2 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statement of Assets and Liabilities as of December 31, 2022 and December 31, 2021
−Removed: Consolidated Statement of Operations for the years ended December 31, 2022 and December 31, 2021
−Removed: Consolidated Statement of Changes in Net Assets for the years ended December 31, 2022 and December 31, 2021
−Removed: Consolidated Statement of Cash Flows for the years ended December 31, 2022 and December 31, 2021
+Added: Consolidated Statement of Assets and Liabilities as of December 31, 2023 and 2022
+Added: Consolidated Statement of Operations for the years ended December 31, 2023, 2022, and 2021
+Added: Consolidated Statement of Changes in Net Assets for the years ended December 31, 2023, 2022, and 2021
+Added: Consolidated Statement of Cash Flows for the years ended December 31, 2023, 2022, and 2021
Consolidated Schedule of Investments as of December 31, 2023 and 2022
Notes to Consolidated Financial Statements
−Removed: Report of Independent Registered
−Removed: Public Accounting Firm
−Removed: To the Board of Directors and
−Removed: Stockholders of Palmer Square Capital BDC Inc.
−Removed: Opinion on the Financial
−Removed: We have audited the accompanying
−Removed: consolidated statements of assets and liabilities, including the consolidated schedules of investments of Palmer Square Capital BDC Inc.
−Removed: and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations,
−Removed: of changes in net assets and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated
−Removed: financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
−Removed: position of the Company as of December 31, 2022 and 2021, and the results of its operations, changes in its net assets and its cash flows
−Removed: for the years then ended in conformity with accounting principles generally accepted in the United States of America.
+Added: Report of Independent Registered Public Accounting
+Added: To the Board of Directors and Stockholders of Palmer Square Capital
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated
+Added: statements of assets and liabilities, including the consolidated schedules of investments, of Palmer Square Capital BDC Inc.
+Added: and its subsidiaries
+Added: (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in net assets
+Added: and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to
+Added: as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all
+Added: material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations, changes
+Added: in its net assets and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles
+Added: generally accepted in the United States of America.
Basis for Opinion
−Removed: These consolidated financial
−Removed: statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s
−Removed: consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting
−Removed: Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits of
−Removed: these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform
−Removed: the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
−Removed: due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
−Removed: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for
−Removed: the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
−Removed: Accordingly, we
−Removed: express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
−Removed: statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining,
−Removed: on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating
−Removed: the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
−Removed: financial statements.
−Removed: Our procedures included confirmation of securities owned as of December 31, 2022 and 2021 by correspondence with
−Removed: the custodian, brokers and agent banks.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: These consolidated financial statements are the
+Added: responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial
+Added: statements based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
+Added: States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and
+Added: the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits of these consolidated
+Added: financial statements in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain
+Added: reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
+Added: of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
+Added: an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: Accordingly, we express no such opinion.
+Added: Our audits included performing procedures to assess
+Added: the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
+Added: that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
+Added: consolidated financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by
+Added: management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: Our procedures included confirmation
+Added: of securities owned as of December 31, 2023 and 2022 by correspondence with the custodian, brokers and agent banks.
+Added: We believe that our
+Added: audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
−Removed: March 10, 2023
+Added: February 28, 2024
We have served as the Company’s auditor since 2019.
19 unchanged sentences
Management fee payable
−Removed: Directors fee payable
Accrued other general and administrative expenses
9 unchanged sentences
( 58,734,816 )
+Added: ( 110,502,182 )
Total Net Assets
9 unchanged sentences
Consolidated Statement of Operations
−Removed: For the Year Ended
+Added: For the Year Ended December 31
Investment income from non-controlled, non-affiliated investments:
Interest income
+Added: $ 107,739,382
Dividend income
9 unchanged sentences
( 1,051,009 )
+Added: ( 1,041,089 )
Net Investment Income (Loss)
3 unchanged sentences
( 2,715,413 )
+Added: ( 8,130,187 )
Total net realized gains (losses)
( 2,715,413 )
+Added: ( 8,130,187 )
Net change in unrealized gains (losses):
10 unchanged sentences
$ 107,835,651
+Added: ( 74,482,335 )
Per Common Share Data:
6 unchanged sentences
Consolidated Statement of Changes in Net Assets
−Removed: For the Year Ended
+Added: For the Year Ended December 31
Increase (Decrease) in Net Assets Resulting from Operations:
2 unchanged sentences
( 2,715,413 )
+Added: ( 8,130,187 )
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
7 unchanged sentences
( 43,102,007 )
+Added: ( 17,845,775 )
Distributions declared from realized gains
3 unchanged sentences
( 44,055,117 )
+Added: ( 25,952,493 )
Increase in Net Assets Resulting from Capital Share Transactions
8 unchanged sentences
$ 363,443,482
−Removed: The accompanying notes are an integral part of these
−Removed: consolidated financial statements.
+Added: The accompanying notes are an integral part of
+Added: these consolidated financial statements.
Palmer Square Capital BDC Inc.
4 unchanged sentences
$ 107,835,651
+Added: $ ( 74,482,335 )
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
2 unchanged sentences
Net change in unrealized (gains)/losses on investments
+Added: ( 52,563,544 )
Net accretion of discount on investments
( 1,851,339 )
+Added: ( 1,717,453 )
Purchases of short-term investments
1 unchanged sentence
( 374,447,403 )
+Added: ( 662,604,311 )
Purchases of portfolio investments
1 unchanged sentence
( 278,951,054 )
+Added: ( 926,351,937 )
Proceeds from sale of short-term investments
8 unchanged sentences
( 2,770,690 )
+Added: ( 2,224,325 )
(Increase)/decrease in due from investment adviser
+Added: ( 1,484,858 )
(Increase)/decrease in receivable for paydowns of investments
3 unchanged sentences
( 28,040,224 )
+Added: ( 61,528,210 )
Increase/(decrease) in management fees payable
8 unchanged sentences
( 28,500,000 )
+Added: ( 92,000,000 )
Payments of debt issuance costs
+Added: ( 1,812,482 )
Distributions paid in cash
1 unchanged sentence
( 18,829,187 )
+Added: ( 6,288,461 )
Proceeds from issuance of common shares, net of change in subscriptions receivable of $ -
1 unchanged sentence
( 19,077,288 )
+Added: ( 24,555,386 )
Net increase/(decrease) in cash and cash equivalents
11 unchanged sentences
As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
of Net Assets
−Removed: Debt Investments
Lien Senior Secured (2)
−Removed: AAdvantage Loyalty IP Ltd.
−Removed: 8.99 % (L + 4.75 %)
−Removed: AccentCare, Inc.
−Removed: Healthcare Providers and Services
−Removed: 8.73 % (L + 4.00 %)
−Removed: Acrisure, LLC (7)
−Removed: 7.88 % (L + 3.50 %)
−Removed: Acrisure, LLC (7)
−Removed: 8.63 % (L + 4.25 %)
−Removed: AI Aqua Merger Sub, Inc., (7)(8)
+Added: Holdings PLC (4)(6)
+Added: Restaurants and Leisure
+Added: (S + CSA + 5.25%)
+Added: Loyalty IP Ltd.
+Added: (S + CSA + 4.75%)
+Added: Providers and Services
+Added: (S + CSA + 4.00%)
+Added: Risk Management Group, Inc.
+Added: Risk Management Group, Inc.
+Added: (S + CSA + 6.00%)
+Added: Risk Management Group, Inc.
+Added: (S + CSA + 5.50%)
+Added: Risk Management Group, Inc.
+Added: (S + CSA + 5.50%)
+Added: Aqua Merger Sub, Inc., (6)(7)
Food Products
−Removed: 7.97 % (S + 3.75 %)
−Removed: Aimbridge Acquisition Co., Inc.
−Removed: Hotels, Restaurants and Leisure
−Removed: 8.13 % (L + 3.75 %)
−Removed: Alliant Holdings Intermediate LLC (7)
−Removed: 7.85 % (L + 3.50 %)
−Removed: Allied Universal Holdco LLC (7)
−Removed: Professional Services
+Added: Acquisition Co., Inc.
+Added: Restaurants and Leisure
(S + CSA + 3.75%)
−Removed: Amentum Government Services Holdings LLC (7)
−Removed: Aerospace and Defense
−Removed: 8.76 % (S + 4.00 %)
−Removed: American Rock Salt Company LLC (7)
−Removed: Metals and Mining
−Removed: 8.38 % (L + 4.00 %)
−Removed: Amynta Agency Borrower, Inc.
−Removed: 8.88 % (L + 4.50 %)
−Removed: AP Gaming I, LLC (4)(5)(7)
−Removed: Hotels, Restaurants and Leisure
+Added: Holdings Intermediate LLC (6)
+Added: Universal Holdco LLC (6)
(S + CSA + 3.75%)
−Removed: Aptean Inc (7)(8)
−Removed: 8.98 % (L + 4.25 %)
−Removed: AQA Acquisition Holding, Inc.
−Removed: 8.98 % (L + 4.25 %)
−Removed: ARC Falcon I Inc.
−Removed: 8.13 % (L + 3.75 %)
−Removed: Aruba Investments Holdings, LLC (7)
−Removed: 8.14 % (L + 4.00 %)
+Added: Government Services Holdings LLC (6)
+Added: Rock Salt Company LLC (6)
+Added: (S + CSA + 4.00%)
+Added: Agency Borrower, Inc.
+Added: Gaming I, LLC (4)(6)
+Added: Restaurants and Leisure
+Added: (S + CSA + 4.00%)
+Added: (S + CSA + 4.25%)
+Added: Acquisition Holding, Inc.
+Added: (S + CSA + 4.25%)
+Added: Falcon I Inc.
+Added: (S + CSA + 3.50%)
+Added: Financial Services
+Added: (S + CSA + 4.50%)
+Added: Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
Ascend Learning, LLC (6)
Professional Services
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.96% (S + CSA + 3.50%)
+Added: Aspire Bakeries Holdings, LLC (6)
+Added: Food Products
+Added: 9.61% (S + 4.25%)
AssuredPartners, Inc.
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
AssuredPartners, Inc.
5 unchanged sentences
Auto Components
−Removed: 8.79 % (L + 4.50 %)
+Added: 9.97% (S + CSA + 4.50%)
Aveanna Healthcare LLC (4)(6)
Healthcare Providers and Services
−Removed: 8.14 % (L + 3.75 %)
+Added: 9.24% (S + CSA + 3.75%)
Barracuda Networks, Inc.
9.88% (S + 4.50%)
−Removed: BBB Industries (8)
−Removed: Auto Components
−Removed: 9.67 % (S + CSA + 5.25 %)
−Removed: BCP Renaissance Parent LLC (7)
−Removed: Oil, Gas and Consumable Fuels
+Added: B’laster Holdings, LLC (7)
10.94% (S + 5.50%)
−Removed: Belfor Holdings, Inc.
−Removed: Commercial Services and Supplies
−Removed: 8.38 % (L + 3.75 %)
+Added: Boxer Parent Company, Inc.
+Added: 9.61% (S + 4.25%)
Castle US Holding Corporation (7)
Professional Services
−Removed: 8.38 % (L + 4.00 %)
+Added: 9.40% (S + CSA + 3.75%)
Castle US Holding Corporation (6)(7)
Professional Services
−Removed: 8.13 % (L + 3.75 %)
+Added: 9.65% (S + CSA + 4.00%)
CCI Buyer, Inc.
1 unchanged sentence
9.35% (S + 4.00%)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2022
−Removed: Portfolio Company (3)
−Removed: Interest Rate
−Removed: of Net Assets
CCS-CMGC Holdings, Inc.
Healthcare Providers and Services
−Removed: 9.91 % (L + 5.50 %)
+Added: 11.32% (S + CSA + 5.50%)
CDK Global (6)
4 unchanged sentences
Connectwise LLC (6)
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
Consolidated Communications, Inc.
Diversified Telecommunication Services
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
ConvergeOne Holdings Corp.
−Removed: 9.38 % (L + 5.00 %)
+Added: 12.50% (P + 4.00%)
Corelogic, Inc.
Internet Software and Services
−Removed: 7.94 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
CP Atlas Buyer, Inc (6)
Building Products
−Removed: 7.88 % (L + 3.50 %)
+Added: 9.21% (S + CSA + 3.75%)
+Added: CPM Holdings, Inc.
+Added: 9.84% (S + 4.50%)
Creation Technologies, Inc.
Electronic Equipment, Instruments and Components
−Removed: 9.25 % (L + 5.50 %)
+Added: 11.18% (S + CSA + 5.50%)
+Added: Crown Subsea Communications Holding, Inc.
+Added: Construction and Engineering
+Added: 10.71% (S + CSA + 5.25%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
Curia Global, Inc.
Healthcare Providers and Services
−Removed: 8.16 % (L + 3.75 %)
−Removed: Dave & Buster’s, Inc.
−Removed: Hotels, Restaurants and Leisure
9.23% (S + CSA + 3.75%)
−Removed: DCert Buyer, Inc.
−Removed: 8.70 % (S + 4.00 %)
Deerfield Dakota Holding, LLC (6)
3 unchanged sentences
9.12% (S + 3.75%)
−Removed: Digi International Inc.
−Removed: Technology Hardware, Storage and Peripherals
−Removed: 9.38 % (L + 5.00 %)
DIRECTV Financing, LLC (6)
−Removed: 9.38 % (L + 5.00 %)
+Added: 10.65% (S + CSA + 5.00%)
Dotdash Meredith, Inc.
2 unchanged sentences
Professional Services
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
ECI Software Solutions, Inc.
−Removed: 8.48 % (L + 3.75 %)
+Added: 9.36% (S + CSA + 3.75%)
ECL Entertainment, LLC (7)
Hotels, Restaurants and Leisure
−Removed: 11.88 % (L + 7.50 %)
+Added: 10.11% (S + 4.75%)
EFS Cogen Holdings I, LLC (6)(7)
Independent Power and Renewable Electricity Producers
−Removed: 8.23 % (L + 3.50 %)
+Added: 9.11% (S + 3.50%)
Endurance International Group, Inc., The (6)
Professional Services
−Removed: 7.72 % (L + 3.50 %)
−Removed: Ensemble RCM, LLC (7)
−Removed: Healthcare Technology
9.42% (S + CSA + 3.50%)
+Added: EnergySolutions, LLC (6)
+Added: Commercial Services and Supplies
+Added: 9.36% (S + 4.00%)
+Added: Enverus Holdings, Inc.
+Added: 10.86% (S + 5.50%)
+Added: EP Purchaser, LLC (6)
+Added: Professional Services
+Added: 10.11% (S + CSA + 4.50%)
+Added: EPIC Y-Grade Services, LP (6)
+Added: Energy Equipment and Services
+Added: 11.49% (S + CSA + 6.00%)
Fertitta Entertainment, LLC (6)
1 unchanged sentence
9.36% (S + 4.00%)
−Removed: Filtration Group Corporation (7)
+Added: Filtration Group Corp.
Industrial Conglomerates
−Removed: 7.88 % (L + 3.50 %)
+Added: 9.72% (S + CSA + 4.25%)
Flexera Software LLC (6)(7)
−Removed: 8.14 % (L + 3.75 %)
+Added: 9.22% (S + CSA + 3.75%)
+Added: Fugue Finance, LLC (4)(6)
+Added: Diversified Consumer Services
+Added: 9.39% (S + 4.00%)
+Added: Gainwell Acquisition Corp.
+Added: Healthcare Providers and Services
+Added: 9.45% (S + CSA + 4.00%)
+Added: Garda World Security Corporation (4)(6)
+Added: Diversified Consumer Services
+Added: 9.62% (S + 4.25%)
+Added: Generation Bridge Northeast, LLC (6)
+Added: Independent Power and Renewable Electricity Producers
+Added: 9.61% (S + 4.25%)
+Added: Genuine Financial Holdings LLC (4)(6)
+Added: Professional Services
+Added: 9.36% (S + 4.00%)
Palmer Square Capital BDC Inc.
1 unchanged sentence
As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
of Net Assets
−Removed: Garda World Security Corporation (4)(5)(7)
−Removed: Diversified Consumer Services
−Removed: 8.53 % (S + 4.25 %)
Getty Images, Inc.
−Removed: 8.94 % (L + 4.50 %)
−Removed: GIP III Stetson I, LP (7)
−Removed: Energy Equipment and Services
−Removed: 8.63 % (L + 4.25 %)
+Added: 9.95% (S + CSA + 4.50%)
Global Medical Response, Inc.
Healthcare Providers and Services
−Removed: 8.42 % (L + 4.25 %)
+Added: 9.93% (S + CSA + 4.25%)
+Added: Gloves Buyer, Inc.
+Added: 10.47% (S + CSA + 5.00%)
Grab Holdings Inc (4)(6)
−Removed: 8.89 % (L + 4.50 %)
+Added: 9.97% (S + CSA + 4.50%)
Great Outdoors Group, LLC (6)
Specialty Retail
−Removed: 8.13 % (L + 3.75 %)
+Added: 9.22% (S + CSA + 3.75%)
Grinding Media Inc.
Metals and Mining
−Removed: 7.93 % (L + 4.00 %)
+Added: 9.68% (S + CSA + 4.00%)
HAH Group Holding Company LLC (6)
6 unchanged sentences
Independent Power and Renewable Electricity Producers
−Removed: 8.17 % (L + 4.50 %)
+Added: 9.97% (S + CSA + 4.50%)
+Added: Helios Software Holdings, Inc.
+Added: Diversified Financial Services
+Added: 9.70% (S + CSA + 4.25%)
Help/Systems Holdings, Inc.
9.48% (S + CSA + 4.00%)
−Removed: Hyland Software, Inc.
−Removed: 7.88 % (L + 3.50 %)
−Removed: 7.5 % (L + 3.75 %)
+Added: HUB International Ltd.
+Added: 9.66% (S + 4.25%)
+Added: 9.28% (S + CSA + 3.75%)
IMA Financial Group, Inc.
−Removed: 7.88 % (L + 3.50 %)
−Removed: Ineos US Finance LLC (4)(5)(7)
9.22% (S + CSA + 3.75%)
+Added: Imagefirst Holdings, LLC (7)
+Added: Healthcare Providers and Services
+Added: 10.72% (S + CSA + 5.00%)
+Added: Indicor, LLC (6)
+Added: 9.35% (S + 4.00%)
+Added: Indy US Holdco, LLC (6)
+Added: 11.61% (S + 6.25%)
Infinite Bidco, LLC (6)
Electronic Equipment, Instruments and Components
−Removed: 7.98 % (L + 3.25 %)
+Added: 9.39% (S + CSA + 3.75%)
+Added: Infinite Bidco, LLC
+Added: Electronic Equipment, Instruments and Components
+Added: 11.88% (S + CSA + 6.25%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
Professional Services
−Removed: 8.47 % (L + 4.00 %)
+Added: 10.85% (S + 5.50%)
+Added: Invenergy Thermal Operating I LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 9.92% (S + CSA + 4.50%)
+Added: Invenergy Thermal Operating I LLC (7)
+Added: Independent Power and Renewable Electricity Producers
+Added: 9.92% (S + CSA + 4.50%)
+Added: iSolved, Inc.
