UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
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 November 09, 2023, the
registrant had 26,665,813 shares of common stock, $0.001 par value per share, outstanding.
Table of Contents
Page
PART I.
FINANCIAL INFORMATION
1
Item 1.
Consolidated Financial Statements (Unaudited)
1
Consolidated Statements of Assets and Liabilities as of September 30, 2023 (Unaudited) and December 31, 2022
1
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and September 30, 2022 (Unaudited)
2
Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2023 and September 30, 2022 (Unaudited)
3
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and September 30, 2022 (Unaudited)
4
Consolidated Schedules of Investments as of September 30, 2023 (Unaudited) and December 31, 2022
5
Notes to Consolidated Financial Statements (Unaudited)
23
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
56
Item 4.
Controls and Procedures
57
PART II.
OTHER INFORMATION
58
Item 1.
Legal Proceedings
58
Item 1A.
Risk Factors
58
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
58
Item 3.
Defaults Upon Senior Securities
58
Item 4.
Mine Safety Disclosures
58
Item 5.
Other Information
58
Item 6.
Exhibits
59
Signatures
60
i
PART I—FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Palmer Square Capital BDC Inc.
Consolidated Statements of Assets and Liabilities
(Unaudited)
September 30,
2023
(Unaudited)
December 31,
2022
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $ 1,161,891,805 and $ 1,120,099,935 , respectively)
$ 1,104,712,587
$ 1,017,211,732
Cash and cash equivalents
3,410,607
1,650,801
Receivables:
Receivable for sales of investments
7,552,319
31,014,356
Receivable for paydowns of investments
282,256
136,119
Due from investment adviser
274,720
234,102
Dividend receivable
403,591
141,997
Interest receivable
7,546,924
6,465,594
Prepaid expenses and other assets
620,207
598,327
Total Assets
$ 1,124,803,211
$ 1,057,453,028
Liabilities:
Credit facilities, net (Note 6)
$ 632,548,824
$ 641,309,417
Payables:
Payable for investments purchased
35,233,680
42,750,748
Distributions payable
7,062,257
6,941,066
Management fee payable
2,197,758
1,872,815
Accrued other general and administrative expenses
901,098
1,135,500
Total Liabilities
$ 677,943,617
$ 694,009,546
Commitments and contingencies (Note 8)
Net Assets:
Common Shares, $ 0.001 par value; 450,000,000 shares authorized; 26,665,813 and 24,286,628 as of September 30, 2023 and December 31, 2022, respectively issued and outstanding
$ 26,666
$ 24,287
Additional paid-in capital
513,243,603
473,921,377
Total distributable earnings (accumulated deficit)
( 66,410,675 )
( 110,502,182 )
Total Net Assets
$ 446,859,594
$ 363,443,482
Total Liabilities and Net Assets
$ 1,124,803,211
$ 1,057,453,028
Net Asset Value Per Common Share
$ 16.76
$ 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
September 30
For the Nine
Months Ended
September 30
2023
2022
2023
2022
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income
$ 27,323,754
$ 19,718,478
$ 78,943,113
$ 50,266,810
Dividend income
1,297,090
223,816
3,115,974
278,529
Other income
152,846
31,260
341,968
180,415
Total investment income from non-controlled, non-affiliated investments
28,773,690
19,973,554
82,401,055
50,725,754
Total Investment Income
28,773,690
19,973,554
82,401,055
50,725,754
Expenses:
Interest expense
11,500,504
7,015,768
32,697,517
14,595,014
Management fees
2,197,758
2,000,103
6,155,999
6,455,899
Professional fees
143,560
184,698
562,835
463,115
Directors fees
18,904
18,904
56,096
56,096
Other general and administrative expenses
383,771
551,655
1,101,395
1,290,075
Total Expenses
14,244,497
9,771,128
40,573,842
22,860,199
Less: Management fee waiver (Note 3)
( 274,720 )
( 250,013 )
( 769,500 )
( 806,987 )
Net expenses
13,969,777
9,521,115
39,804,342
22,053,212
Net Investment Income (Loss)
14,803,913
10,452,439
42,596,713
28,672,542
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments
( 2,103,618 )
( 496,697 )
( 2,423,632 )
( 1,353,321 )
Total net realized gains (losses)
( 2,103,618 )
( 496,697 )
( 2,423,632 )
( 1,353,321 )
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
21,152,793
( 16,711,415 )
45,708,992
( 102,837,812 )
Total net change in unrealized gains (losses)
21,152,793
( 16,711,415 )
45,708,992
( 102,837,812 )
Total realized and unrealized gains (losses)
19,049,175
( 17,208,112 )
43,285,360
( 104,191,133 )
Net Increase (Decrease) in Net Assets Resulting from Operations
$ 33,853,088
$ ( 6,755,673 )
$ 85,882,073
( 75,518,591 )
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.57
$ 0.45
$ 1.68
1.25
Basic and diluted net increase (decrease) in net assets resulting from operations
$ 1.30
$ ( 0.29 )
$ 3.39
( 3.29 )
Weighted Average Common Shares Outstanding - Basic and Diluted
26,016,761
23,214,683
25,359,324
22,986,437
The accompanying notes are an integral part of
these consolidated financial statements.
2
Palmer Square Capital BDC Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$
14,803,913
$
10,452,439
$
42,596,713
$
28,672,542
Net realized gains (losses) on investments and foreign currency transactions
( 2,103,618
)
( 496,697
)
( 2,423,632
)
( 1,353,321
)
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
21,152,793
( 16,711,415
)
45,708,992
( 102,837,812
)
Net Increase (Decrease) in Net Assets Resulting from Operations
33,853,088
( 6,755,673
)
85,882,073
( 75,518,591
)
Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders
( 28,607,198
)
( 10,147,434
)
( 41,790,566
)
( 18,587,402
)
Net Decrease in Net Assets Resulting from Stockholder Distributions
( 28,607,198
)
( 10,147,434
)
( 41,790,566
)
( 18,587,402
)
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
350,000
-
17,654,225
4,823,801
Reinvestment of distributions
14,734,908
5,378,541
21,670,380
10,393,371
Net Increase in Net Assets Resulting from Capital Share Transactions
15,084,908
5,378,541
39,324,605
15,217,172
Total Increase (Decrease) in Net Assets
20,330,798
( 11,524,566
)
83,416,112
( 78,888,821
)
Net Assets, Beginning of Period
426,528,796
385,433,333
363,443,482
452,797,588
Net Assets, End of Period
$
446,859,594
$
373,908,767
$
446,859,594
$
373,908,767
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 Nine Months Ended
September 30
2023
2022
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$
85,882,073
$
( 75,518,591
)
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
2,423,632
1,353,321
Net change in unrealized (gains)/losses on investments
( 45,708,992
)
102,837,812
Net accretion of discount on investments
( 1,221,531
)
( 137,874
)
Purchases of short-term investments
( 460,682,481
)
( 316,620,789
)
Purchases of portfolio investments
( 188,402,217
)
( 227,650,962
)
Proceeds from sale of short-term investments
411,655,942
370,814,557
Proceeds from sale of portfolio investments
194,434,792
258,148,610
Amortization of deferred financing cost
747,093
739,152
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments
23,462,037
16,756,220
(Increase)/decrease in interest and dividends receivable
( 1,342,924
)
( 1,917,162
)
(Increase)/decrease in due from investment adviser
( 40,618
)
30,727
(Increase)/decrease in receivable for paydowns of investments
( 146,137
)
( 2,963,237
)
(Increase)/decrease in prepaid expenses and other assets
( 21,880
)
( 204,700
)
Increase/(decrease) in interest payable on credit facilities
2,524,428
679,066
Increase/(decrease) in payable for investments purchased
( 7,517,068
)
( 98,194,458
)
Increase/(decrease) in management fees payable
324,943
( 245,815
)
Increase/(decrease) in directors fee payable
-
( 514
)
Increase/(decrease) in accrued other general and administrative expenses
( 234,402
)
( 1,323,178
)
Net cash provided by (used in) operating activities
16,136,690
26,582,185
Cash Flows from Financing Activities:
Borrowings on the credit facilities
16,500,000
77,750,000
Payments on the credit facilities
( 28,500,000
)
( 92,000,000
)
Payments of debt issuance costs
( 32,114
)
-
Distributions paid in cash
( 19,998,995
)
( 14,068,712
)
Proceeds from issuance of common shares, net of change in subscriptions receivable of $ -
17,654,225
4,823,801
Net cash provided by (used in) financing activities
( 14,376,884
)
( 23,494,911
)
Net increase/(decrease) in cash and cash equivalents
1,759,806
3,087,274
Cash and cash equivalents, beginning of period
1,650,801
1,093,503
Cash and cash equivalents, end of period
$
3,410,607
$
4,180,777
Supplemental and Non-Cash Information:
Interest paid during the period
$
30,173,089
$
13,915,948
Distributions declared during the period
$
41,790,566
$
18,587,402
Reinvestment of distributions during the period
$
21,670,380
$
10,393,371
Distributions payable
$
7,062,257
$
-
The accompanying notes are an integral part of
these consolidated financial statements.
4
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 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
10.82 % (S + CSA + 5.25 %)
7/8/2028
$ 3,398,643
$ 3,168,478
$ 3,214,538
0.8 %
AAdvantage Loyalty IP Ltd. (4)(6)
Insurance
10.34 % (S + CSA + 4.75 %)
4/20/2028
3,562,500
3,535,128
3,676,286
0.8 %
AccentCare, Inc. (6)
Healthcare Providers and Services
9.68 % (S + CSA + 4.00 %)
6/22/2026
5,924,682
5,925,667
5,206,314
1.2 %
Accession Risk Management Group, Inc.
