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 June 30, 2023
☐ 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, a smaller reporting company or an emerging
growth 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 August 10, 2023, the
registrant had 25,794,111 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 June 30, 2023 (Unaudited) and December 31, 2022
1
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and June 30, 2022 (Unaudited)
2
Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2023 and June 30, 2022 (Unaudited)
3
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and June 30, 2022 (Unaudited)
4
Consolidated Schedules of Investments as of June 30, 2023 (Unaudited) and December 31, 2022
5
Notes to Consolidated Financial Statements (Unaudited)
21
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
54
Item 4.
Controls and Procedures
55
PART II.
OTHER
INFORMATION
56
Item 1.
Legal Proceedings
56
Item 1A.
Risk Factors
56
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
56
Item 3.
Defaults Upon Senior Securities
56
Item 4.
Mine Safety Disclosures
56
Item 5.
Other Information
56
Item 6.
Exhibits
57
Signatures
58
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Palmer Square Capital BDC Inc.
Consolidated Statements of Assets and Liabilities
(Unaudited)
June
30,
2023
(Unaudited)
December
31,
2022
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $ 1,141,176,211 and $ 1,120,099,935 , respectively)
$ 1,062,844,207
$ 1,017,211,732
Cash and cash
equivalents
6,736,588
1,650,801
Receivables:
Receivable for
sales of investments
-
31,014,356
Receivable for
paydowns of investments
611,650
136,119
Due from investment
adviser
255,752
234,102
Dividend receivable
400,071
141,997
Interest receivable
7,573,724
6,465,594
Prepaid expenses
and other assets
3,201,409
598,327
Total Assets
$ 1,081,623,401
$ 1,057,453,028
Liabilities:
Credit facilities,
net (Note 6)
$ 627,365,482
$ 641,309,417
Payables:
Payable for investments
purchased
24,762,596
42,750,748
Distributions
payable
-
6,941,066
Management fee
payable
2,046,014
1,872,815
Accrued other
general and administrative expenses
920,513
1,135,500
Total Liabilities
$ 655,094,605
$ 694,009,546
Commitments
and contingencies (Note 8)
Net Assets:
Common Shares, $ 0.001 par value; 450,000,000 shares authorized; 25,772,963 and 24,286,628 as of June 30, 2023 and December 31, 2022, respectively issued and outstanding
$ 25,773
$ 24,287
Additional paid-in
capital
498,159,589
473,921,377
Total distributable
earnings (accumulated deficit)
( 71,656,566 )
( 110,502,182 )
Total Net
Assets
$ 426,528,796
$ 363,443,482
Total Liabilities
and Net Assets
$ 1,081,623,401
$ 1,057,453,028
Net Asset Value Per Common
Share
$ 16.55
$ 14.96
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
June 30
For the
Six Months Ended
June 30
2023
2022
2023
2022
Income:
Investment income
from non-controlled, non-affiliated investments:
Interest
income
$ 26,166,621
$ 16,391,059
$ 51,619,359
$ 30,548,332
Dividend income
1,142,016
50,067
1,818,884
54,713
Other income
133,227
56,115
189,122
149,155
Total investment
income from non-controlled, non-affiliated investments
27,441,864
16,497,241
53,627,365
30,752,200
Total Investment
Income
27,441,864
16,497,241
53,627,365
30,752,200
Expenses:
Interest expense
10,874,884
4,428,234
21,197,013
7,579,246
Management fees
2,046,014
2,197,833
3,958,241
4,455,795
Professional
fees
207,282
139,978
419,276
278,418
Directors fees
18,699
18,699
37,192
37,192
Other general
and administrative expenses
350,618
437,693
717,624
738,420
Total Expenses
13,497,497
7,222,437
26,329,346
13,089,071
Less:
Management fee waiver (Note 3)
( 255,752 )
( 274,729 )
( 494,780 )
( 556,974 )
Net expenses
13,241,745
6,947,708
25,834,566
12,532,097
Net Investment
Income (Loss)
14,200,119
9,549,533
27,792,799
18,220,103
Realized
and unrealized gains (losses) on investments and foreign currency transactions
Net realized
gains (losses):
Non-controlled,
non-affiliated investments
( 2,570 )
( 486,754 )
( 320,015 )
( 856,624 )
Total net
realized gains (losses)
( 2,570 )
( 486,754 )
( 320,015 )
( 856,624 )
Net change in
unrealized gains (losses):
Non-controlled,
non-affiliated investments
9,743,113
( 74,394,896 )
24,556,200
( 86,126,397 )
Total net
change in unrealized gains (losses)
9,743,113
( 74,394,896 )
24,556,200
( 86,126,397 )
Total realized
and unrealized gains (losses)
9,740,543
( 74,881,650 )
24,236,185
( 86,983,021 )
Net Increase
(Decrease) in Net Assets Resulting from Operations
$ 23,940,662
$ ( 65,332,117 )
$ 52,028,984
( 68,762,918 )
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.56
$ 0.42
$ 1.11
0.80
Basic and diluted net increase (decrease) in net assets resulting from operations
$ 0.94
$ ( 2.85 )
$ 2.08
( 3.01 )
Weighted Average Common Shares Outstanding - Basic and Diluted
25,453,970
22,932,390
25,025,158
22,870,423
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
June 30
For the
Six Months Ended
June 30
2023
2022
2023
2022
Increase
(Decrease) in Net Assets Resulting from Operations:
Net
investment income (loss)
$ 14,200,119
$ 9,549,533
$ 27,792,799
$ 18,220,103
Net realized
gains (losses) on investments and foreign currency transactions
( 2,570 )
( 486,754 )
( 320,015 )
( 856,624 )
Net change in unrealized
gains (losses) on investments, foreign currency translations, and
foreign currency exchange contracts
9,743,113
( 74,394,896 )
24,556,200
( 86,126,397 )
Net
Increase (Decrease) in Net Assets Resulting from Operations
23,940,662
( 65,332,117 )
52,028,984
( 68,762,918 )
Decrease
in Net Assets Resulting from Stockholder Distributions
Dividends
and distributions to stockholders
( 13,183,368 )
( 8,439,969 )
( 13,183,368 )
( 8,439,969 )
Net
Decrease in Net Assets Resulting from Stockholder Distributions
( 13,183,368 )
( 8,439,969 )
( 13,183,368 )
( 8,439,969 )
Increase
in Net Assets Resulting from Capital Share Transactions
Issuance of common
shares
6,200,000
-
17,304,225
4,823,801
Reinvestment
of distributions
6,935,473
5,014,831
6,935,473
5,014,831
Net
Increase in Net Assets Resulting from Capital Share Transactions
13,135,473
5,014,831
24,239,698
9,838,632
Total Increase
(Decrease) in Net Assets
23,892,767
( 68,757,255 )
63,085,314
( 67,364,255 )
Net
Assets, Beginning of Period
402,636,029
454,190,588
363,443,482
452,797,588
Net
Assets, End of Period
$ 426,528,796
$ 385,433,333
$ 426,528,796
$ 385,433,333
The accompanying notes are an integral part of
these consolidated financial statements.
3
Palmer Square Capital BDC Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended
June 30
2023
2022
Cash Flows from Operating
Activities:
Net
increase (decrease) in net assets resulting from operations
$ 52,028,984
$ ( 68,762,918 )
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
320,015
856,624
Net change in
unrealized (gains)/losses on investments
( 24,556,200 )
86,126,397
Net accretion
of discount on investments
( 856,346 )
( 247,902 )
Purchases of
short-term investments
( 360,234,199 )
( 234,006,408 )
Purchases of
portfolio investments
( 110,130,547 )
( 221,385,705 )
Proceeds from
sale of short-term investments
313,870,724
286,171,413
Proceeds from
sale of portfolio investments
135,954,079
204,224,871
Amortization
of deferred financing cost
494,302
490,060
Increase/(decrease)
in operating assets and liabilities:
(Increase)/decrease
in receivable for sales of investments
31,014,356
3,640,199
(Increase)/decrease
in interest and dividends receivable
( 1,366,204 )
( 2,515,729 )
(Increase)/decrease
in due from investment adviser
( 21,650 )
6,011
(Increase)/decrease
in receivable for paydowns of investments
( 475,531 )
( 1,188,404 )
(Increase)/decrease
in prepaid expenses and other assets
( 2,603,082 )
( 193,537 )
Increase/(decrease)
in interest payable on credit facilities
2,586,844
419,535
Increase/(decrease)
in payable for investments purchased
( 17,988,152 )
( 66,063,523 )
Increase/(decrease)
in management fees payable
173,199
( 48,085 )
Increase/(decrease)
in directors fee payable
-
( 669 )
Increase/(decrease)
in accrued other general and administrative expenses
( 214,987 )
( 1,540,689 )
Net
cash provided by (used in) operating activities
17,995,605
( 14,018,459 )
Cash Flows
from Financing Activities:
Borrowings on
the credit facilities
10,500,000
84,500,000
Payments on the
credit facilities
( 27,500,000 )
( 67,000,000 )
Payments of debt
issuance costs
( 25,082 )
-
Distributions
paid in cash
( 13,188,961 )
( 9,299,819 )
Proceeds from issuance of common shares, net of change in subscriptions receivable of $ -
17,304,225
4,823,801
Net
cash provided by (used in) financing activities
( 12,909,818 )
13,023,982
Net increase/(decrease)
in cash and cash equivalents
5,085,787
( 994,477 )
Cash
and cash equivalents, beginning of period
1,650,801
1,093,503
Cash
and cash equivalents, end of period
$ 6,736,588
$ 99,026
Supplemental
and Non-Cash Information:
Interest paid
during the period
$ 18,610,169
$ 7,159,711
Distributions
declared during the period
$ 13,183,368
$ 8,439,969
Reinvestment
of distributions during the period
$ 6,935,473
$ 5,014,831
Distributions
payable
$ -
$ -
The accompanying notes are an integral part of
these consolidated financial statements.
4
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Debt
Investments
First
Lien Senior Secured (2)
888
Holdings PLC (4)(6)
Hotels,
Restaurants and Leisure
10.21 % (S + 5.25 %)
7/8/2028
$ 3,406,096
$ 3,167,668
$ 3,171,069
0.7 %
AAdvantage
Loyalty IP Ltd. (4)(6)
Insurance
10.00 % (L + 4.75 %)
4/20/2028
3,750,000
3,720,503
3,835,050
0.9 %
AccentCare,
Inc. (6)
Healthcare
Providers and Services
9.48 % (L + 4.00 %)
6/22/2026
5,939,835
5,941,057
4,885,514
1.1 %
Acrisure,
LLC (6)
Insurance
9.44 % (L + 4.25 %)
2/15/2027
4,974,250
4,948,324
4,885,136
1.1 %
Acrisure,
LLC (6)
Insurance
8.69 % (L + 3.50 %)
2/12/2027
5,812,311
5,803,244
5,657,151
1.3 %
AI
Aqua Merger Sub, Inc., (6)(7)
Food
Products
8.90 % (S + 3.75 %)
6/16/2028
7,623,000
7,627,785
7,493,409
1.8 %
Aimbridge
Acquisition Co., Inc. (6)
Hotels,
Restaurants and Leisure
8.94 % (L + 3.75 %)
2/2/2026
4,910,714
4,837,378
4,771,987
1.1 %
Alliant
Holdings Intermediate LLC (6)
Insurance
8.65 % (L + 3.50 %)
11/5/2027
2,910,190
2,908,756
2,896,672
0.7 %
Allied
Universal Holdco LLC (6)
Professional
Services
8.95 % (S + CSA + 3.75 %)
4/7/2028
6,877,500
6,872,626
6,697,928
1.6 %
Amentum
Government Services Holdings LLC (6)
Aerospace
and Defense
9.15 % (S + 4.00 %)
2/15/2029
