Performance
Net Asset Value, Beginning of Period
$ 20.06
$ 20.15
Results of Operations:
Net Investment Income (1)
1.25
1.13
Net Realized and Unrealized
Gain (Loss) on Investments (1)(4)
( 4.50 )
( 0.02 )
Net Increase (Decrease) in Net Assets Resulting from Operations
( 3.25 )
1.11
Distributions to Common Stockholders
Distributions from Net Investment Income
( 0.81 )
( 0.56 )
Net Decrease in Net Assets Resulting from Distributions
( 0.81 )
( 0.56 )
Net Asset Value, End of Period
$ 16.00
$ 20.70
Shares Outstanding, End of Period
23,373,787
15,113,817
Ratio/Supplemental Data
Net assets, end of period
$ 373,908,767
$ 312,927,268
Weighted-average shares outstanding
22,986,437
13,431,233
Total Return (3)
( 16.69 %)
7.15 %
Portfolio turnover
21 %
46 %
Ratio of operating expenses to average net assets without waiver (2)
7.08 %
5.72 %
Ratio of operating expenses to average net assets with waiver (2)
6.83 %
5.47 %
Ratio of net investment income (loss) to average net assets without waiver (2)
8.63 %
7.09 %
Ratio of net investment income (loss) to average net assets with waiver (2)
8.88 %
7.34 %
(1) The per common share data was derived by using weighted average shares outstanding.
(2) The ratios reflect an annualized amount.
(3) Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.
(4) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statements of Operations due to share transactions during the period.
Note 11. Subsequent Events
The Company’s management
has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been
no subsequent events that require recognition or disclosure in these consolidated financial statements.
48
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
The following discussion
and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information
appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,”
“our,” or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking Statements
This quarterly report on
Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue
reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on
current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our
beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,”
“will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “could,” “should,” “targets,” “projects,” and variations of these
words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause
actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
●
our future operating results;
●
our business prospects and the prospects of our portfolio companies;
●
changes in political, economic or industry conditions, the interest
rate environment or conditions affecting the financial and capital markets, including changes from the impact of the novel coronavirus
(SARS-CoV-2) and related respiratory disease (“COVID-19”) pandemic;
●
uncertainty surrounding the financial and political stability of the
United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;
●
the ability of Palmer Square BDC Advisor LLC (our “Investment
Advisor”) to locate suitable investments for us and to monitor and administer our investments;
●
the ability of the Investment Advisor and its affiliates to attract
and retain highly talented professionals;
●
risk associated with possible disruptions in our operations or the
economy generally;
●
the timing of cash flows, if any, from the operations of the companies
in which we invest;
●
the ability of the companies in which we invest to achieve their objectives,
including as a result of the current COVID-19 pandemic;
●
our ability to continue to effectively manage our business due to the
disruptions caused by the current COVID-19 pandemic;
●
the dependence of our future success on the general economy and its
effect on the industries in which we invest;
●
our ability to maintain our qualification as a business development
company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as
amended (the “Code”);
49
●
the use of borrowed money to finance a portion of our investments;
●
the adequacy, availability and pricing of our financing sources and
working capital;
●
actual or potential conflicts of interest with the Investment Advisor
and its affiliates;
●
our contractual arrangements and relationships with third parties;
●
the current economic downturn, interest rate volatility, loss of key
personnel, and the illiquid nature of our investments; and
●
the risks, uncertainties and other factors we identify under “Item
1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.
Although we believe that
the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate,
and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties,
the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation
by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section
entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance
on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty
and do not undertake to update the forward-looking statements.
Overview
We are a financial services
company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies.
We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end
management investment company. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940
Act”) and, beginning with our taxable year ended December 31, 2020, we have elected to be treated as a RIC under Subchapter M of
the Code, and we expect to qualify as a RIC annually.
We are externally managed
by the Investment Advisor, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”)
under the Investment Advisers Act of 1940 (the “Advisers Act”), pursuant to an investment advisory agreement between us and
the Investment Advisor (the “Advisory Agreement”). Subject to the supervision of our Board of Directors (the “Board”),
a majority of which is comprised of directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940
Act (the “Independent Directors”), our Investment Advisor manages our day-to-day operations and provides us with investment
advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator, provides
the administrative services necessary for us to operate pursuant to an administration agreement between us and the Administrator (the
“Administration Agreement”). The Administrator has entered into a sub-administration agreement to delegate certain administrative
functions to U.S. Bancorp Fund Services, LLC. Our Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management
LLC (“Palmer Square”), which is a privately-held firm specializing in global alternative (non-traditional) investments with
a total return orientation.