+Added: 9.48% (S + 4.00%)
Ivanti Software, Inc.
−Removed: 8.73 % (L + 4.00 %)
+Added: 9.67% (S + CSA + 4.00%)
Ivanti Software, Inc.
−Removed: 9.01 % (L + 4.25 %)
+Added: 9.91% (S + CSA + 4.25%)
+Added: IVC Acquisition, Ltd.
+Added: Professional Services
+Added: 10.87% (S + 5.50%)
Jack Ohio Finance LLC (7)
Hotels, Restaurants and Leisure
−Removed: 9.13 % (L + 4.75 %)
+Added: 10.22% (S + CSA + 4.75%)
+Added: Jones DesLauriers Insurance Management Inc.
+Added: 9.62% (S + 4.25%)
Kestrel Acquisition, LLC (6)
Independent Power and Renewable Electricity Producers
−Removed: 8.64 % (L + 4.25 %)
+Added: 9.72% (S + CSA + 4.25%)
Kleopatra Finco S.a.r.l (4)(6)
3 unchanged sentences
Building Products
−Removed: 7.12 % (L + 3.75 %)
+Added: 9.21% (S + CSA + 3.75%)
Life Time, Inc.
Hotels, Restaurants and Leisure
−Removed: 9.48 % (L + 4.75 %)
+Added: 10.11% (S + CSA + 4.25%)
Lifescan Global Corporation (6)
Healthcare Equipment and Supplies
−Removed: 9.74 % (L + 6.00 %)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2022
−Removed: of Net Assets
−Removed: Holdco LLC (7)
−Removed: Independent Power and Renewable Electricity
+Added: 11.98% (S + CSA + 6.50%)
+Added: Lightstone Holdco LLC (6)
+Added: Independent Power and Renewable Electricity Producers
11.13% (S + 5.75%)
3 unchanged sentences
LogMeIn, Inc.
−Removed: 9.14 % (L + 4.75 %)
−Removed: LSF9 Atlantis Holdings, LLC (7)
−Removed: Specialty Retail
−Removed: 11.83 % (S + 7.25 %)
+Added: 10.28% (S + CSA + 4.75%)
Magenta Buyer LLC (6)
−Removed: 9.17 % (L + 4.75 %)
+Added: 10.64% (S + CSA + 5.00%)
Mariner Wealth Advisors, LLC (7)
1 unchanged sentence
9.70% (S + CSA + 4.25%)
−Removed: Maxar Technologies, Inc.
−Removed: Aerospace and Defense
+Added: Maverick 1, LLC
9.89% (S + CSA + 4.25%)
+Added: Max US Bidco Inc.
+Added: Food Products
+Added: 10.35% (S + 5.00%)
Medical Solutions L.L.C.
Healthcare Providers and Services
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.71% (S + CSA + 3.25%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
+Added: Mermaid Bidco, Inc.
+Added: 9.88% (S + 4.50%)
Michael Baker International, LLC (7)
Construction and Engineering
−Removed: 9.38 % (L + 5.00 %)
+Added: 10.47% (S + CSA + 5.00%)
Micro Holding Corp.
−Removed: 8.13 % (L + 3.75 %)
+Added: 9.61% (S + 4.25%)
Midwest Veterinary Partners, LLC (6)
Healthcare Providers and Services
−Removed: 8.38 % (L + 4.00 %)
−Removed: Milano Acquisition Corporation (5)(7)
−Removed: Healthcare Providers and Services
−Removed: 8.73 % (L + 4.00 %)
+Added: 9.47% (S + CSA + 4.00%)
Minotaur Acquisition, Inc.
3 unchanged sentences
Professional Services
−Removed: 8.41 % (L + 3.75 %)
+Added: 9.40% (S + CSA + 3.75%)
MLN US HoldCo LLC (6)
Diversified Telecommunication Services
−Removed: 8.25 % (L + 4.50 %)
−Removed: Moneygram International, Inc.
−Removed: Diversified Consumer Services
−Removed: 8.88 % (L + 4.50 %)
+Added: 9.97% (S + CSA + 4.50%)
+Added: Momentive Performance Materials USA, LLC (6)
+Added: 9.86% (S + 4.50%)
NAPA Management Services Corporation (6)
3 unchanged sentences
Healthcare Providers and Services
−Removed: 8.33 % (L + 3.75 %)
+Added: 9.20% (S + CSA + 3.75%)
National Mentor Holdings, Inc.
Healthcare Providers and Services
−Removed: 8.48 % (L + 3.75 %)
+Added: 9.20% (S + CSA + 3.75%)
Navicure, Inc.
Healthcare Technology
−Removed: 8.38 % (L + 4.00 %)
+Added: 9.47% (S + CSA + 4.00%)
+Added: Nexus Buyer LLC (6)
+Added: Diversified Financial Services
+Added: 9.86% (S + 4.50%)
NorthStar Group Services, Inc.
4 unchanged sentences
10.70% (S + CSA + 5.25%)
+Added: OMNIA Partners, LLC (6)
+Added: Professional Services
+Added: 9.63% (S + 4.25%)
OneDigital Borrower LLC (6)
4 unchanged sentences
Pharmaceuticals
−Removed: 8.49 % (L + 4.75 %)
−Removed: PECF USS Intermediate Holding III Corporation (8)
−Removed: Professional Services
−Removed: 8.63 % (L + 4.25 %)
−Removed: Peraton Corp.
−Removed: Aerospace and Defense
−Removed: 8.13 % (L + 3.75 %)
−Removed: PetVet Care Centers, LLC (7)
−Removed: Healthcare Providers and Services
−Removed: 7.88 % (L + 3.50 %)
10.43% (S + CSA + 4.75%)
2 unchanged sentences
As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
of Net Assets
−Removed: PQ Performance Chemicals (7)
−Removed: 7.39 % (L + 3.25 %)
+Added: Patriot Growth Insurance Services, LLC (7)(10)
+Added: 11.10% (S + 5.75%)
+Added: PECF USS Intermediate Holding III Corporation (7)
+Added: Professional Services
+Added: 9.89% (S + CSA + 4.25%)
+Added: Peraton Corp.
+Added: Aerospace and Defense
+Added: 9.21% (S + CSA + 3.75%)
+Added: 9.81% (S + CSA + 4.25%)
Prairie ECI Acquiror LP (6)
Oil, Gas and Consumable Fuels
−Removed: 9.13 % (L + 4.75 %)
+Added: 10.21% (S + CSA + 4.75%)
Pretium PKG Holdings, Inc.
Containers and Packaging
−Removed: 8.73 % (L + 4.00 %)
+Added: 10.39% (S + 5.00%) incl.
+Added: Pretium PKG Holdings, Inc.
+Added: Containers and Packaging
+Added: 9.99% (S + 4.60%) incl.
Project Alpha Intermediate Holding, Inc.
−Removed: 8.39 % (L + 4.00 %)
+Added: 10.11% (S + 4.75%)
Project Boost Purchaser, LLC (6)
Professional Services
−Removed: 7.88 % (L + 3.50 %)
−Removed: Proofpoint, Inc.
−Removed: 7.98 % (L + 3.25 %)
+Added: 8.97% (S + CSA + 3.50%)
+Added: Prometric Holdings, Inc.
+Added: Diversified Consumer Services
+Added: 10.72% (S + CSA + 5.25%)
PS Holdco, LLC (7)
Road and Rail
−Removed: 8.63 % (L + 4.25 %)
+Added: 9.72% (S + CSA + 4.25%)
PT Intermediate Holdings III, LLC (7)
−Removed: 10.23 % (L + 5.50 %)
+Added: 11.47% (S + CSA + 5.98%)
PT Intermediate Holdings III, LLC (7)
−Removed: 10.23 % (L + 5.50 %)
+Added: 11.47% (S + CSA + 5.98%)
PT Intermediate Holdings III, LLC (7)
−Removed: 10.23 % (L + 5.50 %)
−Removed: PT Intermediate Spider DD T/L (Parts Town) (8)
−Removed: 10.23 % (L + 5.50 %)
+Added: 11.47% (S + CSA + 5.98%)
+Added: PT Intermediate Holdings III, LLC (7)
+Added: 11.47% (S + CSA + 5.98%)
+Added: PT Intermediate Holdings III, LLC
+Added: 11.85% (S + 6.50%)
Quest Software US Holdings Inc.
2 unchanged sentences
Healthcare Providers and Services
−Removed: 8.64 % (L + 4.25 %)
+Added: 10.18% (S + CSA + 4.25%)
RC Buyer, Inc.
Auto Components
−Removed: 8.23 % (L + 3.50 %)
+Added: 8.89% (S + CSA + 3.25%)
RealPage, Inc.
Real Estate Management and Development
−Removed: 7.38 % (L + 3.00 %)
+Added: 8.47% (S + CSA + 3.00%)
+Added: RealTruck Group, Inc.
+Added: Auto Components
+Added: 10.47% (S + CSA + 5.00%)
+Added: RealTruck Group, Inc.
+Added: Auto Components
+Added: 8.97% (S + CSA + 3.50%)
Red Planet Borrower, LLC (6)
Internet Software and Services
−Removed: 8.13 % (L + 3.75 %)
+Added: 9.21% (S + CSA + 3.75%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
Redstone Holdco 2 LP (6)(7)
−Removed: 9.11 % (L + 4.75 %)
+Added: 10.22% (S + CSA + 4.75%)
Refresco (4)(6)
1 unchanged sentence
9.63% (S + 4.25%)
−Removed: Renaissance Holdings Corp.
+Added: Renaissance Holding Corp.
10.11% (S + 4.75%)
Rocket Software, Inc.
−Removed: 8.63 % (L + 4.25 %)
−Removed: Rocket Software, Inc.
−Removed: 8.63 % (L + 4.25 %)
−Removed: Rodan & Fields, LLC (7)
−Removed: Textiles, Apparel and Luxury Goods
−Removed: 8.32 % (L + 4.00 %)
+Added: 10.11% (S + 4.75%)
Rohm Holding GMBH (4)(6)(7)
−Removed: 8.37 % (L + 4.75 %)
−Removed: RSC Acquisition, Inc.
10.88% (S + CSA + 5.00%)
1 unchanged sentence
Household Durables
−Removed: 10.23 % (L + 5.50 %)
−Removed: Sabert Corporation (8)
−Removed: Containers and Packaging
−Removed: 8.94 % (L + 4.50 %)
+Added: 11.00% (S + CSA + 5.50%)
+Added: Ryan, LLC (7)
+Added: Professional Services
+Added: 9.86% (S + 4.50%)
Shearer’s Foods, LLC (6)
Food Products
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
+Added: Simon & Schuster, Inc.
9.39% (S + 4.00%)
+Added: 9.61% (S + 4.25%)
Sovos Compliance, LLC (7)
−Removed: 8.57 % (L + 4.50 %)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2022
−Removed: of Net Assets
−Removed: Specialty Building Products Holdings,
+Added: 9.97% (S + CSA + 4.50%)
+Added: Specialty Building Products Holdings, LLC (6)(7)
Building Products
−Removed: 7.64 % (L + 3.25 %)
+Added: 9.21% (S + CSA + 3.75%)
Summer BC Holdco B LLC (4)(7)
−Removed: 8.17 % (L + 4.50 %)
−Removed: Surgery Center Holdings, Inc.
−Removed: Healthcare Providers and Services
−Removed: 8.05 % (L + 3.75 %)
+Added: 10.11% (S + CSA + 4.50%)
+Added: Talen Energy Supply, LLC (4)(6)
+Added: Independent Power and Renewable Electricity Producers
+Added: 9.87% (S + 4.50%)
+Added: Talen Energy Supply, LLC (4)(6)
+Added: Independent Power and Renewable Electricity Producers
+Added: 9.87% (S + 4.50%)
+Added: Tank Holding Corp.
+Added: Containers and Packaging
+Added: 11.46% (S + CSA + 6.00%)
+Added: Tank Holding Corp.
+Added: Containers and Packaging
+Added: 11.21% (S + CSA + 5.75%)
+Added: Tank Holding Corp.
+Added: Containers and Packaging
+Added: 11.46% (S + CSA + 6.00%)
Tecta America Corp.
3 unchanged sentences
Diversified Financial Services
−Removed: 7.88 % (L + 3.50 %)
+Added: 8.97% (S + CSA + 3.50%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
Professional Services
−Removed: 12.88 % (L + 8.50 %)
−Removed: Tidal Power Holdings, LLC (4)(7)
−Removed: Independent Power and Renewable Electricity Producers
−Removed: 8.48 % (L + 3.75 %)
+Added: 13.97% (S + CSA + 8.50%)
Titan US Finco, LLC (4)(7)
−Removed: 7.67 % (L + 4.00 %)
+Added: 9.61% (S + CSA + 4.00%)
Tosca Services, LLC (6)
1 unchanged sentence
9.14% (S + CSA + 3.50%)
−Removed: Traverse Midstream Partners LLC (7)
−Removed: Oil, Gas and Consumable Fuels
−Removed: 8.95 % (S + CSA + 4.25 %)
−Removed: Truck Hero, Inc.
−Removed: Auto Components
−Removed: 8.13 % (L + 3.50 %)
−Removed: Renal Care, Inc.
−Removed: Healthcare Providers and Services
−Removed: 9.44 % (L + 5.00 %)
+Added: Transnetwork, LLC (7)
+Added: Diversified Financial Services
+Added: 10.85% (S + 5.50%)
Renal Care, Inc.
Healthcare Providers and Services
−Removed: 9.94 % (L + 5.50 %)
−Removed: Silica Company (4)(7)
−Removed: Metals and Mining
−Removed: 8.44 % (L + 4.00 %)
−Removed: 8.13 % (L + 3.75 %)
−Removed: United Airlines, Inc.
−Removed: 8.11 % (L + 3.75 %)
+Added: 10.47% (S + CSA + 5.00%)
+Added: 9.99% (S + CSA + 4.50%)
US Radiology Specialists, Inc.
Healthcare Providers and Services
−Removed: 8.94 % (L + 5.25 %)
10.75% (S + CSA + 5.25%)
+Added: 9.98% (S + CSA + 4.50%)
VeriFone Systems, Inc.
Commercial Services and Supplies
−Removed: 8.36 % (L + 4.00 %)
+Added: 9.64% (S + 4.00%)
Verscend Holding Corp.
Healthcare Technology
−Removed: 8.38 % (L + 4.00 %)
+Added: 9.47% (S + CSA + 4.00%)
Vision Solutions, Inc.
−Removed: 8.36 % (L + 4.00 %)
+Added: 9.64% (S + CSA + 4.00%)
+Added: Vocus Group DD T/L (4)(6)
+Added: Diversified Telecommunication Services
+Added: 9.14% (S + CSA + 3.50%)
+Added: WarHorse Gaming, LLC
+Added: Hotels, Restaurants and Leisure
+Added: 14.74% (S + CSA + 9.25%)
WaterBridge Midstream Operating, LLC (6)
Energy Equipment and Services
−Removed: 9.13 % (L + 5.75 %)
+Added: 11.39% (S + CSA + 5.75%)
Watlow Electric Manufacturing Company (6)
1 unchanged sentence
9.40% (S + CSA + 3.75%)
−Removed: Wencor Group (7)
−Removed: Aerospace and Defense
−Removed: 8.42 % (S + CSA + 4.25 %)
White Cap Buyer LLC (6)
3 unchanged sentences
Building Products
−Removed: 7.98 % (L + 3.25 %)
−Removed: Zelis Cost Management Buyer,
−Removed: Healthcare Technology
−Removed: 7.88 % (L + 3.50 %)
−Removed: Lien Senior Secured
+Added: 8.70% (S + CSA + 3.25%)
+Added: Total First Lien Senior Secured
$ 984,089,538
3 unchanged sentences
As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
of Net Assets
−Removed: Lien Senior Secured (2)
+Added: Second Lien Senior Secured (2)
American Rock Salt Company LLC
Metals and Mining
−Removed: 11.63 % (L + 7.25 %)
+Added: 12.72% (S + CSA + 7.25%)
ARC Falcon I Inc.
−Removed: 11.38 % (L + 7.00 %)
+Added: 12.46% (S + CSA + 7.00%)
Artera Services, LLC (6)
Construction and Engineering
−Removed: 11.98 % (L + 7.25 %)
+Added: 12.70% (S + CSA + 7.25%)
Aruba Investments, Inc.
−Removed: 12.14 % (L + 7.75 %)
+Added: 13.21% (S + CSA + 7.75%)
Asurion, LLC (6)
−Removed: 9.63 % (L + 5.25 %)
+Added: 10.72% (S + CSA + 5.25%)
Barracuda Networks, Inc.
1 unchanged sentence
DCert Buyer, Inc.
−Removed: 11.7 % (L + 7.00 %)
+Added: 12.36% (S + 7.00%)
Delta Topco, Inc.
2 unchanged sentences
Electrical Equipment
−Removed: 12.88 % (L + 8.50 %)
−Removed: Epicor Software Corporation (7)
−Removed: 12.13 % (L + 7.75 %)
+Added: 13.96% (S + CSA + 8.50%)
+Added: Gainwell Acquisition Corp.
+Added: Healthcare Providers and Services
+Added: 13.52% (S + CSA + 8.00%)
Help/Systems Holdings, Inc.
12.35% (S + CSA + 6.75%)
−Removed: 10.5 % (L + 6.75 %)
+Added: 12.28% (S + CSA + 6.75%)
Infinite Bidco, LLC (6)
Electronic Equipment, Instruments and Components
−Removed: 11.73 % (L + 7.00 %)
−Removed: Professional Services
−Removed: 12.38 % (L + 8.00 %)
+Added: 12.64% (S + CSA + 7.00%)
Ivanti Software, Inc.
−Removed: 12.01 % (L + 7.25 %)
+Added: 12.91% (S + CSA + 7.25%)
Magenta Buyer LLC
−Removed: 12.67 % (L + 8.25 %)
+Added: 13.89% (S + CSA + 8.25%)
Paradigm Outcomes
1 unchanged sentence
13.04% (S + CSA + 7.50%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
Peraton Corp.