Insurance
11.03 % (S + CSA + 5.50 %)
10/30/2026
800,293
750,733
778,794
0.2 %
Accession Risk Management Group, Inc. (7)
Insurance
11.04 % (S + CSA + 5.50 %)
9/30/2026
6,144,997
6,108,003
6,152,678
1.4 %
Acrisure, LLC (6)
Insurance
9.68 % (L + 4.25 %)
2/15/2027
4,961,625
4,936,404
4,960,087
1.1 %
Acrisure, LLC (6)
Insurance
8.93 % (L + 3.50 %)
2/12/2027
5,797,292
5,788,417
5,727,928
1.3 %
AI Aqua Merger Sub, Inc., (6)(7)
Food Products
9.08 % (S + 3.75 %)
7/31/2028
7,603,750
7,607,954
7,539,004
1.7 %
Aimbridge Acquisition Co., Inc. (6)
Hotels, Restaurants and Leisure
9.18 % (S + CSA + 3.75 %)
2/2/2026
4,897,959
4,830,233
4,713,404
1.1 %
Alliant Holdings Intermediate LLC (6)
Insurance
8.93 % (L + 3.50 %)
11/5/2027
2,902,785
2,901,358
2,900,216
0.6 %
Allied Universal Holdco LLC (6)
Professional Services
9.17 % (S + CSA + 3.75 %)
5/12/2028
6,860,000
6,854,329
6,637,427
1.5 %
Amentum Government Services Holdings LLC (6)
Aerospace and Defense
9.33 % (S + 4.00 %)
2/15/2029
5,925,000
5,903,841
5,858,373
1.3 %
American Rock Salt Company LLC (6)
Metals and Mining
9.43 % (S + CSA + 4.00 %)
6/9/2028
5,869,912
5,863,631
5,463,890
1.2 %
Amynta Agency Borrower, Inc. (6)
Insurance
10.42 % (S + CSA + 5.00 %)
2/28/2028
6,982,500
6,792,409
6,993,637
1.6 %
AP Gaming I, LLC (4)(6)
Hotels, Restaurants and Leisure
9.54 % (S + CSA + 4.00 %)
2/15/2029
8,623,700
8,519,777
8,611,583
1.9 %
Apple Bidco, LLC (6)
Transportation
9.32 % (S + 4.00 %)
9/22/2028
3,034,712
3,005,129
3,035,971
0.7 %
Aptean Inc (6)(7)
Software
9.67 % (S + CSA + 4.25 %)
4/23/2026
7,743,904
7,744,534
7,721,098
1.7 %
AQA Acquisition Holding, Inc. (6)
Software
9.88 % (S + CSA + 4.25 %)
3/3/2028
8,366,830
8,266,945
8,338,592
1.9 %
ARC Falcon I Inc. (6)
Chemicals
9.17 % (S + CSA + 3.75 %)
8/31/2028
4,918,869
4,901,687
4,869,681
1.1 %
Ascend Learning, LLC (6)
Professional Services
8.92 % (S + CSA + 3.50 %)
11/18/2028
7,368,750
7,340,951
7,046,957
1.6 %
AssuredPartners, Inc. (6)
Insurance
8.93 % (S + CSA + 3.50 %)
2/12/2027
4,382,844
4,386,077
4,385,583
1.0 %
AssuredPartners, Inc. (6)
Insurance
8.82 % (S + 3.50 %)
2/12/2027
1,970,000
1,960,924
1,966,917
0.4 %
Athletico Management, LLC (6)
Healthcare Providers and Services
9.79 % (S + CSA + 4.25 %)
2/2/2029
7,134,688
7,107,627
6,006,515
1.3 %
Autokiniton US Holdings, Inc. (6)(7)
Auto Components
9.93 % (S + CSA + 4.50 %)
3/27/2028
8,072,337
8,077,398
7,931,071
1.8 %
Aveanna Healthcare LLC (4)(6)
Healthcare Providers and Services
9.27 % (S + CSA + 3.75 %)
6/30/2028
5,109,403
5,072,918
4,614,889
1.0 %
Barracuda Networks, Inc. (6)
Software
9.87 % (S + 4.50 %)
8/15/2029
7,443,750
7,251,338
7,385,168
1.7 %
Belfor Holdings, Inc. (6)
Commercial Services and Supplies
9.43 % (S + CSA + 4.00 %)
3/31/2026
1,979,328
1,976,122
1,983,455
0.4 %
Castle US Holding Corporation (7)
Professional Services
9.43 % (S + CSA + 3.75 %)
1/27/2027
1,962,105
1,955,721
1,551,809
0.3 %
Castle US Holding Corporation (6)(7)
Professional Services
9.68 % (S + CSA + 4.00 %)
1/31/2027
5,998,942
5,953,357
4,754,161
1.1 %
CCI Buyer, Inc. (6)(7)
Wireless Telecommunication Services
9.39 % (S + 4.00 %)
12/17/2027
6,743,408
6,737,180
6,666,162
1.5 %
CCS-CMGC Holdings, Inc. (6)
Healthcare Providers and Services
11.18 % (S + CSA + 5.50 %)
10/1/2025
5,313,870
5,275,510
4,305,882
1.0 %
CDK Global (6)
Software
9.64 % (S + 4.25 %)
7/6/2029
3,970,000
3,864,503
3,975,657
0.9 %
Congruex Group LLC (7)
Construction and Engineering
11.27 % (S + CSA + 5.75 %)
4/28/2029
6,171,875
6,042,540
6,094,727
1.4 %
Connectwise LLC (6)
IT Services
8.93 % (S + CSA + 3.50 %)
9/29/2028
7,860,000
7,849,394
7,751,925
1.7 %
Consolidated Communications, Inc. (4)(6)
Diversified Telecommunication Services
8.93 % (S + CSA + 3.50 %)
10/2/2027
4,428,009
4,125,217
3,948,190
0.9 %
ConvergeOne Holdings Corp. (6)(7)
IT Services
10.37 % (L + 5.00 %)
1/4/2026
9,762,433
9,645,534
6,041,823
1.4 %
Corelogic, Inc. (6)
Internet Software and Services
8.93 % (S + CSA + 3.50 %)
6/2/2028
7,840,000
7,833,310
7,273,207
1.6 %
CP Atlas Buyer, Inc (6)
Building Products
9.17 % (S + CSA + 3.75 %)
11/23/2027
6,843,280
6,761,758
6,474,016
1.4 %
CPM Holdings, Inc. (6)
Machinery
9.82 % (S + 4.50 %)
9/27/2028
4,050,000
3,989,250
4,046,213
0.9 %
Creation Technologies, Inc. (4)(7)
Electronic Equipment, Instruments and Components
11.03 % (S + CSA + 5.50 %)
9/14/2028
4,937,500
4,880,529
4,702,969
1.1 %
Crown Subsea Communications Holding, Inc. (6)
Construction and Engineering
10.69 % (S + CSA + 5.25 %)
4/27/2027
1,851,563
1,818,601
1,861,978
0.4 %
Curia Global, Inc. (6)
Healthcare Providers and Services
9.17 % (S + CSA + 3.75 %)
8/30/2026
4,813,126
4,802,510
4,021,993
0.9 %
5
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2023
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
DCert
Buyer, Inc. (6)
IT
Services
9.32 % (S + 4.00 %)
10/16/2026
6,777,609
6,774,349
6,746,059
1.5 %
Deerfield
Dakota Holding, LLC (6)
Diversified
Financial Services
9.14 % (S + 3.75 %)
4/9/2027
4,837,500
4,795,756
4,727,665
1.1 %
Delta
Topco, Inc. (6)
IT
Services
9.07 % (S + 3.75 %)
12/1/2027
6,849,850
6,846,802
6,794,811
1.5 %
Digi
International Inc. (4)(7)
Technology
Hardware, Storage and Peripherals
10.43 % (S + 5.00 %)
12/22/2028
3,814,732
3,753,131
3,817,116
0.9 %
DIRECTV
Financing, LLC (6)
Media
10.43 % (S + CSA + 5.00 %)
8/2/2027
4,920,000
4,890,942
4,819,558
1.1 %
Dotdash
Meredith, Inc. (6)
Media
9.43 % (S + CSA + 4.00 %)
11/23/2028
9,825,000
9,788,913
9,493,406
2.1 %
EAB
Global, Inc. (6)
Professional
Services
9.13 % (L + 3.50 %)
8/16/2028
1,778,337
1,771,944
1,768,334
0.4 %
ECI
Software Solutions, Inc. (6)
Software
9.40 % (S + CSA + 3.75 %)
11/9/2027
2,842,999
2,835,791
2,841,222
0.6 %
ECL
Entertainment, LLC (7)
Hotels,
Restaurants and Leisure
10.14 % (S + 4.75 %)
9/3/2030
5,000,000
4,900,645
5,000,000
1.1 %
EFS
Cogen Holdings I, LLC (6)(7)
Independent
Power and Renewable Electricity Producers
9.16 % (S + 3.50 %)
10/29/2027
7,448,087
7,454,545
7,423,769
1.7 %
Endurance
International Group, Inc., The (6)
Professional
Services
8.79 % (L + 3.50 %)
2/10/2028
4,650,493
4,594,059
4,530,371
1.0 %
EnergySolutions,
LLC (6)
Commercial
Services and Supplies
9.32 % (S + 4.00 %)
9/18/2030
3,000,000
2,962,500
2,985,000
0.7 %
EP
Purchaser, LLC (6)
Professional
Services
10.15 % (S + CSA + 4.50 %)
11/6/2028
4,648,688
4,590,579
4,578,958
1.0 %
EP
Purchaser, LLC (6)
Professional
Services
9.15 % (S + CSA + 3.50 %)
10/27/2028
338,772
327,762
335,384
0.1 %
Epic
Crude Services, LP (6)
Energy
Equipment and Services
10.93 % (S + CSA + 5.00 %)
2/6/2026
3,989,717
3,768,598
3,924,884
0.9 %
Fertitta
Entertainment, LLC (6)
Hotels,
Restaurants and Leisure
9.32 % (S + 4.00 %)
1/29/2029
7,387,500
7,361,633
7,325,556
1.6 %
Filtration
Group Corp. (6)
Industrial
Conglomerates
9.68 % (S + CSA + 4.25 %)
10/23/2028
3,980,000
3,941,020
3,990,507
0.9 %
Flexera
Software LLC (6)(7)
Software
9.18 % (S + CSA + 3.75 %)
3/3/2028
8,733,097
8,714,576
8,680,829
1.9 %
Fugue
Finance, LLC (4)(6)
Diversified
Consumer Services
9.39 % (S + 4.00 %)
1/31/2028
3,955,125
3,883,008
3,967,485
0.9 %
Gainwell
Acquisition Corp. (6)
Healthcare
Providers and Services
9.49 % (S + CSA + 4.00 %)
10/1/2027
8,810,446
8,674,155
8,617,718
1.9 %
Garda
World Security Corporation (4)(6)
Diversified
Consumer Services
9.65 % (S + 4.25 %)
2/12/2029
7,939,850
7,701,360
7,948,544
1.8 %
Generation
Bridge Northeast, LLC (6)
Independent
Power and Renewable Electricity Producers
9.57 % (S + 4.25 %)
8/22/2029
4,500,000
4,455,028
4,507,493
1.0 %
Genuine
Financial Holdings LLC (4)(6)
Professional
Services
9.39 % (S + 4.00 %)
9/20/2030
4,000,000
3,940,000
3,970,000
0.9 %
Getty
Images, Inc. (4)(6)(7)
Media
9.99 % (S + CSA + 4.50 %)
2/13/2026
7,775,625
7,777,491
7,806,728
1.7 %
GIP
III Stetson I, LP (6)
Energy
Equipment and Services
9.67 % (S + CSA + 4.25 %)
7/19/2025
1,705,402
1,670,729
1,707,184
0.4 %
Global
Medical Response, Inc. (6)
Healthcare
Providers and Services
9.78 % (S + CSA + 4.25 %)
9/24/2025
9,026,227
8,993,671
6,340,924
1.4 %
Gloves
Buyer, Inc.