Our investment objective
is to maximize total return, comprised of current income and capital appreciation. Our current investment focus is guided by two strategies
that facilitate our investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent,
(2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities,
including the equity and junior debt tranches of CLOs. To a limited extent, we may enter into derivatives transactions, which may utilize
instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations
in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates or to earn income
and enhance our total returns. We may also receive or purchase warrants or rights to acquire equity or other securities in connection
with making a debt investment in a company. We will continue to evaluate other investment strategies in the ordinary course of business
with no specific top-down allocation to any single investment strategy.
50
Revenues
We generate revenue
primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments
generally bear interest at a floating rate usually determined on the basis of a benchmark such as the London Interbank Offered Rate (“LIBOR”).
Interest on debt securities is generally payable quarterly or semi-annually. In some instances, we receive payments on our debt investments
based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior
to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period.
Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination,
amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses
include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses
under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our
operations and transactions, including:
●
interest expense and other costs associated with our indebtedness;
●
the cost of calculating our net asset value, including the cost of
any third-party valuation services;
●
the cost of effecting sales and repurchases of shares of our common
stock and other securities;
●
fees payable to third parties relating to making investments, including
our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated
with performing due diligence and reviews of prospective investments;
●
transfer agent and custodial fees;
●
operating costs incurred prior to the commencement of our operations;
●
out-of-pocket fees and expenses associated with marketing efforts;
●
federal and state registration fees and any stock exchange listing
fees;
●
U.S. federal, state and local taxes;
●
Independent Directors’ fees and expenses;
●
brokerage commissions and markups;
●
fidelity bond, directors’ and officers’ liability insurance
and other insurance premiums;
●
direct costs, such as printing, mailing, long distance telephone and
staff;
●
fees and expenses associated with independent audits and outside legal
costs;
●
costs associated with our reporting and compliance obligations under
the 1940 Act and other applicable U.S. federal and state securities laws; and
●
other expenses incurred by the Administrator or us in connection with
administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject
to the review and approval of our Board) of overhead, including rental expenses.
51
Portfolio and Investment Activity
As of September 30, 2022,
our weighted average total yield to maturity of debt and income producing securities at fair value was 11.18%, and our weighted average
total yield to maturity of debt and income producing securities at amortized cost was 8.65%.
As of December 31, 2021,
our weighted average total yield to maturity of debt and income producing securities at fair value was 5.77%, and our weighted average
total yield to maturity of debt and income producing securities at amortized cost was 5.91%.
As of September 30, 2022,
we had 211 debt and equity investments in 181 portfolio companies with an aggregate fair value of approximately $1.0 billion.
As of December 31, 2021,
we had 240 debt and equity investments in 212 portfolio companies with an aggregate fair value of approximately $1.1 billion.
Our investment activity for
the three and nine months ended September 30, 2022 and September 30, 2021 is presented below (information presented herein is at amortized
cost unless otherwise indicated).
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
2022
2021
2022
2021
New investments:
Gross investments
$ 6,265,144
$ 244,519,903
$ 227,650,962
$ 521,946,955
Less: sold investments
(53,923,739 )
(84,715,634 )
(258,148,610 )
(304,891,295 )
Total new investments
(47,658,595 )
159,804,269
(30,497,648 )
217,055,660
Principal amount of investments funded:
First-lien senior secured debt investments
$ 6,265,144
$ 236,084,903
$ 195,933,304
$ 502,801,955
Second-lien senior secured debt investments
-
8,435,000
19,102,118
16,407,500
Convertible bonds
-
-
3,728,289
1,025,000
Collateralized securities and structured products - debt
-
-
-
1,212,500
CLO Equity
-
-
8,887,251
-
Common Stock
-
-
-
500,000
Total principal amount of investments funded
6,265,144
244,519,903
227,650,962
521,946,955
Principal amount of investments sold or repaid:
First-lien senior secured debt investments
46,586,869
83,893,728
237,007,225
287,756,437
Second-lien senior secured debt investments
2,495,938
820,806
11,930,854
8,324,984
Corporate Bonds
(809 )
-
999,911
-
Convertible bonds
3,751,313
1,100
4,750,262
1,918
CLO Equity
897,842
-
1,903,654
-
Collateralized securities and structured products - debt
(23,079 )
-
1,341,039
8,807,956
Common Stock
215,665
-
215,665
-
Total principal amount of investments sold or repaid
53,923,739
84,715,634
258,148,610
304,891,295
52
Our investment activity for
the three and nine months ended September 30, 2022 and September 30, 2021 is presented below (information presented herein is at Par unless
otherwise indicated). New investment commitment refers to funded commitments in new securities made during the period that remained outstanding
as of September 30, 2022 and September 30, 2021 respectively.