Aerospace and Defense
−Removed: 12.09 % (L + 7.75 %)
+Added: 13.22% (S + CSA + 7.75%)
Pretium PKG Holdings, Inc.
Containers and Packaging
−Removed: 11.54 % (L + 6.75 %)
+Added: 12.21% (S + CSA + 6.75%)
Quest Software US Holdings Inc.
−Removed: 11.59 % (S + 7.50 %)
+Added: 13.03% (S + CSA + 7.50%)
Vision Solutions, Inc.
−Removed: 11.61 % (L + 7.25 %)
−Removed: Lien Senior Secured
+Added: 12.89% (S + CSA + 7.25%)
+Added: Total Second Lien Senior Secured
Corporate Bonds
−Removed: KOBE US Midco 2
−Removed: Total Corporate
+Added: Altice Financing S.A.
+Added: Diversified Telecommunication Services
+Added: KOBE US Midco 2 Inc
+Added: Total Corporate Bonds
+Added: Total Debt Investments
$ 1,068,784,821
1 unchanged sentence
$ 1,012,329,819
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2022
−Removed: of Net Assets
−Removed: Mezzanine (2)
+Added: CLO Mezzanine (2)
522 Funding CLO 2020-6, Ltd.
Structured Note
−Removed: 12.36 % (L + 8.04 %)
−Removed: Barings CLO 2013-IA Class FR (4)
−Removed: Structured Note
−Removed: 10.99 % (L + 6.75 %)
+Added: 13.71% (S + CSA + 8.04%)
Carlyle US CLO 2020-2, Ltd (4)
Structured Note
−Removed: 12.89 % (L + 8.53 %)
+Added: 14.17% (S + CSA + 8.53%)
Elmwood CLO III Ltd.
Structured Note
−Removed: 11.98 % (L + 7.74 %)
+Added: 13.42% (S + CSA + 7.74%)
+Added: Palmer Square Capital BDC Inc.
+Added: Consolidated Schedule of Investments
+Added: As of December 31, 2023
+Added: Portfolio Company (3)
+Added: Interest Rate
+Added: of Net Assets
GoldenTree Loan Management US 2020-7A (4)
Structured Note
−Removed: 11.99 % (L + 7.75 %)
+Added: 13.43% (S + CSA + 7.75%)
GoldenTree Loan Management US 2021-10A (4)
Structured Note
−Removed: 12.03 % (L + 7.79 %)
+Added: 13.47% (S + CSA + 7.79%)
GoldenTree Loan Management US 2021-9A (4)
Structured Note
−Removed: 10.99 % (L + 6.75 %)
−Removed: Magnetite CLO, Ltd.
−Removed: Structured Note
−Removed: 10.69 % (L + 6.50 %)
+Added: 12.43% (S + CSA + 6.75%)
Thayer Park CLO, Ltd.
Structured Note
−Removed: 13.11 % (L + 8.87 %)
+Added: 14.55% (S + CSA + 8.87%)
+Added: Total CLO Mezzanine
Ares CLO Ltd 2021-62A (4)
14 unchanged sentences
Structured Subordinated Note
+Added: Total CLO Equity
+Added: Total Equity and Other Investments
Palmer Square Capital BDC Inc.
11 unchanged sentences
$ 461,955,393
−Removed: (1) The amortized cost represents the original cost adjusted for
−Removed: the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
−Removed: (2) Loan contains a variable rate structure, subject to an interest
−Removed: Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate
−Removed: (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), SOFR + Credit Spread Adjustment (S+CSA),
−Removed: where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, or an alternate
−Removed: base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically
−Removed: based on the terms of the loan agreement.
−Removed: For the holdings as of December 31, 2022 that have S+CSA as the base rate, the CSA is 10bp
−Removed: for 1M SOFR, 15bp for 3M SOFR, and 25bp for 6M SOFR.
−Removed: For the avoidance of doubt, loan floors apply to S+CSA, not S.
−Removed: (3) As of December 31, 2022, all investments are non-controlled,
−Removed: non-affiliated investments.
−Removed: Non-controlled, non-affiliated investments are defined as investments in which the Company owns less
−Removed: than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management
−Removed: or policies of such portfolio company.
−Removed: (4) Non-qualifying investment as defined by Section 55(a) of the
−Removed: Investment Company Act of 1940.
−Removed: The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets
−Removed: represent at least 70% of the Company’s total assets.
−Removed: As of December 31, 2022, 14.9% of the Company’s total assets were in non-qualifying
−Removed: (5) Investments or a portion of investments are unsettled as of
−Removed: December 31, 2022.
−Removed: (6) As of December 31, 2022, the tax cost of the Company’s investments
−Removed: approximates their amortized cost.
−Removed: (7) Security or portion thereof held within Palmer Square BDC Funding
−Removed: I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility
−Removed: with Bank of America, N.A.
+Added: (1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments
+Added: using the effective interest method.
+Added: (2) Loan contains a variable rate structure, subject to an interest rate
+Added: Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR”
+Added: or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Financing Rate (“SOFR”
+Added: or “S”), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount
+Added: based on the tenor of SOFR the borrower selects, the Euro Interbank Offered Rate (“Euribor” or “E”), the U.S.
+Added: Rate (“P”), or an alternate base rate (which can include the Federal Funds Effective Rate), at the borrower’s option,
+Added: and which reset periodically based on the terms of the loan agreement.
+Added: For the holdings as of December 31, 2023 that have S+CSA as the
+Added: base rate, the credit spread adjustment ranges from 10bps to 42.8bps.
+Added: (3) As of December 31, 2023, all investments are non-controlled, non-affiliated investments.
+Added: Non-controlled, non-affiliated investments
+Added: are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and
+Added: does not have the power to exercise control over the management or policies of such portfolio company.
+Added: (4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940.
+Added: The Company may not acquire any non-qualifying
+Added: asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets.
+Added: As of December 31,
+Added: 2023, 13.2% of the Company’s total assets were in non-qualifying investments.
+Added: (5) As of December 31, 2023, the tax cost of the Company’s investments approximates their amortized cost.
+Added: (6) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting
+Added: 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).
−Removed: (8) Security or portion thereof held within Palmer Square BDC Funding
−Removed: II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility
−Removed: with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
+Added: (7) Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral
+Added: supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see
+Added: Note 6 to the consolidated financial statements).
(8) 7-day effective yield as of December 31, 2023.
−Removed: The accompanying notes are
−Removed: an integral part of these consolidated financial statements.
+Added: (9) Of the $2,625,000 commitment to Accession Risk Management Group, Inc., $2,457,857.14 was unfunded as of December 31, 2023.
+Added: (10) Of the $5,000,000 commitment to Patriot Growth Insurance Services, LLC, $4,650,000 was unfunded as of December 31, 2023.
+Added: (11) Of the $899,242.50 commitment to Tank Holding Corp., $597,000 was unfunded as of December 31, 2023.
+Added: The accompanying notes are an integral part of these consolidated financial statements.
Palmer Square Capital BDC Inc.
2 unchanged sentences
Portfolio Company (3)
−Removed: Lien Senior Secured (2)
−Removed: Loyalty IP Ltd.
−Removed: 5.50 % (L + 4.75 %)
−Removed: Providers and Services
−Removed: 4.18 % (L + 4.00 %)
−Removed: 3.63 % (L + 3.50 %)
−Removed: 4.75 % (L + 4.25 %)
−Removed: Health Partners, Inc.
−Removed: Equipment and Supplies
−Removed: 4.00 % (L + 3.50 %)
−Removed: Aqua Merger Sub, Inc., (5)(7)(8)
−Removed: 4.50 % (L + 4.00 %)
−Removed: Acquisition Co., Inc.
−Removed: Restaurants and Leisure
−Removed: 3.84 % (L + 3.75 %)
−Removed: Methods Corporation (7)
+Added: Interest Rate
+Added: of Net Assets
+Added: Debt Investments
+Added: First Lien Senior Secured (2)
+Added: AAdvantage Loyalty
8.99% (L + 4.75%)
−Removed: Holdings Intermediate LLC (7)
+Added: AccentCare, Inc.
+Added: Healthcare Providers and Services
8.73% (L + 4.00%)
−Removed: Universal Holdco LLC (7)
+Added: Acrisure, LLC (7)
7.88% (L + 3.50%)
−Removed: Mountain Company (7)
−Removed: Restaurants and Leisure
+Added: Acrisure, LLC (7)
8.63% (L + 4.25%)
−Removed: Government Services Holdings LLC (7)
+Added: AI Aqua Merger Sub, Inc., (7)(8)
+Added: Food Products
+Added: 7.97% (S + 3.75%)
+Added: Aimbridge Acquisition Co.,
+Added: Hotels, Restaurants and Leisure
8.13% (L + 3.75%)
−Removed: Government Services Holdings LLC (7)
+Added: Alliant Holdings Intermediate
7.85% (L + 3.50%)
−Removed: Airlines, Inc.
+Added: Allied Universal Holdco LLC
+Added: Professional Services
+Added: 8.17% (S + CSA + 3.75%)
+Added: Amentum Government Services
+Added: Holdings LLC (7)
+Added: Aerospace and Defense
+Added: 8.76% (S + 4.00%)
+Added: American Rock Salt Company
+Added: Metals and Mining
8.38% (L + 4.00%)
−Removed: Airlines, Inc.
+Added: Amynta Agency Borrower, Inc.
8.88% (L + 4.50%)
−Removed: Rock Salt Company LLC (7)
+Added: AP Gaming I, LLC (4)(5)(7)
+Added: Hotels, Restaurants and Leisure
+Added: 8.73% (S + CSA + 4.00%)
+Added: Aptean Inc (7)(8)
8.98% (L + 4.25%)
−Removed: Agency Borrower, Inc.
+Added: AQA Acquisition Holding, Inc.
8.98% (L + 4.25%)
−Removed: Gaming I, LLC (7)
−Removed: Restaurants and Leisure
+Added: ARC Falcon I Inc.
8.13% (L + 3.75%)
−Removed: Corporation (4)(7)
+Added: Aruba Investments Holdings,
8.14% (L + 4.00%)
−Removed: Inc (5)(7)(8)
+Added: Ascend Learning, LLC (7)
+Added: Professional Services
7.88% (L + 3.50%)
−Removed: Acquisition Holding, Inc.
+Added: AssuredPartners, Inc.
7.88% (L + 3.50%)
−Removed: Falcon I Inc.
+Added: AssuredPartners, Inc.
+Added: 7.82% (S + 3.50%)
+Added: Athletico Management, LLC (7)
+Added: Healthcare Providers and Services
+Added: 8.98% (S + CSA + 4.25%)
+Added: Autokiniton US Holdings, Inc.
+Added: Auto Components
8.79% (L + 4.50%)
+Added: Aveanna Healthcare LLC (4)(5)(7)
+Added: Healthcare Providers and Services
8.14% (L + 3.75%)
−Removed: International PTY Ltd (4)(5)(7)(8)
−Removed: Restaurants and Leisure
+Added: Barracuda Networks, Inc.
+Added: 8.59% (S + 4.50%)
+Added: BBB Industries (8)
+Added: Auto Components
+Added: 9.67% (S + CSA + 5.25%)
+Added: BCP Renaissance Parent LLC
+Added: Oil, Gas and Consumable Fuels
+Added: 7.82% (S + 3.50%)
+Added: Belfor Holdings, Inc.
+Added: Commercial Services and Supplies
8.38% (L + 3.75%)
−Removed: Investments Holdings, LLC (7)
+Added: Castle US Holding Corporation
+Added: Professional Services
8.38% (L + 4.00%)
−Removed: Learning, LLC (5)(7)
+Added: Castle US Holding Corporation
+Added: Professional Services
8.13% (L + 3.75%)
+Added: CCI Buyer, Inc.
+Added: Wireless Telecommunication Services
+Added: 8.58% (S + 4.00%)
Palmer Square Capital BDC Inc.
2 unchanged sentences
Portfolio Company (3)
−Removed: AssuredPartners,
−Removed: 4.00 % (L + 3.50 %)
−Removed: Athenahealth,
−Removed: Equipment and Supplies
−Removed: 4.40 % (L + 4.25 %)
−Removed: US Holdings, Inc.
−Removed: 5.00 % (L + 4.50 %)
−Removed: Telecommunication Services
−Removed: 4.11 % (L + 4.00 %)
−Removed: Telecommunication Services
−Removed: 4.36 % (L + 4.25 %)
−Removed: Healthcare LLC (4)(7)
−Removed: Providers and Services
−Removed: 4.25 % (L + 3.75 %)
−Removed: 3.63 % (L + 3.50 %)
−Removed: Networks, Inc.
−Removed: 4.50 % (L + 3.75 %)
−Removed: Raptor, LLC (5)(7)
−Removed: Gas and Consumable Fuels
−Removed: 5.25 % (L + 4.25 %)
−Removed: Renaissance Parent L.L.C.
−Removed: Gas and Consumable Fuels
−Removed: 4.50 % (L + 3.50 %)
−Removed: Holdings Inc.
−Removed: Services and Supplies
−Removed: 3.85 % (L + 3.75 %)
−Removed: Parent Company, Inc.
−Removed: 3.88 % (L + 3.75 %)
−Removed: Resort Collection, LLC (4)(7)
−Removed: Restaurants and Leisure
−Removed: 3.60 % (L + 3.50 %)
−Removed: US Holding Corporation (8)
−Removed: 3.88 % (L + 3.75 %)
−Removed: US Holding Corporation (8)
−Removed: 4.75 % (L + 4.00 %)
−Removed: Telecommunication Services
−Removed: 4.50 % (L + 3.75 %)
−Removed: Holdings, Inc.
−Removed: Providers and Services
−Removed: 5.63 % (L + 5.50 %)
−Removed: Healthcare Services, Inc (7)
−Removed: Providers and Services
−Removed: 4.00 % (L + 3.50 %)
−Removed: 4.00 % (L + 3.50 %)
−Removed: Communications, Inc.
−Removed: Telecommunication Services
−Removed: 4.25 % (L + 3.50 %)
−Removed: Holdings Corp.
−Removed: 5.10 % (L + 5.00 %)
−Removed: Software and Services
+Added: Interest Rate
+Added: of Net Assets
+Added: CCS-CMGC Holdings, Inc.
+Added: Healthcare Providers and Services
9.91% (L + 5.50%)
−Removed: Atlas Buyer, Inc (7)
+Added: CDK Global (7)
+Added: 9.08% (S + 4.50%)
+Added: Congruex Group LLC (8)
+Added: Construction and Engineering
+Added: 9.99% (S + CSA + 5.75%)
+Added: Connectwise LLC (7)
7.88% (L + 3.50%)
−Removed: Technologies, Inc.
−Removed: Equipment, Instruments and Components
+Added: Consolidated Communications, Inc.
+Added: Diversified Telecommunication Services
7.88% (L + 3.50%)
−Removed: Providers and Services
+Added: ConvergeOne Holdings Corp.
9.38% (L + 5.00%)
+Added: Corelogic, Inc.
+Added: Internet Software and Services
7.94% (L + 3.50%)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
−Removed: Dakota Holding, LLC (7)
−Removed: Diversified Financial
+Added: CP Atlas Buyer, Inc (7)
+Added: Building Products
7.88% (L + 3.50%)
−Removed: US Holdings, Inc.
−Removed: Oil, Gas and Consumable Fuels
+Added: Creation Technologies, Inc.
+Added: Electronic Equipment, Instruments and Components
9.25% (L + 5.50%)
+Added: Curia Global, Inc.
+Added: Healthcare Providers and Services
8.16% (L + 3.75%)
−Removed: International Inc.
−Removed: Technology Hardware, Storage
−Removed: and Peripherals
+Added: Dave & Buster’s, Inc.
+Added: Hotels, Restaurants and Leisure
+Added: 9.44% (S + CSA + 5.00%)
+Added: DCert Buyer, Inc.
+Added: 8.70% (S + 4.00%)
+Added: Deerfield Dakota Holding, LLC (7)
+Added: Diversified Financial Services
+Added: 8.07% (S + 3.75%)
+Added: Delta Topco, Inc.
+Added: 8.15% (S + 3.75%)
+Added: Digi International Inc.
+Added: Technology Hardware, Storage and Peripherals
9.38% (L + 5.00%)
−Removed: Financing, LLC (7)
+Added: DIRECTV Financing, LLC (7)
9.38% (L + 5.00%)
−Removed: Meredith, Inc.
−Removed: 4.50 % (C + SCA + 4.00 %)
+Added: Dotdash Meredith, Inc.
+Added: 8.22% (S + CSA + 4.00%)
+Added: EAB Global, Inc.
Professional Services
7.88% (L + 3.50%)
−Removed: Software Solutions, Inc.
+Added: ECI Software Solutions, Inc.
8.48% (L + 3.75%)
−Removed: Entertainment, LLC (8)
+Added: ECL Entertainment, LLC (8)
Hotels, Restaurants and Leisure
11.88% (L + 7.50%)
−Removed: Cogen Holdings I LLC (5)(7)(8)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
+Added: EFS Cogen Holdings I, LLC (7)(8)
+Added: Independent Power and Renewable Electricity Producers
8.23% (L + 3.50%)
−Removed: International Group, Inc.
+Added: Endurance International Group, Inc., The (7)
Professional Services
7.72% (L + 3.50%)
+Added: Ensemble RCM, LLC (7)
Healthcare Technology
−Removed: 3.88 % (L + 3.75 %)
−Removed: Development Authority (8)
+Added: 7.94% (S + CSA + 3.75%)
+Added: Fertitta Entertainment, LLC (7)
Hotels, Restaurants and Leisure
−Removed: 5.00 % (L + 4.25 %)
−Removed: Software Corporation (7)
−Removed: 4.00 % (L + 3.25 %)
−Removed: Technologies Corp.
−Removed: Industrial Conglomerates
−Removed: 4.50 % (L + 3.50 %)
−Removed: Group Corporation (7)
+Added: 8.32% (S + 4.00%)
+Added: Filtration Group Corporation (7)
Industrial Conglomerates
7.88% (L + 3.50%)
−Removed: Software LLC (7)(8)
−Removed: 4.50 % (L + 3.75 %)
−Removed: Bridge Acquisition, LLC (5)(8)
−Removed: Electric Utilities
−Removed: 5.75 % (L + 5.00 %)
−Removed: Bridge Acquisition, LLC (5)(8)
−Removed: Electric Utilities
−Removed: 5.75 % (L + 5.00 %)
−Removed: 4.63 % (L + 4.50 %)
−Removed: Environmental Inc.
−Removed: Commercial Services and Supplies
+Added: Flexera Software LLC (7)(8)
8.14% (L + 3.75%)
+Added: Square Capital BDC Inc.