Commercial
Services and Supplies
10.43 % (S + CSA + 5.00 %)
12/29/2027
2,000,000
1,930,901
1,947,500
0.4 %
Grab
Holdings Inc (4)(6)
IT
Services
9.93 % (S + CSA + 4.50 %)
2/27/2026
2,202,389
2,215,921
2,219,601
0.5 %
Great
Outdoors Group, LLC (6)
Specialty
Retail
9.40 % (S + CSA + 3.75 %)
3/6/2028
6,954,447
6,931,148
6,948,884
1.6 %
Grinding
Media Inc. (7)
Metals
and Mining
9.53 % (S + CSA + 4.00 %)
9/21/2028
4,900,000
4,882,472
4,869,375
1.1 %
6
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 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
10.42 % (S + CSA + 5.00 %)
10/22/2027
705,535
690,129
698,773
0.2 %
HAH Group Holding Company LLC
(6)
Healthcare Providers and Services
10.42 % (S + 5.00 %)
10/20/2027
5,575,714
5,453,990
5,522,270
1.2 %
Hamilton Projects Acquiror,
LLC (6)(7)
Independent Power and Renewable
Electricity Producers
9.93 % (S + CSA + 4.50 %)
6/11/2027
7,977,734
7,946,011
7,956,115
1.8 %
Helios Software Holdings, Inc.
(4)(6)
Diversified Financial Services
9.74 % (S + CSA + 4.25 %)
7/18/2030
2,500,000
2,401,234
2,492,500
0.6 %
Help/Systems Holdings, Inc.
(6)
Software
9.47 % (S + CSA + 4.00 %)
11/19/2026
6,796,484
6,767,579
6,530,299
1.5 %
HUB International Ltd.
Insurance
9.58 % (S + 4.25 %)
6/20/2030
4,100,000
4,059,425
4,115,806
0.9 %
Idera, Inc. (6)
IT Services
9.27 % (S + CSA + 3.75 %)
3/2/2028
9,724,644
9,692,990
9,663,865
2.2 %
IMA Financial Group, Inc. (7)
Insurance
8.93 % (S + CSA + 3.50 %)
10/16/2028
4,912,500
4,894,401
4,892,555
1.1 %
Imagefirst Holdings, LLC (7)
Healthcare Providers and Services
10.72 % (S + CSA + 5.00 %)
4/27/2028
4,156,250
4,038,761
4,137,539
0.9 %
Indy US Holdco, LLC (6)
Media
11.57 % (S + 6.25 %)
3/6/2028
6,583,500
5,887,896
6,429,874
1.4 %
Infinite Bidco, LLC (6)
Electronic Equipment, Instruments
and Components
9.18 % (S + 3.75 %)
3/2/2028
6,361,850
6,322,159
6,258,502
1.4 %
Infinite Bidco, LLC
Electronic Equipment, Instruments
and Components
11.34 % (S + 6.25 %)
3/2/2028
2,977,500
2,970,427
2,962,613
0.7 %
Inmar, Inc. (6)(7)
Professional Services
10.86 % (S + 5.50 %)
5/1/2026
7,802,117
7,534,757
7,759,868
1.7 %
Invenergy Thermal Operating
I LLC (7)
Independent Power and Renewable
Electricity Producers
9.91 % (S + CSA + 4.50 %)
8/24/2029
3,822,925
3,746,816
3,828,487
0.9 %
Invenergy Thermal Operating
I LLC (7)
Independent Power and Renewable
Electricity Producers
9.91 % (S + CSA + 4.50 %)
8/24/2029
294,071
288,217
294,499
0.1 %
Ivanti Software, Inc. (6)
Software
9.54 % (S + CSA + 4.00 %)
12/1/2027
975,000
973,898
842,766
0.2 %
Ivanti Software, Inc. (6)
Software
9.76 % (S + CSA + 4.25 %)
12/1/2027
6,870,375
6,831,760
5,964,379
1.3 %
Jack Ohio Finance LLC (7)
Hotels, Restaurants and Leisure
10.18 % (S + CSA + 4.75 %)
10/31/2028
4,908,737
4,912,191
4,867,847
1.1 %
Jones DesLauriers Insurance
Management Inc. (4)(7)
Insurance
9.62 % (S + 4.25 %)
3/16/2030
2,750,000
2,729,546
2,767,201
0.6 %
Kestrel Acquisition, LLC (6)
Independent Power and Renewable
Electricity Producers
9.68 % (S + CSA + 4.25 %)
5/2/2025
5,918,071
5,610,466
5,830,040
1.3 %
Kleopatra Finco S.a.r.l (4)(6)
Containers and Packaging
10.48 % (S + CSA + 4.73 %)
2/4/2026
1,950,000
1,946,686
1,882,969
0.4 %
LBM Acquisition LLC (6)(7)
Building Products
9.17 % (S + CSA + 3.75 %)
12/31/2027
7,335,580
7,274,522
7,177,205
1.6 %
Life Time, Inc. (4)(6)
Hotels, Restaurants and Leisure
10.61 % (S + CSA + 4.75 %)
1/15/2026
7,582,556
7,578,287
7,610,991
1.7 %
Lifescan Global Corporation
(6)
Healthcare Equipment and Supplies
11.75 % (S + CSA + 6.50 %)
12/31/2026
5,529,150
5,514,176
4,423,320
1.0 %
Lightstone Holdco LLC (6)
Independent Power and Renewable
Electricity Producers
11.07 % (S + 5.75 %)
2/1/2027
4,755,831
4,354,878
4,452,147
1.0 %
Lightstone Holdco LLC (6)
Independent Power and Renewable
Electricity Producers
11.07 % (S + 5.75 %)
2/1/2027
268,985
246,301
251,809
0.1 %
LogMeIn, Inc. (6)
IT Services
10.27 % (S + CSA + 4.75 %)
8/31/2027
9,769,155
9,683,340
6,534,246
1.5 %
LSF11 Trinity Bidco, Inc. (7)
Aerospace and Defense
9.83 % (S + 4.50 %)
6/14/2030
4,987,500
4,914,744
4,987,500
1.1 %
7
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2023
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Magenta Buyer LLC
(6)
Software
10.63 % (S + CSA + 5.00 %)
7/27/2028
5,403,750
5,366,736
4,048,300
0.9 %
Mariner Wealth Advisors, LLC
(7)
Diversified Financial Services
9.65 % (S + 4.25 %)
8/18/2028
4,967,475
4,811,002
4,967,475
1.1 %
Maverick 1, LLC
Software
9.88 % (S + CSA + 4.25 %)
5/18/2028
4,987,500
4,755,099
4,900,219
1.1 %
Medical Solutions L.L.C. (7)
Healthcare Providers and Services
8.77 % (S + CSA + 3.25 %)
10/6/2028
4,928,964
4,911,630
4,781,095
1.1 %
Mermaid Bidco, Inc.
Software
9.90 % (S + 4.50 %)
12/22/2027
1,995,000
1,957,368
1,997,494
0.4 %
Michael Baker International,
LLC (7)
Construction and Engineering
10.43 % (S + CSA + 5.00 %)
11/2/2028
6,140,625
6,092,379
6,117,598
1.4 %
Micro Holding Corp. (6)
IT Services
9.57 % (S + 4.25 %)
5/3/2028
9,811,251
9,555,043
9,508,476
2.1 %
Midwest Veterinary Partners,
LLC (6)
Healthcare Providers and Services
9.43 % (S + CSA + 4.00 %)
4/27/2028
8,815,075
8,748,230
8,746,759
2.0 %
Minotaur Acquisition, Inc.
(6)(7)
Diversified Financial Services
10.17 % (S + CSA + 4.75 %)
3/27/2026
11,851,035
11,851,035
11,824,725
2.6 %
Mitchell International, Inc.
(6)
Professional Services
9.18 % (S + CSA + 3.75 %)
10/16/2028
9,850,000
9,796,402
9,705,107
2.2 %
MLN US HoldCo LLC (6)
Diversified Telecommunication
Services
10.01 % (S + 4.50 %)
12/31/2025
4,056,188
4,010,764
486,743
0.1 %
Momentive Performance Materials
USA, LLC (6)
Chemicals
9.82 % (S + 4.50 %)
3/29/2028
3,855,625
3,717,907
3,762,435
0.8 %
NAPA Management Services Corporation
(6)
Healthcare Providers and Services
10.67 % (S + CSA + 5.25 %)
2/23/2029
7,880,000
7,822,043
6,417,275
1.4 %
National Mentor Holdings, Inc.
(6)
Healthcare Providers and Services
9.24 % (S + CSA + 3.75 %)
2/18/2028
291,993
291,386
261,578
0.1 %
National Mentor Holdings, Inc.
(6)
Healthcare Providers and Services
9.18 % (S + CSA + 3.75 %)
2/18/2028
9,064,438
9,045,350
8,120,241
1.8 %
Navicure, Inc. (6)
Healthcare Technology
9.43 % (S + CSA + 4.00 %)
10/22/2026
4,590,140
4,591,710
4,600,904
1.0 %
NorthStar Group Services, Inc.