For the
Three Months Ended
September 30
For the
Nine Months Ended
September 30
2022
2021
2022
2021
Number of new investment commitments
1
41
32
114
Average new investment commitment amount
$ 339,003
$ 3,911,723
$ 4,785,982
$ 3,878,121
Weighted average maturity for new investment commitments
5.75 years
5.61 years
6.30 years
5.65 years
Percentage of new debt investment commitments at floating
rates
100.00 %
100.00 %
100.00 %
99.77 %
Percentage of new debt investment commitments at fixed
rates
0.00 %
0.00 %
0.00 %
0.23 %
Weighted average interest
rate of new investment commitments (1)
6.80 %
4.80 %
7.92 %
4.72 %
Weighted average spread
over reference rate of new floating rate investment commitments (2)
3.75 %
4.25 %
4.91 %
4.14 %
Weighted average interest rate on investment sold or paid
down
5.88 %
3.95 %
4.94 %
4.22 %
(1)
New CLO equity investments do not have an ascribed interest rate, and
are therefore excluded from the calculation.
(2)
Variable rate loans bear interest at a rate that may be determined
by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing
Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on
the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include
the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans
that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based
on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
As of September 30, 2022
and December 31, 2021, our investments consisted of the following:
September 30, 2022
December 31, 2021
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 961,549,213
$ 880,256,700
$ 1,003,839,402
$ 1,007,407,474
Second-lien senior secured debt
71,488,717
61,411,793
64,317,453
64,658,512
Corporate Bonds
1,883,686
1,501,000
2,883,596
2,947,571
Convertible Bond
-
-
1,021,974
942,069
CLO Mezzanine
17,566,250
15,043,251
18,907,287
19,105,394
CLO Equity
27,084,772
23,019,636
20,101,177
20,253,800
Equity
284,335
331,535
500,000
800,000
Short-term investments
23,948,996
23,948,996
78,142,764
78,142,764
Total Investments
$ 1,103,805,969
$ 1,005,512,911
$ 1,189,713,653
$ 1,194,257,584
53
The table below describes
investments by industry composition based on fair value as of September 30, 2022 and December 31, 2021:
September 30,
2022
December 31,
2021
Software
12.3 %
10.2 %
Healthcare Providers and Services
10.8 %
10.8 %
IT Services
8.9 %
9.4 %
Professional Services
6.1 %
6.4 %
Insurance
6.1 %
5.7 %
Hotels, Restaurants and Leisure
3.7 %
3.5 %
Building Products
3.7 %
3.0 %
Media
3.1 %
3.9 %
Chemicals
2.9 %
2.2 %
Independent Power and Renewable Electricity Producers
2.8 %
3.1 %
Aerospace and Defense
2.5 %
0.9 %
Construction and Engineering
2.5 %
1.7 %
Cash and Cash Equivalents
2.4 %
6.5 %
Diversified Financial Services
2.3 %
1.8 %
Structured Subordinated Note
2.3 %
1.7 %
Healthcare Technology
2.1 %
2.1 %
Metals and Mining
2.0 %
1.5 %
Containers and Packaging
2.0 %
1.8 %
Auto Components
1.9 %
1.5 %
Oil, Gas and Consumable Fuels
1.7 %
3.0 %
Structured Note
1.5 %
1.6 %
Diversified Telecommunication Services
1.4 %
1.4 %
Food Products
1.4 %
1.1 %
Specialty Retail
1.3 %
1.2 %
Electronic Equipment, Instruments and Components
1.3 %
1.1 %
Healthcare Equipment and Supplies
1.3 %
2.0 %
Commercial Services and Supplies
1.1 %
1.5 %
Internet Software and Services
1.1 %
1.3 %
Airlines
1.1 %
1.3 %
Diversified Consumer Services
1.0 %
0.8 %
Industrial Conglomerates
0.8 %
0.8 %
Real Estate Management and Development
0.6 %
0.6 %
Wireless Telecommunication Services
0.6 %
0.6 %
Machinery
0.6 %
0.3 %
Pharmaceuticals
0.6 %
0.8 %
Electrical Equipment
0.5 %
0.6 %
Road and Rail
0.5 %
0.6 %
Technology Hardware, Storage and Peripherals
0.4 %
0.5 %
Energy Equipment and Services
0.4 %
- %
Household Durables
0.3 %
0.4 %
Textiles, Apparel and Luxury Goods
0.1 %
0.1 %
Leisure Products
- %
0.4 %
Electric Utilities
- %
0.3 %
Total
100.0 %
100.0 %
54
The table below shows the