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
+Added: World Security Corporation (4)(5)(7)
+Added: Consumer Services
+Added: III Stetson I, LP (7)
+Added: Equipment and Services
Medical Response, Inc.
−Removed: Healthcare Providers and Services
−Removed: 5.25 % (L + 4.25 %)
+Added: Providers and Services
Holdings Inc (4)(7)
−Removed: 5.50 % (L + 4.50 %)
Outdoors Group, LLC (7)
−Removed: Specialty Retail
−Removed: 4.50 % (L + 3.75 %)
−Removed: Metals and Mining
−Removed: 4.75 % (L + 4.00 %)
Group Holding Company LLC (5)(7)
−Removed: Healthcare Providers and Services
−Removed: 6.00 % (L + 5.00 %)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
+Added: Providers and Services
+Added: (S + CSA + 5.00%)
Group Holding Company LLC (5)(7)
−Removed: Healthcare Providers
−Removed: 6.00 % (L + 5.00 %)
+Added: Providers and Services
+Added: (S + CSA + 5.00%)
Projects Acquiror, LLC (7)(8)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
−Removed: 5.50 % (L + 4.50 %)
−Removed: Freight Tools USA, Inc.
−Removed: Specialty Retail
−Removed: 3.25 % (L + 2.75 %)
+Added: Power and Renewable Electricity Producers
Holdings, Inc.
−Removed: 4.75 % (L + 4.00 %)
−Removed: International Limited (7)
−Removed: 4.00 % (L + 3.25 %)
+Added: (S + CSA + 4.00%)
Software, Inc.
−Removed: 4.25 % (L + 3.50 %)
−Removed: Refinance S.a.r.l.
−Removed: 4.00 % (L + 3.25 %)
−Removed: 4.50 % (L + 3.75 %)
Financial Group, Inc.
−Removed: 4.25 % (L + 3.75 %)
+Added: US Finance LLC (4)(5)(7)
+Added: (S + CSA + 3.75%)
Bidco LLC (7)
−Removed: Electronic Equipment, Instruments
−Removed: and Components
−Removed: 4.25 % (L + 3.75 %)
−Removed: Professional Services
−Removed: 5.00 % (L + 4.00 %)
−Removed: Holding Corporation (7)
−Removed: Hotels, Restaurants and Leisure
−Removed: 4.25 % (L + 3.25 %)
+Added: Equipment, Instruments and Components
Software, Inc.
−Removed: 4.75 % (L + 4.00 %)
Software, Inc.
−Removed: 5.00 % (L + 4.25 %)
Ohio Finance LLC (8)
−Removed: Hotels, Restaurants and Leisure
−Removed: 5.50 % (L + 4.75 %)
+Added: Restaurants and Leisure
Acquisition, LLC (7)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
−Removed: 5.25 % (L + 4.25 %)
+Added: Power and Renewable Electricity Producers
Finco S.a.r.l (4)(7)
−Removed: Containers and Packaging
−Removed: 5.25 % (L + 4.75 %)
−Removed: Finance Acquisition Co
−Removed: Hotels, Restaurants and Leisure
−Removed: 13.00 % (L + 12.00 %)
+Added: and Packaging
+Added: (S + CSA + 4.75%)
Acquisition LLC (7)(8)
−Removed: Building Products
−Removed: 4.50 % (L + 3.75 %)
−Removed: Hotels, Restaurants and Leisure
−Removed: 5.75 % (L + 4.75 %)
+Added: Restaurants and Leisure
Global Corporation (7)
−Removed: Healthcare Equipment and Supplies
−Removed: 6.13 % (L + 6.00 %)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
−Removed: 4.75 % (L + 3.75 %)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
−Removed: 4.75 % (L + 3.75 %)
−Removed: Gate Capital Holdings LLC (4)(7)
−Removed: 2.35 % (L + 2.25 %)
−Removed: 4.86 % (L + 4.75 %)
−Removed: Energy Group II Borrower, LLC (7)
−Removed: Oil, Gas and Consumable Fuels
−Removed: 5.00 % (L + 4.25 %)
+Added: Equipment and Supplies
Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
+Added: Holdco LLC (7)
+Added: Power and Renewable Electricity Producers
+Added: Holdco LLC (7)
+Added: Power and Renewable Electricity Producers
+Added: Atlantis Holdings, LLC (7)
Buyer LLC (7)
−Removed: 5.75 % (L + 5.00 %)
−Removed: 3.84 % (L + 3.75 %)
+Added: Wealth Advisors, LLC (5)(8)
+Added: Financial Services
+Added: (S + CSA + 4.25%)
+Added: Technologies, Inc.
+Added: (S + CSA + 4.25%)
Solutions L.L.C.
Providers and Services
−Removed: 4.00 % (L + 3.50 %)
−Removed: Systems Holdings, LLC (7)(8)
−Removed: Telecommunication Services
−Removed: 4.50 % (L + 3.75 %)
Baker International, LLC (8)
and Engineering
−Removed: 5.75 % (L + 5.00 %)
Holding Corp.
−Removed: 4.75 % (L + 3.75 %)
Veterinary Partners, LLC (7)
Providers and Services
−Removed: 4.75 % (L + 4.00 %)
Acquisition Corporation (5)(7)
Providers and Services
−Removed: 4.75 % (L + 4.00 %)
Acquisition, Inc.
Financial Services
−Removed: 4.84 % (L + 4.75 %)
+Added: (S + CSA + 5.00%)
International, Inc.
−Removed: 4.25 % (L + 3.75 %)
US HoldCo LLC (7)
Telecommunication Services
−Removed: 4.60 % (L + 4.50 %)
International, Inc.
Consumer Services
−Removed: 5.00 % (L + 4.50 %)
−Removed: Mentor Holdings, Inc.
+Added: Management Services Corporation (7)
Providers and Services
−Removed: 4.50 % (L + 3.75 %)
+Added: (S + CSA + 5.25%)
Mentor Holdings, Inc.
Providers and Services
−Removed: 4.50 % (L + 3.75 %)
−Removed: 4.10 % (L + 4.00 %)
−Removed: Buyer LLC (7)
−Removed: 3.85 % (L + 3.75 %)
−Removed: Holdings, Inc.
+Added: Mentor Holdings, Inc.
Providers and Services
−Removed: 6.00 % (L + 5.00 %)
Group Services, Inc.
Services and Supplies
−Removed: 6.50 % (L + 5.50 %)
+Added: (S + CSA + 5.50%)
Top Holdings Corp.
Equipment and Supplies
−Removed: 5.35 % (L + 5.25 %)
+Added: (S + CSA + 5.25%)
Borrower LLC (7)
−Removed: 4.75 % (C + SCA + 4.25 %)
+Added: (S + CSA + 4.25%)
Merger Sub II, LLC (4)(7)
−Removed: 5.25 % (L + 4.75 %)
−Removed: Clean Energy, LLC (7)
−Removed: Power and Renewable Electricity Producers
−Removed: 4.75 % (L + 3.75 %)
−Removed: Evergreen Group Holdings Inc.
−Removed: and Packaging
−Removed: 4.00 % (L + 3.50 %)
+Added: (S + CSA + 4.75%)
Pharmaceuticals
−Removed: 5.25 % (L + 4.75 %)
−Removed: Vet Alliance LLC (7)
−Removed: Providers and Services
−Removed: 3.85 % (L + 3.75 %)
USS Intermediate Holding III Corporation (8)
−Removed: 4.75 % (L + 4.25 %)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
−Removed: 4.50 % (L + 3.75 %)
Care Centers, LLC (7)
−Removed: Healthcare Providers and Services
−Removed: 4.25 % (L + 3.50 %)
−Removed: Guarantor Inc.
−Removed: Healthcare Providers and Services
−Removed: 3.60 % (L + 3.50 %)
−Removed: Road and Rail
−Removed: 3.75 % (L + 3.00 %)
+Added: Providers and Services
+Added: (S + CSA + 4.25%)
+Added: Square Capital BDC Inc.
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
Performance Chemicals (7)
−Removed: 4.25 % (L + 3.50 %)
ECI Acquiror LP (7)
−Removed: Oil, Gas and Consumable Fuels
−Removed: 4.85 % (L + 4.75 %)
−Removed: Holdings, Inc.
−Removed: Professional Services
−Removed: 3.61 % (L + 3.50 %)
+Added: Gas and Consumable Fuels
PKG Holdings, Inc.
−Removed: Containers and Packaging
−Removed: 4.50 % (L + 4.00 %)
−Removed: Security Services Borrower, LLC (4)(7)
−Removed: Diversified Consumer Services
−Removed: 3.50 % (L + 2.75 %)
+Added: and Packaging
Alpha Intermediate Holding, Inc.
−Removed: 4.11 % (L + 4.00 %)
Boost Purchaser, LLC (7)
−Removed: Professional Services
−Removed: 4.00 % (L + 3.50 %)
−Removed: 3.75 % (L + 3.25 %)
Holdco, LLC (8)
−Removed: Road and Rail
−Removed: 5.00 % (L + 4.25 %)
Intermediate Holdings III LLC (8)
−Removed: 6.25 % (L + 5.50 %)
Intermediate Holdings III LLC (8)
−Removed: 6.25 % (L + 5.50 %)
+Added: Intermediate Holdings III LLC (8)
+Added: Intermediate Spider DD T/L (Parts Town) (8)
Software US Holdings Inc.
−Removed: 4.38 % (L + 4.25 %)
−Removed: Holdco, LLC (7)
−Removed: 4.00 % (L + 3.25 %)
+Added: (S + CSA + 4.25%)
Partners, Inc.
−Removed: Healthcare Providers and Services
−Removed: 4.35 % (L + 4.25 %)
−Removed: Auto Components
−Removed: 4.25 % (L + 3.50 %)
−Removed: Real Estate Management and
−Removed: 3.75 % (L + 3.25 %)
+Added: Providers and Services
+Added: Estate Management and Development
Planet Borrower, LLC (7)
−Removed: Internet Software and Services
−Removed: 4.25 % (L + 3.75 %)
+Added: Software and Services
Holdco 2 LP (7)(8)
−Removed: 5.50 % (L + 4.75 %)
−Removed: Hospital Partners Holdings, Inc.
−Removed: Healthcare Providers and Services
−Removed: 3.85 % (L + 3.75 %)
+Added: Holdings Corp.
Software, Inc.
−Removed: 4.75 % (L + 4.25 %)
+Added: Software, Inc.
& Fields, LLC (7)
−Removed: Textiles, Apparel and Luxury
−Removed: 4.11 % (L + 4.00 %)
+Added: Apparel and Luxury Goods
Holding GMBH (4)(7)(8)
−Removed: 4.90 % (L + 4.75 %)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
Acquisition, Inc.
−Removed: 6.25 % (L + 5.50 %)
−Removed: Acquisition, Inc.
−Removed: 6.25 % (L + 5.50 %)
−Removed: Acquisition, Inc.
−Removed: 6.25 % (L + 5.50 %)
−Removed: Household Durables
−Removed: 6.25 % (L + 5.50 %)
−Removed: Specialty Group LLC (4)(7)
−Removed: 3.75 % (L + 3.00 %)
+Added: (S + CSA + 5.50%)
Corporation (8)
−Removed: Containers and Packaging
−Removed: 5.50 % (L + 4.50 %)
−Removed: Acquisition, LLC (7)
−Removed: Diversified Consumer Services
−Removed: 3.10 % (L + 3.00 %)
+Added: and Packaging
Foods, LLC (7)
−Removed: Food Products
−Removed: 4.25 % (L + 3.50 %)
−Removed: 4.25 % (L + 3.50 %)
−Removed: Health Holdings, LLC (7)
−Removed: Healthcare Equipment and Supplies
−Removed: 3.25 % (L + 2.75 %)
Compliance, LLC (8)
−Removed: 5.00 % (L + 4.50 %)
+Added: Square Capital BDC Inc.
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
Building Products Holdings, LLC (7)(8)
−Removed: Building Products
−Removed: 4.25 % (L + 3.75 %)
−Removed: Nature Deutschland GmbH (4)(7)
−Removed: 3.75 % (L + 3.00 %)
BC Holdco B LLC (4)(8)
−Removed: 5.25 % (L + 4.50 %)
−Removed: Holdings, LLC (7)
−Removed: 3.69 % (L + 3.50 %)
Center Holdings, Inc.
−Removed: Healthcare Providers and Services
−Removed: 4.50 % (L + 3.75 %)
−Removed: Energy Supply, LLC (7)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
−Removed: 3.85 % (L + 3.75 %)
+Added: Providers and Services
America Corp.
−Removed: Construction and Engineering
−Removed: 5.00 % (L + 4.25 %)
−Removed: Edelman Financial Engines Centre, LLC (7)
−Removed: Diversified Financial Services
−Removed: 4.25 % (L + 3.50 %)
−Removed: Professional Services
−Removed: 9.50 % (L + 8.50 %)
−Removed: Software Inc (7)
−Removed: 3.85 % (L + 3.75 %)
+Added: and Engineering
+Added: (S + CSA + 4.25%)
+Added: Edelman Financial Center, LLC (7)
+Added: Financial Services
Power Holdings, LLC (4)(7)
−Removed: Independent Power and Renewable
−Removed: Electricity Producers
−Removed: 4.75 % (L + 3.75 %)
−Removed: Acquisition, LLC (7)
−Removed: Industrial Conglomerates
−Removed: 3.75 % (L + 3.25 %)
+Added: Power and Renewable Electricity Producers
US Finco, LLC (4)(8)
−Removed: 4.50 % (L + 4.00 %)
−Removed: Specialty Retail
−Removed: 6.25 % (L + 5.50 %)
−Removed: Burch LLC (7)
−Removed: Specialty Retail
−Removed: 3.50 % (L + 3.00 %)
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
Services, LLC (7)
and Packaging
−Removed: 4.25 % (L + 3.50 %)
+Added: (S + CSA + 3.50%)
Midstream Partners LLC (7)
Gas and Consumable Fuels
−Removed: 5.25 % (C + SCA + 4.25 %)
−Removed: Water Holdings, Inc.
−Removed: 4.00 % (L + 3.50 %)
−Removed: 4.00 % (L + 3.25 %)
+Added: (S + CSA + 4.25%)
Renal Care, Inc.
Providers and Services
−Removed: 5.13 % (L + 5.00 %)
Renal Care, Inc.
Providers and Services
−Removed: 6.50 % (L + 5.50 %)
Silica Company (4)(7)
−Removed: 5.00 % (L + 4.00 %)
−Removed: Software Group, The (7)
−Removed: 3.85 % (L + 3.75 %)
Airlines, Inc.
−Removed: 4.50 % (L + 3.75 %)
−Removed: Communications Inc.
−Removed: 4.00 % (L + 3.25 %)
Radiology Specialists, Inc.
Providers and Services
−Removed: 6.00 % (L + 5.25 %)
+Added: (S + CSA + 4.75%)
Systems, Inc.
Services and Supplies
−Removed: 4.18 % (L + 4.00 %)
Holding Corp.
−Removed: 4.10 % (L + 4.00 %)
Solutions, Inc.
−Removed: 4.75 % (L + 4.00 %)
+Added: Midstream Operating, LLC (7)
+Added: Equipment and Services
Electric Manufacturing Company (7)
−Removed: 4.25 % (L + 3.75 %)
−Removed: Restaurants and Leisure
−Removed: 3.75 % (L + 3.25 %)
+Added: (S + CSA + 3.75%)
+Added: (S + CSA + 4.25%)
Cap Buyer LLC (7)(8)
−Removed: 4.50 % (L + 4.00 %)
−Removed: 4.50 % (L + 3.50 %)
Cost Management Buyer, Inc.
−Removed: 3.60 % (L + 3.50 %)
First Lien Senior Secured
−Removed: 1,012,130,228
−Removed: $ 1,003,839,402
−Removed: $ 1,007,407,474
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
+Added: Square Capital BDC Inc.
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
Lien Senior Secured (2)
−Removed: 8.25 % (L + 7.25 %)
+Added: Rock Salt Company LLC
Falcon I Inc.
−Removed: 7.50 % (L + 7.00 %)
Services, LLC (7)
−Removed: Construction and Engineering
−Removed: 8.25 % (L + 7.25 %)
+Added: and Engineering
Investments, Inc.
−Removed: 8.50 % (L + 7.75 %)
−Removed: 5.35 % (L + 5.25 %)
−Removed: BidCo S.a r.l.
−Removed: Pharmaceuticals
−Removed: 8.50 % (L + 7.75 %)
−Removed: 7.10 % (L + 7.00 %)
+Added: Networks, Inc.
Acquisition LP
−Removed: Electrical Equipment
−Removed: 8.50 % (L + 8.50%)
Software Corporation (7)
−Removed: 8.75 % (L + 7.75 %)
Holdings, Inc.
−Removed: 7.50 % (L + 6.75 %)
−Removed: 7.50 % (L + 6.75 %)
+Added: (S + CSA + 6.75%)
Bidco LLC (7)
−Removed: Electronic Equipment, Instruments
−Removed: and Components
−Removed: 7.50 % (L + 7.00 %)
−Removed: Professional Services
−Removed: 9.00 % (L + 8.00 %)
+Added: Equipment, Instruments and Components
Software, Inc.
−Removed: 7.75 % (L + 7.25 %)
−Removed: 9.00 % (L + 8.25 %)
−Removed: 8.50 % (L + 7.75 %)
+Added: Providers and Services
+Added: (S + CSA + 7.50%)
PKG Holdings, Inc.
−Removed: Containers and Packaging
−Removed: 7.25 % (L + 6.75 %)
+Added: and Packaging
Software US Holdings Inc.
−Removed: 8.38 % (L + 8.25 %)
−Removed: Software Inc (5)
−Removed: 7.35 % (L + 7.25 %)
Solutions, Inc.
−Removed: 8.00 % (L + 7.25 %)
Second Lien Senior Secured
−Removed: Diversified Consumer Services
US Midco 2 Inc
Corporate Bonds
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
−Removed: Network Corp (4)
−Removed: Convertible Bonds
Debt Investments
1 unchanged sentence
1,025,151,042
−Removed: $ 1,075,955,626
+Added: Square Capital BDC Inc.
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
Mezzanine (2)
Funding CLO 2020-6, Ltd.