(6)(7)
Commercial Services and Supplies
10.93 % (S + CSA + 5.50 %)
11/9/2026
8,476,129
8,452,038
8,486,724
1.9 %
NSM Top Holdings Corp. (6)
Healthcare Equipment and Supplies
10.74 % (S + CSA + 5.25 %)
11/12/2026
4,898,219
4,882,706
4,731,679
1.1 %
OMNIA Partners, LLC (6)
Professional Services
9.60 % (S + 4.25 %)
7/25/2030
2,376,731
2,351,080
2,382,958
0.5 %
OneDigital Borrower LLC (6)
Insurance
9.67 % (S + CSA + 4.25 %)
11/16/2027
9,796,446
9,710,833
9,800,512
2.2 %
Orchid Merger Sub II, LLC (4)(6)
Software
10.29 % (S + CSA + 4.75 %)
7/27/2027
4,162,500
3,994,143
3,085,453
0.7 %
8
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2023
(Unaudited)
Maturity
Principal /
Amortized
Fair
Percentage
Portfolio Company (3)
Industry
Interest Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Padagis, LLC (6)
Pharmaceuticals
10.28 % (S + CSA + 4.75 %)
7/31/2028
6,588,235
6,558,253
6,420,795
1.4 %
PECF USS Intermediate Holding
III Corporation (7)
Professional Services
9.88 % (S + CSA + 4.25 %)
12/15/2028
4,912,500
4,905,762
3,961,587
0.9 %
Peraton Corp. (7)
Aerospace and Defense
9.17 % (S + CSA + 3.75 %)
2/1/2028
4,790,896
4,800,093
4,786,919
1.1 %
PetVet Care Centers, LLC (6)
Healthcare Providers and Services
8.92 % (S + CSA + 3.50 %)
2/14/2025
6,813,962
6,809,033
6,792,668
1.5 %
PetVet Care Centers, LLC
Healthcare Providers and Services
10.42 % (S + CSA + 5.00 %)
2/14/2025
1,210,727
1,210,727
1,214,135
0.3 %
PMHC II Inc. (6)
Chemicals
9.70 % (S + CSA + 4.25 %)
4/23/2029
6,538,950
6,489,845
6,188,953
1.4 %
Prairie ECI Acquiror LP (6)(9)
Oil, Gas and Consumable Fuels
10.17 % (S + CSA + 4.75 %)
3/11/2026
9,682,326
9,547,675
9,678,453
2.2 %
Pretium PKG Holdings, Inc.
(6)(7)
Containers and Packaging
9.51 % (S + CSA + 4.00 %)
9/22/2028
5,895,000
5,852,631
3,657,170
0.8 %
Project Alpha Intermediate
Holding, Inc. (6)
Software
9.43 % (S + CSA + 4.00 %)
4/26/2024
8,286,829
8,257,955
8,289,440
1.9 %
Project Boost Purchaser, LLC
(6)
Professional Services
8.93 % (S + CSA + 3.50 %)
6/1/2026
5,865,000
5,859,167
5,867,434
1.3 %
Prometric Holdings, Inc. (6)
Diversified Consumer Services
8.68 % (S + CSA + 3.00 %)
1/29/2028
5,706,603
5,535,405
5,563,938
1.2 %
PS Holdco, LLC (7)
Road and Rail
9.68 % (S + CSA + 4.25 %)
9/30/2028
5,392,462
5,374,739
5,290,787
1.2 %
PT Intermediate Holdings III
LLC (7)
Machinery
11.52 % (S + CSA + 5.98 %)
11/1/2028
492,500
488,475
487,575
0.1 %
PT Intermediate Holdings III,
LLC (7)
Machinery
11.52 % (S + CSA + 5.98 %)
11/1/2028
1,509,200
1,497,823
1,494,108
0.3 %
PT Intermediate Holdings III,
LLC (7)
Machinery
11.52 % (S + CSA + 5.98 %)
11/1/2028
2,279,400
2,268,793
2,256,606
0.5 %
PT Intermediate Holdings III,
LLC (7)
Machinery
11.52 % (S + CSA + 5.98 %)
11/1/2028
2,102,550
2,102,550
2,081,525
0.5 %
PT Intermediate Holdings III,
LLC
Machinery
11.89 % (S + 6.50 %)
11/1/2028
1,382,144
1,363,997
1,382,144
0.3 %
Quest Software US Holdings
Inc. (6)(10)
Software
9.77 % (S + CSA + 4.25 %)
2/1/2029
9,405,000
9,324,179
7,871,797
1.8 %
Radiology Partners, Inc. (6)
Healthcare Providers and Services
10.18 % (S + CSA + 4.25 %)
7/9/2025
5,987,347
5,983,002
4,536,104
1.0 %
RC Buyer, Inc. (6)
Auto Components
8.93 % (S + CSA + 3.50 %)
7/28/2028
2,052,750
2,049,251
2,007,528
0.4 %
RealPage, Inc. (6)
Real Estate Management and
Development
8.43 % (S + CSA + 3.00 %)
4/24/2028
6,860,000
6,853,057
6,789,959
1.5 %
RealTruck Group, Inc.
Auto Components
10.32 % (S + 5.00 %)
1/31/2028
2,000,000
1,950,000
1,960,000
0.4 %
RealTruck Group, Inc. (6)
Auto Components
9.18 % (S + CSA + 3.75 %)
1/20/2028
6,927,387
6,922,775
6,643,468
1.5 %
Red Planet Borrower, LLC (6)
Internet Software and Services
9.17 % (S + CSA + 3.75 %)
10/2/2028
7,840,000
7,812,673
7,512,327
1.7 %
Redstone Holdco 2 LP (6)(7)
IT Services
10.18 % (S + CSA + 4.75 %)
4/14/2028
4,892,258
4,866,920
4,215,512
0.9 %
Refresco (4)(6)
Food Products
9.61 % (S + 4.25 %)
7/12/2029
4,962,500
4,936,727
4,971,805
1.1 %
Renaissance Holding Corp. (6)
Software
10.07 % (S + 4.75 %)
7/31/2025
7,747,146
7,555,539
7,698,726
1.7 %
Rocket Software, Inc. (6)
Software
9.68 % (S + CSA + 4.25 %)
11/28/2025
4,894,850
4,879,634
4,894,874
1.1 %
Rocket Software, Inc. (6)
Software
9.68 % (S + CSA + 4.25 %)
11/20/2025
3,463,731
3,374,746
3,466,986
0.8 %
Rohm Holding GMBH (4)(6)(7)
Chemicals
10.88 % (S + CSA + 5.00 %)
7/31/2026
8,776,615
8,767,878
8,260,989
1.8 %
Roper Industrial Products Investment
Co. (6)
Industrial Conglomerates
9.89 % (S + 4.50 %)
11/22/2029
3,980,000
3,850,438
3,993,512
0.9 %
Runner Buyer Inc. (7)
Household Durables
11.04 % (S + CSA + 5.50 %)
10/20/2028
4,925,000
4,887,727
3,919,487
0.9 %
9
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2023
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
Sabert Corporation
(7)
Containers and
Packaging
9.93 % (S + CSA + 4.50 %)
11/26/2026
1,772,784
1,777,864
1,779,432
0.4 %
Shearer’s Foods, LLC (6)
Food Products
8.93 % (S + CSA + 3.50 %)
9/23/2027
1,661,243
1,653,871
1,661,592
0.4 %
Simon & Schuster, Inc.
(6)
Media
9.33 % (S + 4.00 %)
9/19/2030
2,000,000
1,980,000
1,990,000
0.4 %
Sophia, L.P. (6)
Software
9.57 % (S + 4.25 %)
10/7/2027
1,975,000
1,959,353
1,971,297
0.4 %
Sovos Compliance, LLC (7)
Software
9.93 % (S + CSA + 4.50 %)
7/28/2028
3,932,945
3,927,915
3,877,314
0.9 %
Specialty Building Products
Holdings, LLC (6)(7)
Building Products
9.17 % (S + CSA + 3.75 %)
10/5/2028
9,850,000
9,838,098
9,760,316
2.2 %
Summer BC Holdco B LLC (4)(7)
Media
10.15 % (S + CSA + 4.50 %)
12/4/2026
4,900,000
4,902,921
4,757,582
1.1 %
Talen Energy Supply, LLC (4)(6)
Independent Power and Renewable
Electricity Producers
9.88 % (S + 4.50 %)
5/17/2030
2,204,000
2,140,023
2,216,860
0.5 %
Talen Energy Supply, LLC (4)(6)
Independent Power and Renewable
Electricity Producers
9.88 % (S + 4.50 %)
5/17/2030
1,790,476
1,738,497
1,800,924
0.4 %
Tank Holding Corp.
Containers and Packaging
11.17 % (S + CSA + 5.75 %)
3/31/2028
2,493,687
2,426,546
2,425,509
0.5 %
Tank Holding Corp.
Containers and Packaging
11.42 % (S + CSA + 6.00 %)
3/31/2028
2,089,500
2,048,373
2,009,172
0.4 %
Tecta America Corp. (6)(7)
Construction and Engineering
9.43 % (S + CSA + 4.00 %)
4/6/2028
8,519,722
8,506,315
8,515,164
1.9 %
The Edelman Financial Center,
LLC (6)
Diversified Financial Services
8.93 % (S + CSA + 3.50 %)
4/7/2028
7,800,071
7,732,515
7,730,846
1.7 %
Thryv, Inc. (4)(6)
Professional Services
13.93 % (S + CSA + 8.50 %)
2/18/2026
5,334,576
5,341,392
5,352,900
1.2 %
Titan US Finco, LLC (4)(7)
Media
9.65 % (S + CSA + 4.00 %)
10/6/2028
5,910,000
5,900,025
5,813,963
1.3 %
Tosca Services, LLC (6)
Containers and Packaging
9.13 % (S + CSA + 3.50 %)
8/18/2027
6,846,793
6,801,733
5,668,152
1.3 %
U.S. Renal Care, Inc. (6)(7)
Healthcare Providers and Services
10.54 % (S + CSA + 5.00 %)
6/20/2028
7,856,638
7,765,449
5,263,947
1.2 %
UKG Inc. (6)
Software
10.02 % (S + CSA + 4.50 %)
5/4/2026
4,987,500
4,872,209
5,009,320
1.1 %
US Radiology Specialists, Inc.