5,940,000
5,917,967
5,821,200
1.4 %
American
Rock Salt Company LLC (6)
Metals
and Mining
9.22 % (S + CSA + 4.00 %)
6/9/2028
5,884,925
5,878,892
5,556,340
1.3 %
Amynta
Agency Borrower, Inc. (6)
Insurance
10.20 % (S + CSA + 5.00 %)
2/28/2028
7,000,000
6,803,083
6,825,035
1.6 %
AP
Gaming I, LLC (4)(6)
Hotels,
Restaurants and Leisure
9.39 % (S + CSA + 4.00 %)
2/15/2029
8,645,587
8,539,293
8,575,342
2.0 %
Apple
Bidco, LLC (6)
Transportation
9.10 % (S + 4.00 %)
9/22/2028
3,042,356
3,012,240
3,030,947
0.7 %
Aptean
Inc (6)(7)
Software
9.45 % (S + CSA + 4.25 %)
4/23/2026
7,764,187
7,766,052
7,645,783
1.8 %
AQA
Acquisition Holding, Inc. (6)
Software
9.44 % (L + 4.25 %)
11/19/2027
8,388,229
8,283,849
8,272,891
1.9 %
ARC
Falcon I Inc. (6)
Chemicals
8.95 % (S + CSA + 3.75 %)
8/31/2028
4,931,369
4,913,825
4,616,995
1.1 %
Ascend
Learning, LLC (6)
Professional
Services
8.70 % (S + CSA + 3.50 %)
11/18/2028
7,387,500
7,359,425
6,962,719
1.6 %
AssuredPartners,
Inc. (6)
Insurance
8.72 % (S + CSA + 3.50 %)
2/12/2027
4,394,053
4,398,010
4,357,451
1.0 %
AssuredPartners,
Inc. (6)
Insurance
8.60 % (S + 3.50 %)
2/12/2027
1,975,000
1,965,656
1,959,773
0.5 %
Athletico
Management, LLC (6)
Healthcare
Providers and Services
9.64 % (S + CSA + 4.25 %)
2/2/2029
7,152,750
7,125,613
5,847,373
1.4 %
Autokiniton
US Holdings, Inc. (6)(7)
Auto
Components
9.72 % (S + CSA + 4.50 %)
3/27/2028
8,092,982
8,099,731
8,059,599
1.9 %
Aveanna
Healthcare LLC (4)(6)
Healthcare
Providers and Services
9.23 % (L + 3.75 %)
6/30/2028
5,124,356
5,087,058
4,398,414
1.0 %
Barracuda
Networks, Inc. (6)
Software
9.55 % (S + 4.50 %)
4/13/2029
7,462,500
7,263,778
7,220,902
1.7 %
BBB
Industries (7)
Auto
Components
10.45 % (S + CSA + 5.25 %)
6/29/2029
3,980,000
3,618,899
3,787,050
0.9 %
Belfor
Holdings, Inc. (6)
Commercial
Services and Supplies
9.22 % (S + CSA + 4.00 %)
3/31/2026
1,984,496
1,981,091
1,985,747
0.5 %
5
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Castle
US Holding Corporation (7)
Professional
Services
8.97 % (S + CSA + 3.75 %)
1/27/2027
1,966,316
1,959,661
1,453,540
0.3 %
Castle
US Holding Corporation (6)(7)
Professional
Services
9.22 % (S + CSA + 4.00 %)
1/31/2027
6,011,705
5,964,552
4,305,884
1.0 %
CCI
Buyer, Inc. (6)(7)
Wireless
Telecommunication Services
9.24 % (S + 4.00 %)
12/17/2027
6,760,699
6,755,266
6,646,612
1.6 %
CCS-CMGC
Holdings, Inc. (6)
Healthcare
Providers and Services
10.98 % (L + 5.50 %)
10/1/2025
5,327,817
5,285,727
3,989,203
0.9 %
CDK
Global (6)
Software
9.49 % (S + 4.25 %)
7/6/2029
3,980,000
3,871,634
3,973,513
0.9 %
Congruex
Group LLC (7)
Construction
and Engineering
10.95 % (S + CSA + 5.75 %)
4/28/2029
6,187,500
6,054,222
6,017,344
1.4 %
Connectwise
LLC (6)
IT
Services
8.69 % (L + 3.50 %)
9/29/2028
7,880,000
7,869,790
7,692,889
1.8 %
Consolidated
Communications, Inc. (4)(6)
Diversified
Telecommunication Services
8.72 % (S + 3.50 %)
10/2/2027
1,428,009
1,414,215
1,265,830
0.3 %
ConvergeOne
Holdings Corp. (6)(7)
IT
Services
10.37 % (L + 5.00 %)
1/4/2026
9,787,989
9,660,459
6,248,457
1.5 %
Corelogic,
Inc. (6)
Internet
Software and Services
8.75 % (L + 3.50 %)
4/14/2028
7,860,000
7,854,535
7,115,265
1.7 %
CP
Atlas Buyer, Inc (6)
Building
Products
8.95 % (S + CSA + 3.75 %)
11/23/2027
6,860,358
6,776,053
6,476,178
1.5 %
Creation
Technologies, Inc. (4)(7)
Electronic
Equipment, Instruments and Components
10.72 % (L + 5.50 %)
9/14/2028
4,950,000
4,891,590
4,752,000
1.1 %
Crown
Subsea Communications Holding, Inc. (6)
Construction
and Engineering
10.52 % (S + CSA + 5.25 %)
4/27/2027
1,875,000
1,840,156
1,879,697
0.4 %
Curia
Global, Inc. (6)
Healthcare
Providers and Services
8.90 % (S + CSA + 3.75 %)
8/30/2026
4,825,436
4,814,470
4,172,265
1.0 %
DCert
Buyer, Inc. (6)
IT
Services
9.26 % (S + 4.00 %)
10/16/2026
7,795,167
7,796,575
7,740,367
1.8 %
Deerfield
Dakota Holding, LLC (6)
Diversified
Financial Services
8.99 % (S + 3.75 %)
2/25/2027
4,850,000
4,806,348
4,719,220
1.1 %
Delta
Topco, Inc. (6)
IT
Services
9.07 % (S + 3.75 %)
10/29/2027
6,867,368
6,864,591
6,661,347
1.6 %
Digi
International Inc. (4)(7)
Technology
Hardware, Storage and Peripherals
10.69 % (L + 5.00 %)
12/22/2028
3,939,732
3,875,029
3,944,657
0.9 %
DIRECTV
Financing, LLC (6)
Media
10.22 % (S + 5.00 %)
8/2/2027
5,055,000
5,024,574
4,953,192
1.2 %
Dotdash
Meredith, Inc. (6)
Media
9.26 % (S + CSA + 4.00 %)
11/23/2028
9,850,000
9,813,300
9,012,750
2.1 %
EAB
Global, Inc. (6)
Professional
Services
8.87 % (L + 3.50 %)
6/28/2028
1,782,862
1,776,363
1,765,319
0.4 %
ECI
Software Solutions, Inc. (6)
Software
9.25 % (S + CSA + 3.75 %)
9/30/2027
2,850,308
2,843,079
2,824,498
0.7 %
ECL
Entertainment, LLC (7)
Hotels,
Restaurants and Leisure
12.72 % (S + CSA + 7.50 %)
3/31/2028
4,148,198
4,179,861
4,184,495
1.0 %
EFS
Cogen Holdings I, LLC (6)(7)
Independent
Power and Renewable Electricity Producers
9.01 % (S + 3.50 %)
10/29/2027
7,594,210
7,602,088
7,506,649
1.8 %
Endurance
International Group, Inc., The (6)
Professional
Services
8.79 % (L + 3.50 %)
2/10/2028
4,662,387
4,603,778
4,353,504
1.0 %
Epic
Crude Services, LP (6)
Energy
Equipment and Services
10.48 % (L + 5.00 %)
2/6/2026
4,000,000
3,765,000
3,823,740
0.9 %
Fertitta
Entertainment, LLC (6)
Hotels,
Restaurants and Leisure
9.10 % (S + 4.00 %)
1/29/2029
7,406,250
7,380,640
7,323,707
1.7 %
Filtration
Group Corp. (6)
Industrial
Conglomerates
9.45 % (S + CSA + 4.25 %)
10/23/2028
3,990,000
3,950,351
3,994,489
0.9 %
Flexera
Software LLC (6)(7)
Software
8.97 % (S + CSA + 3.75 %)
1/26/2028
8,755,721
8,737,853
8,643,517
2.0 %
Fugue
Finance, LLC (4)(6)
Diversified
Consumer Services
9.76 % (S + 4.50 %)
1/31/2028
3,965,063
3,890,500
3,961,514
0.9 %
Garda
World Security Corporation (4)(6)
Diversified
Consumer Services
9.33 % (S + 4.25 %)
2/12/2029
7,959,900
7,714,144
7,890,251
1.8 %
Getty
Images, Inc. (6)(7)
Media
9.84 % (S + CSA + 4.50 %)
2/13/2026
8,050,374
8,052,996
8,060,437
1.9 %
GIP
III Stetson I, LP (6)
Energy
Equipment and Services
9.45 % (S + CSA + 4.25 %)
7/19/2025
1,757,702
1,717,976
1,756,972
0.4 %
Global
Medical Response, Inc. (6)
Healthcare
Providers and Services
9.44 % (L + 4.25 %)
9/24/2025
9,049,431
9,013,898
5,135,552
1.2 %
Grab
Holdings Inc (4)(6)
IT
Services
9.70 % (L + 4.50 %)
2/27/2026
2,224,346
2,239,745
2,226,670
0.5 %
Great
Outdoors Group, LLC (6)
Specialty
Retail
8.94 % (L + 3.75 %)
3/6/2028
6,972,188
6,948,557
6,928,612
1.6 %
Grinding
Media Inc. (7)
Metals
and Mining
9.20 % (S + CSA + 4.00 %)
9/21/2028
4,912,500
4,894,849
4,789,712
1.1 %
6
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
HAH
Group Holding Company LLC (6)
Healthcare
Providers and Services
10.21 % (S + 5.00 %)
10/22/2027
707,340
691,351
689,656
0.2 %
HAH
Group Holding Company LLC (6)
Healthcare
Providers and Services
10.21 % (S + 5.00 %)
10/20/2027
5,590,010
5,463,676
5,450,260
1.3 %
Hamilton
Projects Acquiror, LLC (6)(7)
Independent
Power and Renewable Electricity Producers
9.72 % (S + CSA + 4.50 %)
6/11/2027
8,385,026
8,351,278
8,316,897
1.9 %
Help/Systems
Holdings, Inc. (6)
Software
9.15 % (S + CSA + 4.00 %)
11/19/2026
6,814,091
6,783,781
6,234,893
1.5 %
HUB
International Ltd.
Insurance
9.34 % (S + 4.25 %)
6/20/2030
4,100,000
4,059,000
4,113,961
1.0 %
Hyperion
Refinance Sarl (4)(6)
Diversified
Financial Services
9.10 % (S + 4.00 %)
4/18/2030
2,992,500
2,875,067
2,990,630
0.7 %
Idera,
Inc. (6)
IT
Services
9.01 % (S + 3.75 %)
3/2/2028
9,749,579
9,717,046
9,515,979
2.2 %
IMA
Financial Group, Inc. (7)
Insurance
8.69 % (L + 3.50 %)
10/16/2028
4,925,000
4,906,752
4,878,853
1.1 %
Imagefirst
Holdings, LLC (7)
Healthcare
Providers and Services
10.34 % (S + CSA + 5.00 %)
4/27/2028
4,166,667
4,044,408
4,054,167
1.0 %
Indy
US Holdco, LLC (6)
Media
11.35 % (S + 6.25 %)
3/6/2028
4,445,361
3,956,371
4,219,403
1.0 %
Indy
US Holdco, LLC (6)
Media
11.35 % (S + 6.25 %)
3/6/2028
2,154,639
1,927,180
2,045,119
0.5 %
Infinite
Bidco, LLC (6)
Electronic
Equipment, Instruments and Components
9.25 % (S + CSA + 3.75 %)
3/2/2028
6,377,875
6,337,073
6,170,594
1.4 %
Infinite
Bidco, LLC
Electronic
Equipment, Instruments and Components
11.34 % (S + 6.25 %)
3/2/2028
2,985,000
2,977,729
2,970,075
0.7 %
Inmar,
Inc. (6)(7)
Professional
Services
10.71 % (S + 5.50 %)
5/1/2026
7,821,671
7,810,963
7,616,352
1.8 %
Ivanti
Software, Inc. (6)
Software
9.19 % (L + 4.00 %)
12/1/2027
977,500
976,396
820,948
0.2 %
Ivanti
Software, Inc. (6)
Software
9.42 % (L + 4.25 %)
12/1/2027
6,887,813
6,848,067
5,836,870
1.4 %
Jack
Ohio Finance LLC (7)
Hotels,
Restaurants and Leisure
9.97 % (S + 4.75 %)
10/31/2028
4,922,040
4,926,329
4,757,471
1.1 %
Kestrel
Acquisition, LLC (6)
Independent
Power and Renewable Electricity Producers
9.45 % (L + 4.25 %)
5/2/2025
6,796,328
6,395,756
6,573,340
1.5 %
Kleopatra
Finco S.a.r.l (4)(6)
Containers
and Packaging
10.10 % (S + CSA + 4.75 %)
2/4/2026
1,955,000
1,950,827
1,870,691
0.4 %
Koppers,
Inc. (4)
Chemicals
9.20 % (S + CSA + 4.00 %)
4/10/2030
2,069,813
2,008,683
2,074,987
0.5 %
LBM
Acquisition LLC (6)(7)
Building
Products
8.95 % (S + CSA + 3.75 %)
12/31/2027
7,354,357
7,290,719
7,082,393
1.7 %
Life
Time, Inc. (4)(6)
Hotels,
Restaurants and Leisure
9.54 % (S + 4.50 %)
1/15/2026
7,582,556
7,578,715
7,593,247
1.8 %
Lifescan
Global Corporation (6)
Healthcare
Equipment and Supplies
11.61 % (S + 6.50 %)
12/31/2026
5,651,859
5,636,680
4,615,704
1.1 %
Lightstone
Holdco LLC (6)
Independent
Power and Renewable Electricity Producers
10.85 % (S + 5.75 %)
2/1/2027
4,769,133
4,345,218
4,331,565
1.0 %
Lightstone
Holdco LLC (6)
Independent
Power and Renewable Electricity Producers
10.85 % (S + 5.75 %)
2/1/2027
269,738
245,754
244,989
0.1 %
LogMeIn,
Inc. (6)
IT
Services
9.94 % (L + 4.75 %)
8/31/2027
9,794,269
9,704,910
6,175,825
1.4 %
LSF11
Trinity Bidco, Inc. (7)
Aerospace
and Defense
9.65 % (S + 4.50 %)
6/14/2030
5,000,000
4,925,376
4,993,750
1.2 %
LSF9
Atlantis Holdings, LLC (6)
Specialty
Retail
12.49 % (S + 7.25 %)
3/29/2029
6,562,500
6,333,541
6,505,078
1.5 %
Magenta
Buyer LLC (6)
Software
10.03 % (L + 4.75 %)
7/27/2028
5,417,500
5,379,325
4,096,984
1.0 %
Mariner
Wealth Advisors, LLC (7)
Diversified
Financial Services
9.59 % (S + CSA + 4.25 %)
8/18/2028
4,979,987
4,818,273
4,836,813
1.1 %
Maverick
1, LLC
Software
9.56 % (S + CSA + 4.25 %)
5/18/2028
5,000,000
4,758,218
4,868,750
1.1 %
7
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Medical
Solutions L.L.C. (7)
Healthcare
Providers and Services
8.61 % (S + CSA + 3.25 %)
10/6/2028
4,941,411
4,923,793
4,654,809
1.1 %
Mermaid
Bidco, Inc.