−Removed: Structured Note
−Removed: 8.17 % (L + 8.04 %)
−Removed: Structured Note
−Removed: 6.88 % (L + 6.75 %)
+Added: CLO 2013-IA Class FR (4)
US CLO 2020-2, Ltd (4)
−Removed: Structured Note
−Removed: 8.66 % (L + 8.53 %)
−Removed: Structured Note
−Removed: 7.86 % (L + 7.74 %)
Loan Management US 2020-7A (4)
−Removed: Structured Note
−Removed: 7.88 % (L + 7.50 %)
Loan Management US 2021-10A (4)
−Removed: Structured Note
−Removed: 7.92 % (L + 7.79 %)
Loan Management US 2021-9A (4)
−Removed: Structured Note
−Removed: 6.88 % (L + 6.75 %)
−Removed: Loan Management Series 15A-19 (4)
−Removed: Structured Note
−Removed: 6.73 % (L + 6.60 %)
−Removed: CLO Ltd 2015-16A (4)
−Removed: Structured Note
−Removed: 6.62 % (L + 6.50 %)
Park CLO, Ltd.
−Removed: Structured Note
−Removed: 9.00 % (L + 8.87 %)
CLO Mezzanine
CLO Ltd 2021-62A (4)
−Removed: Structured Subordinated Note
−Removed: Structured Subordinated Note
+Added: Subordinated Note
+Added: CLO 2018-4A, Ltd.
+Added: Subordinated Note
+Added: Subordinated Note
+Added: Loan Management 12-2018, Ltd.
+Added: Subordinated Note
Point Park CLO, Ltd.
−Removed: Structured Subordinated Note
+Added: Subordinated Note
XII Funding Ltd.
−Removed: Structured Subordinated Note
+Added: Subordinated Note
+Added: Peak CLO, LLC (4)
+Added: Subordinated Note
CLO Series 2021-1A (4)
−Removed: Structured Subordinated Note
−Removed: Palmer Square Capital BDC Inc.
−Removed: Consolidated Schedule of Investments
−Removed: As of December 31, 2021
−Removed: Portfolio Company (3)
−Removed: Custom Truck One Source Inc (4)
−Removed: Commercial Services and Supplies
−Removed: Total Equity Investments
−Removed: Total Equity and Other Investments
−Removed: Short-Term Investments
+Added: Subordinated Note
+Added: Other Investments
+Added: Square Capital BDC Inc.
+Added: Schedule of Investments
+Added: of December 31, 2022
+Added: of Net Assets
Fidelity Investments Money Market Government Portfolio - Institutional Class, 4.10 % (9)
−Removed: Total Short-Term Investments
−Removed: Total Investments
−Removed: $ 1,189,713,653
+Added: Short-Term Investments
1,120,099,935
−Removed: Liabilities in Excess of Other Assets
1,017,211,732
+Added: in Excess of Other Assets
( 653,768,250
−Removed: (1) The amortized cost represents the original cost adjusted
−Removed: for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
−Removed: (2) Loan contains a variable rate structure, subject to an interest
−Removed: Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate
−Removed: (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), SOFR + Credit Spread Adjustment (S+CSA),
−Removed: where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, or an
−Removed: alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which
−Removed: reset periodically based on the terms of the loan agreement.
−Removed: For the holdings as of 12/31/21 that have S+CSA as the base rate, the CSA
−Removed: is 10bp for 1M SOFR, 15bp for 3M SOFR, and 25bp for 6M SOFR.
+Added: (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.
+Added: (2) Loan contains a variable rate structure, subject to an interest rate floor.
+Added: Variable rate loans bear interest at a rate that may be determined by reference to either 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: (4) Non-qualifying investment as defined by Section 55(a) of
−Removed: the Investment Company Act of 1940.
+Added: (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.
−Removed: (5) Investments or a portion of investments are unsettled as
−Removed: of December 31, 2021.
−Removed: (6) As of December 31, 2021, the tax cost of the Company’s investments
−Removed: approximates their amortized cost.
−Removed: (7) Security or portion thereof held within Palmer Square BDC
−Removed: Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit
−Removed: facility with Bank of America, N.A.
+Added: (5) Investments or a portion of investments are unsettled as of December 31, 2022.
+Added: (6) As of December 31, 2022, the tax cost of the Company’s investments approximates their amortized cost.
+Added: (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).
−Removed: (8) Security or portion thereof held within Palmer Square BDC
−Removed: Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit
−Removed: facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
+Added: (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.
−Removed: (10) Of the $3,765,060 commitment to RSC Acquisition, Inc., $3,237,952
−Removed: was unfunded as of December 31, 2021.
−Removed: The accompanying notes are an integral part of these consolidated financial
−Removed: Palmer Square Capital BDC Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: Palmer Square Capital BDC
−Removed: (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of companies,
−Removed: including small to large private U.S.
−Removed: The Company was organized as a Maryland corporation on August 26, 2019 and is structured
−Removed: as an externally managed, non-diversified closed-end management investment company.
−Removed: The Company has elected to be regulated as a business
−Removed: development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
−Removed: Beginning with
−Removed: its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”)
−Removed: under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and expects to qualify as a RIC each year
+Added: accompanying notes are an integral part of these consolidated financial statements.
+Added: Square Capital BDC Inc.
+Added: to Consolidated Financial Statements
+Added: Square Capital BDC Inc.
+Added: (the “Company”) is a financial services company that primarily lends to and invests in corporate
+Added: debt securities of companies, including small to large private U.S.
+Added: The Company was organized as a Maryland corporation on
+Added: August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company.
+Added: The Company has
+Added: elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the
+Added: Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated
+Added: investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and
+Added: expects to qualify as a RIC each year thereafter.
The Company commenced operations on January 23, 2020.
−Removed: Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was
−Removed: formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank of America, N.A.
−Removed: (“BofA N.A.”)
−Removed: Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured
−Removed: credit facility with Wells Fargo, National Association (“WFB”).
−Removed: The Company’s investment
−Removed: objective is to maximize total return, comprised of current income and capital appreciation.
−Removed: The Company’s current investment focus
−Removed: is guided by two strategies that facilitate its investment opportunities and core competencies:
−Removed: (1) investing in corporate debt securities
−Removed: and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own
−Removed: corporate debt securities, including the equity and junior debt tranches of CLOs.
−Removed: To a limited extent, the Company may enter into derivatives
−Removed: transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors
−Removed: to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange
−Removed: rates and market interest rates or to earn income and enhance the Company’s total returns.
−Removed: The Company may receive or purchase warrants
−Removed: or rights to acquire equity or other securities in connection with making a debt investment in a company.
−Removed: During the years ended December
−Removed: 31, 2022 and December 31, 2021, the Company did not invest in any derivative contracts.
−Removed: The Company is externally
−Removed: managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities
−Removed: and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement
−Removed: between the Company and the Investment Advisor (the “Advisory Agreement”).
−Removed: The Investment Advisor, in its capacity as administrator
−Removed: (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration
−Removed: agreement between the Company and the Administrator (the “Administration Agreement”).
−Removed: The Company’s fiscal year ends
−Removed: on December 31.
−Removed: The Company has two wholly-owned
−Removed: subsidiaries:
−Removed: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit
−Removed: facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s
−Removed: credit facility with WFB.
+Added: Palmer Square BDC Funding I,
+Added: LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank
+Added: of America, N.A.
+Added: (“BofA N.A.”) Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September
+Added: 8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association (“WFB”).
+Added: The Company’s investment objective is to maximize total return,
+Added: comprised of current income and capital appreciation.
+Added: The Company’s current investment focus is guided by two strategies that facilitate
+Added: its investment opportunities and core competencies:
+Added: (1) investing in corporate debt securities and, to a lesser extent, (2) investing
+Added: in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities, including
+Added: the equity and junior debt tranches of CLOs.
+Added: To a limited extent, the Company may enter into derivatives transactions, which may utilize
+Added: instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations
+Added: in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates or
+Added: to earn income and enhance the Company’s total returns.
+Added: The Company may receive or purchase warrants or rights to acquire equity
+Added: or other securities in connection with making a debt investment in a company.
+Added: During the years ended December 31, 2023, 2022, and 2021,
+Added: the Company did not invest in any derivative contracts.
+Added: Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is
+Added: registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to
+Added: an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”).
+Added: The Investment
+Added: Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company
+Added: to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”).
+Added: The Company’s fiscal year ends on December 31.
+Added: Company has two wholly-owned subsidiaries:
+Added: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s
+Added: revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing
+Added: the Company’s credit facility with WFB.
These subsidiaries are consolidated in the financial statements of the Company.
+Added: On January 22, 2024, the Company completed its initial public offering
+Added: (“IPO”), issuing 5,450,000 shares of common stock, par value $ 0.001 , at a public offering price of $ 16.45 per share.
+Added: The Company’s
+Added: common stock began trading on the New York Stock Exchange under the symbol “PSBD” on January 18, 2024.
+Added: See Note 13 “Subsequent
Significant Accounting Policies
−Removed: The Company is an investment
−Removed: company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”)
−Removed: Accounting Standards Topic 946, Financial Services-Investment Companies .
−Removed: The Company’s functional currency is U.S.
−Removed: (“USD”) and these consolidated financial statements have been prepared in that currency.
−Removed: The accompanying consolidated financial
−Removed: statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
−Removed: and pursuant to Regulation S-X.
−Removed: Use of Estimates
−Removed: The preparation of the consolidated
−Removed: financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
−Removed: assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements.
−Removed: results could differ from those estimates.
+Added: Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards
+Added: Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies .
+Added: The Company’s functional
+Added: currency is U.S.
+Added: dollars (“USD”) and these consolidated financial statements have been prepared in that currency.
+Added: The accompanying
+Added: consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
+Added: of America (“GAAP”) and pursuant to Regulation S-X.
+Added: preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that
+Added: affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
+Added: financial statements.
+Added: Actual results could differ from those estimates.
Indemnifications
−Removed: In the normal course of business,
−Removed: the Company enters into contracts that contain a variety of representations which provide general indemnifications.
−Removed: The Company’s
−Removed: maximum exposure under these arrangements cannot be known;
+Added: the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications.
+Added: The Company’s maximum exposure under these arrangements cannot be known;
however, the Company expects any risk of loss to be remote.
−Removed: Cash and Cash Equivalents
−Removed: Cash is comprised of cash
−Removed: on deposit with major financial institutions.
−Removed: Cash equivalents consist of highly liquid investments with original maturities of three
−Removed: months or less.
+Added: and Cash Equivalents
+Added: is comprised of cash on deposit with major financial institutions.
+Added: Cash equivalents consist of highly liquid investments with original
+Added: maturities of three months or less.
The Company places its cash with high credit quality institutions to minimize credit risk exposure.
−Removed: Debt Issuance Costs
+Added: Issuance Costs
The Company records origination
13 unchanged sentences
on the consolidated statement of assets and liabilities.
−Removed: The Company has elected to
−Removed: be treated as a RIC under Subchapter M of the Code.
−Removed: So long as the Company maintains its status as a RIC, it generally will not pay corporate-level
−Removed: federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
−Removed: To qualify as a RIC, the Company
−Removed: must, among other things, meet certain source-of-income and asset diversification requirements.
−Removed: In addition, to qualify for RIC tax treatment,
−Removed: the Company must distribute to its stockholders, for each taxable year, at least 90 % of its “investment company taxable income”
−Removed: for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net
−Removed: long-term capital losses.
+Added: Company has elected to be treated as a RIC under Subchapter M of the Code.
+Added: So long as the Company maintains its status as a RIC, it generally
+Added: will not pay corporate-level U.S.
+Added: federal income taxes on any ordinary income or capital gains that it distributes at least annually
+Added: to its stockholders as dividends.
+Added: qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements.
+Added: to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90 % of its “investment
+Added: company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital
+Added: gains over its realized net long-term capital losses.
In order for the Company not to be subject to U.S.
−Removed: federal excise taxes, it must distribute annually an amount
−Removed: at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar
−Removed: 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
−Removed: (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such
−Removed: The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible
+Added: federal excise taxes, it must
+Added: distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals
+Added: 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
+Added: 31 in such calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were
+Added: not distributed during such years.
+Added: The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends
+Added: and pay a 4% nondeductible U.S.
federal excise tax on this income.
−Removed: The Company evaluates tax
−Removed: positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax
−Removed: positions are “more-likely-than-not” to be sustained by the applicable tax authority.
−Removed: Tax positions not deemed to meet the
−Removed: “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year.
−Removed: All penalties
−Removed: and interest associated with income taxes are included in income tax expense.
−Removed: Conclusions regarding tax positions are subject to review
−Removed: 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
−Removed: Basis of Consolidation
−Removed: As provided under ASC 946, the Company will generally
−Removed: not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating
−Removed: company whose business consists of providing services to the Company.
−Removed: Accordingly, the Company consolidated the results of the Company’s
−Removed: wholly owned investment company subsidiaries (PS BDC Funding and PS BDC Funding II) in its consolidated financial statements.
−Removed: Interest and Dividend Income Recognition
−Removed: Interest income is recorded
−Removed: on the accrual basis and includes amortization of premiums or accretion of discounts.
−Removed: Discounts and premiums to par value on securities
−Removed: purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the
−Removed: effective interest method.
−Removed: The amortized cost of investments represents the original cost adjusted for the amortization of premiums or
−Removed: accretion of discounts, if any.
−Removed: Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination
−Removed: fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
−Removed: Dividend income on preferred
−Removed: equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected
−Removed: to be collected.
−Removed: Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio
−Removed: companies or on the ex-dividend date for publicly-traded portfolio companies.
−Removed: Non-Accrual Status
−Removed: Loans are generally placed
−Removed: on non-accrual status when there is reasonable doubt that principal or interest will be collected in full.
−Removed: Accrued interest is generally
−Removed: reversed when a loan is placed on non-accrual status.
−Removed: Interest payments received on non-accrual loans may be recognized as income or applied
−Removed: to principal depending upon management’s judgment regarding collectability.
−Removed: Non-accrual loans are restored to accrual status when
−Removed: past due principal and interest is paid current and, in management’s judgment, are likely to remain current.
−Removed: Management may make
−Removed: exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is
−Removed: in the process of collection.
−Removed: Management reviews all
−Removed: 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
−Removed: interest to determine if a loan will be placed on non-accrual status.
−Removed: When a loan is placed on non-accrual status, the accrued interest
−Removed: and unpaid interest is generally reversed, and any discount (market or original) is no longer accreted to interest income.
−Removed: Interest payments
−Removed: received while a loan is on non-accrual status may be applied to principal or recognized as income, as determined by management’s
+Added: Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine
+Added: whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.
+Added: Tax positions not deemed
+Added: to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year.
+Added: penalties and interest associated with income taxes are included in income tax expense.
+Added: Conclusions regarding tax positions are subject
+Added: 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
+Added: and interpretations thereof.
+Added: of Consolidation
+Added: provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially wholly owned
+Added: investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.
+Added: the Company consolidated the results of the Company’s wholly owned investment company subsidiaries (PS BDC Funding and PS BDC Funding
+Added: II) in its consolidated financial statements.
+Added: and Dividend Income Recognition
+Added: income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts.
+Added: Discounts and premiums to par
+Added: value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective
+Added: security using the effective interest method.
+Added: The amortized cost of investments represents the original cost adjusted for the amortization
+Added: of premiums or accretion of discounts, if any.
+Added: Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront
+Added: loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
+Added: income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company
+Added: and are expected to be collected.
+Added: Dividend income on common equity securities and money market funds is recorded on the record date for
+Added: private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
+Added: are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full.
+Added: interest is generally reversed when a loan is placed on non-accrual status.
+Added: Interest payments received on non-accrual loans may be recognized
+Added: as income or applied to principal depending upon management’s judgment regarding collectability.
+Added: Non-accrual loans are restored
+Added: to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current.
+Added: Management may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral
+Added: value and is in the process of collection.
+Added: 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
+Added: principal or interest to determine if a loan will be placed on non-accrual status.
+Added: When a loan is placed on non-accrual status, the accrued
+Added: interest and unpaid interest is generally reversed, and any discount (market or original) is no longer accreted to interest income.
+Added: 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.
−Removed: A loan may be taken off non-accrual
−Removed: status if past due payments are made, and if management determines the issuer is likely to remain current on future payments.
−Removed: may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection.
−Removed: Management may also
−Removed: leave a loan on accrual status while actively seeking recovery of past due payment.
−Removed: As of December 31, 2022, the Company had no portfolio
−Removed: investments on non-accrual status.
−Removed: From time to time, the Company
−Removed: may receive fees for services provided to portfolio companies.
−Removed: These fees are generally only available to the Company as a result of closing
−Removed: investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned
−Removed: upon closing of the investment.
−Removed: The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence
−Removed: or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies.
−Removed: In addition, the Company
−Removed: may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and
−Removed: performance- based fees.
−Removed: Offering Costs
+Added: 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
+Added: on future payments.
+Added: Management may make exceptions to this policy if the loan has sufficient collateral value or is in the process of
+Added: Management may also leave a loan on accrual status while actively seeking recovery of past due payment.
+Added: As of December 31,
+Added: 2023 and 2022 the Company had no portfolio investments on non-accrual status.
+Added: time to time, the Company may receive fees for services provided to portfolio companies.
+Added: These fees are generally only available to the
+Added: Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are
+Added: recognized as revenue when earned upon closing of the investment.
+Added: The services that the Investment Advisor provides vary by investment,
+Added: but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio
+Added: In addition, the Company may generate revenue in the form of consent, waiver, amendment, unused, and prepayment fees associated
+Added: with the Company’s investment activities and commitment, organization, structuring or diligence fees, monitoring fees and possibly
+Added: consulting and performance- based fees.
Offering costs in connection
2 unchanged sentences
These expenses consist primarily of legal fees and other costs incurred
−Removed: with Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
−Removed: Net Realized Gains or Losses and Net Change
−Removed: in Unrealized Appreciation or Depreciation
−Removed: The Company measures realized
−Removed: gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment,
−Removed: without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment
−Removed: Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting
−Removed: period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
−Removed: New Accounting Pronouncements
−Removed: In March 2020, the FASB issued
−Removed: Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on
−Removed: Financial Reporting (“ASU 2020-04”).
−Removed: The guidance provides optional expedients and exceptions for applying generally accepted
−Removed: accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference
−Removed: LIBOR or another reference rate expected to be discontinued.
−Removed: ASU 2020-04 was effective for all entities as of March 12, 2020 through December
−Removed: In December 2022 the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848) – Deferral of
−Removed: the Sunset Date of Topic 848 which extended the effective period through December 31, 2024.
+Added: with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
+Added: Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
+Added: Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost
+Added: basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized
+Added: upfront fees and prepayment penalties.
+Added: Net change in unrealized appreciation or depreciation reflects the change in portfolio investment
+Added: values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains
+Added: or losses are realized.