(6)
Healthcare Providers and Services
10.74 % (S + CSA + 5.25 %)
12/10/2027
8,813,025
8,733,003
8,570,667
1.9 %
Veracode (6)
Software
9.97 % (S + CSA + 4.50 %)
4/20/2029
8,712,000
8,675,678
8,408,866
1.9 %
VeriFone Systems, Inc. (6)
Commercial Services and Supplies
9.65 % (S + 4.00 %)
8/20/2025
2,923,274
2,901,744
2,704,481
0.6 %
Verscend Holding Corp. (6)
Healthcare Technology
9.43 % (S + CSA + 4.00 %)
8/27/2025
6,017,813
6,008,212
6,026,960
1.3 %
Vision Solutions, Inc. (6)
IT Services
9.61 % (S + CSA + 4.00 %)
4/24/2028
9,800,000
9,778,504
9,523,346
2.1 %
Vocus Group DD T/L (4)(6)
Diversified Telecommunication
Services
9.17 % (S + CSA + 3.50 %)
5/26/2028
1,980,000
1,962,308
1,968,249
0.4 %
WarHorse Gaming, LLC
Hotels, Restaurants and Leisure
14.67 % (S + CSA + 9.25 %)
6/28/2028
5,000,000
4,802,626
4,987,500
1.1 %
WaterBridge Midstream Operating,
LLC (6)
Energy Equipment and Services
11.36 % (S + CSA + 5.75 %)
6/22/2026
8,161,536
8,071,309
8,183,246
1.8 %
Watlow Electric Manufacturing
Company (6)
Electrical Equipment
9.38 % (S + CSA + 3.75 %)
3/2/2028
3,256,856
3,238,244
3,239,351
0.7 %
White Cap Buyer LLC (6)
Building Products
9.07 % (S + 3.75 %)
10/8/2027
2,918,063
2,899,740
2,916,064
0.7 %
Wilsonart
LLC (6)
Building
Products
8.74 % (S + CSA + 3.25 %)
12/18/2026
5,368,325
5,325,032
5,361,614
1.2 %
Total
First Lien Senior Secured
960,049,599
$ 949,869,794
$ 911,347,313
203.9 %
10
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 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
12.68 % (S + CSA + 7.25 %)
6/4/2029
2,750,000
2,771,464
2,461,250
0.7 %
ARC Falcon I Inc. (6)
Chemicals
12.42 % (S + CSA + 7.00 %)
9/24/2029
2,000,000
1,984,312
1,812,500
0.4 %
Artera Services, LLC (6)
Construction and Engineering
12.74 % (S + CSA + 7.25 %)
3/6/2026
9,060,000
8,467,526
6,681,750
1.5 %
Aruba Investments, Inc. (6)
Chemicals
13.17 % (S + CSA + 7.75 %)
10/27/2028
2,350,000
2,321,870
2,220,750
0.5 %
Asurion, LLC (6)
Insurance
10.68 % (S + CSA + 5.25 %)
1/19/2029
6,000,000
5,969,678
5,344,260
1.2 %
Barracuda Networks, Inc.
Software
12.37 % (S + 7.00 %)
8/15/2030
3,000,000
2,918,497
2,696,250
0.6 %
DCert Buyer, Inc. (6)
IT Services
12.32 % (S + 7.00 %)
2/19/2029
1,500,000
1,498,316
1,407,503
0.3 %
Delta Topco, Inc.
IT Services
12.57 % (S + 7.25 %)
12/1/2028
3,435,617
3,466,950
3,289,604
0.7 %
Energy Acquisition LP
Electrical Equipment
14.02 % (S + CSA + 8.50 %)
6/25/2026
2,812,400
2,741,660
2,285,075
0.5 %
Epicor Software Corporation
(6)
Software
13.17 % (S + CSA + 7.75 %)
7/31/2028
3,000,000
3,034,583
3,019,920
0.7 %
Gainwell Acquisition Corp.
Healthcare Providers and Services
13.37 % (S + CSA + 8.00 %)
10/2/2028
3,000,000
2,958,750
2,955,000
0.7 %
Help/Systems Holdings, Inc.
Software
12.35 % (S + CSA + 6.75 %)
11/19/2027
3,656,217
3,660,723
3,176,338
0.7 %
Idera, Inc.
IT Services
12.27 % (S + 6.75 %)
2/5/2029
5,000,000
5,024,976
4,750,000
1.1 %
Infinite Bidco, LLC (6)
Electronic Equipment, Instruments
and Components
12.43 % (S + 7.00 %)
2/24/2029
2,729,999
2,726,413
2,406,944
0.5 %
Ivanti Software, Inc.
Software
12.78 % (L + 7.25 %)
12/1/2028
3,000,000
3,010,153
2,172,510
0.5 %
Magenta Buyer LLC
Software
13.88 % (S + CSA + 8.25 %)
7/27/2029
5,000,000
4,991,759
2,412,500
0.5 %
Paradigm Outcomes
Healthcare Providers and Services
13.02 % (S + 7.50 %)
10/26/2026
1,500,000
1,483,243
1,410,000
0.3 %
Peraton Corp.
Aerospace and Defense
13.23 % (S + CSA + 7.75 %)
2/26/2029
2,898,876
2,951,256
2,845,740
0.6 %
Pretium PKG Holdings, Inc.
(6)
Containers and Packaging
12.24 % (S + CSA + 6.75 %)
9/30/2029
2,000,000
1,983,905
641,430
0.1 %
Quest Software US Holdings
Inc.
Software
13.02 % (S + CSA + 7.50 %)
2/1/2030
3,000,000
2,961,958
2,073,750
0.5 %
Vision
Solutions, Inc.
IT Services
12.86 % (S + CSA + 7.25 %)
4/23/2029
3,500,000
3,505,695
3,170,318
0.7 %
Total
Second Lien Senior Secured
71,193,109
70,433,687
59,233,392
13.3 %
Corporate
Bonds
KOBE
US Midco 2 Inc
Chemicals
9.25 %
11/1/2026
1,900,000
1,887,129
1,396,500
0.3 %
Total
Corporate Bonds
1,900,000
1,887,129
1,396,500
0.3 %
Total
Debt Investments
$ 1,033,142,708
$ 1,022,190,610
$ 971,977,205
217.5 %
11
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2023
(Unaudited)
Maturity
Principal
/
Amortized
Fair
Percentage
Portfolio
Company (3)
Industry
Interest
Rate
Date
Par
Cost (1)(5)
Value
of Net Assets
CLO Mezzanine (2)
522 Funding CLO 2020-6, Ltd.
(4)
Structured Note
13.65 % (S + CSA + 8.04 %)
10/23/2034
2,800,000
2,728,794
2,376,598
0.6 %
Carlyle US CLO 2020-2, Ltd
(4)
Structured Note
14.14 % (S + CSA + 8.53 %)
1/25/2035
4,000,000
3,896,543
3,369,706
0.8 %
Elmwood CLO III Ltd. (4)
Structured Note
13.33 % (S + CSA + 7.74 %)
10/20/2034
2,000,000
1,931,807
1,893,272
0.4 %
GoldenTree Loan Management
US 2020-7A (4)
Structured Note
13.34 % (S + CSA + 7.75 %)
4/20/2034
2,000,000
1,902,269
1,811,891
0.4 %
GoldenTree Loan Management
US 2021-10A (4)
Structured Note
13.38 % (S + CSA + 7.79 %)
7/20/2034
1,250,000
1,218,757
1,069,227
0.2 %
GoldenTree Loan Management
US 2021-9A (4)
Structured Note
12.34 % (S + CSA + 6.75 %)
1/20/2033
2,000,000
1,904,452
1,790,721
0.4 %
Thayer
Park CLO, Ltd. (4)
Structured
Note
14.46 % (S + CSA + 8.87 %)
4/20/2034
1,300,000
1,264,983
1,072,340
0.2 %
Total
CLO Mezzanine
15,350,000
14,847,605
13,383,755
3.0 %
CLO Equity
Ares CLO Ltd 2021-62A (4)
Structured Subordinated Note
NA
1/25/2034
5,000,000
4,024,221
3,203,129
0.6 %
Babson CLO 2018-4A, Ltd. (4)
Structured Subordinated Note
NA
10/15/2030
4,000,000
1,750,699
1,386,000
0.3 %
Dryden 86 CLO, Ltd. (4)
Structured Subordinated Note
NA
7/17/2030
6,000,000
4,224,002
3,275,495
0.7 %
HPS Loan Management 12-2018,
Ltd. (4)
Structured Subordinated Note
NA
7/18/2031
7,500,000
4,037,516
3,551,129
0.8 %
Long Point Park CLO, Ltd. (4)
Structured Subordinated Note
NA
1/17/2030
6,358,000
3,343,710
2,092,713
0.5 %
Regatta XII Funding Ltd. (4)
Structured Subordinated Note
NA
10/15/2032
6,000,000
4,259,871
3,384,000
0.8 %
Signal Peak CLO, LLC (4)
Structured Subordinated Note
NA
10/26/2034
5,000,000
2,294,123
1,739,240
0.4 %
Stratus
CLO Series 2021-1A (4)
Structured
Subordinated Note
NA
12/29/2029
2,000,000
1,379,154
1,179,627
0.3 %
Total
CLO Equity
41,858,000
25,313,296
19,811,333
4.4 %
12
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of September 30, 2023
(Unaudited)
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Equity Investments
Total Equity Investments
-
-
-
0.0 %
Total Equity and Other Investments
$ 57,208,000
$ 40,160,901
$ 33,195,088
7.4 %
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 5.27% (6)(7)(8)
99,540,294
99,540,294
99,540,294
22.3 %
Total Short-Term Investments
99,540,294
$ 99,540,294
$ 99,540,294
22.3 %
Total Investments
$ 1,161,891,805
$ 1,104,712,587
247.2 %
Liabilities in Excess of Other Assets
( 657,852,993 )
( 147.2 )%
Net Assets
$ 446,859,594
100.0 %
(1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(2) Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of September 30, 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 September 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 September 30, 2023, 12.9% of the Company’s total assets were in non-qualifying investments.