Software
9.78 % (S + 4.50 %)
12/22/2027
2,000,000
1,960,613
1,982,500
0.5 %
Michael
Baker International, LLC (7)
Construction
and Engineering
10.19 % (L + 5.00 %)
11/2/2028
6,156,250
6,107,321
6,140,859
1.4 %
Micro
Holding Corp. (6)
IT
Services
9.35 % (S + 4.25 %)
5/3/2028
9,835,841
9,570,746
9,449,784
2.2 %
Midwest
Veterinary Partners, LLC (6)
Healthcare
Providers and Services
9.19 % (L + 4.00 %)
4/27/2028
8,837,563
8,769,313
8,612,956
2.0 %
Milano
Acquisition Corporation (6)
Healthcare
Providers and Services
9.34 % (S + CSA + 4.00 %)
10/1/2027
8,833,095
8,691,276
8,711,640
2.0 %
Minotaur
Acquisition, Inc. (6)(7)
Diversified
Financial Services
9.95 % (S + CSA + 4.75 %)
3/27/2026
11,882,058
11,882,058
11,714,997
2.7 %
Mitchell
International, Inc. (6)
Professional
Services
8.94 % (L + 3.75 %)
10/16/2028
9,875,000
9,820,889
9,674,439
2.3 %
MLN
US HoldCo LLC (6)
Diversified
Telecommunication Services
9.84 % (S + 4.50 %)
12/31/2025
4,056,188
4,006,815
973,485
0.2 %
Momentive
Performance Materials USA, LLC (6)
Chemicals
9.60 % (S + 4.50 %)
3/29/2028
7,730,625
7,430,995
7,563,102
1.8 %
NAPA
Management Services Corporation (6)
Healthcare
Providers and Services
10.45 % (S + CSA + 5.25 %)
2/23/2029
7,900,000
7,841,222
5,533,950
1.3 %
National
Mentor Holdings, Inc. (6)
Healthcare
Providers and Services
9.09 % (S + CSA + 3.75 %)
2/18/2028
291,993
291,359
222,189
0.1 %
National
Mentor Holdings, Inc. (6)
Healthcare
Providers and Services
8.98 % (S + CSA + 3.75 %)
2/18/2028
9,087,680
9,068,377
6,915,179
1.6 %
Navicure,
Inc. (6)
Healthcare
Technology
9.22 % (S + CSA + 4.00 %)
10/22/2026
4,602,032
4,604,269
4,596,279
1.1 %
NorthStar
Group Services, Inc. (6)(7)
Commercial
Services and Supplies
10.72 % (S + CSA + 5.50 %)
11/9/2026
8,533,791
8,510,055
8,491,122
2.0 %
NSM
Top Holdings Corp. (6)
Healthcare
Equipment and Supplies
10.45 % (S + CSA + 5.25 %)
11/12/2026
4,910,941
4,895,169
4,604,008
1.1 %
OneDigital
Borrower LLC (6)
Insurance
9.45 % (S + CSA + 4.25 %)
11/16/2027
9,821,373
9,732,942
9,698,606
2.3 %
Orchid
Merger Sub II, LLC (4)(6)
Software
10.14 % (S + CSA + 4.75 %)
5/12/2027
4,218,750
4,039,640
3,095,508
0.7 %
Padagis,
LLC (6)
Pharmaceuticals
9.97 % (L + 4.75 %)
7/31/2028
6,588,235
6,558,328
6,250,588
1.5 %
PECF
USS Intermediate Holding III Corporation (7)
Professional
Services
9.52 % (L + 4.25 %)
11/6/2028
4,925,000
4,918,245
4,058,816
1.0 %
Peraton
Corp. (7)
Aerospace
and Defense
8.95 % (S + CSA + 3.75 %)
2/1/2028
4,817,339
4,828,142
4,742,502
1.1 %
PetVet
Care Centers, LLC (6)
Healthcare
Providers and Services
8.69 % (L + 3.50 %)
2/14/2025
6,831,707
6,826,388
6,705,320
1.6 %
PMHC
II Inc. (6)
Chemicals
9.30 % (S + CSA + 4.25 %)
2/2/2029
6,555,463
6,505,247
5,797,094
1.4 %
Prairie
ECI Acquiror LP (6)
Oil,
Gas and Consumable Fuels
9.94 % (L + 4.75 %)
3/11/2026
7,182,326
7,037,846
7,101,525
1.7 %
Pretium
PKG Holdings, Inc. (6)(7)
Containers
and Packaging
9.51 % (L + 4.00 %)
9/22/2028
5,910,000
5,866,567
4,455,342
1.0 %
Project
Alpha Intermediate Holding, Inc. (6)
Software
9.20 % (L + 4.00 %)
4/26/2024
8,308,132
8,268,930
8,299,035
1.9 %
Project
Boost Purchaser, LLC (6)
Professional
Services
8.72 % (S + CSA + 3.50 %)
6/1/2026
5,880,000
5,873,753
5,817,525
1.4 %
PS
Holdco, LLC (7)
Road
and Rail
9.47 % (S + CSA + 4.25 %)
10/31/2028
5,406,219
5,388,155
5,311,610
1.2 %
PT
Intermediate Holdings III LLC (7)
Machinery
11.37 % (S + CSA + 5.98 %)
11/1/2028
493,750
489,679
478,938
0.1 %
PT
Intermediate Holdings III, LLC (7)
Machinery
11.37 % (S + 5.98 %)
11/1/2028
1,513,050
1,501,569
1,467,659
0.3 %
PT
Intermediate Holdings III, LLC (7)
Machinery
11.37 % (S + 5.98 %)
10/15/2025
2,285,200
2,273,721
2,208,312
0.5 %
PT
Intermediate Holdings III, LLC (7)
Machinery
11.37 % (S + 5.98 %)
11/1/2028
2,107,900
2,107,900
2,044,663
0.5 %
PT
Intermediate Holdings III, LLC (9)
Machinery
11.74 % (S + 6.50 %)
11/1/2028
1,330,067
1,311,413
1,313,441
0.3 %
Quest
Software US Holdings Inc. (6)
Software
9.45 % (S + CSA + 4.25 %)
2/1/2029
9,428,750
9,346,442
7,366,211
1.7 %
Radiology
Partners, Inc. (6)
Healthcare
Providers and Services
9.47 % (S + CSA + 4.25 %)
7/9/2025
6,000,000
5,995,229
4,550,640
1.1 %
RC
Buyer, Inc. (6)
Auto
Components
9.00 % (S + CSA + 3.50 %)
7/28/2028
2,052,750
2,049,243
1,993,733
0.5 %
RealPage,
Inc. (6)
Real
Estate Management and Development
8.22 % (S + CSA + 3.00 %)
2/18/2028
6,877,500
6,870,482
6,737,371
1.6 %
8
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Red
Planet Borrower, LLC (6)
Internet
Software and Services
8.95 % (S + CSA + 3.75 %)
10/2/2028
7,860,000
7,832,207
6,672,826
1.6 %
Redstone
Holdco 2 LP (6)(7)
IT
Services
10.01 % (L + 4.75 %)
4/14/2028
7,860,000
7,818,310
6,579,095
1.5 %
Refresco
(4)(6)
Food
Products
9.34 % (S + 4.25 %)
12/13/2024
4,975,000
4,944,187
4,968,781
1.2 %
Renaissance
Holding Corp. (6)
Software
9.99 % (S + 4.75 %)
4/5/2030
7,747,146
7,534,019
7,666,653
1.8 %
Rocket
Software, Inc. (6)
Software
9.47 % (S + CSA + 4.25 %)
11/28/2025
4,907,368
4,890,921
4,870,563
1.1 %
Rocket
Software, Inc. (6)
Software
9.47 % (S + CSA + 4.25 %)
11/20/2025
3,472,798
3,375,210
3,443,401
0.8 %
Rodan
& Fields, LLC (6)(10)
Textiles,
Apparel and Luxury Goods
9.32 % (L + 4.00 %)
6/16/2025
1,709,615
1,584,788
651,363
0.2 %
Rohm
Holding GMBH (4)(6)(7)
Chemicals
10.10 % (L + 5.00 %)
7/31/2026
8,799,471
8,789,516
8,044,213
1.9 %
Roper
Industrial Products Investment Co. (4)(6)
Software
9.74 % (S + 4.50 %)
11/22/2029
3,990,000
3,857,142
3,979,087
0.9 %
RSC
Acquisition, Inc.
Insurance
10.89 % (S + 5.50 %)
10/30/2026
802,343
780,313
778,272
0.2 %
RSC
Acquisition, Inc. (7)
Insurance
10.89 % (S + 5.50 %)
9/30/2026
6,160,622
6,122,010
5,975,804
1.4 %
Runner
Buyer Inc. (7)
Household
Durables
10.69 % (L + 5.50 %)
10/20/2028
4,937,500
4,899,564
3,832,759
0.9 %
Sabert
Corporation (7)
Containers
and Packaging
9.72 % (S + CSA + 4.50 %)
11/26/2026
1,892,167
1,898,444
1,894,532
0.4 %
Shearer’s
Foods, LLC (6)
Food
Products
8.72 % (S + CSA + 3.50 %)
9/23/2027
1,665,513
1,657,970
1,647,950
0.4 %
Sophia,
L.P. (6)
Software
9.35 % (S + 4.25 %)
10/7/2027
1,980,000
1,963,988
1,965,774
0.5 %
Sovos
Compliance, LLC (7)
Software
9.72 % (S + CSA + 4.50 %)
7/28/2028
3,942,945
3,937,734
3,814,445
0.9 %
Specialty
Building Products Holdings, LLC (6)(7)
Building
Products
8.45 % (S + CSA + 3.25 %)
10/5/2028
9,875,000
9,863,218
9,476,939
2.2 %
Summer
BC Holdco B LLC (4)(7)
Media
10.00 % (S + CSA + 4.50 %)
12/4/2026
4,912,500
4,916,342
4,630,031
1.1 %
Talen
Energy Supply, LLC (4)(6)
Independent
Power and Renewable Electricity Producers
9.59 % (S + 4.50 %)
5/17/2030
2,209,524
2,143,927
2,206,309
0.5 %
Talen
Energy Supply, LLC (4)(6)
Independent
Power and Renewable Electricity Producers
9.59 % (S + 4.50 %)
5/17/2030
1,790,476
1,737,320
1,787,871
0.4 %
Tecta
America Corp. (6)(7)
Construction
and Engineering
9.22 % (S + CSA + 4.00 %)
4/6/2028
8,541,512
8,528,651
8,509,524
2.0 %
The
Edelman Financial Center, LLC (6)
Diversified
Financial Services
8.94 % (L + 3.75 %)
4/7/2028
7,820,020
7,750,581
7,638,713
1.8 %
Thryv,
Inc. (4)(6)
Professional
Services
13.72 % (S + 8.50 %)
2/18/2026
6,012,630
6,022,390
5,969,429
1.4 %
Titan
US Finco, LLC (4)(7)
Media
9.54 % (L + 4.00 %)
10/6/2028
5,925,000
5,915,000
5,821,313
1.4 %
Tosca
Services, LLC (6)
Containers
and Packaging
8.81 % (S + CSA + 3.50 %)
8/18/2027
6,864,394
6,817,409
5,630,965
1.3 %
Truck
Hero, Inc. (6)
Auto
Components
8.97 % (S + CSA + 3.75 %)
1/20/2028
6,945,150
6,940,473
6,561,986
1.5 %
U.S.
Renal Care, Inc. (6)
Healthcare
Providers and Services
10.19 % (L + 5.00 %)
6/26/2026
491,250
486,615
230,480
0.1 %
U.S.
Renal Care, Inc. (6)(7)
Healthcare
Providers and Services
10.19 % (L + 5.00 %)
6/26/2026
8,775,019
8,666,275
4,116,976
1.0 %
UKG
Inc. (6)
Software
9.88 % (S + 4.50 %)
5/4/2026
5,000,000
4,875,399
4,998,975
1.2 %
US
Radiology Specialists, Inc. (6)
Healthcare
Providers and Services
10.45 % (S + CSA + 5.25 %)
12/10/2027
8,835,450
8,753,587
8,614,564
2.0 %
Veracode
(6)
Software
9.90 % (S + CSA + 4.75 %)
4/20/2029
8,734,000
8,696,772
8,482,898
2.0 %
VeriFone
Systems, Inc. (6)
Commercial
Services and Supplies
9.48 % (L + 4.00 %)
8/20/2025
2,930,946
2,907,227
2,775,548
0.7 %
Verscend
Holding Corp. (6)
Healthcare
Technology
9.22 % (S + CSA + 4.00 %)
8/27/2025
6,033,203
6,023,655
6,038,844
1.4 %
Vision
Solutions, Inc. (6)
IT
Services
9.26 % (L + 4.25 %)
4/24/2028
9,825,000
9,802,770
9,359,344
2.2 %
Vocus
Group DD T/L (4)(6)
Diversified
Telecommunication Services
9.04 % (S + CSA + 3.50 %)
5/26/2028
1,985,000
1,966,712
1,968,465
0.5 %
WarHorse
Gaming, LLC
Hotels,
Restaurants and Leisure
14.44 % (S + 9.25 %)
6/12/2030
5,000,000
4,800,000
4,825,000
1.1 %
WaterBridge
Midstream Operating, LLC (6)
Energy
Equipment and Services
11.01 % (L + 5.75 %)
6/22/2026
6,182,790
6,091,036
6,155,277
1.4 %
Watlow
Electric Manufacturing Company (6)
Electrical
Equipment
9.06 % (S + CSA + 3.75 %)
3/2/2028
3,265,207
3,245,714
3,237,453
0.8 %
Wencor
Group (6)
Aerospace
and Defense
9.20 % (S + CSA + 4.00 %)
6/19/2026
2,961,538
2,907,034
2,966,040
0.7 %
White
Cap Buyer LLC (6)(7)
Building
Products
8.85 % (S + 3.75 %)
10/8/2027
6,855,570
6,847,100
6,809,397
1.6 %
Wilsonart
LLC (6)(7)
Building
Products
8.71 % (L + 3.50 %)
12/18/2026
9,799,251
9,763,303
9,677,544
2.3 %
Total
First Lien Senior Secured
944,979,771
$ 934,889,654
$ 878,564,709
206.0 %
9
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Second
Lien Senior Secured (2)
American
Rock Salt Company LLC
Metals
and Mining
12.47 % (S + 7.25 %)
6/4/2029
2,750,000
2,772,537
2,481,875
0.6 %
ARC
Falcon I Inc. (6)
Chemicals
12.20 % (S + CSA + 7.00 %)
9/24/2029
2,000,000
1,984,195
1,722,500
0.4 %
Artera
Services, LLC (6)
Construction
and Engineering
12.59 % (S + CSA + 7.25 %)
3/6/2026
7,810,000
7,539,050
5,340,088
1.3 %
Aruba
Investments, Inc. (6)
Chemicals
12.94 % (L + 7.75 %)
10/27/2028
2,350,000
2,321,530
2,093,462
0.5 %
Asurion,
LLC (6)
Insurance
10.47 % (S + CSA + 5.25 %)
1/19/2029
6,000,000
5,969,473
5,048,580
1.2 %
Barracuda
Networks, Inc.
Software
12.05 % (S + 7.00 %)
5/17/2030
3,000,000
2,917,443
2,671,500
0.6 %
DCert
Buyer, Inc. (6)
IT
Services
12.26 % (S + 7.00 %)
2/19/2029
1,500,000
1,498,316
1,382,505
0.3 %
Delta
Topco, Inc.
IT
Services
12.57 % (S + 7.25 %)
10/6/2028
3,435,617
3,468,586
3,166,506
0.7 %
Energy
Acquisition LP
Electrical
Equipment
13.86 % (S + CSA + 8.50 %)
6/25/2026
2,812,400
2,737,071
2,200,703
0.5 %
Epicor
Software Corporation (6)
Software
12.95 % (S + CSA + 7.75 %)
7/31/2028
3,000,000
3,036,892
3,008,760
0.7 %
Help/Systems
Holdings, Inc.
Software
11.95 % (S + CSA + 6.75 %)
11/19/2027
3,656,217
3,661,950
2,961,536
0.7 %
Idera,
Inc.
IT
Services
12.01 % (S + 6.75 %)
2/5/2029
5,000,000
5,026,461
4,420,325
1.0 %
Infinite
Bidco, LLC (6)
Electronic
Equipment, Instruments and Components
12.50 % (S + 7.00 %)
2/24/2029
2,729,999
2,726,686
2,330,736
0.5 %
Ivanti
Software, Inc.
Software
12.42 % (L + 7.25 %)
12/1/2028
3,000,000
3,010,735
1,991,265
0.5 %
Magenta
Buyer LLC
Software
13.53 % (L + 8.25 %)
7/27/2029
5,000,000
4,992,195
2,975,000
0.7 %
Paradigm
Outcomes
Healthcare
Providers and Services
12.70 % (S + CSA + 7.50 %)
10/26/2026
1,500,000
1,482,008
1,470,000
0.3 %
Peraton
Corp.
Aerospace
and Defense
12.98 % (S + CSA + 7.75 %)
2/26/2029
2,912,425
2,967,894
2,830,513
0.7 %
Pretium
PKG Holdings, Inc. (6)
Containers
and Packaging
12.26 % (L + 6.75 %)
9/30/2029
2,000,000
1,983,756
1,082,510
0.3 %
Quest
Software US Holdings Inc.
Software
12.70 % (S + CSA + 7.50 %)
2/1/2030
3,000,000
2,961,675
2,010,000
0.5 %
Vision
Solutions, Inc.