+Added: Accounting Pronouncements
+Added: March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects
+Added: of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).
+Added: The guidance provides optional expedients and exceptions
+Added: for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting
+Added: certain criteria, that reference LIBOR or another reference rate expected to be discontinued.
+Added: ASU 2020-04 was effective for all entities
+Added: as of March 12, 2020 through December 31, 2022.
+Added: In December 2022 the FASB issued Accounting Standards Update 2022-06, Reference Rate
+Added: Reform (Topic 848) – Deferral of the Sunset Date of Topic 848 which extended the effective period through December 31, 2024.
+Added: On July 26, 2023, the SEC adopted amendments intended to enhance and
+Added: standardize disclosures related to cybersecurity.
+Added: The amendments require timely disclosure of material cybersecurity incidents and annual
+Added: disclosures related to cybersecurity risk management, strategy, and governance.
+Added: The disclosures are effective beginning with annual reports
+Added: for fiscal years ending on or after December 15, 2023.
+Added: The Company has evaluated the impact of adoption on its consolidated financial
+Added: statements and is effective for the current filing.
Agreements and Related Party Transactions
−Removed: Administration Agreement
−Removed: The Company has entered into
−Removed: the Administration Agreement with the Administrator.
−Removed: Pursuant to the Administration Agreement, the Administrator furnishes office facilities
−Removed: and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services at such facilities.
−Removed: the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include
−Removed: being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and
−Removed: reports and other materials filed with the SEC.
−Removed: In addition, the Administrator assists the Company in determining and publishing the Company’s
−Removed: net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials
−Removed: to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered
−Removed: to the Company by others.
−Removed: Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s
−Removed: behalf to those portfolio companies that have accepted the offer to provide such assistance.
−Removed: Under the Administration Agreement,
−Removed: the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing
−Removed: its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions
−Removed: and the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief
−Removed: Compliance Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the
−Removed: Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal
−Removed: control assessment.
−Removed: In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed
−Removed: based on the services provided.
−Removed: The Administration Agreement has an initial term of two years and may be renewed with the approval of
−Removed: the Company’s board of directors (the “Board”).
−Removed: The agreement was renewed during the year for an additional one year
−Removed: The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other
−Removed: To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such functions
−Removed: on a direct basis without any incremental profit to the Administrator.
−Removed: In addition, the Administrator
−Removed: has, pursuant to a sub-administration agreement, engaged U.S.
−Removed: Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator
−Removed: in the performance of certain other administrative services.
−Removed: The Company has also engaged U.S.
−Removed: Bank, National Association or its affiliates
−Removed: (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent and registrar.
+Added: Administration
+Added: Company has entered into the Administration Agreement with the Administrator.
+Added: Pursuant to the Administration Agreement, the Administrator
+Added: furnishes office facilities and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services
+Added: at such facilities.
+Added: Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative
+Added: services, which include being responsible for the financial and other records that the Company is required to maintain and preparing
+Added: reports to stockholders and reports and other materials filed with the SEC.
+Added: In addition, the Administrator assists the Company in determining
+Added: and publishing the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination
+Added: of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative
+Added: and professional services rendered to the Company by others.
+Added: Under the Administration Agreement, the Administrator also provides managerial
+Added: assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
+Added: the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s
+Added: overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated
+Added: with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s
+Added: Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations
+Added: 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
+Added: Sarbanes-Oxley internal control assessment.
+Added: In addition, if requested to provide managerial assistance to portfolio companies, the Administrator
+Added: is reimbursed based on the services provided.
+Added: The Administration Agreement has an initial term of two years and may be renewed with the
+Added: approval of the Company’s board of directors (the “Board”).
+Added: The agreement was renewed during the year for an additional
+Added: one year period.
+Added: The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to
+Added: the other party.
+Added: To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such
+Added: functions on a direct basis without any incremental profit to the Administrator.
+Added: In addition, the Administrator has, pursuant to a sub-administration
+Added: agreement, engaged U.S.
+Added: Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain
+Added: other administrative services.
+Added: The Company has also engaged Equiniti Trust Company, LLC or its affiliates (“Equiniti”) directly
+Added: to serve as transfer agent, registrar and dividend disbursing agent and engaged U.S.
+Added: Bank or its affiliates directly to serve as custodian.
+Added: Prior to the Company’s engagement of Equiniti upon the closing of the IPO, U.S.
+Added: Bank served as the Company’s transfer agent, distribution
+Added: paying agent and registrar.
Investment Advisory Agreement
5 unchanged sentences
is responsible for all business activities and oversight of the investment decisions made for the Company.
−Removed: In return for providing management
−Removed: services to the Company, the Company pays the Investment Advisor a base management fee, calculated and paid quarterly in arrears at an
−Removed: annual rate of 2.00 % of the average value of the weighted average (based on the number of shares outstanding each day in the quarter)
+Added: Subsequent to the IPO, in return for providing management services
+Added: to the Company, the Company pays the Investment Advisor a base management fee, calculated and paid quarterly in arrears at an annual rate
+Added: of 1.75 % of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s
+Added: total net assets at the end of the two most recently completed calendar quarters.
+Added: The base management fee for any partial quarter will
+Added: be pro-rated based on the number of days actually elapsed in that quarter relative to the total number of days in such quarter.
+Added: Prior to the IPO, the base
+Added: management fee was 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.
−Removed: The base management fee for any
−Removed: 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
−Removed: such quarter.
The Investment Advisor, however,
−Removed: 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
−Removed: of the Company’s common stock on a national securities exchange (a “Listing”).
−Removed: If a Listing does not occur, such fee
−Removed: waiver will remain in place through liquidation of the Company.
−Removed: The Investment Advisor will not be permitted to recoup any waived amounts
−Removed: at any time and the waiver may only be modified or terminated prior to a Listing with the approval of the Board.
−Removed: Additionally, pursuant to
−Removed: the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing.
−Removed: Following a Listing, the Investment
−Removed: Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee net
−Removed: investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently
−Removed: completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the Company’s
−Removed: aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below.
−Removed: In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar quarters are
−Removed: greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the pre-incentive
+Added: during any period prior to the IPO, agreed to waive its right to receive management fees in excess of an annual rate of 1.75 % of the
+Added: average value of the weighted average total net assets at the end of each of our two most recently completed calendar quarters.
+Added: The Investment
+Added: Advisor will not be permitted to recoup any base management fees waived for any period of time prior to the IPO.
+Added: Additionally, pursuant
+Added: to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to the IPO because the Advisory Agreement
+Added: provides that no incentive fee is payable prior to the listing of the Company’s common stock on a national securities exchange.
+Added: Effective upon completion of the IPO, the Investment Advisor is entitled to an incentive fee (the “Income Incentive Fee”)
+Added: based on the Company’s pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted
+Added: downward (but not upward) if over the most recently completed and eleven preceding calendar quarters since the IPO (or if shorter, the
+Added: number of calendar quarters since the IPO) (each such period is referred to herein as the “Trailing Twelve Quarters”) aggregate
+Added: net realized losses on the Company’s investments exceed the Company’s aggregate net investment income over the same period,
+Added: excluding the most recently completed quarter, as described in more detail below.
+Added: In this regard, if the Company’s net realized
+Added: losses over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) are greater than
+Added: 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.
2 unchanged sentences
On the other hand, if the Company’s
−Removed: net investment income over the most recently completed and three preceding calendar quarters is equal to or greater than the Company’s
−Removed: net realized losses over the same period, excluding the most recently completed quarter, then no adjustment to pre-incentive fee net investment
−Removed: income would be made.
−Removed: The Income Incentive Fee will be calculated and payable quarterly in arrears commencing with the first calendar
−Removed: quarter following a Listing.
−Removed: The Company will pay the Investment Advisor an Income Incentive Fee with respect to its “adjusted net
−Removed: investment income” in each calendar quarter as follows:
+Added: net investment income over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO)
+Added: is equal to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter,
+Added: then no adjustment to pre-incentive fee net investment income would be made.
+Added: The Income Incentive Fee will be calculated and payable
+Added: quarterly in arrears commencing with the first calendar quarter following the IPO.
+Added: The Company will pay the Investment Advisor an Income
+Added: 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”);
4 unchanged sentences
income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed
−Removed: calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most
−Removed: recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the
−Removed: Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter, the
−Removed: number of calendar quarters that have occurred since the Listing).
−Removed: No adjustment (downward or upward) will be made to “pre-incentive
−Removed: fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
−Removed: “Pre-incentive fee net
−Removed: investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination,
−Removed: structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing
−Removed: managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee,
−Removed: any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock,
−Removed: but excluding the Income Incentive Fee).
−Removed: “Pre-incentive fee net investment income” includes, in the case of investments with
−Removed: a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind
−Removed: (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet
−Removed: received in cash.
+Added: calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then Trailing
+Added: Twelve Quarters (or if shorter, the number of calendar quarters that have occurred since the IPO) and (ii) the Company’s “net
+Added: investment income” over the Trailing Twelve Quarters (excluding the then most recently completed calendar quarter).
+Added: No adjustment
+Added: (downward or upward) will be made to “pre-incentive fee net investment income” if the difference between clause (i) minus
+Added: clause (ii) is zero or negative.
+Added: “Pre-incentive
+Added: fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment,
+Added: origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding
+Added: fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the
+Added: base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding
+Added: preferred stock, but excluding the Income Incentive Fee).
+Added: “Pre-incentive fee net investment income” includes, in the case
+Added: of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments
+Added: with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that
+Added: the Company has not yet received in cash.
“Net realized losses”
1 unchanged sentence
investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period.
−Removed: investment income” in respect of the particular period means interest income, dividend income and any other income (including any
−Removed: other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio
−Removed: companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the
−Removed: particular period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement,
−Removed: and any interest expense and dividends paid on any outstanding preferred stock).
−Removed: “Net investment income” includes, in the
−Removed: case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock
−Removed: with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
−Removed: The Income Incentive Fee amount,
−Removed: or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
−Removed: The following table presents
−Removed: the composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2022 and December 31,
+Added: As noted above,
+Added: “net realized losses” will not by itself cause an upward adjustment to adjusted net investment income.
+Added: “Net investment
+Added: income” in respect of the particular period means interest income, dividend income and any other income (including any other fees
+Added: such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies
+Added: but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the particular
+Added: period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement, and any
+Added: interest expense and dividends paid on any outstanding preferred stock).
+Added: “Net investment income” includes, in the case of
+Added: investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK
+Added: dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
+Added: Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full
+Added: calendar quarter.
+Added: Effective upon completion
+Added: of the IPO, the Investment Advisor has also agreed to use the most recently completed and three preceding calendar quarters (each such
+Added: period is referred to herein as the “Trailing Four Quarters”) in addition to the Trailing Twelve Quarters to compute the
+Added: incentive fee payable to it by the Company.
+Added: In conjunction therewith, the Investment Advisor has agreed to calculate the incentive fee
+Added: based on the Trailing Twelve Quarters and the Trailing Four Quarters and in the event that any Trailing Four Quarter period calculation
+Added: produces a lower incentive fee as compared to the applicable Trailing Twelve Quarter period calculation for any quarterly period, then
+Added: the Trailing Four Quarter Period will be used in connection with the calculation of the incentive fee payable to the Investment Advisor
+Added: by the Company for such quarter.
+Added: The Investment Advisor has agreed to pay all offering costs in connection
+Added: with the IPO.
+Added: These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation
+Added: of the Company’s registration statement, and registration fees.
+Added: The Company is not obligated to repay any such offering costs paid
+Added: by our Investment Advisor.
+Added: As the December 31, 2023, the balance of Due from Advisor was $ 1.4 million, representing the offering costs
+Added: incurred on the statement of assets and liabilities.
+Added: following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of December
+Added: 31, 2023 and December 31, 2022:
December 31, 2023
7 unchanged sentences
Corporate Bonds
−Removed: Convertible Bond
CLO Mezzanine
5 unchanged sentences
$ 1,017,211,732
−Removed: As of December 31, 2022, approximately
−Removed: 16.0 % of the long-term investment portfolio at amortized cost and 16.3 % of the long-term investment portfolio measured at fair value,
−Removed: respectively, were invested in non-qualifying assets.
−Removed: As of December 31, 2021 approximately 14.4 % of the long-term investment portfolio
−Removed: at amortized cost and 14.5 % of the long-term investment portfolio measured at fair value, respectively, were invested in non-qualifying
−Removed: With respect to the Company’s total assets, 14.9 % and 13.3 % of the Company’s total assets were in non-qualifying assets
−Removed: as defined by Section 55(a) of the 1940 Act as of December 31, 2022 and December 31, 2021, respectively.
−Removed: The industry composition of
−Removed: investments based on fair value, as a percentage of total investments at fair value, as of December 31, 2022 and December 31, 2021 was
+Added: As of December 31, 2023, approximately 14.2 % of the long-term investment
+Added: portfolio at amortized cost and 14.1 % of the long-term investment portfolio measured at fair value, respectively, were invested in non-qualifying
+Added: As of December 31, 2022 approximately 16.0 % of the long-term investment portfolio at amortized cost and 16.3 % of the long-term
+Added: investment portfolio measured at fair value, respectively, were invested in non-qualifying assets.
+Added: With respect to the Company’s
+Added: total assets, 13.2 % and 14.9 % of the Company’s total assets were in non-qualifying assets as defined by Section 55(a) of the 1940
+Added: Act as of December 31, 2023 and December 31, 2022, respectively.
+Added: industry composition of investments based on fair value, as a percentage of total investments at fair value, as of December 31, 2023
+Added: and December 31, 2022 was as follows:
Healthcare Providers and Services
Professional Services
−Removed: Cash and Cash Equivalents
+Added: Short Term Investments
+Added: Diversified Financial Services
Hotels, Restaurants and Leisure
−Removed: Building Products
Independent Power and Renewable Electricity Producers
−Removed: Diversified Financial Services
−Removed: Aerospace and Defense
+Added: Building Products
Construction and Engineering
−Removed: Structured Subordinated Note
−Removed: Healthcare Technology
−Removed: Metals and Mining
+Added: Food Products
Auto Components
−Removed: Oil, Gas and Consumable Fuels
−Removed: Diversified Consumer Services
+Added: Structured Subordinated Note
Containers and Packaging
−Removed: Structured Note
−Removed: Food Products
−Removed: Specialty Retail
−Removed: Commercial Services and Supplies
+Added: Diversified Consumer Services
Electronic Equipment, Instruments and Components
Internet Software and Services
+Added: Energy Equipment and Services
+Added: Commercial Services and Supplies
+Added: Structured Note
+Added: Aerospace and Defense
+Added: Metals and Mining
+Added: Healthcare Technology
+Added: Oil, Gas and Consumable Fuels
+Added: Diversified Telecommunication Services
Healthcare Equipment and Supplies
+Added: Specialty Retail
Real Estate Management and Development
1 unchanged sentence
Pharmaceuticals
−Removed: Energy Equipment and Services
Electrical Equipment
Road and Rail
−Removed: Technology Hardware, Storage and Peripherals
−Removed: Industrial Conglomerates
Household Durables
−Removed: Diversified Telecommunication Services
+Added: Industrial Conglomerates
+Added: Technology Hardware, Storage and Peripherals
Textiles, Apparel and Luxury Goods
−Removed: Leisure Products
−Removed: Electric Utilities
Fair Value of Investments
−Removed: Fair value is defined as the
−Removed: price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market
−Removed: participant in the principal or most advantageous market for the investment.
−Removed: Accounting guidance emphasizes that valuation techniques
−Removed: maximize the use of observable market inputs and minimize the use of unobservable inputs.
−Removed: Inputs refer broadly to the
−Removed: assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.
−Removed: Inputs may be observable
−Removed: or unobservable.
−Removed: Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability
−Removed: developed based on market data obtained from sources independent of the Company.
−Removed: Unobservable inputs are inputs that reflect the assumptions
−Removed: market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
−Removed: The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement
+Added: value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly
+Added: transaction to a market participant in the principal or most advantageous market for the investment.
+Added: Accounting guidance emphasizes that
+Added: valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
+Added: refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk.
+Added: Inputs may be observable or unobservable.
+Added: Observable inputs are inputs that reflect the assumptions market participants would use in
+Added: pricing an asset or liability developed based on market data obtained from sources independent of the Company.
+Added: Unobservable inputs are
+Added: inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information
+Added: available in the circumstances.
+Added: The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the
+Added: investment as of the measurement date.
The three levels are defined as follows:
−Removed: Level 1 — Valuations based on
−Removed: quoted prices in active markets for identical assets or liabilities at the measurement date.
−Removed: Level 2 — Valuations based on
−Removed: inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement
−Removed: This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
−Removed: assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and
−Removed: observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models
−Removed: to determine the value of derivatives or other assets or liabilities.
−Removed: Level 3 — Valuations based on
−Removed: inputs that are unobservable and where there is little, if any, market activity at the measurement date.
−Removed: Investments in private investment
−Removed: companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in the
−Removed: fair value hierarchy.
−Removed: As of December 31, 2022 and as of December 31, 2021, there were no investments accounted for using the practical
−Removed: The inputs for the determination
−Removed: of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions
−Removed: that market participants would use in pricing the assets or liabilities.
−Removed: These investments include debt and equity investments in private
−Removed: companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment
−Removed: or estimation because of the absence of any meaningful current market data for identical or similar investments.
−Removed: The inputs in these valuations
−Removed: may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization
−Removed: (“EBITDA”) multiples.
−Removed: The information may also include pricing information or broker quotes, which include a disclaimer that
−Removed: the broker would not be held to such a price in an actual transaction.
−Removed: The non-binding nature of consensus pricing and/or quotes accompanied
−Removed: by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
−Removed: Pricing inputs and weightings
−Removed: applied to determine fair value require subjective determination.
−Removed: Accordingly, valuations do not necessarily represent the amounts that
−Removed: may eventually be realized from sales or other dispositions of investments.
−Removed: A financial instrument’s
−Removed: categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
−Removed: The following table presents
−Removed: the fair value hierarchy of investments as of December 31, 2022:
+Added: 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
+Added: 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly
+Added: observable at the measurement date.
+Added: This category includes quoted prices for similar assets or liabilities in active markets, quoted
+Added: prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately
+Added: held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered
+Added: directly into valuation models to determine the value of derivatives or other assets or liabilities.
+Added: 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
+Added: in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required
+Added: to be categorized in the fair value hierarchy.
+Added: As of December 31, 2023 and as of December 31, 2022, there were no investments accounted
+Added: for using the practical expedient.