(5) As of September 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 September 30, 2023.
The accompanying notes are an integral part of these consolidated financial
statements.
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
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 %
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
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 %
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
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 %
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
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 %
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
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 %
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
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 %
19
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 %
20
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 %
21
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.
22
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Organization
Palmer Square Capital BDC
Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of companies,
including small to large private U.S. companies. The Company was organized as a Maryland corporation on August 26, 2019 and is structured
as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business
development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Beginning with
its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”)
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and expects to qualify as a RIC each year
thereafter. The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was
formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank of America, N.A. (“BofA N.A.”)
Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured
credit facility with Wells Fargo, National Association (“WFB”).
The Company’s investment
objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus
is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities
and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own
corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives
transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors
to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange
rates and market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants
or rights to acquire equity or other securities in connection with making a debt investment in a company. During the nine months ended
September 30, 2023 and September 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.
23
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 September 30, 2023, the balance of debt issuance costs was $( 3.3 ) million, representing deferred financing costs of $ 1.7 million
less accrued interest of $ 5.0 million, included in BoA Credit Facility and WF Credit Facility, net of $ 632.5 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.
24
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.
25
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 September 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.
26
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.
27
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.
28
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
“Net realized losses”
in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s
investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net
investment income” in respect of the particular period means interest income, dividend income and any other income (including any
other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio
companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the
particular 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.
Note 4. Investments
The following table presents
the composition of the Company’s investment portfolio at amortized cost and fair value as of September 30, 2023 and December 31,
2022:
September 30, 2023
December 31, 2022
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 949,869,794
$ 911,347,313
$ 951,753,250
$ 870,880,344
Second-lien senior secured debt
70,433,687
59,233,392
71,513,263
58,118,340
Corporate Bonds
1,887,129
1,396,500
1,884,529
1,332,888
CLO Mezzanine
14,847,605
13,383,755
17,589,330
14,732,721
CLO Equity
25,313,296
19,811,333
27,012,348
21,800,224
Short-term investments
99,540,294
99,540,294
50,347,215
50,347,215
Total Investments
$ 1,161,891,805
$ 1,104,712,587
$ 1,120,099,935
$ 1,017,211,732
As of September 30, 2023, approximately 14.4 % of the long-term investment
portfolio at amortized cost and 14.4 % 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, 12.9 % 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 September 30, 2023 and December 31, 2022, respectively.
29
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The industry composition of
investments based on fair value, as a percentage of total investments at fair value, as of September 30, 2023 and December 31, 2022 was
as follows:
September 30,
2023
December 31,
2022
Software
12.0 %
12.9 %
Healthcare Providers and Services
9.7 %
9.9 %
Short Term Investments
9.0 %
4.9 %
IT Services
7.4 %
8.4 %
Professional Services
6.4 %
5.9 %
Insurance
5.8 %
5.8 %
Hotels, Restaurants and Leisure
4.2 %
3.9 %
Media
3.7 %
3.2 %
Independent Power and Renewable Electricity Producers
3.5 %
2.8 %
Diversified Financial Services
2.9 %
2.6 %
Building Products
2.9 %
3.7 %
Construction and Engineering
2.6 %
2.5 %
Chemicals
2.6 %
3.3 %
Structured Subordinated Note
1.8 %
2.1 %
Auto Components
1.7 %
1.9 %
Aerospace and Defense
1.7 %
2.5 %
Commercial Services and Supplies
1.6 %
1.3 %
Containers and Packaging
1.6 %
1.5 %
Diversified Consumer Services
1.6 %
1.6 %
Electronic Equipment, Instruments and Components
1.5 %
1.2 %
Internet Software and Services
1.3 %
1.1 %
Food Products
1.3 %
1.3 %
Energy Equipment and Services
1.3 %
0.6 %
Structured Note
1.2 %
1.4 %
Metals and Mining
1.2 %
2.0 %
Machinery
1.1 %
0.6 %
Healthcare Technology
1.0 %
2.1 %
Oil, Gas and Consumable Fuels
0.9 %
1.7 %
Healthcare Equipment and Supplies
0.8 %
0.9 %
Industrial Conglomerates
0.7 %
0.4 %
Specialty Retail
0.6 %
1.3 %
Real Estate Management and Development
0.6 %
0.6 %
Wireless Telecommunication Services
0.6 %
0.6 %
Pharmaceuticals
0.6 %
0.6 %
Diversified Telecommunication Services
0.6 %
0.3 %
Electrical Equipment
0.5 %
0.5 %
Road and Rail
0.5 %
0.5 %
Household Durables
0.4 %
0.3 %
Technology Hardware, Storage and Peripherals
0.3 %
0.4 %
Transportation
0.3 %
- %
Textiles, Apparel and Luxury Goods
- %
0.1 %
Airlines
- %
0.8 %
Total
100.0 %
100.0 %
30
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 5. Fair Value of Investments
Fair value is defined as the
price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market
participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques
maximize the use of observable market inputs and minimize the use of unobservable inputs.
Inputs refer broadly to the
assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable
or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability
developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions
market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement
date. The three levels are defined as follows:
Level 1 — Valuations based on
quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement
date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and
observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models
to determine the value of derivatives or other assets or liabilities.
Level 3 — Valuations based on
inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments in private investment
companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in the
fair value hierarchy. As of September 30, 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.
31
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The following table presents
the fair value hierarchy of investments as of September 30, 2023:
Fair Value Hierarchy as of September 30, 2023
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 911,347,313
$ -
$ 911,347,313
Second-lien senior secured debt
-
59,233,392
-
59,233,392
Corporate Bonds
-
1,396,500
-
1,396,500
CLO Mezzanine
-
13,383,755
-
13,383,755
CLO Equity
-
19,811,333
-
19,811,333
Short Term Investments
99,540,294
-
-
99,540,294
Total Investments
$ 99,540,294
$ 1,005,172,293
$ -
$ 1,104,712,587
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 nine months ended
September 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 September 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.
32
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Borrowings
In accordance with the 1940
Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act,
are at least 150 % after such borrowing. As of September 30, 2023, the Company’s asset coverage ratio was 171 %.
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 $725.0 million on September 29, 2021. The Borrowers’ ability to draw under the BoA
Credit Facility is scheduled to terminate on February 11, 2025. All amounts outstanding under the BoA Credit Facility are required to
be repaid by February 18, 2025. As the Company raises additional capital, we may enter into additional credit agreements to expand our
borrowing capacity.
Debt obligations under the
BoA Credit Facility consisted of the following as of September 30, 2023:
September 30, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA Credit Facility
$ 725,000,000
$ 495,000,000
$ 230,000,000
$ 496,520,640
Total debt
$ 725,000,000
$ 495,000,000
$ 230,000,000
$ 496,520,640
(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 $ 903 thousand and accrued interest of $ 2.4 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 $ 1.4 million and accrued interest of $ 584 thousand.
33
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average debt outstanding under
the BoA Credit Facility during the nine months ended September 30, 2023 and September 30, 2022, was $ 498.1 million and $ 554.8 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 nine months
ended September 30, 2023 and September 30, 2022, the components of interest expense with respect to the BoA Credit Facility were as follows:
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Interest expense
$ 8,697,298
$ 5,242,606
$ 24,807,947
$ 10,627,543
Amortization of debt issuance costs
163,593
160,138
482,890
475,193
Total interest expense
$ 8,860,891
$ 5,402,744
$ 25,290,837
$ 11,102,736
Average interest rate
6.65 %
3.58 %
6.31 %
2.36 %
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.
34
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Debt obligations under the
WF Credit Facility consisted of the following as of September 30, 2023:
September 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
$ 136,028,184
Total debt
$ 150,000,000
$ 134,250,000
$ 15,750,000
$ 136,028,184
(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 $ 787 thousand and accrued interest of $ 2.6 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 $ 1.0 million and accrued interest of $ 1.9 million.
Average debt outstanding under
the WF Credit Facility during the nine months ended September 30, 2023 and September 30, 2022, was $ 130.0 million and $ 122.3 million,
respectively.
35
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 nine months
ended September 30, 2023 and September 30, 2022, the components of interest expense with respect to the WF Credit Facility were as follows:
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Interest expense
$ 2,550,415
$ 1,524,071
$ 7,142,477
$ 3,228,319
Amortization of debt issuance costs
89,198
88,953
264,203
263,959
Total interest expense
$ 2,639,613
$ 1,613,024
$ 7,406,680
$ 3,492,278
Average interest rate
7.39 %
4.53 %
7.08 %
3.35 %
PS BDC Funding II has pledged
all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank
acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are
required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing
under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940
Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence
of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment
Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own
a majority of the membership interests of the Investment Advisor.
Note 7. Share Transactions
Offering Proceeds
During the nine months ended
September 30, 2023 and September 30, 2022, the Company issued and sold 2,379,185 shares at an aggregate purchase price of $ 39.3 million
and 803,456 shares at an aggregate purchase price of $ 15.2 million, respectively. These amounts include shares issued in reinvestment.
36
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
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.
37
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 8. Commitments and Contingencies
As of September 30, 2023 and
December 31, 2022, the Company had an aggregate of $ 5.6 million and $ 2.6 million, respectively, of unfunded commitments to provide debt
financing to its portfolio companies. As of each of September 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 September 30, 2023 is shown in the table below:
Expiration
As of
Date (1)
September 30,
2023
Accession Risk Management Group, Inc.
2/14/2025
3,000,000
Imagefirst Holdings, LLC
4/28/2025
833,333
OMNIA Partners, LLC
1/25/2024
223,269
PT Intermediate Holdings III, LLC
9/1/2024
611,050
Tank Holding Corp.
5/22/2024
900,000
Total unfunded commitments
$ 5,567,652
(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 September 30, 2023, management
is not aware of any pending or threatened litigation.
Note 9. Earnings Per Share
In accordance with the provisions
of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available
to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares,
and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of each of September 30,
2023 and September 30, 2022, there were no dilutive shares.
38
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The following table sets forth
the computation of basic and diluted earnings per share of common stock for the three and nine months ended September 30, 2023 and September
30, 2022.