weighted average yields and interest rate of our debt investments at fair value as of September 30, 2022 and December 31, 2021:
September 30,
2022
December 31,
2021
Weighted average total yield of debt and income producing
securities
11.18 %
5.77 %
Weighted average interest rate of
debt and income producing securities (1)
7.51 %
4.80 %
Weighted average spread over reference
rate of all floating rate investments (2)
4.45 %
4.31 %
(1)
CLO equity securities are considered income producing securities but
do not have an ascribed interest rate, and therefore are excluded from the calculation
(2)
Variable rate loans bear interest at a rate that may be determined
by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing
Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on
the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include
the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans
that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based
on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
Results of Operations
The following table represents
the operating results for the three and nine months ended September 30, 2022 and September 30, 2021:
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Total investment income
$ 19,973,554
$ 8,875,949
$ 50,725,754
$ 26,420,053
Less: Net expenses
9,521,115
3,966,032
22,053,212
11,276,184
Net investment income
10,452,439
4,909,917
28,672,542
15,143,869
Net realized gains (losses) on investments
(496,697 )
489,555
(1,353,321 )
4,335,050
Net change in unrealized gains (losses)
on investments
(16,711,415 )
(673,345 )
(102,837,812 )
(4,371,638 )
Net increase (decrease)
in net assets resulting from operations
$ (6,755,673 )
$ 4,726,127
$ (75,518,591 )
$ 15,107,281
Investment Income
Investment income for the
three and nine months ended September 30, 2022 and September 30, 2021, was as follows:
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Interest from investments
$ 19,718,478
$ 8,722,685
$ 50,266,810
$ 25,917,343
Dividend income
223,816
2,775
278,529
5,412
Other income
31,260
150,489
180,415
497,298
Total investment income
$ 19,973,554
$ 8,875,949
$ 50,725,754
$ 26,420,053
55
For the three and nine months ended September 30, 2022 and September
30, 2021, total investment income was driven by interest income from our investments. The size of our investment portfolio at fair value
decreased from $1.12 billion as of December 31, 2021 to $981.6 million as of September 30, 2022. The size of our investment portfolio
at fair value increased from $600.1 million as of December 31, 2020 to $812.7 million as of September 30, 2021. All debt and short-term
investments were income producing, and there were no loans on non-accrual status as of September 30, 2022.
Expenses
Operating expenses for the
three and nine months ended September 30, 2022 and September 30, 2021, were as follows:
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Interest expense
$ 7,015,768
$ 1,943,517
$ 14,595,014
$ 5,742,680
Management fees
2,000,103
1,490,796
6,455,899
4,123,665
Other operating expenses
736,353
697,904
1,753,190
1,865,461
Directors fees
18,904
20,164
56,096
59,836
Management fee waiver
(250,013 )
(186,349 )
(806,987 )
(515,458 )
Net expenses
$ 9,521,115
$ 3,966,032
$ 22,053,212
$ 11,276,184
Net expenses for the three
months ended September 30, 2022 were $9.5 million, which consisted of $7.0 million in interest expense, $2.0 million in management fees,
$736 thousand in other operating expenses, and $19 thousand in directors fees offset by $250 thousand in management fee waiver from the
Investment Advisor. Net expenses for the nine months ended September 30, 2022 were $22.1 million, which consisted of $14.6 million in
interest expense, $6.5 million in management fees, $1.8 million in other operating expenses, and $56 thousand in directors fees offset
by $807 thousand in management fee waiver from the Investment Advisor.