IT
Services
12.51 % (L + 7.25 %)
4/23/2029
3,500,000
3,506,494
3,036,688
0.7 %
Total
Second Lien Senior Secured
66,956,658
66,564,947
54,225,052
12.7 %
Corporate
Bonds
KOBE
US Midco 2 Inc
Chemicals
9.25 %
11/1/2026
1,900,000
1,886,241
1,263,500
0.3 %
Total
Corporate Bonds
1,900,000
1,886,241
1,263,500
0.3 %
Total
Debt Investments
$ 1,013,836,429
$ 1,003,340,842
$ 934,053,261
219.0 %
CLO
Mezzanine (2)
522
Funding CLO 2020-6, Ltd. (4)
Structured
Note
13.31 % (L + 8.04 %)
10/23/2034
2,800,000
2,727,173
2,226,727
0.5 %
Carlyle
US CLO 2020-2, Ltd (4)
Structured
Note
13.79 % (L + 8.53 %)
1/25/2035
4,000,000
3,894,240
3,271,370
0.8 %
Elmwood
CLO III Ltd. (4)
Structured
Note
12.99 % (L + 7.74 %)
10/20/2034
2,000,000
1,930,253
1,744,056
0.4 %
GoldenTree
Loan Management US 2020-7A (4)
Structured
Note
13.00 % (L + 7.75 %)
4/20/2034
2,000,000
1,899,936
1,690,855
0.4 %
GoldenTree
Loan Management US 2021-10A (4)
Structured
Note
13.04 % (L + 7.79 %)
7/20/2034
1,250,000
1,218,028
1,015,195
0.3 %
GoldenTree
Loan Management US 2021-9A (4)
Structured
Note
12.00 % (L + 6.75 %)
1/20/2033
2,000,000
1,901,866
1,698,128
0.4 %
Thayer
Park CLO, Ltd. (4)
Structured
Note
14.12 % (L + 8.87 %)
4/20/2034
1,300,000
1,264,147
1,005,766
0.2 %
Total
CLO Mezzanine
15,350,000
14,835,643
12,652,097
3.0 %
CLO
Equity
Ares
CLO Ltd 2021-62A (4)
Structured
Subordinated Note
NA
1/25/2034
5,000,000
4,125,273
3,352,392
0.8 %
Babson
CLO 2018-4A, Ltd. (4)
Structured
Subordinated Note
NA
10/15/2030
4,000,000
1,817,552
1,239,944
0.3 %
Dryden
86 CLO, Ltd. (4)
Structured
Subordinated Note
NA
7/17/2030
6,000,000
4,317,895
3,441,384
0.8 %
HPS
Loan Management 12-2018, Ltd. (4)
Structured
Subordinated Note
NA
7/18/2031
7,500,000
4,155,502
3,458,341
0.8 %
Long
Point Park CLO, Ltd. (4)
Structured
Subordinated Note
NA
1/17/2030
6,358,000
3,550,207
1,799,358
0.4 %
Regatta
XII Funding Ltd. (4)
Structured
Subordinated Note
NA
10/15/2032
6,000,000
4,336,392
3,255,784
0.7 %
Signal
Peak CLO, LLC (4)
Structured
Subordinated Note
NA
10/26/2034
5,000,000
2,379,982
1,644,335
0.4 %
Stratus
CLO Series 2021-1A (4)
Structured
Subordinated Note
NA
12/29/2029
2,000,000
1,439,692
1,070,080
0.3 %
Total
CLO Equity
41,858,000
26,122,495
19,261,618
4.5 %
Total
Equity and Other Investments
$ 57,208,000
$ 40,958,138
$ 31,913,715
7.5 %
10
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of June 30, 2023
(Unaudited)
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 5.03% (6)(7)(8)
96,877,231
96,877,231
96,877,231
22.7 %
Total Short-Term Investments
96,877,231
$ 96,877,231
$ 96,877,231
22.7 %
Total Investments
$ 1,141,176,211
$ 1,062,844,207
249.2 %
Liabilities in Excess of Other Assets
( 636,315,411 )
( 149.2 )%
Net Assets
$ 426,528,796
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 June 30, 2023 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 June 30, 2023, 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 June 30, 2023, 12.3% of the
Company’s total assets were in non-qualifying investments.
(5) As
of June 30, 2023, the tax cost of the Company’s investments approximates their amortized cost.
(6) 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).
(7) 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).
(8) 7-day
effective yield as of June 30, 2023.
(9) Of
the $1,975,000 commitment to PT Intermediate Holdings III, LLC, $666,600 was unfunded as of June 30, 2023.
(10) In July 2023 this investment was restructured into a new loan with
1,239,471 of par and a May 2027 maturity. The spread on the new loan is S + 7.75% with the borrower’s option to PIK up to 40% of
par at S + 8.50%.
The
accompanying notes are an integral part of these consolidated financial statements.
11
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Debt Investments
First
Lien Senior Secured (2)
AAdvantage
Loyalty IP Ltd. (4)(7)
Insurance
8.99 % (L + 4.75 %)
4/20/2028
$ 3,750,000
$ 3,716,805
$ 3,740,039
0.9 %
AccentCare,
Inc. (7)
Healthcare Providers and Services
8.73 % (L + 4.00 %)
6/22/2026
5,970,140
5,971,668
4,059,695
1.1 %
Acrisure,
LLC (7)
Insurance
7.88 % (L + 3.50 %)
2/12/2027
5,842,349
5,829,939
5,496,511
1.5 %
Acrisure,
LLC (7)
Insurance
8.63 % (L + 4.25 %)
2/15/2027
4,999,500
4,968,962
4,851,590
1.3 %
AI Aqua Merger
Sub, Inc., (7)(8)
Food Products
7.97 % (S + 3.75 %)
6/16/2028
7,661,500
7,664,792
7,235,329
2.0 %
Aimbridge
Acquisition Co., Inc. (7)
Hotels, Restaurants and Leisure
8.13 % (L + 3.75 %)
2/2/2026
4,936,225
4,848,346
4,508,945
1.2 %
Alliant Holdings
Intermediate LLC (7)
Insurance
7.85 % (L + 3.50 %)
11/5/2027
5,925,000
5,919,495
5,799,094
1.6 %
Allied Universal
Holdco LLC (7)
Professional Services
8.17 % (S + CSA + 3.75 %)
4/7/2028
6,912,500
6,907,152
6,580,735
1.8 %
Amentum Government
Services Holdings LLC (7)
Aerospace and Defense
8.76 % (S + 4.00 %)
2/15/2029
5,970,000
5,944,146
5,831,944
1.6 %
American Rock
Salt Company LLC (7)
Metals and Mining
8.38 % (L + 4.00 %)
6/9/2028
5,914,950
5,906,545
5,582,234
1.5 %
Amynta Agency
Borrower, Inc. (7)
Insurance
8.88 % (L + 4.50 %)
2/28/2025
8,837,032
8,726,822
8,395,181
2.3 %
AP Gaming
I, LLC (4)(5)(7)
Hotels, Restaurants and Leisure
8.73 % (S + CSA + 4.00 %)
2/15/2029
8,689,362
8,574,269
8,254,894
2.3 %
Aptean Inc
(7)(8)
Software
8.98 % (L + 4.25 %)
4/23/2026
7,804,752
7,806,146
7,492,562
2.1 %
AQA Acquisition
Holding, Inc. (5)(7)
Software
8.98 % (L + 4.25 %)
11/19/2027
8,431,026
8,314,473
8,107,865
2.2 %
ARC Falcon
I Inc. (7)
Chemicals
8.13 % (L + 3.75 %)
8/31/2028
4,319,427
4,298,413
3,740,771
1.0 %
Aruba Investments
Holdings, LLC (7)
Chemicals
8.14 % (L + 4.00 %)
10/28/2027
2,463,819
2,437,480
2,400,178
0.7 %
Ascend Learning,
LLC (7)
Professional Services
7.88 % (L + 3.50 %)
11/18/2028
7,425,000
7,392,488
7,038,789
1.9 %
AssuredPartners,
Inc. (7)
Insurance
7.88 % (L + 3.50 %)
2/12/2027
4,416,472
4,421,141
4,288,394
1.2 %
AssuredPartners,
Inc. (7)
Insurance
7.82 % (S + 3.50 %)
2/12/2027
1,985,000
1,973,934
1,932,398
0.5 %
Athletico
Management, LLC (7)
Healthcare Providers and Services
8.98 % (S + CSA + 4.25 %)
2/2/2029
7,188,875
7,157,111
5,890,384
1.6 %
Autokiniton
US Holdings, Inc. (7)(8)
Auto Components
8.79 % (L + 4.50 %)
3/27/2028
8,134,273
8,142,050
7,895,370
2.2 %
Aveanna Healthcare
LLC (4)(5)(7)
Healthcare Providers and Services
8.14 % (L + 3.75 %)
6/30/2028
5,149,341
5,111,181
3,988,165
1.1 %
Barracuda
Networks, Inc. (7)
Software
8.59 % (S + 4.50 %)
4/13/2029
7,500,000
7,285,329
7,245,825
2.0 %
BBB Industries
(8)
Auto Components
9.67 % (S + CSA + 5.25 %)
6/29/2029
4,000,000
3,616,539
3,650,000
1.0 %
BCP Renaissance
Parent LLC (7)
Oil, Gas and Consumable Fuels
7.82 % (S + 3.50 %)
10/30/2026
7,569,511
7,554,173
7,511,377
2.1 %
Belfor Holdings,
Inc. (5)(7)
Commercial Services and Supplies
8.38 % (L + 3.75 %)
3/31/2026
1,994,832
1,989,845
1,984,858
0.5 %
Castle US
Holding Corporation (7)(8)
Professional Services
8.38 % (L + 4.00 %)
1/29/2027
6,037,233
5,981,767
3,758,177
1.0 %
Castle US
Holding Corporation (8)
Professional Services
8.13 % (L + 3.75 %)
1/29/2027
1,974,737
1,966,699
1,230,508
0.3 %
CCI Buyer,
Inc. (7)(8)
Wireless Telecommunication Services
8.58 % (S + 4.00 %)
12/17/2027
6,795,280
6,789,067
6,509,879
1.8 %
12
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
CCS-CMGC
Holdings, Inc. (7)
Healthcare Providers and Services
9.91 % (L + 5.50 %)
10/1/2025
5,355,711
5,303,965
4,263,360
1.2 %
CDK Global
(7)
Software
9.08 % (S + 4.50 %)
7/6/2029
4,000,000
3,883,280
3,970,680
1.1 %
Congruex Group
LLC (8)
Construction and Engineering
9.99 % (S + CSA + 5.75 %)
4/28/2029
6,218,750
6,073,258
6,063,281
1.7 %
Connectwise
LLC (7)
IT Services
7.88 % (L + 3.50 %)
9/29/2028
7,920,000
7,908,488
7,543,800
2.1 %
Consolidated
Communications, Inc. (4)(7)
Diversified Telecommunication Services
7.88 % (L + 3.50 %)
10/2/2027
1,428,009
1,412,497
1,265,573
0.3 %
ConvergeOne
Holdings Corp. (7)(8)
IT Services
9.38 % (L + 5.00 %)
1/4/2026
9,839,102
9,682,304
5,765,959
1.6 %
Corelogic,
Inc. (7)
Internet Software and Services
7.94 % (L + 3.50 %)
4/14/2028
7,900,000
7,893,718
6,618,739
1.8 %
CP Atlas Buyer,
Inc (7)
Building Products
7.88 % (L + 3.50 %)
11/23/2027
6,894,514
6,800,708
6,064,484
1.7 %
Creation Technologies,
Inc. (4)(8)
Electronic Equipment, Instruments and Components
9.25 % (L + 5.50 %)
9/14/2028
4,975,000
4,911,130
4,004,875
1.1 %
Curia Global,
Inc. (7)
Healthcare Providers and Services
8.16 % (L + 3.75 %)
8/30/2026
4,850,056
4,836,404
4,017,980
1.1 %
Dave &
Buster’s, Inc. (4)(5)(7)
Hotels, Restaurants and Leisure
9.44 % (S + CSA + 5.00 %)
6/22/2029
5,000,000
4,981,250
4,982,825
1.4 %
DCert Buyer,
Inc. (7)
IT Services
8.70 % (S + 4.00 %)
10/16/2026
7,835,452
7,835,021
7,586,402
2.1 %
Deerfield
Dakota Holding, LLC (7)
Diversified Financial Services
8.07 % (S + 3.75 %)
2/25/2027
4,875,000
4,824,100
4,564,999
1.3 %
Delta Topco,
Inc. (7)
IT Services
8.15 % (S + 3.75 %)
10/29/2027
6,902,406
6,897,810
6,398,530
1.8 %
Digi International
Inc. (4)(8)
Technology Hardware, Storage and Peripherals
9.38 % (L + 5.00 %)
12/22/2028
4,386,161
4,308,443
4,353,265
1.2 %
DIRECTV Financing,
LLC (7)
Media
9.38 % (L + 5.00 %)
8/2/2027
5,325,000
5,287,772
5,195,762
1.4 %
Dotdash Meredith,
Inc. (7)
Media
8.22 % (S + CSA + 4.00 %)
11/23/2028
9,900,000
9,856,743
8,563,500
2.4 %
EAB Global,
Inc. (7)
Professional Services
7.88 % (L + 3.50 %)
6/28/2028
1,791,912
1,784,394
1,728,237
0.5 %
ECI Software
Solutions, Inc. (7)
Software
8.48 % (L + 3.75 %)
9/30/2027
6,864,925
6,841,429
6,607,490
1.8 %
ECL Entertainment,
LLC (8)
Hotels, Restaurants and Leisure
11.88 % (L + 7.50 %)
3/31/2028
1,970,000
2,006,853
1,968,365
0.5 %
EFS Cogen
Holdings I, LLC (7)(8)
Independent Power and Renewable Electricity Producers
8.23 % (L + 3.50 %)
10/29/2027
7,680,240
7,686,971
7,404,558
2.0 %
Endurance
International Group, Inc., The (7)
Professional Services
7.72 % (L + 3.50 %)
2/10/2028
4,686,175
4,620,144
4,229,273
1.2 %
Ensemble RCM,
LLC (7)
Healthcare Technology
7.94 % (S + CSA + 3.75 %)
7/24/2026
5,689,474
5,618,296
5,636,135
1.6 %
Fertitta Entertainment,
LLC (7)
Hotels, Restaurants and Leisure
8.32 % (S + 4.00 %)
1/29/2029
7,443,750
7,415,307
7,092,070
2.0 %
Filtration
Group Corporation (7)
Industrial Conglomerates
7.88 % (L + 3.50 %)
10/20/2028
3,950,000
3,941,824
3,887,452
1.1 %
Flexera Software
LLC (7)(8)
Software
8.14 % (L + 3.75 %)
1/26/2028
8,837,266
8,817,772
8,503,129
2.3 %
13
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Garda
World Security Corporation (4)(5)(7)
Diversified Consumer Services
8.53 % (S + 4.25 %)
2/12/2029
7,000,000
6,772,500
6,755,000
1.9 %
Getty Images,
Inc. (5)(7)(8)
Media
8.94 % (L + 4.50 %)
2/13/2026
8,356,730
8,358,691
8,351,507
2.3 %
GIP III Stetson
I, LP (7)
Energy Equipment and Services
8.63 % (L + 4.25 %)
7/19/2025
1,855,663
1,804,227
1,822,614
0.5 %
Global Medical
Response, Inc. (7)
Healthcare Providers and Services
8.42 % (L + 4.25 %)
9/24/2025
9,095,838
9,053,579
6,429,666
1.8 %
Grab Holdings
Inc (4)(7)
IT Services
8.89 % (L + 4.50 %)
2/27/2026
4,903,031
4,942,597
4,854,001
1.3 %
Great Outdoors
Group, LLC (7)
Specialty Retail
8.13 % (L + 3.75 %)
3/6/2028
7,007,670
6,979,386
6,749,262
1.9 %
Grinding Media
Inc. (8)
Metals and Mining
7.93 % (L + 4.00 %)
9/21/2028
4,937,500
4,916,856
4,616,563
1.3 %
HAH Group
Holding Company LLC (5)(7)
Healthcare Providers and Services
9.43 % (S + CSA + 5.00 %)
10/22/2027
710,949
693,320
679,845
0.2 %
HAH Group
Holding Company LLC (5)(7)
Healthcare Providers and Services
9.43 % (S + CSA + 5.00 %)
10/20/2027
5,618,604
5,479,223
5,372,790
1.5 %
Hamilton Projects
Acquiror, LLC (7)(8)
Independent Power and Renewable Electricity Producers
8.17 % (L + 4.50 %)
6/11/2027
8,721,780
8,681,952
8,596,404
2.4 %
Help/Systems
Holdings, Inc. (7)
Software
8.19 % (S + CSA + 4.00 %)
11/19/2026
6,849,306
6,812,195
6,193,485
1.7 %
Hyland Software,
Inc. (7)
Software
7.88 % (L + 3.50 %)
7/1/2024
4,905,349
4,904,261
4,849,551
1.3 %
Idera, Inc.
(7)
IT Services
7.5 % (L + 3.75 %)
3/2/2028
9,799,449
9,760,546
9,266,604
2.5 %
IMA Financial
Group, Inc. (8)
Insurance
7.88 % (L + 3.50 %)
10/16/2028
4,950,000
4,928,624
4,801,525
1.3 %
Ineos US Finance
LLC (4)(5)(7)
Chemicals
8.17 % (S + CSA + 3.75 %)
11/8/2027
4,077,252
3,934,548
4,021,189
1.1 %
Infinite Bidco
LLC (7)
Electronic Equipment, Instruments and Components
7.98 % (L + 3.25 %)
3/2/2028
6,409,925
6,364,641
6,169,552
1.7 %
Inmar, Inc.