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Net increase (decrease) in net assets resulting from operations
$ 33,853,088
$ ( 6,755,673 )
$ 85,882,073
$ ( 75,518,591 )
Weighted average shares of common stock outstanding - basic and diluted
26,016,761
23,214,683
25,359,324
22,986,437
Earnings (loss) per share of common stock - basic and diluted
$ 1.30
$ ( 0.29 )
$ 3.39
$ ( 3.29 )
Note 10. Financial Highlights
The following per share of
common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial
highlights for the nine months ended September 30, 2023 and September 30, 2022:
For the Nine Months Ended
September 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)
1.68
1.25
Net
Realized and Unrealized Gain (Loss) on Investments (4)
1.74
( 4.50 )
Net Increase (Decrease) in Net Assets Resulting from Operations
3.42
( 3.25 )
Distributions to Common Stockholders
Distributions from Net Investment Income
( 1.62 )
( 0.81 )
Distributions from Realized Gains
-
-
Return of Capital
-
-
Net Decrease in Net Assets Resulting from Distributions
( 1.62 )
( 0.81 )
Net Asset Value, End of Period
$ 16.76
$ 16.00
Shares Outstanding, End of Period
26,665,813
23,373,787
Ratio/Supplemental Data
Net assets, end of period
$ 446,859,594
$ 373,908,767
Weighted-average shares outstanding
25,359,324
22,986,437
Total Return (3)
23.20 %
( 16.69 )%
Portfolio turnover
19 %
21 %
Ratio of operating expenses to average net assets without waiver (2)
13.18 %
7.08 %
Ratio of operating expenses to average net assets with waiver (2)
12.93 %
6.83 %
Ratio of net investment income (loss) to average net assets without waiver (2)
13.59 %
8.63 %
Ratio of net investment income (loss) to average net assets with waiver (2)
13.84 %
8.88 %
(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.
39
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.
40
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;
41
●
the adequacy, availability and pricing of our financing sources and working capital;
●
actual or potential conflicts of interest with the Investment Advisor and its affiliates;
●
our contractual arrangements and relationships with third parties;
●
the current economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and
●
the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.
Although we believe that the
assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and
as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties,
the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation
by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section
entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance
on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty
and do not undertake to update the forward-looking statements.
Overview
We are a financial services
company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies.
We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end
management investment company. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940
Act”) and, beginning with our taxable year ended December 31, 2020, we have elected to be treated as a RIC under Subchapter M of
the Code, and we expect to qualify as a RIC annually.
We are externally managed
by the Investment Advisor, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”)
under the Investment Advisers Act of 1940 (the “Advisers Act”), pursuant to an investment advisory agreement between us and
the Investment Advisor (the “Advisory Agreement”). Subject to the supervision of our Board of Directors (the “Board”),
a majority of which is comprised of directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940
Act (the “Independent Directors”), our Investment Advisor manages our day-to-day operations and provides us with investment
advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator, provides
the administrative services necessary for us to operate pursuant to an administration agreement between us and the Administrator (the
“Administration Agreement”). The Administrator has entered into a sub-administration agreement to delegate certain administrative
functions to U.S. Bancorp Fund Services, LLC. Our Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management
LLC (“Palmer Square”), which is a privately-held firm specializing in global alternative (non-traditional) investments with
a total return orientation.
Our investment objective is
to maximize total return, comprised of current income and capital appreciation. Our current investment focus is guided by two strategies
that facilitate our investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent,
(2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities,
including the equity and junior debt tranches of CLOs. To a limited extent, we may enter into derivatives transactions, which may utilize
instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations
in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates or to earn income
and enhance our total returns. We may also receive or purchase warrants or rights to acquire equity or other securities in connection
with making a debt investment in a company. We will continue to evaluate other investment strategies in the ordinary course of business
with no specific top-down allocation to any single investment strategy.
42
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.
43
Portfolio and Investment Activity
As of September 30, 2023,
our weighted average total yield to maturity of debt and income producing securities at fair value was 11.27%, and our weighted average
total yield to maturity of debt and income producing securities at amortized cost was 9.67%.
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 September 30, 2023,
we had 219 debt and equity investments in 184 portfolio companies with an aggregate fair value of approximately $1.01 billion.
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 nine months ended September 30, 2023 and September 30, 2022 is presented below (information presented herein is at amortized
cost unless otherwise indicated).
For the Three Months Ended
For the Nine Months Ended
September 30,
2023
September 30,
2022
September 30,
2023
September 30,
2022
New investments:
Gross investments
$ 78,271,670
$ 6,265,144
$ 188,402,217
$ 227,650,962
Less: sold investments
(58,480,713 )
(53,923,739 )
(194,434,792 )
(258,148,610 )
Total new investments
19,790,957
(47,658,595 )
(6,032,575 )
(30,497,648 )
Principal amount of investments funded:
First-lien senior secured debt investments
$ 74,412,920
$ 6,265,144
$ 184,543,467
$ 195,933,304
Second-lien senior secured debt investments
3,858,750
-
3,858,750
19,102,118
Convertible bonds
-
-
-
3,728,289
CLO Equity
-
-
-
8,887,251
Total principal amount of investments funded
78,271,670
6,265,144
188,402,217
227,650,962
Principal amount of investments sold or repaid:
First-lien senior secured debt investments
57,657,965
46,586,869
184,842,717
237,007,225
Second-lien senior secured debt investments
13,549
2,495,938
5,013,549
11,930,854
Corporate Bonds
-
(809 )
-
999,911
Convertible bonds
-
3,751,313
-
4,750,262
CLO Equity
809,199
897,842
1,699,051
1,903,654
Collateralized securities and structured products - debt
-
(23,079 )
2,879,475
1,341,039
Common Stock
-
215,665
-
215,665
Total principal amount of investments sold or repaid
58,480,713
53,923,739
194,434,792
258,148,610
44
Our investment activity for
the three and nine months ended September 30, 2023 and September 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 September 30, 2023 and September 30, 2022, respectively.
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Number of new investment commitments
20
1
45
32
Average new investment commitment amount
$ 2,889,085
$ 339,003
$ 3,517,770
$ 4,785,982
Weighted average maturity for new investment commitments
5.61 years
5.75 years
4.91 years
6.30 years
Percentage of new debt investment commitments at floating rates
100.00 %
100.00 %
100.00 %
100.00 %
Percentage of new debt investment commitments at fixed rates
0.00 %
0.00 %
0.00 %
0.00 %
Weighted average interest rate of new investment commitments (1)
10.00 %
6.80 %
10.24 %
7.92 %
Weighted average spread over reference rate of new floating rate investment commitments (2)
4.57 %
3.75 %
4.82 %
4.91 %
Weighted average interest rate on long-term investments sold or paid down
10.15 %
5.88 %
9.49 %
4.94 %
(1) For the three and nine months ended September 30, 2023 and September
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 September 30, 2023
and December 31, 2022, our investments consisted of the following:
September 30, 2023
December 31, 2022
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$
949,869,794
$
911,347,313
$
951,753,250
$
870,880,344
Second-lien senior secured debt
70,433,687
59,233,392
71,513,263
58,118,340
Corporate Bonds
1,887,129
1,396,500
1,884,529
1,332,888
CLO Mezzanine
14,847,605
13,383,755
17,589,330
14,732,721
CLO Equity
25,313,296
19,811,333
27,012,348
21,800,224
Short-term investments
99,540,294
99,540,294
50,347,215
50,347,215
Total Investments
$
1,161,891,805
$
1,104,712,587
$
1,120,099,935
$
1,017,211,732
45
The table below describes
investments by industry composition based on fair value as of September 30, 2023 and December 31, 2022:
September 30,
2023
December 31,
2022
Software
12.0 %
12.9 %
Healthcare Providers and Services
9.7 %
9.9 %
Short Term Investments
9.0 %
4.9 %
IT Services
7.4 %
8.4 %
Professional Services
6.4 %
5.9 %
Insurance
5.8 %
5.8 %
Hotels, Restaurants and Leisure
4.2 %
3.9 %
Media
3.7 %
3.2 %
Independent Power and Renewable Electricity Producers
3.5 %
2.8 %
Diversified Financial Services
2.9 %
2.6 %
Building Products
2.9 %
3.7 %
Construction and Engineering
2.6 %
2.5 %
Chemicals
2.6 %
3.3 %
Structured Subordinated Note
1.8 %
2.1 %
Auto Components
1.7 %
1.9 %
Aerospace and Defense
1.7 %
2.5 %
Commercial Services and Supplies
1.6 %
1.3 %
Containers and Packaging
1.6 %
1.5 %
Diversified Consumer Services
1.6 %
1.6 %
Electronic Equipment, Instruments and Components
1.5 %
1.2 %
Internet Software and Services
1.3 %
1.1 %
Food Products
1.3 %
1.3 %
Energy Equipment and Services
1.3 %
0.6 %
Structured Note
1.2 %
1.4 %
Metals and Mining
1.2 %
2.0 %
Machinery
1.1 %
0.6 %
Healthcare Technology
1.0 %
2.1 %
Oil, Gas and Consumable Fuels
0.9 %
1.7 %
Healthcare Equipment and Supplies
0.8 %
0.9 %
Industrial Conglomerates
0.7 %
0.4 %
Specialty Retail
0.6 %
1.3 %
Real Estate Management and Development
0.6 %
0.6 %
Wireless Telecommunication Services
0.6 %
0.6 %
Pharmaceuticals
0.6 %
0.6 %
Diversified Telecommunication Services
0.6 %
0.3 %
Electrical Equipment
0.5 %
0.5 %
Road and Rail
0.5 %
0.5 %
Household Durables
0.4 %
0.3 %
Technology Hardware, Storage and Peripherals
0.3 %
0.4 %
Transportation
0.3 %
- %
Textiles, Apparel and Luxury Goods
- %
0.1 %
Airlines
- %
0.8 %
Total
100.0 %
100.0 %
46
The table below shows the
weighted average yields and interest rate of our debt investments at fair value as of September 30, 2023 and December 31, 2022:
September 30,
2023
December 31,
2022
Weighted average total yield of debt and income producing securities
11.27 %
11.47 %
Weighted average interest rate of debt and income producing securities (1)
10.04 %
8.83 %
Weighted average spread over reference rate of all floating rate investments (2)
4.57 %
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 nine months ended September 30, 2023 and September 30, 2022.