+Added: inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s
+Added: assessment of the assumptions that market participants would use in pricing the assets or liabilities.
+Added: These investments include debt
+Added: and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose
+Added: inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar
+Added: The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings
+Added: before interest, taxes, depreciation, and amortization (“EBITDA”) multiples.
+Added: The information may also include pricing information
+Added: or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction.
+Added: The non-binding
+Added: nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no
+Added: additional corroborating evidence.
+Added: inputs and weightings applied to determine fair value require subjective determination.
+Added: Accordingly, valuations do not necessarily represent
+Added: the amounts that may eventually be realized from sales or other dispositions of investments.
+Added: financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
+Added: to the fair value measurement.
+Added: following table presents the fair value hierarchy of investments as of December 31, 2023:
Fair Value Hierarchy as of December 31, 2023
4 unchanged sentences
Corporate Bonds
+Added: Convertible Bond
CLO Mezzanine
3 unchanged sentences
$ 1,108,810,753
−Removed: The following table presents
−Removed: the fair value hierarchy of investments as of December 31, 2021:
+Added: following table presents the fair value hierarchy of investments as of December 31, 2022:
Fair Value Hierarchy as of December
4 unchanged sentences
Corporate Bonds
−Removed: Convertible Bond
CLO Mezzanine
3 unchanged sentences
$ 1,017,211,732
−Removed: For the years ended December
−Removed: 31, 2022 and December 31, 2021, the Company did not recognize any transfers to or from Level 3.
−Removed: Debt Not Carried at Fair Value
−Removed: The fair value of the BoA
−Removed: Credit Facility and the WF Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of December 31, 2022,
−Removed: approximates their respective carrying values because the BoA Credit Facility and WF Credit Facility each have variable interest based
−Removed: on selected short term rates.
−Removed: In accordance with the 1940
−Removed: Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act,
−Removed: are at least 150 % after such borrowing.
+Added: Not Carried at Fair Value
+Added: fair value of the BoA Credit Facility and the WF Credit Facility, which would be categorized as Level 3 within the fair value hierarchy
+Added: as of December 31, 2023, approximates their respective carrying values because the BoA Credit Facility and WF Credit Facility each have
+Added: variable interest based on selected short term rates.
+Added: accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as
+Added: defined in the 1940 Act, are at least 150 % after such borrowing.
As of December 31, 2023, the Company’s asset coverage ratio was
−Removed: Bank of America Credit Facility
−Removed: On February 18, 2020, the
−Removed: Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered
−Removed: into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), BofA
+Added: of America Credit Facility
+Added: February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”)
+Added: entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”),
as the Administrative Agent and BofA Securities, Inc.
−Removed: (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant
−Removed: to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
−Removed: Under the BoA Credit Facility,
−Removed: 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
−Removed: (as defined in the Credit Agreement) amount.
−Removed: The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date
−Removed: of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million
−Removed: on October 12, 2020, and further increased to $725 million on September 29, 2021.
−Removed: The Borrowers’ ability to draw under the BoA Credit
−Removed: Facility is scheduled to terminate on February 11, 2025.
−Removed: All amounts outstanding under the BoA Credit Facility are required to be repaid
−Removed: by February 18, 2025.
−Removed: As the Company raises additional capital, we may enter into additional credit agreements to expand our borrowing
−Removed: Debt obligations under the
−Removed: BoA Credit Facility consisted of the following as of December 31, 2022:
+Added: (“BofA Securities”), as Lead Arranger and Sole Book Manager,
+Added: pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
+Added: Under the BoA Credit Facility, which matures on February 18, 2025,
+Added: 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)
+Added: The Commitment amount for the BoA Credit Facility is currently $725 million.
+Added: The Borrowers’ ability to draw under the BoA
+Added: Credit Facility is scheduled to terminate on February 11, 2025.
+Added: All amounts outstanding under the BoA Credit Facility are required to
+Added: be repaid by February 18, 2025.
+Added: As the Company raises additional capital, we may enter into additional credit agreements to expand our
+Added: borrowing capacity.
+Added: obligations under the BoA Credit Facility consisted of the following as of December 31, 2023:
December 31, 2023
−Removed: Aggregate Principal Committed
Available (1)
8 unchanged sentences
$ 505,417,357
−Removed: (1) The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
−Removed: (2) The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 1.358 million and accrued interest of $ 584 thousand.
−Removed: Debt obligations under the
−Removed: BoA Credit Facility consisted of the following as of December 31, 2021:
−Removed: December 31, 2021
−Removed: Aggregate Principal Committed
+Added: amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
+Added: carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 739 thousand and accrued interest of $ 2.156
+Added: obligations under the BoA Credit Facility consisted of the following as of December 31, 2022:
+Added: Principal Committed
Available (1)
−Removed: BoA Credit Facility
−Removed: $ 725,000,000
−Removed: $ 552,000,000
−Removed: $ 173,000,000
−Removed: $ 550,262,297
−Removed: $ 725,000,000
−Removed: $ 552,000,000
−Removed: $ 173,000,000
−Removed: $ 550,262,297
−Removed: (1) The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
−Removed: (2) The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 1.993 million and accrued interest of $ 255 thousand.
−Removed: Average debt outstanding under
−Removed: the BoA Credit Facility during the years ended December 31, 2022 and December 31, 2021, was $ 544.0 million and $ 433.1 million, respectively.
−Removed: The loans under the BoA Credit
−Removed: Facility may be base rate loans or eurocurrency rate loans.
−Removed: The base rate loans will bear interest at the base rate plus 1.30%, and the
−Removed: eurocurrency rate loans will bear interest at 1-month or 3-month LIBOR plus 1.30%.
−Removed: The “base rate” will be equal to the highest
−Removed: of (a) the federal funds rate plus 0.5%, (b) the prime rate, and (c) 1-month or 3-month LIBOR.
−Removed: The Credit Agreement includes fallback
−Removed: language in the event that LIBOR becomes unavailable.
−Removed: Interest pursuant to base rate loans is payable quarterly in arrears, and interest
−Removed: pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto.
−Removed: The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the
−Removed: Second Amendment to the Credit Agreement.
−Removed: Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of the BoA Credit Facility,
−Removed: and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility.
−Removed: Such fee is payable quarterly in arrears.
−Removed: The advance rate
−Removed: for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that
−Removed: are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
−Removed: For the years ended December
−Removed: 31, 2022 and December 31, 2021, the components of interest expense with respect to the BoA Credit Facility were as follows:
−Removed: For the Year Ended
+Added: Credit Facility
+Added: amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
+Added: carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 1.358 million and accrued interest of $ 584
+Added: debt outstanding under the BoA Credit Facility during the years ended December 31, 2023, 2022, and 2021 was $ 498.3 million, $ 544.0 million
+Added: and $ 433.1 million, respectively.
+Added: Prior to February 3, 2023, the loans under the BOA Credit Facility
+Added: may have been base rate loans or euro currency loans.
+Added: The base rate loans bore interest at the base rate plus 1.30%, and the eurocurrency
+Added: rate loans bore interest at 1-month or 3-month LIBOR plus 1.30%.
+Added: The “base rate” was equal to the highest of (a) the federal
+Added: funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month LIBOR.
+Added: On February 3, 2023, the Company entered into an omnibus
+Added: amendment to the BoA Credit Facility that, among other things:
+Added: (i) removed LIBOR transition language and (ii) replaced eurocurrency rate
+Added: loans with SOFR loans.
+Added: As of February 3, 2023, the loans under the BoA Credit Facility may
+Added: be base rate loans or Secured Overnight Financing Rate (“SOFR”) loans.
+Added: The base rate loans will bear interest at the base
+Added: 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%.
+Added: The “base rate”
+Added: 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%.
+Added: The Credit Agreement includes fallback language in the event that SOFR becomes unavailable.
+Added: Interest pursuant to base rate loans is payable
+Added: quarterly in arrears, and interest pursuant to SOFR loans is payable either quarterly or monthly, as specified by the Borrowers in a loan
+Added: notice pertaining thereto.
+Added: The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month
+Added: anniversary of the Second Amendment to the Credit Agreement.
+Added: Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of
+Added: the BoA Credit Facility, and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility.
+Added: Such fee is payable quarterly in
+Added: The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for
+Added: 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).
+Added: the years ended December 31, 2023, 2022, and 2021, the components of interest expense with respect to the BoA Credit Facility were as
+Added: For the Year Ended December 31
Interest expense
8 unchanged sentences
leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions
+Added: and custody (Section 17, as modified by Section 57, of the 1940 Act).
The custodian of the assets pledged to BofA N.A.
−Removed: pursuant to the BoA Credit Facility is U.S.
−Removed: Bank National Administration
−Removed: The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under
−Removed: 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
−Removed: investment adviser to the Company.
−Removed: Wells Fargo Credit Facility
+Added: pursuant to the
+Added: BoA Credit Facility is U.S.
+Added: Bank National Administration (“US Bank”).
+Added: The obligations under the Credit Agreement may be accelerated
+Added: 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
+Added: or if the Investment Advisor ceases to serve as investment adviser to the Company.
+Added: Fargo Credit Facility
+Added: December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding
+Added: II” and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan
+Added: Agreement”) with certain financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S.
+Added: Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF
+Added: Credit Facility”).
On December 18, 2023, the
−Removed: Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together
−Removed: with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain
−Removed: financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S.
−Removed: Bank, as Collateral Agent and Custodian,
−Removed: pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
−Removed: Under the WF Credit Facility,
−Removed: 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
−Removed: Facility Amount (as defined in the Loan Agreement).
−Removed: The Facility Amount for the WF Credit Facility was $ 150.0 million as of the closing
−Removed: date of the Loan Agreement.
−Removed: The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate on December
−Removed: All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.
−Removed: Debt obligations under the
−Removed: WF Credit Facility consisted of the following as of December 31, 2022:
+Added: Company entered into an amendment to the WF Credit Facility (the “WF Credit Facility Fourth Amendment”) that amends the WF
+Added: Credit Facility to, among other things:
+Added: (i) increase the amount available for borrowing under the WF Credit Facility from $ 150,000,000
+Added: to $ 175,000,000 , (ii) extend the facility maturity date from December 18, 2025 to December 18, 2028 and (iii) extend the reinvestment
+Added: period from December 18, 2023 to December 18, 2026 (subject to other provisions of the WF Credit Facility).
+Added: obligations under the WF Credit Facility consisted of the following as of December 31, 2023:
December 31, 2023
−Removed: Aggregate Principal Committed
Available (1)
6 unchanged sentences
$ 136,411,448
−Removed: (1) The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
−Removed: (2) The carrying value of the WF Credit Facility is presented net of deferred financing costs of $1.047 million and accrued interest of $1.880 million.
−Removed: Debt obligations under the
−Removed: WF Credit Facility consisted of the following as of December 31, 2021:
+Added: amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
+Added: carrying value of the WF Credit Facility is presented net of deferred financing costs of $ 2.472 million and accrued interest of $ 2.634
+Added: obligations under the WF Credit Facility consisted of the following as of December 31, 2022:
December 31, 2022
−Removed: Aggregate Principal Committed
Available (1)
4 unchanged sentences
$ 150,000,000
−Removed: (1) The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
−Removed: (2) The carrying value of the WF Credit Facility is presented net of deferred financing costs of $ 1.4 million and accrued interest of $ 1.048 million.
−Removed: Average debt outstanding under
−Removed: the WF Credit Facility during the years ended December 31, 2022 and December 31, 2021, was $ 123.4 million and $ 13.9 million, respectively.
−Removed: The loans under the WF Credit
−Removed: Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable,
−Removed: in which case the loans shall be base rate loans until such rate is available.
−Removed: Broadly Syndicated Loans will bear interest at the LIBOR
−Removed: or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%.
+Added: $ 126,750,000
+Added: $ 127,583,253
+Added: amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
+Added: carrying value of the WF Credit Facility is presented net of deferred financing costs of $ 1.047 million and accrued interest of $ 1.880
+Added: Average debt outstanding under the WF Credit Facility during the years
+Added: ended December 31, 2023, 2022, and 2021, was $ 131.4 million and $ 123.4 million and $ 13.9 million, respectively.
+Added: Prior to April 10, 2023 the loans under the WF Credit Facility may
+Added: have been Broadly Syndicated Loans or Middle Market loans and were eurocurrency rate loans unless
+Added: such rate was unavailable, in which case the loans were base rate loans until such rate was available.
+Added: Broadly Syndicated Loans bore interest
+Added: at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans bore interest at LIBOR or base rate, as applicable, plus
+Added: The “base rate” was equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate.
+Added: 10, 2023, the Company entered into an amendment to the WF Credit Facility that, among other things:
+Added: (i) transferred and assigned U.S.
+Added: Bank National Association’s rights and obligations as collateral agent and as a secured party to U.S.
+Added: Bank Trust Company, National
+Added: Association, (ii) referenced SOFR instead of LIBOR and (iii) removed LIBOR transition language.
+Added: of April 10, 2023, the loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear
+Added: interest at Daily Simple SOFR, or base rate (to the extent Daily Simple SOFR is unavailable), plus 2.50%, with an interest rate floor
The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate.
−Removed: The Loan Agreement
−Removed: includes fallback language in the event that LIBOR becomes unavailable.
−Removed: Interest is payable quarterly, as determined by the WFB as the
−Removed: administrative agent.
−Removed: Following the Second Amendment of the WF Credit Facility, the Loan Agreement requires the payment of a non-usage
−Removed: fee of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility
−Removed: Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1)
−Removed: daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the
−Removed: 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
−Removed: unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily
−Removed: unused Facility Amount and 20% of the Facility Amount and (ii) zero.
−Removed: Such fee is payable quarterly in arrears.
−Removed: The WF Credit Facility
−Removed: includes the option to downsize the facility by paying a Commitment Reduction Fee.
−Removed: The Fee is equal to 2.00% of the facility reduction
−Removed: amount prior to the one year anniversary of the closing of the WF Credit Facility, and 1.00% thereafter.
−Removed: The applicable percentage for
−Removed: 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
−Removed: is defined in the Loan Agreement).
−Removed: For the years ended
−Removed: December 31, 2022 and December 31, 2021, the components of interest expense with respect to the WF Credit Facility were as follows:
−Removed: For the Year Ended
+Added: Loan Agreement includes fallback language in the event that Daily Simple SOFR becomes unavailable.
+Added: Interest is payable quarterly, as
+Added: determined by the WFB as the administrative agent.
+Added: Following an amendment to the WF Credit Facility on October 13, 2021, the Loan Agreement
+Added: 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%
+Added: multiplied by daily unused Facility Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility,
+Added: 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
+Added: of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero and, (z) thereafter, 0.50%
+Added: multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater
+Added: of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero.
+Added: Such fee is payable quarterly
+Added: The WF Credit Facility includes the option to downsize the facility by paying a Commitment Reduction Fee.
+Added: The Fee is equal
+Added: to 2.00% of the facility reduction amount prior to the one-year anniversary of the WF Credit Facility Fourth Amendment, and 1.00% thereafter.
+Added: The applicable percentage for the advance rate on PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans
+Added: to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).
+Added: the years ended December 31, 2023, 2022, and 2021, the components of interest expense with respect to the WF Credit Facility were as
+Added: For the Year Ended December 31,
Interest expense
9 unchanged sentences
under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940
−Removed: Act provisions relating to affiliated transactions and custody.
−Removed: The obligations under the Loan Agreement may be accelerated upon the occurrence
−Removed: 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
−Removed: Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own
−Removed: a majority of the membership interests of the Investment Advisor.
+Added: Act provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57, of the 1940 Act).
+Added: The obligations
+Added: under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event
+Added: 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 PSCM
+Added: or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
+Added: Senior Securities
+Added: Information about the Company’s senior securities is shown in
+Added: the following table for the fiscal years ended December 31, 2023, 2022, 2021, and 2020 (in thousands).
+Added: Class and Period Ended
+Added: Total Amount Outstanding Exclusive of Treasury Securities (1) ($ in Millions)
+Added: Asset Coverage per Unit (2)
+Added: Involuntary Liquidating Preference per Unit (3)
+Added: Average Market Value per Unit (4)
+Added: BoA Credit Facility
+Added: December 31, 2023
+Added: December 31, 2022
+Added: December 31, 2021
+Added: December 31, 2020
+Added: WF Credit Facility
+Added: December 31, 2023
+Added: December 31, 2022
+Added: December 31, 2021
+Added: December 31, 2020
+Added: (1) Total amount of each class of senior securities outstanding at the end of the period presented.
+Added: (2) Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.
+Added: Asset coverage per unit is expressed in terms of dollar amounts per $ 1,000 of indebtedness.
+Added: (3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it.
+Added: The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
+Added: (4) Not applicable because such senior securities are not registered for public trading.
Share Transactions
−Removed: Offering Proceeds
−Removed: During the years ended December
−Removed: 31, 2022 and December 31, 2021, the Company issued and sold 1,716,297 shares at an aggregate purchase price of $ 29.2 million and 10,007,526
−Removed: shares at an aggregate purchase price of $ 206.6 million, respectively.
+Added: the years ended December 31, 2023, 2022, and 2021, the Company issued and sold 2,816,166 shares at an aggregate purchase price of $ 46.7
+Added: million, 1,716,297 shares at an aggregate purchase price of $ 29.2 million, and 10,007,526 shares at an aggregate purchase price of $ 206.6
+Added: million, respectively.
These amounts include shares issued in reinvestment.
−Removed: Distribution Reinvestment Plan
−Removed: The Company has adopted a
−Removed: dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s
−Removed: stockholders, unless a stockholder elects to receive cash.
−Removed: As a result, if the Company’s Board authorizes, and the Company declares,
−Removed: a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment
−Removed: plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock,
−Removed: rather than receiving cash dividends and distributions.
−Removed: Prior to a Listing, the Board
−Removed: will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan.
−Removed: The number of shares of
−Removed: 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
−Removed: the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.
−Removed: After a Listing, the Board
−Removed: intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price
−Removed: per share at, below or above net asset value.
−Removed: However, the Board reserves the right to purchase shares in the open market in connection
−Removed: with the implementation of the dividend reinvestment plan.
−Removed: The Board will examine the full facts and circumstances of each such dividend
−Removed: to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment
−Removed: plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including
−Removed: by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s
−Removed: need and usage of reinvested funds.
−Removed: The number of newly issued shares to be issued to a participant would be determined by dividing the
−Removed: total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the
−Removed: close of regular trading on a national securities exchange on the dividend payment date.
−Removed: Shares purchased in open market transactions
−Removed: by US Bank, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated
−Removed: to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s
−Removed: common stock purchased with respect to the dividend.