Net expenses for the three
months ended September 30, 2021 were $4.0 million, which consisted of $1.9 million in interest expense, $1.5 million in management fees,
$698 thousand in other operating expenses, and $20 thousand in directors fees offset by $186 thousand in management fee waiver from the
Investment Advisor. Net expenses for the nine months ended September 30, 2021 were $11.3 million, which consisted of $5.7 million in interest
expense, $4.1 million in management fees, $1.9 million in other operating expenses, and $60 thousand in directors fees, offset by $515
thousand in management fee waiver from the Investment Advisor.
The increase in expenses for
the nine months ended September 30, 2022 compared to the same period in the prior year was primarily due to increased leverage and increased
management fees.
56
Net Change in Unrealized Gains (Losses) on
Investments
We fair value our portfolio
investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended
September 30, 2022 and September 30, 2021, net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the Three Months
Ended
September 30
For the Nine Months
Ended
September 30
2022
2021
2022
2021
Unrealized gains on investments
$ 9,137,422
$ 490,866
$ 995,687
$ 6,061,972
Unrealized (losses) on investments
(25,848,837 )
(1,164,211 )
(103,833,499 )
(10,433,610 )
Net change in unrealized gains (losses) on investments
$ (16,711,415 )
$ (673,345 )
$ (102,837,812 )
$ (4,371,638 )
The change in unrealized depreciation for the three months ended September
30, 2022 and September 30, 2021 totaled $16.7 million and $673 thousand, respectively. For the three months ended September 30, 2022,
this consisted of unrealized depreciation of $17.7 million related to existing portfolio investments and unrealized depreciation of $0
related to new portfolio investments, and net unrealized appreciation of $1.0 million related to exited portfolio investments (a portion
of which has been reclassified to realized gains). For the three months ended September 30, 2021, this consisted of net unrealized appreciation
of $0.4 million related to existing portfolio investments and unrealized appreciation of $0.7 million related to new portfolio investments,
and net unrealized depreciation of $1.8 million related to exited portfolio investments (a portion of which has been reclassified to realized
gains).
The change in unrealized depreciation for the nine months ended September
30, 2022 and September 30, 2021 totaled $102.8 million and $4.4 million, respectively. For the nine months ended September 30, 2022, this
consisted of unrealized depreciation of $91.2 million related to existing portfolio investments and unrealized depreciation of $10.5 million
related to new portfolio investments, and net unrealized depreciation of $1.1 million related to exited portfolio investments (a portion
of which has been reclassified to realized gains). For the nine months ended September 30, 2021, this consisted of net unrealized depreciation
of $0.1 million related to existing portfolio investments and unrealized appreciation of $4.1 million related to new portfolio investments,
and net unrealized depreciation of $8.4 million related to exited portfolio investments (a portion of which has been reclassified to realized
gains).
Financial Condition, Liquidity and Capital
Resources
We anticipate cash to be
generated from the private offering of our common stock and other future offerings of securities (including an initial public offering),
and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S. government
securities and other high-quality debt investments that mature in one year or less. Additionally, we are permitted, under specified conditions,
to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the
1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise equity capital
on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while any indebtedness
and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares
unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection with borrowings, our
lenders, including under the BoA Credit Facility and the WF Credit Facility, may require us to pledge assets, investor commitments to
fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may ask us to comply with positive or negative
covenants that could have an effect on our operations.
57
During the nine months ended
September 30, 2022, we experienced a net increase in cash and cash equivalents of $3.1 million. During the period, net cash provided by
operating activities was $26.6 million, primarily as a result of proceeds received from sale of investments of $258.1 million, partially
offset by fundings of portfolio investments (excluding investments in short-term money market funds) of $227.7 million. We invested in
short-term money market funds during the period, and as of the end of the period we held $23.9 million in fair value of short-term money
market funds. During the same period, net cash used in financing activities was $23.5 million, primarily consisting of $14.3 million of
net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $14.1 million, partially offset
by proceeds from the issuance of common stock of $4.8 million.