(7)(8)
Professional Services
8.47 % (L + 4.00 %)
5/1/2024
7,842,418
7,822,586
7,158,167
2.0 %
Ivanti Software,
Inc. (7)
Software
8.73 % (L + 4.00 %)
12/1/2027
982,500
980,602
778,022
0.2 %
Ivanti Software,
Inc. (7)
Software
9.01 % (L + 4.25 %)
12/1/2027
6,922,688
6,877,857
5,512,917
1.5 %
Jack Ohio
Finance LLC (8)
Hotels, Restaurants and Leisure
9.13 % (L + 4.75 %)
10/31/2028
4,948,645
4,950,641
4,862,044
1.3 %
Kestrel Acquisition,
LLC (7)
Independent Power and Renewable Electricity Producers
8.64 % (L + 4.25 %)
5/2/2025
6,832,098
6,333,128
6,657,025
1.8 %
Kleopatra
Finco S.a.r.l (4)(7)
Containers and Packaging
8.26 % (S + CSA + 4.75 %)
2/4/2026
1,965,000
1,959,187
1,753,763
0.5 %
LBM Acquisition
LLC (7)(8)
Building Products
7.12 % (L + 3.75 %)
12/31/2027
7,391,911
7,318,369
6,441,385
1.8 %
Life Time,
Inc. (4)(7)
Hotels, Restaurants and Leisure
9.48 % (L + 4.75 %)
12/10/2024
7,582,556
7,575,249
7,555,335
2.1 %
Lifescan Global
Corporation (7)
Healthcare Equipment and Supplies
9.74 % (L + 6.00 %)
10/1/2024
6,146,918
6,121,209
4,471,883
1.2 %
14
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Lightstone
Holdco LLC (7)
Independent Power and Renewable Electricity
Producers
10.07 % (S + 5.75 %)
2/1/2027
4,795,064
4,322,409
4,411,459
1.2 %
Lightstone
Holdco LLC (7)
Independent Power and Renewable Electricity Producers
10.07 % (S + 5.75 %)
2/1/2027
271,204
244,463
249,508
0.1 %
LogMeIn, Inc.
(7)
IT Services
9.14 % (L + 4.75 %)
8/31/2027
9,844,496
9,742,894
6,379,233
1.8 %
LSF9 Atlantis
Holdings, LLC (7)
Specialty Retail
11.83 % (S + 7.25 %)
3/29/2029
6,912,500
6,654,959
6,734,503
1.9 %
Magenta Buyer
LLC (7)
Software
9.17 % (L + 4.75 %)
7/27/2028
5,445,000
5,401,766
4,687,818
1.3 %
Mariner Wealth
Advisors, LLC (5)(8)
Diversified Financial Services
9.04 % (S + CSA + 4.25 %)
8/18/2028
3,000,000
2,865,000
2,891,250
0.8 %
Maxar Technologies,
Inc. (4)(5)(7)
Aerospace and Defense
8.67 % (S + CSA + 4.25 %)
6/14/2029
3,888,979
3,888,979
3,890,709
1.1 %
Medical Solutions
L.L.C. (8)
Healthcare Providers and Services
7.88 % (L + 3.50 %)
10/6/2028
4,966,304
4,945,113
4,665,744
1.3 %
Michael Baker
International, LLC (8)
Construction and Engineering
9.38 % (L + 5.00 %)
11/2/2028
6,187,500
6,132,616
6,001,875
1.7 %
Micro Holding
Corp. (7)
IT Services
8.13 % (L + 3.75 %)
9/13/2024
9,861,126
9,824,488
9,604,046
2.6 %
Midwest Veterinary
Partners, LLC (7)
Healthcare Providers and Services
8.38 % (L + 4.00 %)
4/27/2028
8,882,538
8,806,026
8,038,697
2.2 %
Milano Acquisition
Corporation (5)(7)
Healthcare Providers and Services
8.73 % (L + 4.00 %)
10/1/2027
8,878,393
8,719,701
8,356,788
2.3 %
Minotaur Acquisition,
Inc. (7)(8)
Diversified Financial Services
9.17 % (S + CSA + 5.00 %)
3/27/2026
11,944,106
12,017,475
11,356,411
3.1 %
Mitchell International,
Inc. (7)
Professional Services
8.41 % (L + 3.75 %)
10/16/2028
9,925,000
9,862,344
9,175,514
2.5 %
MLN US HoldCo
LLC (7)
Diversified Telecommunication Services
8.25 % (L + 4.50 %)
12/31/2025
4,056,188
3,997,358
1,429,806
0.4 %
Moneygram
International, Inc. (4)(7)
Diversified Consumer Services
8.88 % (L + 4.50 %)
7/21/2026
9,895,833
9,876,860
9,891,182
2.7 %
NAPA Management
Services Corporation (7)
Healthcare Providers and Services
9.67 % (S + CSA + 5.25 %)
2/23/2029
7,940,000
7,874,026
6,538,114
1.8 %
National Mentor
Holdings, Inc. (7)
Healthcare Providers and Services
8.33 % (L + 3.75 %)
2/18/2028
9,134,164
9,111,508
6,434,516
1.8 %
National Mentor
Holdings, Inc. (7)
Healthcare Providers and Services
8.48 % (L + 3.75 %)
2/18/2028
291,993
291,242
205,693
0.1 %
Navicure,
Inc. (7)
Healthcare Technology
8.38 % (L + 4.00 %)
10/22/2026
4,625,815
4,627,579
4,556,428
1.3 %
NorthStar
Group Services, Inc. (7)(8)
Commercial Services and Supplies
9.94 % (S + CSA + 5.50 %)
11/9/2026
8,649,114
8,620,554
8,526,599
2.3 %
NSM Top Holdings
Corp. (7)
Healthcare Equipment and Supplies
9.67 % (S + CSA + 5.25 %)
11/12/2026
4,936,387
4,916,697
4,450,967
1.2 %
OneDigital
Borrower LLC (7)
Insurance
8.49 % (S + CSA + 4.25 %)
11/16/2027
9,871,228
9,770,988
9,352,989
2.6 %
Orchid Merger
Sub II, LLC (4)(7)
Software
9.58 % (S + CSA + 4.75 %)
5/12/2027
4,331,250
4,127,214
3,789,844
1.0 %
Padagis, LLC
(7)
Pharmaceuticals
8.49 % (L + 4.75 %)
7/31/2028
6,588,235
6,553,975
5,874,532
1.6 %
PECF USS Intermediate
Holding III Corporation (8)
Professional Services
8.63 % (L + 4.25 %)
11/6/2028
4,950,000
4,940,828
4,145,972
1.1 %
Peraton Corp.
(7)(8)
Aerospace and Defense
8.13 % (L + 3.75 %)
2/1/2028
10,644,693
10,616,273
10,414,075
2.9 %
PetVet Care
Centers, LLC (7)
Healthcare Providers and Services
7.88 % (L + 3.50 %)
2/14/2025
6,867,196
6,857,497
6,475,079
1.8 %
PMHC II Inc.
(7)
Chemicals
8.49 % (S + CSA + 4.25 %)
2/2/2029
6,588,488
6,532,502
5,601,927
1.5 %
15
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
PQ
Performance Chemicals (7)
Chemicals
7.39 % (L + 3.25 %)
4/28/2028
4,950,000
4,947,652
4,830,383
1.3 %
Prairie ECI
Acquiror LP (7)
Oil, Gas and Consumable Fuels
9.13 % (L + 4.75 %)
3/11/2026
7,182,326
7,013,472
7,000,757
1.9 %
Pretium PKG
Holdings, Inc. (7)(8)
Containers and Packaging
8.73 % (L + 4.00 %)
9/22/2028
5,940,000
5,892,087
4,764,741
1.3 %
Project Alpha
Intermediate Holding, Inc. (5)(7)
Software
8.39 % (L + 4.00 %)
4/26/2024
8,350,738
8,289,560
8,167,022
2.2 %
Project Boost
Purchaser, LLC (7)
Professional Services
7.88 % (L + 3.50 %)
6/1/2026
5,910,000
5,899,689
5,714,261
1.6 %
Proofpoint,
Inc. (5)(7)
IT Services
7.98 % (L + 3.25 %)
6/9/2028
2,421,385
2,414,428
2,334,276
0.6 %
PS Holdco,
LLC (8)
Road and Rail
8.63 % (L + 4.25 %)
10/31/2028
5,433,731
5,411,542
5,060,162
1.4 %
PT Intermediate
Holdings III LLC (8)
Machinery
10.23 % (L + 5.50 %)
11/1/2028
2,296,800
2,287,978
2,227,896
0.6 %
PT Intermediate
Holdings III LLC (8)
Machinery
10.23 % (L + 5.50 %)
11/1/2028
496,250
491,647
481,363
0.1 %
PT Intermediate
Holdings III LLC (8)
Machinery
10.23 % (L + 5.50 %)
11/1/2028
1,520,750
1,507,724
1,475,128
0.4 %
PT Intermediate
Spider DD T/L (Parts Town) (8)
Machinery
10.23 % (L + 5.50 %)
11/1/2028
2,118,600
2,118,600
2,055,042
0.6 %
Quest Software
US Holdings Inc. (7)
Software
8.49 % (S + CSA + 4.25 %)
2/1/2029
9,476,250
9,385,131
7,353,001
2.0 %
Radiology
Partners, Inc. (7)
Healthcare Providers and Services
8.64 % (L + 4.25 %)
7/9/2025
6,000,000
5,993,919
5,064,390
1.4 %
RC Buyer,
Inc. (7)
Auto Components
8.23 % (L + 3.50 %)
7/28/2028
2,073,750
2,069,336
1,946,090
0.5 %
RealPage,
Inc. (7)
Real Estate Management and Development
7.38 % (L + 3.00 %)
2/18/2028
6,912,500
6,903,165
6,587,613
1.8 %
Red Planet
Borrower, LLC (7)
Internet Software and Services
8.13 % (L + 3.75 %)
10/2/2028
7,900,000
7,866,755
4,984,900
1.4 %
Redstone Holdco
2 LP (7)(8)
IT Services
9.11 % (L + 4.75 %)
4/14/2028
7,900,000
7,852,104
5,507,406
1.5 %
Refresco (4)(7)
Food Products
8.52 % (S + 4.25 %)
12/13/2024
5,000,000
4,958,869
4,850,000
1.3 %
Renaissance
Holdings Corp. (7)
Software
8.72 % (S + 4.50 %)
4/1/2027
4,975,000
4,836,940
4,795,900
1.3 %
Rocket Software,
Inc. (5)(7)
Software
8.63 % (L + 4.25 %)
11/28/2025
3,490,933
3,377,477
3,364,823
0.9 %
Rocket Software,
Inc. (7)
Software
8.63 % (L + 4.25 %)
11/28/2025
4,932,406
4,912,516
4,762,855
1.3 %
Rodan &
Fields, LLC (7)
Textiles, Apparel and Luxury Goods
8.32 % (L + 4.00 %)
6/16/2025
1,714,103
1,561,291
640,063
0.2 %
Rohm Holding
GMBH (4)(7)(8)
Chemicals
8.37 % (L + 4.75 %)
7/31/2026
8,845,183
8,830,408
7,418,897
2.0 %
RSC Acquisition,
Inc. (8)
Insurance
10.23 % (S + CSA + 5.50 %)
9/30/2026
6,193,331
6,147,556
6,023,015
1.7 %
Runner Buyer
Inc. (8)
Household Durables
10.23 % (L + 5.50 %)
10/20/2028
4,962,500
4,919,797
3,523,375
1.0 %
Sabert Corporation
(8)
Containers and Packaging
8.94 % (L + 4.50 %)
11/26/2026
2,101,808
2,109,801
2,091,299
0.6 %
Shearer’s
Foods, LLC (7)
Food Products
7.88 % (L + 3.50 %)
9/23/2027
1,674,054
1,665,320
1,600,814
0.4 %
Sophia, L.P.
(7)
Software
8.57 % (S + 4.00 %)
10/7/2027
1,990,000
1,971,843
1,941,912
0.5 %
Sovos Compliance,
LLC (8)
Software
8.57 % (L + 4.50 %)
7/28/2028
3,962,945
3,955,834
3,660,771
1.0 %
16
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Specialty
Building Products Holdings, LLC (7)(8)
Building Products
7.64 % (L + 3.25 %)
10/5/2028
9,925,000
9,909,395
8,969,768
2.5 %
Summer BC
Holdco B LLC (4)(8)
Media
8.17 % (L + 4.50 %)
12/4/2026
4,937,500
4,942,258
4,595,998
1.3 %
Surgery Center
Holdings, Inc. (4)(7)
Healthcare Providers and Services
8.05 % (L + 3.75 %)
9/3/2026
4,217,676
4,201,753
4,175,035
1.1 %
Tecta America
Corp. (7)(8)
Construction and Engineering
8.69 % (S + CSA + 4.25 %)
4/6/2028
8,585,091
8,568,674
8,263,150
2.3 %
The Edelman
Financial Center, LLC (7)
Diversified Financial Services
7.88 % (L + 3.50 %)
4/7/2028
7,859,918
7,783,213
7,354,919
2.0 %
Thryv, Inc.
(4)(7)
Professional Services
12.88 % (L + 8.50 %)
2/18/2026
4,850,226
4,861,233
4,791,636
1.3 %
Tidal Power
Holdings, LLC (4)(7)
Independent Power and Renewable Electricity Producers
8.48 % (L + 3.75 %)
4/1/2027
848,961
847,980
846,838
0.2 %
Titan US Finco,
LLC (4)(8)
Media
7.67 % (L + 4.00 %)
10/6/2028
5,955,000
5,942,128
5,711,857
1.6 %
Tosca Services,
LLC (7)
Containers and Packaging
7.94 % (S + CSA + 3.50 %)
8/18/2027
6,899,596
6,847,551
5,640,420
1.6 %
Traverse Midstream
Partners LLC (7)
Oil, Gas and Consumable Fuels
8.95 % (S + CSA + 4.25 %)
9/27/2024
3,162,774
3,153,165
3,160,798
0.9 %
Truck Hero,
Inc. (7)
Auto Components
8.13 % (L + 3.50 %)
1/20/2028
6,980,675
6,973,011
6,016,469
1.7 %
U.S. Renal
Care, Inc. (7)(8)
Healthcare Providers and Services
9.44 % (L + 5.00 %)
6/26/2026
8,820,648
8,697,196
4,978,153
1.4 %
U.S. Renal
Care, Inc. (7)
Healthcare Providers and Services
9.94 % (L + 5.50 %)
6/26/2026
493,750
488,355
278,660
0.1 %
U.S. Silica
Company (4)(7)
Metals and Mining
8.44 % (L + 4.00 %)
4/25/2025
7,856,622
7,724,787
7,797,697
2.1 %
UKG Inc. (7)
Software
8.13 % (L + 3.75 %)
4/8/2026
4,365,880
4,352,517
4,217,746
1.2 %
United Airlines,
Inc. (4)(7)
Airlines
8.11 % (L + 3.75 %)
4/21/2028
7,887,124
7,944,048
7,809,909
2.1 %
US Radiology
Specialists, Inc. (7)
Healthcare Providers and Services
8.94 % (L + 5.25 %)
12/10/2027
8,880,300
8,788,150
8,046,395
2.2 %
Veracode (7)
Software
8.94 % (S + CSA + 4.75 %)
4/20/2029
8,778,000
8,735,737
8,245,878
2.3 %
VeriFone Systems,
Inc. (7)
Commercial Services and Supplies
8.36 % (L + 4.00 %)
8/20/2025
2,946,292
2,916,464
2,714,743
0.7 %
Verscend Holding
Corp. (7)
Healthcare Technology
8.38 % (L + 4.00 %)
8/27/2025
6,063,985
6,052,127
6,037,455
1.7 %
Vision Solutions,
Inc. (7)
IT Services
8.36 % (L + 4.00 %)
4/24/2028
9,875,000
9,848,442
8,203,656
2.3 %
WaterBridge
Midstream Operating, LLC (7)
Energy Equipment and Services
9.13 % (L + 5.75 %)
6/22/2026
3,959,079
3,866,350
3,816,176
1.1 %
Watlow Electric
Manufacturing Company (7)
Electrical Equipment
8.15 % (S + CSA + 3.75 %)
3/2/2028
3,281,909
3,260,223
3,165,007
0.9 %
Wencor Group
(7)
Aerospace and Defense
8.42 % (S + CSA + 4.25 %)
6/19/2026
2,976,923
2,913,743
2,906,221
0.8 %
White Cap
Buyer LLC (7)(8)
Building Products
8.07 % (S + 3.75 %)
10/8/2027
6,890,281
6,880,543
6,674,960
1.8 %
Wilsonart
LLC (7)(8)
Building Products
7.98 % (L + 3.25 %)
12/18/2026
9,849,375
9,807,312
9,397,535
2.6 %
Zelis
Cost Management Buyer, Inc. (7)
Healthcare Technology
7.88 % (L + 3.50 %)
9/30/2026
4,744,302
4,738,488
4,701,319
1.3 %
Total
First Lien Senior Secured
959,720,843
$ 951,753,250
$ 870,880,344
239.6 %
17
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
Second
Lien Senior Secured (2)
American
Rock Salt Company LLC
Metals and Mining
11.63 % (L + 7.25 %)
6/4/2029
2,750,000
2,774,395
2,640,000
0.7 %
ARC Falcon
I Inc. (7)
Chemicals
11.38 % (L + 7.00 %)
9/24/2029
2,000,000
1,982,524
1,745,000
0.5 %
Artera Services,
LLC (7)
Construction and Engineering
11.98 % (L + 7.25 %)
3/6/2026
7,810,000
7,499,293
4,867,309
1.3 %
Aruba Investments,
Inc. (7)
Chemicals
12.14 % (L + 7.75 %)
10/27/2028
2,350,000
2,318,902
2,150,250
0.6 %
Asurion, LLC
(7)
Insurance
9.63 % (L + 5.25 %)
1/19/2029
6,000,000
5,965,262
4,699,290
1.3 %
Barracuda
Networks, Inc.