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Total investment income
$ 28,773,690
$ 19,973,554
$ 82,401,055
$ 50,725,754
Less: Net expenses
13,969,777
9,521,115
39,804,342
22,053,212
Net investment income
14,803,913
10,452,439
42,596,713
28,672,542
Net realized gains (losses) on investments
(2,103,618 )
(496,697 )
(2,423,632 )
(1,353,321 )
Net change in unrealized gains (losses) on investments
21,152,793
(16,711,415 )
45,708,992
(102,837,812 )
Net increase (decrease) in net assets resulting from
operations
$ 33,853,088
$ (6,755,673 )
$ 85,882,073
$ (75,518,591 )
Investment Income
Investment income for the
three and nine months ended September 30, 2023 and September 30, 2022, was as follows:
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Interest from investments
$ 27,323,754
$ 19,718,478
$ 78,943,113
$ 50,266,810
Dividend income
1,297,090
223,816
3,115,974
278,529
Other income
152,846
31,260
341,968
180,415
Total investment income
$ 28,773,690
$ 19,973,554
$ 82,401,055
$ 50,725,754
47
For the three and nine months
ended September 30, 2023 and September 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 increased from $966.9 million as of December 31, 2022
to $1.01 billion as of September 30, 2023. The size of our investment portfolio at fair value decreased from $1.12 billion as of December
31, 2021 to $981.6 million as of September 30, 2022. All debt and short-term investments were income producing, and there were no loans
on non-accrual status as of September 30, 2023.
Expenses
Operating expenses for the
three and nine months ended September 30, 2023 and September 30, 2022, were as follows:
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Interest expense
$ 11,500,504
$ 7,015,768
$ 32,697,517
$ 14,595,014
Management fees
2,197,758
2,000,103
6,155,999
6,455,899
Other operating expenses
527,331
736,353
1,664,230
1,753,190
Directors fees
18,904
18,904
56,096
56,096
Management fee waiver
(274,720 )
(250,013 )
(769,500 )
(806,987 )
Net expenses
$ 13,969,777
$ 9,521,115
$ 39,804,342
$ 22,053,212
Net expenses for the three
months ended September 30, 2023 were $14.0 million, which consisted of $11.5 million in interest expense, $2.2 million in management
fees, $527 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 nine months ended September 30, 2023 were $39.8 million, which consisted of $32.7 million
in interest expense, $6.2 million in management fees, $1.7 million in other operating expenses, and $56 thousand in directors fees offset
by $770 thousand in management fee waiver from the Investment Advisor.
Net expenses for the three
months ended September 30, 2022 were $9.5 million, which consisted of $7.0 million in interest expense, $2.0 million in management fees,
$736 thousand in other operating expenses, and $19 thousand in directors fees offset by $250 thousand in management fee waiver from the
Investment Advisor. Net expenses for the nine months ended September 30, 2022 were $22.1 million, which consisted of $14.6 million in
interest expense, $6.5 million in management fees, $1.8 million in other operating expenses, and $56 thousand in directors fees offset
by $807 thousand in management fee waiver from the Investment Advisor.
The increase in expenses
for the nine months ended September 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.
48
Net Change in Unrealized Gains (Losses) on
Investments
We fair value our portfolio
investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended
September 30, 2023 and September 30, 2022, net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the Three Months Ended
September 30
For the Nine Months Ended
September 30
2023
2022
2023
2022
Unrealized gains on investments
$ 28,234,318
$ 9,137,422
$ 57,839,478
$ 995,687
Unrealized (losses) on investments
(7,081,525 )
(25,848,837 )
(12,130,486 )
(103,833,499 )
Net change in unrealized gains (losses) on investments
$ 21,152,793
$ (16,711,415 )
$ 45,708,992
$ (102,837,812 )
The change in unrealized appreciation
(depreciation) for the three months ended September 30, 2023 and September 30, 2022 totaled $21.2 million and $(16.7) million, respectively.
For the three months ended September 30, 2023, this consisted of net unrealized appreciation of $16.2 million related to new and existing
portfolio investments, and net unrealized appreciation of $5.0 million related to exited portfolio investments (a portion of which has
been reclassified to realized gains (losses)). For the three months ended September 30, 2022, this consisted of net unrealized depreciation
of $17.7 million related to new and existing portfolio investments, and net unrealized appreciation of $1.0 million related to exited
portfolio investments (a portion of which has been reclassified to realized gains (losses)).
The change in unrealized appreciation (depreciation) for the nine months
ended September 30, 2023 and September 30, 2022 totaled $45.7 million and $(102.8) million, respectively. For the nine months ended September
30, 2023, this consisted of net unrealized appreciation of $36.7 million related to new and existing portfolio investments, and net unrealized
appreciation of $9.0 million related to exited portfolio investments (a portion of which has been reclassified to realized gains (losses)).
For the nine months ended September 30, 2022, this consisted of net unrealized depreciation of $101.7 million related to new and existing
portfolio investments, and net unrealized depreciation of $1.1 million related to exited portfolio investments (a portion of which has
been reclassified to realized gains (losses)).
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 nine months ended September 30, 2023, we experienced a net
increase in cash and cash equivalents of $1.8 million. During the period, net cash provided by operating activities was $16.1 million,
primarily as a result of proceeds received from sale of investments of $194.4 million, partially offset by fundings of portfolio investments
(excluding investments in short-term investments) of $188.4 million. We funded short-term investments during the period, and as of the
end of the period we held $99.5 million in fair value of short-term investments. During the same period, net cash used in financing activities
was $14.4 million, primarily consisting of $12.0 million of net repayments under the BoA Credit Facility and WF Credit Facility and distributions
paid in cash of $20.0 million, partially offset by proceeds from the issuance of common stock of $17.7 million.
49
During the nine months ended
September 30, 2022, we experienced a net increase in cash and cash equivalents of $3.1 million. During the period, net cash provided
by operating activities was $26.6 million, primarily as a result of proceeds received from sale of investments of $258.1 million, partially
offset by fundings of portfolio investments (excluding investments in short-term money market funds) of $227.7 million. We invested in
short-term money market funds during the period, and as of the end of the period we held $23.9 million in fair value of short-term money
market funds. During the same period, net cash used in financing activities was $23.5 million, primarily consisting of $14.3 million
of net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $14.1 million, partially offset
by proceeds from the issuance of common stock of $4.8 million.
As of September 30, 2023
and September 30, 2022, we had cash and cash equivalents of $3.4 million and $4.2 million, respectively. As of September 30, 2023, we
had $495.0 million principal outstanding under the BoA Credit Facility and $134.3 million principal outstanding under the WF Credit Facility.
As of September 30, 2022, we had $511.0 million principal outstanding under the BoA Credit Facility and $126.8 million principal outstanding
under the WF Credit Facility.
During the nine months ended
September 30, 2023 and September 30, 2022, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
September 30, 2023
September 30, 2022
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Common stock
$ 17,654,225
$ -
100 %
$ 4,823,801
$ -
100 %
As a BDC, we are required
to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any
preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt
and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of September 30,
2023, our asset coverage ratio was 171%.
Capital Contributions
During the nine months ended
September 30, 2023 and September 30, 2022, the Company issued and sold 2,379,185 shares at an aggregate purchase price of $39.3 million
and 803,456 shares at an aggregate purchase price of $15.2 million, respectively. These amounts include shares issued in reinvestment.
50
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 $725.0 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 September 30, 2023,
we had $495.0 million principal outstanding and $230.0 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.
51
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 September 30, 2023,
we had $134.3 million outstanding and $15.7 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.
52
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.
53
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.
54
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.
55
A summary of our significant
contractual payment obligations related to the repayment of our outstanding indebtedness at September 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
$ 496,520,640
$ -
$ 496,520,640
$ -
$ -
WF Credit Facility, Net
136,028,184
-
136,028,184
-
-
Total contractual obligations
$ 632,548,824
$ -
$ 632,548,824
$ -
$ -
Off-Balance Sheet Arrangements
Unfunded commitments to
provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded
commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment
amount does not necessarily represent future cash requirements. As of September 30, 2023 and December 31, 2022, we had five unfunded
commitments totaling $5.6 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.
56
Assuming that the consolidated
statements of assets and liabilities as of September 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
$ (2,618,371 )
$ (1,573,125 )
$ (1,045,246 )
Up 100 basis points
10,387,700
6,292,500
4,095,200
Up 200 basis points
20,573,639
12,585,000
7,988,639
Up 300 basis points
30,728,152
18,877,500
11,850,652
The data in the table are
based on our current statements of assets and liabilities. As of September 30, 2023, the Company had $27.7 million in net purchases that
had not yet settled and $5.6 million in unfunded commitments. After settlement of these purchases, the change in interest expense will
be larger as a result of the increase in the amount borrowed under the BoA Credit Facility or WF Credit Facility, as applicable. The
table does not include any change in dividend income from our money market investments.
In addition, any investments
we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These
risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign
exchange controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies
involved.
We measure exposure to interest
rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations
by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit
default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes
in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of
investments with fixed interest rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of
the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial
Reporting
There have been no changes
in our internal control over financial reporting during our fiscal quarter ended September 30, 2023 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
57
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 nine months ended September 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 nine months ended
September 30, 2023, the Company issued and sold 2,379,185 shares at an aggregate purchase price of $39.3 million. These amounts include
shares issued in reinvestment. The issuance of the shares of common stock was exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The
Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited
investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer
securities to the public, in connection with such issuances and sales.
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
58
Item 6. Exhibits.
The exhibits required by
this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
3.1
Form of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56126) filed on January 16, 2020)
3.2
Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No. 000-56126) filed on November 27, 2019)
31.1*
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
* Filed
herewith
59
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Palmer Square Capital BDC Inc.
Date: November 09, 2023
/s/
Christopher D. Long
Name:
Christopher D. Long
Title:
Chief Executive Officer and Director
(Principal Executive Officer)
Date: November 09, 2023
/s/
Jeffrey D. Fox
Name:
Jeffrey D. Fox
Title:
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
60
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.