During the nine months ended
September 30, 2021, we experienced a net increase in cash and cash equivalents of $10.3 million. During the period, net cash used in
operating activities was $61.3 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term
money market funds) of $521.9 million, partially offset by proceeds received from sale of investments of $309.4 million. We invested
in short-term money market funds during the period, and as of the end of the period we held $64.4 million in fair value of short-term
money market funds. During the same period, net cash provided by financing activities was $71.6 million, primarily consisting of $33.0
million of net borrowing under the Credit Facility and proceeds from the issuance of common stock of $45.5 million, partially offset
by distributions paid in cash of $4.8 million.
As of September 30, 2022 and September 30, 2021,
we had cash and cash equivalents of $4.2 million and $11.0 million, respectively. As of September 30, 2022, we had $511.0 million principal
outstanding under the BoA Credit Facility and $126.8 million principal outstanding under the WF Credit Facility. As of September 30,
2021, we had $427.5 million principal outstanding under the BoA Credit Facility and no principal outstanding under the WF Credit Facility.
During the nine months ended
September 30, 2022 and September 30, 2021, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
September 30, 2022
September 30, 2021
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Capital
Commitments
Unfunded
Capital
Commitments (1)
% of Capital
Commitments
Funded
Common stock
$ 4,823,801
$ -
100 %
$ 163,470,019
$ 117,921,245
28 %
(1)
100% of the unfunded commitments were drawn down in July 2021.
As a BDC, we are required
to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any
preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt
and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of September 30,
2022, our asset coverage ratio was 159%.
Capital Contributions
During the nine months ended
September 30, 2022 and September 30, 2021, the Company issued and sold 803,456 shares at an aggregate purchase price of $15.2 million
and 2,551,012 shares at an aggregate purchase price of $52.5 million, respectively. These amounts include shares issued in reinvestment.
58
Financing Arrangements
Bank of America Credit Facility
On February 18, 2020, we,
through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding I LLC (“PS BDC Funding” and together with the
Company, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions
as lenders (the “Lenders”), Bank of America N.A. as the administrative agent (“BofA N.A.”) and BofA Securities,
Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide us with
a revolving line of credit (the “BoA Credit Facility”).
Under the BoA Credit Facility,
which matures on February 18, 2025, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment
(as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date
of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million
on October 12, 2020, and further increased to $725 million on September 29, 2021. The Borrowers’ ability to draw under the BoA
Credit Facility is scheduled to terminate on February 11, 2025. All amounts outstanding under the BoA Credit Facility are required to
be repaid by February 18, 2025.
The loans under the BoA Credit
Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the base rate plus 1.30%, and the
eurocurrency rate loans will bear interest at LIBOR plus 1.30%. The “base rate” will be equal to the highest of (a) the federal
funds rate plus 0.5%, (b) the prime rate and (c) LIBOR. The Credit Agreement includes fallback language in the event that LIBOR becomes
unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable
either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment
of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the Second Amendment to the Credit Agreement.
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
excess of 30% of the BoA Credit Facility. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible
Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding
Excluded Amounts) (as each such term is defined in the Credit Agreement).
PS BDC Funding has pledged
all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both
the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants,
reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject
to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions
and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank National Administration.
The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement,
including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to
the Company.
As of September 30, 2022,
we had $511.0 million principal outstanding and $214.0 million of available Commitments under the BoA Credit Facility, and PS BDC Funding
was in compliance with the applicable covenants in the BoA Credit Facility on such date.
59
Wells Fargo Credit Facility
On December 18, 2020, we,
through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together with
the Company, the “WF Borrowers”), entered into a Loan and Security Agreement (the “Loan Agreement”) with certain
financial institutions as lenders (the “WF Lenders”), Wells Fargo Bank, National Association as the administrative agent
(“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and Custodian, pursuant to which
the WF Lenders agreed to provide us with a line of credit (the “WF Credit Facility”).
Under the WF Credit Facility,
which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate amount up to the
Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $150.0 million as of the closing
date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate on December
18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
The loans under the WF Credit
Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable,
in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will bear interest at the LIBOR
or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%.
The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.5% and (b) the prime rate. The Loan Agreement
includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the
administrative agent. Following the Second Amendment of the WF Credit Facility, the Loan Agreement requires the payment of a non-usage
fee of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility
Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1)
daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the
daily unused Facility Amount and 50% of the Facility Amount and (ii) zero, and, (z) thereafter, 0.50% multiplied by the lesser of (1)
daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the
daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility
includes the option to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction
amount prior to the one year anniversary of the closing of the WF Credit Facility, and 1.00% thereafter. The applicable percentage for
PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such
term is defined in the Loan Agreement).