Software
11.09 % (S + 7.00 %)
5/17/2030
3,000,000
2,912,610
2,741,250
0.8 %
DCert Buyer,
Inc. (7)
IT Services
11.7 % (L + 7.00 %)
2/19/2029
1,500,000
1,497,620
1,375,500
0.4 %
Delta Topco,
Inc.
IT Services
11.65 % (S + 7.25 %)
10/6/2028
3,435,617
3,470,139
2,735,610
0.8 %
Energy Acquisition
LP
Electrical Equipment
12.88 % (L + 8.50 %)
6/25/2026
2,812,400
2,726,657
2,271,013
0.6 %
Epicor Software
Corporation (7)
Software
12.13 % (L + 7.75 %)
7/31/2028
3,000,000
3,044,723
2,968,500
0.8 %
Help/Systems
Holdings, Inc.
Software
10.94 % (S + CSA + 6.75 %)
11/19/2027
3,656,217
3,663,047
2,911,263
0.8 %
Idera, Inc.
IT Services
10.5 % (L + 6.75 %)
2/5/2029
5,000,000
5,027,564
4,150,000
1.1 %
Infinite Bidco
LLC (7)
Electronic Equipment, Instruments and Components
11.73 % (L + 7.00 %)
2/24/2029
2,729,999
2,725,339
2,525,249
0.7 %
Inmar, Inc.
(7)
Professional Services
12.38 % (L + 8.00 %)
5/1/2025
5,000,000
5,004,820
4,675,000
1.3 %
Ivanti Software,
Inc.
Software
12.01 % (L + 7.25 %)
12/1/2028
3,000,000
3,011,509
1,755,000
0.5 %
Magenta Buyer
LLC
Software
12.67 % (L + 8.25 %)
7/27/2029
5,000,000
4,990,886
3,975,000
1.1 %
Paradigm Outcomes
Healthcare Providers and Services
12.05 % (S + CSA + 7.50 %)
10/26/2026
1,500,000
1,479,565
1,440,000
0.4 %
Peraton Corp.
Aerospace and Defense
12.09 % (L + 7.75 %)
2/26/2029
2,912,425
2,970,059
2,783,551
0.8 %
Pretium PKG
Holdings, Inc. (7)
Containers and Packaging
11.54 % (L + 6.75 %)
9/30/2029
2,000,000
1,982,769
1,247,510
0.3 %
Quest Software
US Holdings Inc.
Software
11.59 % (S + 7.50 %)
2/1/2030
3,000,000
2,958,821
1,851,255
0.5 %
Vision
Solutions, Inc.
IT Services
11.61 % (L + 7.25 %)
4/23/2029
3,500,000
3,506,759
2,610,790
0.7 %
Total
Second Lien Senior Secured
71,956,658
71,513,263
58,118,340
16.0 %
Corporate
Bonds
KOBE
US Midco 2 Inc
Chemicals
9.25 %
11/1/2026
1,900,000
1,884,529
1,332,888
0.4 %
Total
Corporate Bonds
1,900,000
1,884,529
1,332,888
0.4 %
Total
Debt Investments
1,033,577,501
$ 1,025,151,042
$ 930,331,572
256.0 %
18
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Portfolio
Company (3)
Industry
Interest
Rate
Maturity
Date
Principal
/
Par
Amortized
Cost (1)(6)
Fair
Value
Percentage
of Net Assets
CLO
Mezzanine (2)
522
Funding CLO 2020-6, Ltd. (4)
Structured Note
12.36 % (L + 8.04 %)
10/23/2034
2,800,000
2,723,983
2,188,332
0.7 %
Barings CLO
2013-IA Class FR (4)
Structured Note
10.99 % (L + 6.75 %)
1/20/2028
2,000,000
1,935,102
1,788,731
0.5 %
Carlyle US
CLO 2020-2, Ltd (4)
Structured Note
12.89 % (L + 8.53 %)
1/25/2035
4,000,000
3,889,711
3,213,525
0.9 %
Elmwood CLO
III Ltd. (4)
Structured Note
11.98 % (L + 7.74 %)
10/20/2034
2,000,000
1,927,196
1,600,079
0.4 %
GoldenTree
Loan Management US 2020-7A (4)
Structured Note
11.99 % (L + 7.75 %)
4/20/2034
2,000,000
1,895,346
1,532,172
0.4 %
GoldenTree
Loan Management US 2021-10A (4)
Structured Note
12.03 % (L + 7.79 %)
7/20/2034
1,250,000
1,216,595
983,411
0.3 %
GoldenTree
Loan Management US 2021-9A (4)
Structured Note
10.99 % (L + 6.75 %)
1/20/2033
2,000,000
1,896,778
1,558,971
0.4 %
Magnetite
CLO, Ltd. 2015-16A (4)
Structured Note
10.69 % (L + 6.50 %)
1/18/2028
1,000,000
842,116
854,968
0.2 %
Thayer
Park CLO, Ltd. (4)
Structured Note
13.11 % (L + 8.87 %)
4/20/2034
1,300,000
1,262,503
1,012,532
0.3 %
Total
CLO Mezzanine
18,350,000
17,589,330
14,732,721
4.1 %
CLO
Equity
Ares CLO Ltd
2021-62A (4)
Structured Subordinated Note
NA
1/25/2034
5,000,000
4,225,172
3,679,447
1.0 %
Babson CLO
2018-4A, Ltd. (4)
Structured Subordinated Note
NA
10/15/2030
4,000,000
1,856,928
1,637,600
0.5 %
Dryden 86
CLO, Ltd. (4)
Structured Subordinated Note
NA
7/17/2030
6,000,000
4,395,442
3,732,464
1.0 %
HPS Loan Management
12-2018, Ltd. (4)
Structured Subordinated Note
NA
7/18/2031
7,500,000
4,290,326
3,006,631
0.8 %
Long Point
Park CLO, Ltd. (4)
Structured Subordinated Note
NA
1/17/2030
6,358,000
3,836,615
2,550,735
0.7 %
Regatta XII
Funding Ltd. (4)
Structured Subordinated Note
NA
10/15/2032
6,000,000
4,430,480
3,845,111
1.1 %
Signal Peak
CLO, LLC (4)
Structured Subordinated Note
NA
10/26/2034
5,000,000
2,437,836
2,253,444
0.6 %
Stratus
CLO Series 2021-1A (4)
Structured Subordinated Note
NA
12/29/2029
2,000,000
1,539,549
1,094,792
0.3 %
Total
CLO Equity
41,858,000
27,012,348
21,800,224
6.0 %
Total
Other Investments
60,208,000
$ 44,601,678
$ 36,532,945
10.1 %
19
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2022
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 4.10% (9)
50,347,215
50,347,215
50,347,215
13.9 %
Total Short-Term Investments
50,347,215
$ 50,347,215
$ 50,347,215
13.9 %
Total Investments
$ 1,120,099,935
$ 1,017,211,732
280.0 %
Liabilities in Excess of Other Assets
( 653,768,250 )
( 180.0 )%
Net Assets
$ 363,443,482
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 December 31, 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 December 31, 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 December 31, 2022, 14.9% of the Company’s total assets were in non-qualifying investments.
(5) Investments or a portion of investments are unsettled as of December 31, 2022.
(6) As of December 31, 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 December 31, 2022.
The
accompanying notes are an integral part of these consolidated financial statements.
20
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Organization
Palmer Square Capital BDC
Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of
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 six months
ended June 30, 2023 and June 30, 2022, 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.
21
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, 2022, the balance of debt issuance costs
was $( 0.1 ) million, representing deferred financing costs of $ 2.4 million less accrued interest of $ 2.5 million, included in BoA Credit
Facility and WF Credit Facility (each as defined below), net of $ 641.3 million on the consolidated statements of assets and liabilities.
As of June 30, 2023, the balance of debt issuance costs was $( 3.1 ) million, representing deferred financing costs of $ 1.9 million less
accrued interest of $ 5.1 million, included in BoA Credit Facility and WF Credit Facility, net of $ 627.4 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.
22
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
To qualify as a RIC, the
Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC
tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90 % of its “investment company
taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains
over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute
annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections)
for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October 31 in such
calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed
during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4%
nondeductible U.S. federal excise tax on this income.
The Company evaluates tax
positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax
positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the
“more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties
and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review
and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations
thereof.
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.
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.
Non-Accrual Status
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.
23
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Management reviews all loans
that have principal or interest that is 90 days past due, or when there is reasonable doubt as to the collection of principal or interest
to determine if a loan will be placed on non-accrual status. When a loan is placed on non-accrual status, the accrued interest and unpaid
interest is generally reversed, and any discount (market or original) is no longer accreted to interest income. Interest payments received
while a loan is on non-accrual status may be applied to principal or recognized as income, as determined by management’s judgement
regarding collectability.
A loan may be taken off non-accrual
status if past due payments are made, and if management determines the issuer is likely to remain current on future payments. Management
may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Management may also
leave a loan on accrual status while actively seeking recovery of past due payment. As of June 30, 2023, the Company had no portfolio
investments on non-accrual status.
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.
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. In December 2022 the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848) – Deferral of
the Sunset Date of Topic 848 which extended the effective period through December 31, 2024.
On July 26, 2023, the SEC
adopted amendments intended to enhance and standardize disclosures related to cybersecurity. The amendments require timely disclosure
of material cybersecurity incidents and annual disclosures related to cybersecurity risk management, strategy, and governance. The disclosures
are effective beginning with annual reports for fiscal years ending on or after December 15, 2023. The Company is currently evaluating
the impact of adoption on its consolidated financial statements.
24
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into
the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities
and equipment and provides clerical, bookkeeping, 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.
25
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Additionally, pursuant to
the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing. Following a Listing, the Investment
Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee
net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently
completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the Company’s
aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below.
In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar quarters are
greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the
pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment. The amount
of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the other hand,
if the Company’s net investment income over the most recently completed and three preceding calendar quarters is equal to or greater
than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment
to pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly in arrears
commencing with the first calendar quarter following a Listing. The Company will pay the Investment Advisor an Income Incentive Fee with
respect to its “adjusted net investment income” in each calendar quarter as follows:
●
no Income
Incentive Fee in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an
amount equal to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end
of that quarter (the “Hurdle Amount”);
●
100% of the Company’s
“adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if
any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly
basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter. The Catch-Up
Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted
net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in
any calendar quarter; and
●
for any calendar quarter
in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall
equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter.
“Adjusted net investment
income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed
calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most
recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the
Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter,
the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive
fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive fee
net investment income” means interest income, dividend income and any other income (including any other fees such as commitment,
origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding
fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the
base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding
preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case
of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments
with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that
the Company has not yet received in cash.
“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.
26
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 June 30, 2023 and December 31, 2022 :
June 30, 2023
December 31, 2022
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 934,889,654
$ 878,564,709
$ 951,753,250
$ 870,880,344
Second-lien senior secured debt
66,564,947
54,225,052
71,513,263
58,118,340
Corporate Bonds
1,886,241
1,263,500
1,884,529
1,332,888
CLO Mezzanine
14,835,643
12,652,097
17,589,330
14,732,721
CLO Equity
26,122,495
19,261,618
27,012,348
21,800,224
Short-term investments
96,877,231
96,877,231
50,347,215
50,347,215
Total Investments
$ 1,141,176,211
$ 1,062,844,207
$ 1,120,099,935
$ 1,017,211,732
As of June 30, 2023, approximately
13.8 % of the long-term investment portfolio at amortized cost and 13.8 % of the long-term investment portfolio measured at fair value,
respectively, were invested in non-qualifying assets. As of December 31, 2022, approximately 16.0 % of the long-term investment portfolio
at amortized cost and 16.3 % of the long-term investment portfolio measured at fair value, respectively, were invested in non-qualifying
assets. With respect to the Company’s total assets, 12.3 % and 14.9 % of the Company’s total assets were in non-qualifying
assets as defined by Section 55(a) of the 1940 Act as of June 30, 2023 and December 31, 2022, respectively.