PS BDC Funding II has pledged
all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S.
Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties
and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities.
Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies
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
II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly
or indirectly own a majority of the membership interests of the Investment Advisor.
As of September 30, 2022,
we had $126.8 million outstanding and $23.2 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was
in compliance with the applicable covenants in the WF Credit Facility on such date.
Distribution Policy
To the extent that we have
income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined
by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.
60
We have elected to be treated,
and intend to operate in a manner so as to continuously qualify, as a RIC under the Code. To obtain and maintain RIC tax treatment, among
other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of
the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment
company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes
imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least
equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year;
(2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses,
generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income
for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain
applicable provisions of the Code and U.S. Treasury regulations, distributions payable in cash or in shares of stock at the election
of the stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will
apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this
guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated
among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions
consistent with this guidance that are payable in part in stock, taxable stockholders receiving such dividends will be required to include
the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term
capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated
earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to
such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales
proceeds may be less than the amount included in income with respect to the dividend, depending on the value of our stock at the time
of the sale. Furthermore, with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such
dividends, including in respect of all or a portion of such dividend that is payable in stock.
For these excise tax purposes,
we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S. federal income
tax. Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution
in the following calendar year, and pay any applicable U.S. federal excise tax. We may not be able to achieve results that will permit
the payment of cash distributions.
We currently intend to distribute
net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the
assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur
a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders. If this
happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the
capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders would be eligible to
claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. We may not be able
to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited
from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such
distributions are limited by the terms of any of our borrowings.
We have adopted a dividend
reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a
stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then
stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions
automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.
Prior to a Listing, the Board
will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of
common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of
the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
61
After a Listing, the Board
intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a
price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection
with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend
to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment
plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including
by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s
need and usage of reinvested funds. The number of newly issued shares to be issued to a participant would be determined by dividing the
total dollar amount of the dividend payable to such stockholder by the market price per share of our common stock at the close of regular
trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by US Bank, the
plan administrator and our transfer agent, registrar, and dividend disbursing agent, will be allocated to a participant based upon the
average purchase price, excluding any brokerage charges or other charges, of all shares of our common stock purchased with respect to
the dividend.
A registered stockholder
may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator
no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through
the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
form.
Critical Accounting Estimates
Our consolidated financial
statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting periods.
Critical accounting estimates
are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need
to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. The preparation
of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates
could cause actual results to differ. In addition to the discussion below, we have described our critical accounting estimates in the
notes to our consolidated financial statements.
Valuation of Portfolio Investments
In
December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to either
(i) choose to continue to determine fair value in good faith, or (ii) designate its investment adviser as the valuation designee tasked
with determining fair value in good faith, subject to the board’s oversight. Our Board has designated the Investment Advisor to
serve as our valuation designee effective August 11, 2022.
We value investments for which market quotations are readily available
at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation
service at 4:00 P.M. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be
valued at the mean between the last available bid and ask prices as reported by an independent, third-party pricing service on the date
of determination (unless the prices provided by the pricing service is believed by the Investment Advisor to be unreliable or a significant
event has occurred subsequent to the provision of the prices that the Investment Adviser determines will affect the fair value of the
securities). Debt and equity securities whose market prices are not readily available (or for which either of the events noted in the
parenthetical immediately above occur) are valued at fair value by the Investment Advisor. Such determination of fair values may involve
subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio
investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once
annually. With respect to unquoted securities, our Investment Advisor will value each investment considering, among other measures, discounted
cash flow models, comparisons of financial ratios of peer companies that are public and other factors. With respect to Level 3 assets,
we intend to retain one or more independent providers of financial advisory services to assist the Investment Advisor by performing certain
limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.
62
When an external event such
as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable
company, the Investment Advisor will use the pricing indicated by the external event in connection with its fair valuation determination
process. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to
value many of our portfolio investments at fair value as determined in good faith by the Investment Advisor using a documented valuation
policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that
do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have
been used had readily available market quotations existed for such investments, and the differences could be material.
Net Realized Gains or Losses and Net Change
in Unrealized Appreciation or Depreciation
We measure realized gains
or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without
regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties.
Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period,
including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Realized gains
and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified
cost basis method for financial reporting.
Related Party Transactions
We have entered into the
Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator).
Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an interested member of our Board, have an indirect pecuniary interest in the Investment
Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by Palmer Square. See
“ Note 3. Agreements and Related Party Transactions – Administration Agreement ” and “ – Investment
Advisory Agreement ” in the notes to the accompanying consolidated financial statements.
63
Contractual Obligations
We have certain contracts
under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance
with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated
at an annual rate of 2.0% of the average value of the weighted average of our total net assets at the end of the two most recently completed
quarters and (b) an incentive fee based on our performance. The Investment Advisor has agreed to waive its right to receive management
fees in excess of 1.75% of the total net assets during any period prior to a Listing. We have entered into an Administration Agreement
with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office
facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with
other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.
A summary of our significant
contractual payment obligations related to the repayment of our outstanding indebtedness at September 30, 2022 is as follows:
Payments Due by Period
Total
Less than
1 year
1-3 years
3-5 years
After
5 years
BoA Credit Facility, Net
$ 509,843,995
$ -
$ 509,843,995
$ -
$ -
WF Credit Facility, Net
127,234,719
-
-
127,234,719
-
Total contractual obligations
$ 637,078,714
$ -
$ 509,843,995
$ 127,234,719
$ -
Off-Balance Sheet Arrangements
Unfunded commitments to provide
funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may
be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily
represent future cash requirements. As of September 30, 2022 and December 31, 2021, we had four unfunded commitments totaling $4.1 million,
and nine unfunded commitments totaling $11.3 million, respectively. See “Note 8. Commitments and Contingencies” in
the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we
maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these
unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.
Other than contractual commitments
and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
We are subject to financial
market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from
changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will
be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance
that a significant change in market interest rates will not have a material adverse effect on our net investment income.
64
Assuming that the consolidated
statements of assets and liabilities as of September 30, 2022 were to remain constant and that we took no actions to alter our existing
interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rate.
Change in Interest Rates
Increase
(Decrease)
in Interest
Income
Increase
(Decrease)
in Interest
Expense
Net
Increase
(Decrease)
in Net
Investment
Income
Down 25 basis points
$ (2,580,189 )
$ (1,594,375 )
$ (985,814 )
Up 100 basis points
10,341,195
6,377,500
3,963,695
Up 200 basis points
20,631,356
12,755,000
7,876,356
Up 300 basis points
30,690,159
19,132,500
11,557,659
The data in the table are
based on our current statement of assets and liabilities. As of September 30, 2022, the Company had $5.45 million in net purchases that
had not yet settled and $4.1 million in unfunded commitments. After settlement of these purchases, the change in interest expense will
be larger as a result of the increase in the amount borrowed under the BoA Credit Facility or WF Credit Facility, as applicable. The
table does not include any change in dividend income from our money market investments.
In addition, any investments
we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These
risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign
exchange controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies
involved.
We measure exposure to interest
rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations
by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit
default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes
in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of
investments with fixed interest rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of
the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial
Reporting
There have been no changes
in our internal control over financial reporting during our fiscal quarter ended September 30, 2022 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
65
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject
to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time,
we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement
of our rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors.
There have been no material
changes during the nine months ended September 30, 2022 to the risk factors discussed in Item 1A. Risk Factors of our annual report
on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
During the nine months ended
September 30, 2022, the Company issued and sold 803,456 shares of its common stock at an aggregate purchase price of $15.2 million. These
amounts include shares issued in reinvestment. The issuance of the shares of common stock was exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and Rule 506(b) of Regulation
D thereof. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was
an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising,
and did not offer securities to the public, in connection with such issuances and sales.
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
66
Item 6. Exhibits.
The exhibits required by
this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
3.1
Form
of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration
Statement on Form 10 (File No. 000-56126) filed on January 16, 2020)
3.2
Bylaws
(Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No. 000-56126) filed on November
27, 2019)
31.1*
Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2*
Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1*
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
*
Filed herewith
67
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Palmer Square Capital BDC Inc.
Date: November 10, 2022
/s/ Christopher D. Long
Name:
Christopher D. Long
Title:
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November 10, 2022
/s/ Jeffrey D. Fox
Name:
Jeffrey D. Fox
Title:
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
68
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.