27
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The industry composition
of investments based on fair value, as a percentage of total investments at fair value, as of June 30, 2023 and December 31, 2022 was
as follows :
June
30,
2023
December 31,
2022
Software
12.9 %
12.9 %
Healthcare Providers and Services
9.3 %
9.9 %
Cash and Cash Equivalents
9.1 %
4.9 %
IT Services
7.9 %
8.4 %
Insurance
5.7 %
5.8 %
Professional Services
5.5 %
5.9 %
Hotels, Restaurants and Leisure
4.3 %
3.9 %
Building Products
3.7 %
3.7 %
Media
3.6 %
3.2 %
Chemicals
3.1 %
3.3 %
Diversified Financial Services
3.0 %
2.6 %
Independent Power and Renewable Electricity Producers
2.9 %
2.8 %
Construction and Engineering
2.6 %
2.5 %
Aerospace and Defense
2.0 %
2.5 %
Auto Components
1.9 %
1.9 %
Structured Subordinated Note
1.8 %
2.1 %
Electronic Equipment, Instruments and Components
1.5 %
1.2 %
Containers and Packaging
1.4 %
1.5 %
Food Products
1.3 %
1.3 %
Internet Software and Services
1.3 %
1.1 %
Specialty Retail
1.3 %
1.3 %
Commercial Services and Supplies
1.2 %
1.3 %
Metals and Mining
1.2 %
2.0 %
Structured Note
1.2 %
1.4 %
Diversified Consumer Services
1.1 %
1.6 %
Energy Equipment and Services
1.1 %
0.6 %
Healthcare Technology
1.0 %
2.1 %
Healthcare Equipment and Supplies
0.9 %
0.9 %
Machinery
0.7 %
0.6 %
Oil, Gas and Consumable Fuels
0.7 %
1.7 %
Real Estate Management and Development
0.6 %
0.6 %
Wireless Telecommunication Services
0.6 %
0.6 %
Pharmaceuticals
0.6 %
0.6 %
Electrical Equipment
0.5 %
0.5 %
Road and Rail
0.5 %
0.5 %
Diversified Telecommunication Services
0.4 %
0.3 %
Industrial Conglomerates
0.4 %
0.4 %
Technology Hardware, Storage and Peripherals
0.4 %
0.4 %
Household Durables
0.4 %
0.3 %
Transportation
0.3 %
- %
Textiles, Apparel and Luxury Goods
0.1 %
0.1 %
Airlines
- %
0.8 %
Total
100.0 %
100.0 %
28
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 5. Fair Value of Investments
Fair value is defined as
the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a
market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques
maximize the use of observable market inputs and minimize the use of unobservable inputs.
Inputs refer broadly to the
assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable
or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability
developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions
market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement
date. The three levels are defined as follows:
Level 1 — Valuations based on
quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement
date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and
observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models
to determine the value of derivatives or other assets or liabilities.
Level 3 — Valuations based on
inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments in private investment
companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in
the fair value hierarchy. As of June 30, 2023 and as of December 31, 2022, there were no investments accounted for using the practical
expedient.
The inputs for the determination
of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions
that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private
companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment
or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these
valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation,
and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include
a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing
and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings
applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that
may eventually be realized from sales or other dispositions of investments.
A financial instrument’s
categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
29
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The following table presents
the fair value hierarchy of investments as of June 30, 2023 :
Fair Value Hierarchy as of June
30, 2023
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 878,564,709
$ -
$ 878,564,709
Second-lien senior secured debt
-
54,225,052
-
54,225,052
Corporate Bonds
-
1,263,500
-
1,263,500
CLO Mezzanine
-
12,652,097
-
12,652,097
CLO Equity
-
19,261,618
-
19,261,618
Short Term Investments
96,877,231
-
-
96,877,231
Total Investments
$ 96,877,231
$ 965,966,976
$ -
$ 1,062,844,207
The following table presents
the fair value hierarchy of investments as of December 31, 2022:
Fair Value Hierarchy as of December
31, 2022
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 870,880,344
$ -
$ 870,880,344
Second-lien senior secured debt
-
58,118,340
-
58,118,340
Corporate Bonds
-
1,332,888
-
1,332,888
CLO Mezzanine
-
14,732,721
-
14,732,721
CLO Equity
-
21,800,224
-
21,800,224
Short Term Investments
50,347,215
-
-
50,347,215
Total Investments
$ 50,347,215
$ 966,864,517
$ -
$ 1,017,211,732
For the six months ended
June 30, 2023 and the year ended December 31, 2022, 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 June 30, 2023,
approximates their respective carrying values because the BoA Credit Facility and WF Credit Facility each have variable interest based
on selected short term rates.
30
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Borrowings
In accordance with the 1940
Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act,
are at least 150 % after such borrowing. As of June 30, 2023, the Company’s asset coverage ratio was 168 %.
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 June 30, 2023 :
June 30, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA Credit Facility
$ 725,000,000
$ 490,000,000
$ 235,000,000
$ 491,619,131
Total debt
$ 725,000,000
$ 490,000,000
$ 235,000,000
$ 491,619,131
(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 $ 1.063 million and accrued interest of $ 2.683
million.
Debt obligations under the BoA Credit Facility
consisted of the following as of December 31, 2022:
December 31, 2022
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA Credit Facility
$ 725,000,000
$ 514,500,000
$ 210,500,000
$ 513,726,164
Total debt
$ 725,000,000
$ 514,500,000
$ 210,500,000
$ 513,726,164
(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 $ 1.358 million and accrued interest of $ 584 thousand.
31
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average debt outstanding
under the BoA Credit Facility during the six months ended June 30, 2023 and June 30, 2022, was $ 500.9 million and $ 560.0 million, respectively.
The loans under the BoA Credit
Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans
will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of
(a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit Agreement includes
fallback language in the event that SOFR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and
interest pursuant to SOFR 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 six months
ended June 30, 2023 and June 30, 2022, the components of interest expense with respect to the BoA Credit Facility were as follows :
For the Three Months Ended
June
30
For the Six Months Ended
June 30
2023
2022
2023
2022
Interest expense
$ 8,257,485
$ 3,140,658
$ 16,110,649
$ 5,384,937
Amortization of debt issuance costs
161,353
158,398
319,296
315,055
Total interest expense
$ 8,418,838
$ 3,299,056
$ 16,429,945
$ 5,699,992
Average interest rate
6.40 %
2.06 %
6.14 %
1.76 %
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”).
On April 10, 2023, the Company
entered into an amendment to the WF Credit Facility that amends the WF Credit Facility to, among other things: (i) transfer and assign
U.S. Bank National Association’s rights and obligations as collateral agent and as a secured party to U.S. Bank Trust Company,
National Association, (ii) reference SOFR instead of LIBOR and (iii) remove LIBOR transition language in 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
32
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Debt obligations under the
WF Credit Facility consisted of the following as of June 30, 2023:
June 30, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
WF Credit Facility
$ 150,000,000
$ 134,250,000
$ 15,750,000
$ 135,746,351
Total debt
$ 150,000,000
$ 134,250,000
$ 15,750,000
$ 135,746,351
(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 $ 872 thousand and accrued interest of $ 2.368 million.
Debt obligations under the
WF Credit Facility consisted of the following as of December 31, 2022:
December 31, 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
$ 127,583,253
Total debt
$ 150,000,000
$ 126,750,000
$ 23,250,000
$ 127,583,253
(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 $1.047 million and accrued interest of $1.880 million.
Average debt outstanding
under the WF Credit Facility during the six months ended June 30, 2023 and June 30, 2022, was $ 127.9 million and $ 118.9 million, respectively.
33
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. From April 10, 2023, Broadly Syndicated Loans will bear
interest at Daily Simple SOFR or base rate, as applicable, plus 2.00 %, and Middle Market Loans will bear interest at Daily Simple SOFR
or base rate, as applicable, plus 2.50 %, with an interest rate floor of 0.0 %. 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 Daily
Simple SOFR 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).
For the three and six months
ended June 30, 2023 and June 30, 2022, the components of interest expense with respect to the WF Credit Facility were as follows:
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2023
2022
2023
2022
Interest expense
$ 2,368,060
$ 1,041,192
$ 4,592,062
$ 1,704,248
Amortization of debt issuance costs
87,986
87,986
175,006
175,006
Total interest expense
$ 2,456,046
$ 1,129,178
$ 4,767,068
$ 1,879,254
Average interest rate
7.15 %
3.07
6.92 %
2.70 %
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.
34
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 7. Share Transactions
Offering Proceeds
During the six months ended
June 30, 2023 and June 30, 2022, the Company issued and sold 1,486,335 shares at an aggregate purchase price of $ 24.2 million and 492,018
shares at an aggregate purchase price of $ 9.8 million, respectively. These amounts include shares issued in reinvestment.
Distribution Reinvestment Plan
The Company has adopted a
dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s
stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares,
a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment
plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock,
rather than receiving cash dividends and distributions.
Prior to a Listing, the Board
will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of
common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of
the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
After a Listing, the Board
intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a
price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection
with the implementation of the dividend reinvestment plan. The 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.
35
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 8. Commitments and Contingencies
As of June 30, 2023 and December
31, 2022, the Company had an aggregate of $ 1.5 million and $ 2.6 million, respectively, of unfunded commitments to provide debt financing
to its portfolio companies. As of each of June 30, 2023 and December 31, 2022, 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 statements 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 June 30, 2023 is shown in the table below :
As of
Expiration
Date (1)
June 30,
2023
PT Intermediate Holdings III, LLC
9/2/2024
$ 666,600
ImageFirst Holdings, LLC
4/28/2025
833,333
Total unfunded commitments
$ 1,499,933
(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, 2022 is shown in the table below:
Expiration
Date (1)
As of
December 31,
2022
ARC Falcon I Inc.
3/30/2023
$ 636,943
Vocus Group
6/18/2023
2,000,000
Total unfunded commitments
$ 2,636,943
(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 June 30, 2023, management is not
aware of any pending or threatened litigation.
36
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 June 30, 2023
and June 30, 2022, 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 six months ended June 30, 2023 and June
30, 2022 .
For the Three Months Ended
June 30
For the Six Months Ended
June
30
2023
2022
2023
2022
Net increase (decrease) in net assets resulting from operations
$ 23,940,662
$ ( 65,332,117 )
$ 52,028,984
$ ( 68,762,918 )
Weighted average shares of common stock outstanding - basic and diluted
25,453,970
22,932,390
25,025,158
22,870,423
Earnings (loss) per share of common stock - basic and diluted
$ 0.94
$ ( 2.85 )
$ 2.08
$ ( 3.01 )
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 six months ended June 30, 2023 and June 30, 2022 :
For the Six Months Ended
June 30
2023
2022
Per Common Share Operating Performance
Net Asset Value, Beginning of Period
$ 14.96
$ 20.06
Results of Operations:
Net
Investment Income (1)
1.11
0.80
Net
Realized and Unrealized Gain (Loss) on Investments (4)
1.00
( 3.78 )
Net Increase (Decrease) in Net Assets Resulting from Operations
2.11
( 2.98 )
Distributions to Common Stockholders
Distributions from Net Investment Income
( 0.52 )
( 0.37 )
Distributions from Realized Gains
-
-
Return of Capital
-
-
Net Decrease in Net Assets Resulting from Distributions
( 0.52 )
( 0.37 )
Net Asset Value, End of Period
$ 16.55
$ 16.71
Shares Outstanding, End of Period
25,772,963
23,062,349
Ratio/Supplemental Data
Net assets, end of period
$ 426,528,796
$ 385,433,333
Weighted-average shares outstanding
25,025,158
22,870,423
Total Return (3)
14.11 %
( 15.14 )%
Portfolio turnover
11 %
19 %
Ratio of operating expenses
to average net assets without waiver (2)
13.30 %
5.88 %
Ratio of operating expenses
to average net assets with waiver (2)
13.05 %
5.63 %
Ratio of net investment income
(loss) to average net assets without waiver (2)
13.79 %
7.93 %
Ratio of net investment income
(loss) to average net assets with waiver (2)
14.04 %
8.18 %
(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.
37
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 11. Subsequent Events
The Company’s management
has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been
no subsequent events that require recognition or disclosure in these consolidated financial statements except for the following:
On July 1, 2023, the Company issued and sold 21,148 shares of its common
stock at an aggregate purchase price of $ 350 thousand. The issuance of the shares of common stock was exempt from the registration requirements
of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
38
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations.
The following discussion
and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information
appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,”
“our,” or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking Statements
This quarterly report on
Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue
reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on
current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our
beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,”
“will,” “may,” “continue,” “believes,” “seeks,” “estimates,”
“would,” “could,” “should,” “targets,” “projects,” and variations of these
words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause
actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
●
our future operating results;
●
our business prospects
and the prospects of our portfolio companies;
●
changes in political, economic
or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes
from the impact of the novel coronavirus (SARS-CoV-2) and related respiratory disease (“COVID-19”) pandemic;
●
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 adverse events, such as the COVID-19 pandemic;
●
our ability to continue
to effectively manage our business due to the disruptions caused by adverse events, such as the COVID-19 pandemic;
●
the dependence of our future
success on the general economy and its effect on the industries in which we invest;
●
our ability to maintain
our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”)
under the Internal Revenue Code of 1986, as amended (the “Code”);
●
the use of borrowed money
to finance a portion of our investments;
●
the adequacy, availability
and pricing of our financing sources and working capital;
●
actual or potential conflicts
of interest with the Investment Advisor and its affiliates;
●
our contractual arrangements
and relationships with third parties;
39
●
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.
40
Revenues
We generate revenue primarily
in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments generally
bear interest at a floating rate usually determined on the basis of a benchmark such as 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.
41
Portfolio and Investment Activity
As of June 30, 2023, our
weighted average total yield to maturity of debt and income producing securities at fair value was 11.40%, and our weighted average total
yield to maturity of debt and income producing securities at amortized cost was 9.08%.
As of December 31, 2022,
our weighted average total yield to maturity of debt and income producing securities at fair value was 11.47%, and our weighted average
total yield to maturity of debt and income producing securities at amortized cost was 8.70%.
As of June 30, 2023, we had
208 debt and equity investments in 177 portfolio companies with an aggregate fair value of approximately $966.0 million.
As of December 31, 2022,
we had 204 debt and equity investments in 176 portfolio companies with an aggregate fair value of approximately $966.9 million.
Our investment activity
for the three and six months ended June 30, 2023 and June 30, 2022 is presented below (information presented herein is at amortized
cost unless otherwise indicated).
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2023
2022
2023
2022
New investments:
Gross investments
$ 46,672,859
$ 62,439,428
$ 110,130,547
$ 221,385,705
Less: sold investments
(33,815,172 )
(56,500,387 )
(135,954,079 )
(204,224,871 )
Total new investments
12,857,687
5,939,041
(25,823,532 )
17,160,834
Principal amount of investments funded:
First-lien senior secured debt investments
$ 46,672,859
$ 52,423,639
$ 110,130,547
$ 189,668,047
Second-lien senior secured debt investments
-
4,387,500
-
19,102,118
Corporate bonds
-
-
-
-
Convertible bonds
-
3,728,289
-
3,728,289
Collateralized securities and structured products - debt
-
-
-
-
CLO Equity
-
1,900,000
-
8,887,251
Common stock
-
-
-
-
Total principal amount of investments funded
46,672,859
62,439,428
110,130,547
221,385,705
Principal amount of investments sold or repaid:
First-lien senior secured debt investments
28,021,408
52,506,416
127,184,752
190,420,356
Second-lien senior secured debt investments
5,000,000
3,034,786
5,000,000
9,434,916
Corporate bonds
-
(773 )
-
1,000,720
Convertible bonds
-
(23,026 )
-
998,949
CLO Equity
793,764
1,005,812
889,852
1,005,812
Collateralized securities and structured products - debt
-
(22,828 )
2,879,475
1,364,118
Common stock
-
-
-
-
Total principal amount of investments sold or repaid
33,815,172
56,500,387
135,954,079
204,224,871
42
Our investment activity for
the three and six months ended June 30, 2023 and June 30, 2022 is presented below (information presented herein is at Par unless otherwise
indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding
as of June 30, 2023 and June 30, 2022, respectively.
For the Three Months Ended
June 30
For the Six Months Ended
June 30
2023
2022
2023
2022
Number of new investment commitments
13
16
28
37
Average new investment commitment amount
$ 4,118,535
$ 3,268,209
$ 3,914,768
$ 4,276,728
Weighted average maturity for new investment commitments
5.26 years
6.18 years
5.27 years
6.50 years
Percentage of new debt investment commitments at floating rates
100.00 %
90.35 %
100 %
96.71 %
Percentage of new debt investment commitments at fixed rates
0.00 %
9.65 %
0 %
3.29 %
Weighted average interest rate of new investment commitments (1)
10.15 %
5.43 %
10.12 %
6.02 %
Weighted average spread over reference rate of new floating rate investment commitments (2)
4.96 %
5.03 %
4.92 %
4.91 %
Weighted average interest rate on long-term investments sold or paid down
10.87 %
5.09 %
9.20 %
4.70 %
(1)
For the three and six
months ended June 30, 2022, 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 June 30, 2023 and December
31, 2022, our investments consisted of the following:
June 30, 2023
December 31, 2022
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 934,889,654
$ 878,564,709
$ 951,753,250
$ 870,880,344
Second-lien senior secured debt
66,564,947
54,225,052
71,513,263
58,118,340
Corporate Bonds
1,886,241
1,263,500
1,884,529
1,332,888
CLO Mezzanine
14,835,643
12,652,097
17,589,330
14,732,721
CLO Equity
26,122,495
19,261,618
27,012,348
21,800,224
Short-term investments
96,877,231
96,877,231
50,347,215
50,347,215
Total Investments
$ 1,141,176,211
$ 1,062,844,207
$ 1,120,099,935
$ 1,017,211,732
43
The table below describes
investments by industry composition based on fair value as of June 30, 2023 and December 31, 2022:
June
30,
2023
December 31,
2022
Software
12.9 %
12.9 %
Healthcare Providers and Services
9.3 %
9.9 %
Cash and Cash Equivalents
9.1 %
4.9 %
IT Services
7.9 %
8.4 %
Insurance
5.7 %
5.8 %
Professional Services
5.5 %
5.9 %
Hotels, Restaurants and Leisure
4.3 %
3.9 %
Building Products
3.7 %
3.7 %
Media
3.6 %
3.2 %
Chemicals
3.1 %
3.3 %
Diversified Financial Services
3.0 %
2.6 %
Independent Power and Renewable Electricity Producers
2.9 %
2.8 %
Construction and Engineering
2.6 %
2.5 %
Aerospace and Defense
2.0 %
2.5 %
Auto Components
1.9 %
1.9 %
Structured Subordinated Note
1.8 %
2.1 %
Electronic Equipment, Instruments and Components
1.5 %
1.2 %
Containers and Packaging
1.4 %
1.5 %
Food Products
1.3 %
1.3 %
Internet Software and Services
1.3 %
1.1 %
Specialty Retail
1.3 %
1.3 %
Commercial Services and Supplies
1.2 %
1.3 %
Metals and Mining
1.2 %
2.0 %
Structured Note
1.2 %
1.4 %
Diversified Consumer Services
1.1 %
1.6 %
Energy Equipment and Services
1.1 %
0.6 %
Healthcare Technology
1.0 %
2.1 %
Healthcare Equipment and Supplies
0.9 %
0.9 %
Machinery
0.7 %
0.6 %
Oil, Gas and Consumable Fuels
0.7 %
1.7 %
Real Estate Management and Development
0.6 %
0.6 %
Wireless Telecommunication Services
0.6 %
0.6 %
Pharmaceuticals
0.6 %
0.6 %
Electrical Equipment
0.5 %
0.5 %
Road and Rail
0.5 %
0.5 %
Diversified Telecommunication Services
0.4 %
0.3 %
Industrial Conglomerates
0.4 %
0.4 %
Technology Hardware, Storage and Peripherals
0.4 %
0.4 %
Household Durables
0.4 %
0.3 %
Transportation
0.3 %
- %
Textiles, Apparel and Luxury Goods
0.1 %
0.1 %
Airlines
- %
0.8 %
Total
100.0 %
100.0 %
44
The table below shows the
weighted average yields and interest rate of our debt investments at fair value as of June 30, 2023 and December 31, 2022:
June 30,
2023
December 31,
2022
Weighted average total yield of debt and income producing
securities
11.40 %
11.47 %
Weighted
average interest rate of debt and income producing securities (1)
9.82 %
8.83 %
Weighted
average spread over reference rate of all floating rate investments (2)
4.59 %
4.47 %
(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 six months ended June 30, 2023 and June 30, 2022.
For the Three Months Ended
June
30
For the Six Months Ended
June
30
2023
2022
2023
2022
Total investment income
$ 27,441,864
$ 16,497,241
$ 53,627,365
$ 30,752,200
Less: Net expenses
13,241,745
6,947,708
25,834,566
12,532,097
Net investment income
14,200,119
9,549,533
27,792,799
18,220,103
Net realized gains (losses) on investments
(2,570 )
(486,754 )
(320,015 )
(856,624 )
Net change in unrealized gains (losses) on investments
9,743,113
(74,394,896 )
24,556,200
(86,126,397 )
Net increase (decrease)
in net assets resulting from operations
$ 23,940,662
$ (65,332,117 )
$ 52,028,984
$ (68,762,918 )
Investment Income
Investment income for the
three and six months ended June 30, 2023 and June 30, 2022, was as follows:
For the Three Months Ended
June
30
For the Six Months Ended
June
30
2023
2022
2023
2022
Interest from investments
$ 26,166,621
$ 16,391,059
$ 51,619,359
$ 30,548,332
Dividend income
1,142,016
50,067
1,818,884
54,713
Other income
133,227
56,115
189,122
149,155
Total investment income
$ 27,441,864
$ 16,497,241
$ 53,627,365
$ 30,752,200
45
For the three and six months
ended June 30, 2023 and June 30, 2022, total investment income was driven by increasing interest income from our investments in a rising
rate environment. The size of our investment portfolio at fair value decreased from $966.9 million as of December 31, 2022 to $966.0 million
as of June 30, 2023. The size of our investment portfolio at fair value decreased from $1.12 billion as of December 31, 2021 to $1.05
billion as of June 30, 2022. All debt and short-term investments were income producing, and there were no loans on non-accrual status
as of June 30, 2023.
Expenses
Operating expenses for the
three and six months ended June 30, 2023 and June 30, 2022, were as follows:
For the Three Months Ended
June
30
For the Six Months Ended
June
30
2023
2022
2023
2022
Interest expense
$ 10,874,884
$ 4,428,234
$ 21,197,013
$ 7,579,246
Management fees
2,046,014
2,197,833
3,958,241
4,455,795
Other operating expenses
557,900
577,671
1,136,900
1,016,838
Directors fees
18,699
18,699
37,192
37,192
Management fee waiver
(255,752 )
(274,729 )
(494,780 )
(556,974 )
Net expenses
$ 13,241,745
$ 6,947,708
$ 25,834,566
$ 12,532,097
Net expenses for the three
months ended June 30, 2023 were $13.2 million, which consisted of $10.9 million in interest expense, $2.0 million in management fees,
$558 thousand in other operating expenses, and $19 thousand in directors fees offset by $256 thousand in management fee waiver from the
Investment Advisor. Net expenses for the six months ended June 30, 2023 were $25.8 million, which consisted of $21.2 million in interest
expense, $4.0 million in management fees, $1.1 million in other operating expenses, and $37 thousand in directors fees offset by $495
thousand in management fee waiver from the Investment Advisor.
Net expenses for the three
months ended June 30, 2022 were $6.9 million, which consisted of $4.4 million in interest expense, $2.2 million in management fees, $578
thousand in other operating expenses, and $19 thousand in directors fees offset by $275 thousand in management fee waiver from the Investment
Advisor. Net expenses for the six months ended June 30, 2022 were $12.5 million, which consisted of $7.6 million in interest expense,
$4.5 million in management fees, $1.0 million in other operating expenses, and $37 thousand in directors fees offset by $557 thousand
in management fee waiver from the Investment Advisor.
The increase in expenses
for the six months ended June 30, 2023 compared to the same period in the prior year was primarily due to increased average interest
rate under our BoA Credit Facility and WF Credit Facility.
46
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 six months ended
June 30, 2023 and June 30, 2022, net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the Three Months Ended
June
30
For the Six Months
Ended
June 30
2023
2022
2023
2022
Unrealized gains on investments
$ 20,401,279
$ 746,854
$ 36,764,497
$ 1,095,020
Unrealized (losses) on investments
(10,658,166 )
(75,141,750 )
(12,208,297 )
(87,221,417 )
Net change in unrealized gains (losses) on investments
$ 9,743,113
$ (74,394,896 )
$ 24,556,200
$ (86,126,397 )
The change in unrealized appreciation
(depreciation) for the three months ended June 30, 2023 and June 30, 2022 totaled $9.7 million and $(74.4) million, respectively. For
the three months ended June 30, 2023, this consisted of net unrealized appreciation of $7.8 million related to new and existing portfolio
investments, and net unrealized appreciation of $1.9 million related to exited portfolio investments (a portion of which has been reclassified
to realized gains). For the three months ended June 30, 2022, this consisted of net unrealized depreciation of $74.5 million related to
new and existing portfolio investments, and net unrealized appreciation of $112.7 thousand related to exited portfolio investments (a
portion of which has been reclassified to realized gains).
The change in unrealized appreciation
(depreciation) for the six months ended June 30, 2023 and June 30, 2022 totaled $24.6 million and $(86.1) million, respectively. For the
six months ended June 30, 2023, this consisted of net unrealized appreciation of $20.4 million related to new and existing portfolio investments,
and net unrealized appreciation of $4.2 million related to exited portfolio investments (a portion of which has been reclassified to realized
gains). For the six months ended June 30, 2022, this consisted of net unrealized depreciation of $85.2 million related to new and existing
portfolio investments, and net unrealized depreciation of $856.7 thousand 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.
During
the six months ended June 30, 2023, we experienced a net increase in cash and cash equivalents of $5.1 million. During the period, net
cash provided by operating activities was $18.0 million, primarily as a result of proceeds received from sale of investments of $136.0
million, partially offset by fundings of portfolio investments (excluding investments in short-term investments) of $110.1 million.
We funded short-term investments during the period, and as of the end of the period we held $96.9 million in fair value of short-term
investments. During the same period, net cash used in financing activities was $12.9 million, primarily consisting of $17.0 million of
net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $13.2 million, partially offset
by proceeds from the issuance of common stock of $17.3 million.
47
During the six months ended
June 30, 2022, we experienced a net decrease in cash and cash equivalents of $994 thousand. During the period, net cash used in operating
activities was $14.0 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market
funds) of $221.4 million, partially offset by proceeds received from sale of investments of $204.2 million. We invested in short-term
money market funds during the period, and as of the end of the period we held $26.0 million in fair value of short-term money market
funds. During the same period, net cash provided by financing activities was $13.0 million, primarily consisting of $17.5 million of
net borrowing under the BoA Credit Facility and WF Credit Facility and proceeds from the issuance of common stock of $4.8 million, partially
offset by distributions paid in cash of $9.3 million.
As of June 30, 2023 and June
30, 2022, we had cash and cash equivalents of $6.7 million and $99 thousand, respectively. As of June 30, 2023, we had $490.0 million
principal outstanding under the BoA Credit Facility and $134.3 million principal outstanding under the WF Credit Facility. As of June
30, 2022, we had $541.5 million principal outstanding under the BoA Credit Facility and $128.0 million principal outstanding under the
WF Credit Facility.
During the six months ended
June 30, 2023 and June 30, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
June 30, 2023
June 30, 2022
Capital
Commitments
Unfunded
Capital
Commitments (1)
% of Capital
Commitments
Funded
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Common stock
$ 17,654,225
$ 350,000
98 %
$ 4,823,800
$ -
100 %
(1)
100% of the unfunded commitments
were drawn down in July 2023.
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 June 30, 2023,
our asset coverage ratio was 168%.
Capital Contributions
During the six months ended
June 30, 2023 and June 30, 2022, the Company issued and sold 1,486,335 shares at an aggregate purchase price of $24.2 million and 492,018
shares at an aggregate purchase price of $9.8 million, respectively. These amounts include shares issued in reinvestment.
48
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 SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans
will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of
(a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit Agreement includes
fallback language in the event that SOFR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and
interest pursuant to SOFR 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 June 30, 2023, we had
$490.0 million principal outstanding and $235.0 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.
49
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”).
On April 10, 2023, the Company
entered into an amendment to the WF Credit Facility that amends the WF Credit Facility to, among other things: (i) transfer and assign
U.S. Bank National Association’s rights and obligations as collateral agent and as a secured party to U.S. Bank Trust Company,
National Association, (ii) reference SOFR instead of LIBOR and (iii) remove LIBOR transition language in 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. From April 10, 2023, Broadly Syndicated Loans will bear
interest at Daily Simple SOFR or base rate, as applicable, plus 2.00%, and Middle Market Loans will bear interest at Daily Simple SOFR
or base rate, as applicable, plus 2.50%, with an interest rate floor of 0.0%. 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 Daily
Simple SOFR 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 June 30, 2023, we had
$134.3 million outstanding and $15.8 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.
50
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.
51
After a Listing, the Board
intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a
price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection
with the implementation of the dividend reinvestment plan. The 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.
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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.
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.
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A summary of our significant
contractual payment obligations related to the repayment of our outstanding indebtedness at June 30, 2023 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
$ 491,619,131
$ -
$ 491,619,131
$ -
$ -
WF Credit Facility, Net
135,746,351
-
135,746,351
-
-
Total contractual obligations
$ 627,365,482
$ -
$ 627,365,482
$ -
$ -
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 June 30, 2023 and December 31, 2022, we had two unfunded commitments totaling $1.5 million
and two unfunded commitments totaling $2.6 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.
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Assuming that the consolidated
statements of assets and liabilities as of June 30, 2023 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
$ (2,582,598 )
$ (1,560,625 )
$ (1,021,973 )
Up 100 basis points
10,300,967
6,242,500
4,058,467
Up 200 basis points
20,400,445
12,485,000
7,915,445
Up 300 basis points
30,329,920
18,727,500
11,602,420
The data in the table are
based on our current statements of assets and liabilities. As of June 30, 2023, the Company had $24.8 million in net purchases that had
not yet settled and $1.5 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 June 30, 2023 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
55
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject
to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time,
we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement
of our rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors.
Investing in our common stock
involves a number of significant risks. In addition to other information set forth in this report, you should carefully consider the
risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2022. The risks
described in our annual report are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently
deemed material by us may also materially and adversely affect our business, financial condition and/or operating results. Other than
as set forth below, there have been no material changes during the six months ended June 30, 2023 to the risk factors discussed in Item
1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2022.
Recent strain on the banking system may
adversely impact us.
The financial markets recently
have encountered volatility associated with concerns about the balance sheets of banks, especially small and regional banks who may have
significant losses associated with investments that make it difficult to fund demands to withdraw deposits and other liquidity needs.
Although the federal government has announced measures to assist these banks and protect depositors, some banks have already been impacted
and others may be materially and adversely impacted. A significant adverse development with one or more national or regional banks, financial
institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide
problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these
markets. Future developments, including actions taken by the U.S. Department of Treasury, Federal Deposit Insurance Corporation (“FDIC”)
and Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to
assess and quantify, and the form and magnitude of such developments or other actions could have an adverse effect on our business, financial
condition and results of operations.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
During the six months ended
June 30, 2023, the Company issued and sold 1,486,335 shares of its common stock at an aggregate purchase price of $24.2 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.
56
Item 6. Exhibits.
The exhibits required by
this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
3.1
Form of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56126) filed on January 16, 2020)
3.2
Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No. 000-56126) filed on November 27, 2019)
10.1
Amendment No. 3 to Loan and Security Agreement, dated April 10, 2023, by and among Palmer Square BDC Funding II LLC, as the borrower, Palmer Square Capital BDC Inc., as the collateral manager and equityholder, and Wells Fargo Bank, National Association, as administrative agent and as lender. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 814-01334) filed on April 13, 2023).
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
57
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Palmer Square Capital BDC Inc.
Date: August 10, 2023
/s/
Christopher D. Long
Name:
Christopher D. Long
Title:
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 10, 2023
/s/
Jeffrey D. Fox
Name:
Jeffrey D. Fox
Title:
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
58
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.