−Removed: A registered stockholder may
−Removed: elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator
−Removed: no later than the record date for distributions to stockholders.
−Removed: The plan administrator will set up an account for shares acquired through
−Removed: the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
−Removed: There will be no brokerage
−Removed: charges or other charges to stockholders who participate in the plan.
−Removed: The plan administrator’s fees will be paid by the Company.
−Removed: Stockholders who receive dividends
−Removed: and other distributions in the form of stock are generally subject to the same U.S.
−Removed: federal, state and local tax consequences as are stockholders
−Removed: who elect to receive their distributions in cash.
−Removed: However, since a participating stockholder’s cash dividends will be reinvested,
−Removed: such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends.
−Removed: A stockholder’s basis for
−Removed: determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal
−Removed: to the total dollar amount of the distribution payable to the stockholder.
−Removed: Any stock received in a dividend or other distribution will
−Removed: 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.
−Removed: stockholder’s
−Removed: Participants may terminate
−Removed: their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s
−Removed: account under the plan to US Bank.
−Removed: The plan may be terminated by the Company upon notice in writing mailed to each participant at least
−Removed: 30 days prior to any record date for the payment of any dividend by the Company.
−Removed: If participants withdraw from
−Removed: the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered
−Removed: to the participant.
−Removed: If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will
−Removed: not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
+Added: Reinvestment Plan
+Added: Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf
+Added: of the Company’s stockholders, unless a stockholder elects to receive cash.
+Added: As a result, if the Company’s Board authorizes,
+Added: and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s
+Added: dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s
+Added: common stock, rather than receiving cash dividends and distributions.
+Added: to the IPO, the Board primarily used newly-issued shares of the Company’s common stock
+Added: to implement the dividend reinvestment plan.
+Added: The number of shares of common stock to be issued
+Added: to a participant prior to the IPO would be equal to the quotient determined by dividing the
+Added: cash value of the dividend payable to such stockholder by the net asset value per share as
+Added: of the date such dividend was declared.
+Added: the IPO, the Board intends to primarily use newly-issued shares to implement the dividend
+Added: reinvestment plan, whether or not the shares are trading at a price per share at, below or
+Added: above net asset value.
+Added: However, the Board reserves the right to purchase shares in the open
+Added: market in connection with the implementation of the dividend reinvestment plan.
+Added: will examine the full facts and circumstances of each such dividend to determine the approach
+Added: (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend
+Added: reinvestment plan) that is in the best interests of stockholders taking into account the
+Added: Board’s fiduciary duties to stockholders, including by weighing the potential dilution
+Added: in connection with such issuance to be incurred by the Company’s stockholders against
+Added: the Company’s need and usage of reinvested funds ,and, if the Company’s uses
+Added: newly issued shares to implement the dividend reinvestment plan at a time when the shares
+Added: are trading at a price below NAV, the stockholders’ receipt of fewer shares than they
+Added: would have if the Company had effectuated open market purchases.
+Added: The number of newly issued
+Added: shares to be issued to a participant would be determined by dividing the total dollar amount
+Added: of the dividend payable to such stockholder by the market price per share of the Company’s
+Added: common stock at the close of regular trading on a national securities exchange on the dividend
+Added: payment date.
+Added: Shares purchased in open market transactions by Equiniti, the plan administrator
+Added: and the Company’s transfer agent, registrar and dividend disbursing agent, will be
+Added: allocated to a participant based upon the average purchase price, excluding any brokerage
+Added: charges or other charges, of all shares of the Company’s common stock purchased with
+Added: respect to the dividend.
+Added: registered stockholder may elect to receive an entire distribution in cash by notifying Equiniti
+Added: in writing so that such notice is received by the plan administrator no later than the record
+Added: date for distributions to stockholders.
+Added: The plan administrator will set up an account for
+Added: shares acquired through the plan for each stockholder who has not elected to receive dividends
+Added: or other distributions in cash and hold such shares in noncertificated form.
+Added: will be no brokerage charges or other charges to stockholders who participate in the plan.
+Added: The plan administrator’s fees will be
+Added: paid by the Company.
+Added: who receive dividends and other distributions in the form of stock are generally subject to the same U.S.
+Added: federal, state and local tax
+Added: consequences as are stockholders who elect to receive their distributions in cash.
+Added: However, since a participating stockholder’s
+Added: cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends.
+Added: A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the
+Added: Company will generally be equal to the total dollar amount of the distribution payable to the stockholder.
+Added: Any stock received in a dividend
+Added: or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are
+Added: credited to the U.S.
+Added: stockholder’s account.
+Added: may terminate their accounts under the plan by so notifying the plan administrator by submitting
+Added: a letter of instruction terminating the participant’s account under the plan to Equiniti.
+Added: The plan may be terminated by the Company upon notice in writing mailed to each participant
+Added: at least 30 days prior to any record date for the payment of any dividend by the Company.
+Added: participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant
+Added: under the plan to be delivered to the participant.
+Added: If an investor holds common stock with a brokerage firm that does not participate
+Added: in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different terms
+Added: than those described above.
+Added: Market Share Repurchase Plan
+Added: Board authorized the Company to repurchase shares of its common stock through an open-market share repurchase program for up to $ 20 million
+Added: in the aggregate of shares of the Company’s common stock through 12 months from the date of the IPO.
+Added: Pursuant to such authorization
+Added: and concurrently with the closing of the IPO, the Company entered into a share repurchase plan (the “Company Rule 10b5-1 Stock
+Added: Repurchase Plan”) to acquire up to $ 15 million in the aggregate of shares of its common stock, in accordance with the guidelines
+Added: specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act.
+Added: Company Rule 10b5-1 Stock Repurchase Plan is intended to allow the Company to repurchase shares of its common stock at times when it
+Added: otherwise might be prevented from doing so under insider trading laws.
+Added: The Company Rule 10b5-1 Stock Repurchase Plan will require the
+Added: Company’s agent to repurchase shares of the Company’s common stock on the Company’s behalf when the market price per
+Added: share of the Company’s common stock is below the most recently reported NAV per share of common stock (including any updates, corrections
+Added: or adjustments publicly announced by the Company to any previously announced NAV per share).
+Added: Under the Company Rule 10b5-1 Stock Repurchase
+Added: Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume
+Added: restrictions.
+Added: repurchase of shares pursuant to the Company Rule 10b5-1 Stock Repurchase Plan is intended to satisfy the conditions of Rule 10b5-1 and
+Added: Rule 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases
+Added: under certain circumstances.
+Added: Company Rule 10b5-1 Stock Repurchase Plan will commence beginning 60 calendar days following the end of the “restricted period”
+Added: under Regulation M and terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase
+Added: Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company Rule 10b5-1 Stock
+Added: Repurchase Plan equals $ 15 million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase
+Added: The “restricted period” under Regulation M will end upon the closing of the IPO and, therefore, the common stock repurchases/purchases
+Added: described above shall not begin prior to 60 days after the closing of the IPO.
+Added: Rule 10b5-1 Stock Purchase Plan
+Added: addition, PSCM will purchase up to $ 5 million in the aggregate of shares of the Company’s common stock in the open market within
+Added: one year of the date of the IPO if the shares of the Company’s common stock trade below a specific level of NAV per share following
+Added: the completion of the IPO.
+Added: In order to facilitate PSCM’s purchase commitment, concurrently with the closing of the IPO, PSCM entered
+Added: into a share purchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $ 2.5 million of shares
+Added: of the Company’s common stock.
+Added: The purchases of shares pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan will be implemented
+Added: in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act.
+Added: PSCM Rule 10b5-1 Stock Purchase Plan is intended to allow PSCM to purchase shares of the Company’s common stock at times when it
+Added: otherwise might be prevented from doing so under insider trading laws.
+Added: The PSCM Rule 10b5-1 Stock Purchase Plan will require PSCM’s
+Added: agent to purchase shares of common stock on PSCM’s behalf when the market price per share of the Company’s common stock is
+Added: trading below the most recently reported NAV per share of common stock (including any updates, corrections or adjustments publicly announced
+Added: by the Company to any previously announced NAV per share).
+Added: Under the PSCM Rule 10b-1 Stock Purchase Plan, the agent will increase the
+Added: volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions.
+Added: purchase of shares pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule
+Added: 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases
+Added: under certain circumstances.
+Added: PSCM Rule 10b5-1 Stock Purchase Plan will commence beginning 60 calendar days following the end of the “restricted period”
+Added: under Regulation M and terminate upon the earliest to occur of (i) 12 months from the date of the PSCM Rule 10b5-1 Stock Purchase Plan,
+Added: (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the PSCM Rule 10b5-1 Stock Purchase
+Added: Plan equals $ 2.5 million and (iii) the occurrence of certain other events described in the PSCM Rule 10b5-1 Stock Purchase Plan.
+Added: “restricted period” under Regulation M will end upon the closing of the IPO and, therefore, the common stock repurchases/purchases
+Added: described above shall not begin prior to 60 days after the closing of the IPO.
Commitments and Contingencies
−Removed: As of December 31, 2022 and
−Removed: December 31, 2021, the Company had an aggregate of $ 2.6 million and $ 11.3 million, respectively, of unfunded commitments to provide debt
−Removed: financing to its portfolio companies.
−Removed: As of each of December 31, 2022 and December 31, 2021, there were no capital calls or draw requests
−Removed: made by the portfolio companies to fund these commitments.
−Removed: Such commitments are generally up to the Company’s discretion to approve
−Removed: or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit
−Removed: risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected
−Removed: in the Company’s consolidated statement of assets and liabilities.
−Removed: A summary of the composition
−Removed: of the unfunded commitments as of December 31, 2022 is shown in the table below:
−Removed: ARC Falcon I Inc.
+Added: of December 31, 2023 and December 31, 2022, the Company had an aggregate of $ 20.1 million and $ 2.6 million, respectively, of unfunded
+Added: commitments to provide debt financing to its portfolio companies.
+Added: As of each of December 31, 2023 and December 31, 2022, there were no
+Added: capital calls or draw requests made by the portfolio companies to fund these commitments.
+Added: Such commitments are generally up to the Company’s
+Added: discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees,
+Added: elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and
+Added: are not reflected in the Company’s consolidated statement of assets and liabilities.
+Added: summary of the composition of the unfunded commitments as of December 31, 2023 is shown in the table below:
+Added: Accession Risk Management Group,
+Added: Aramsco, Inc.
+Added: B’Laster Holdings, LLC
+Added: Enverus Holdings, Inc.
+Added: Enverus Holdings, Inc.
+Added: ImageFirst Holdings, LLC
+Added: MRI Software LLC
+Added: MRI Software LLC
+Added: OMNIA Partners, LLC
+Added: Patriot Growth Insurance Services, LLC
+Added: PT Intermediate Holdings III, LLC
+Added: Tank Holding Corp.
Total unfunded commitments
1 unchanged sentence
These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
−Removed: A summary of the composition
−Removed: of the unfunded commitments as of December 31, 2021 is shown in the table below:
+Added: summary of the composition of the unfunded commitments as of December 31, 2022 is shown in the table below:
ARC Falcon I Inc.
−Removed: Aveanna Healthcare LLC
−Removed: Culligan Water
−Removed: Medical Solutions L.L.C.
−Removed: National Mentor Holdings, Inc.
−Removed: PT Intermediate Holdings III LLC
−Removed: RSC Acquisition, Inc.
−Removed: Sovos Compliance, LLC
Total unfunded commitments
−Removed: Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics.
−Removed: These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
−Removed: From time to time, the Company
−Removed: may become a party to certain legal proceedings incidental to the normal course of its business.
−Removed: As of December 31, 2022, management is
−Removed: not aware of any pending or threatened litigation.
+Added: are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics.
+Added: amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
+Added: time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business.
+Added: As of December
+Added: 31, 2023, management is not aware of any pending or threatened litigation.
Earnings Per Share
−Removed: In accordance with the provisions
−Removed: of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available
−Removed: to common stockholders by the weighted average number of shares outstanding during the period.
−Removed: Other potentially dilutive common shares,
−Removed: and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
−Removed: As of each of December 31,
−Removed: 2022 and as of December 31, 2021, there were no dilutive shares.
−Removed: The following table sets forth
−Removed: the computation of basic and diluted earnings per share of common stock for the years ended December 31, 2022 and December 31, 2021:
−Removed: For the Year Ended
−Removed: Net increase (decrease) in net assets resulting from operations
+Added: accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed
+Added: by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period.
+Added: Other potentially
+Added: dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
+Added: of each of December 31, 2023, 2022, and 2021, there were no dilutive shares.
+Added: following table sets forth the computation of basic and diluted earnings per share of common stock for the years ended December 31, 2023,
+Added: 2022, and 2021:
+Added: the Year Ended December 31,
+Added: increase (decrease) in net assets resulting from operations
$ 107,835,651
+Added: $ ( 74,482,335 )
Weighted average shares of common stock outstanding - basic and diluted
Earnings (loss) per share of common stock - basic and diluted
−Removed: The Company intends to elect
−Removed: to be treated as a RIC under the Internal Revenue Code (“Code”) for its taxable year end December 31, 2022.
−Removed: As a RIC, the
−Removed: Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to its stockholders
−Removed: as a dividend.
−Removed: The Company anticipates distributing substantially all of its taxable income and gains, within the Subchapter M rules,
−Removed: and thus the Company anticipates that it will not incur any federal or state income tax at the RIC level.
−Removed: As a RIC, the Company is also
−Removed: subject to a federal excise tax based on distributive requirements of its taxable income on a calendar year basis (e.g., calendar year
−Removed: Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess
−Removed: of current year distributions into the next tax year and pay a 4 % excise tax on such income, to the extent required.
−Removed: The permanent differences
−Removed: for tax purposes from distributable earnings to additional paid in capital were reclassified for tax purposes for the tax years ended
−Removed: December 31, 2022 and December 31, 2021.
+Added: Company intends to elect to be treated as a RIC under the Internal Revenue Code (“Code”) for its taxable year end December
+Added: As a RIC, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently
+Added: to its stockholders as a dividend.
+Added: The Company anticipates distributing substantially all of its taxable income and gains, within the
+Added: Subchapter M rules, and thus the Company anticipates that it will not incur any federal or state income tax at the RIC level.
+Added: the Company is also subject to a federal excise tax based on distributive requirements of its taxable income on a calendar year basis
+Added: (e.g., calendar year 2023).
+Added: Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable
+Added: income in excess of current year distributions into the next tax year and pay a 4 % excise tax on such income, to the extent required.
+Added: permanent differences for tax purposes from distributable earnings to additional paid in capital were reclassified for tax purposes for
+Added: the tax years ended December 31, 2023, 2022, and 2021.
These reclassifications have no impact on net assets.
−Removed: Year Ended December 31,
−Removed: Increase (decrease) in distributable earnings
+Added: Ended December 31,
+Added: Increase (decrease) in distributable
Increase (decrease) in capital in excess of par value
−Removed: The following reconciles net
−Removed: increase in net assets resulting from operations to taxable income for the years ended December 31, 2022 and December 31, 2021:
−Removed: Year Ended December 31,
−Removed: Net increase (decrease) in net assets resulting from operations
+Added: following reconciles net increase in net assets resulting from operations to taxable income for the years ended December 31, 2023, 2022,
+Added: Ended December 31,
+Added: Net increase (decrease) in net
+Added: assets resulting from operations
$ 107,835,651
−Removed: Net change in unrealized appreciation (depreciation) from investments
+Added: $ ( 74,482,335 )
+Added: Net change in unrealized appreciation (depreciation)
+Added: from investments
+Added: ( 52,563,544 )
Other book tax differences
−Removed: Taxable income before deductions for distributions
−Removed: Year Ended December 31,
+Added: Taxable income before
+Added: deductions for distributions
+Added: Ended December 31,
Distributions paid from:
2 unchanged sentences
Return of Capital
−Removed: For the years ended December
−Removed: 31, 2022 and December 31, 2021, the components of accumulated earnings on a tax basis were as follows:
+Added: the years ended December 31, 2023, 2022, and 2021, the components of accumulated earnings on a tax basis were as follows:
Undistributed net investment income (loss)
Undistributed capital gains
+Added: Capital loss carryforward
+Added: ( 9,042,947 )
Other accumulated gain (loss)
+Added: ( 7,575,518 )
Net unrealized appreciation (depreciation)
1 unchanged sentence
( 102,926,664 )
−Removed: Capital losses can be carried
−Removed: forward indefinitely to offset future capital gains.
−Removed: As of December 31, 2022 and December 31, 2021, the Company had no capital loss carryforwards.
−Removed: As of December 31, 2022 and
−Removed: December 31, 2021, the Company’s aggregate unrealized appreciation and depreciation on investments based on cost for U.S.
−Removed: income tax purposes was as follows:
$ ( 58,734,816 )
$ ( 110,502,182 )
+Added: losses can be carried forward indefinitely to offset future capital gains.
+Added: As of December 31, 2023, the Company had $ 9,042,947 in capital
+Added: loss carryforwards.
+Added: As of December 31, 2022, and 2021, the Company had no capital loss carryforwards.
+Added: of December 31, 2023, 2022, and 2021, the Company’s aggregate unrealized appreciation and depreciation on investments based on
+Added: cost for U.S.
+Added: federal income tax purposes was as follows:
+Added: $ 1,158,548,300
+Added: $ 1,120,121,398
+Added: $ 1,188,452,438
Gross unrealized appreciation
1 unchanged sentence
( 59,138,207 )
+Added: ( 103,934,928 )
+Added: ( 3,542,964 )
Net unrealized appreciation/(depreciation) on investments
$ ( 49,754,535 )
−Removed: The Company adopted FASB ASC
−Removed: Topic 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) as of January 23, 2020, commencement of operations.
−Removed: ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated
−Removed: financial statements.
−Removed: ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s
−Removed: tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority.
−Removed: The Company recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be
−Removed: sustained assuming examination by tax authorities.
−Removed: As of December 31, 2022, management has analyzed the Company’s tax positions,
−Removed: and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Company’s
−Removed: current year tax return.
−Removed: The Company identifies its major tax jurisdiction as U.S.
−Removed: The 2020-2022
−Removed: tax years remain subject to examination by U.S.
+Added: $ ( 102,926,664 )
+Added: Company adopted FASB ASC Topic 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) as of January 23, 2020,
+Added: commencement of operations.
+Added: ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and
+Added: disclosed in the consolidated financial statements.
+Added: ASC 740 requires the evaluation of tax positions taken or expected to be taken in
+Added: the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not”
+Added: of being sustained by the applicable tax authority.
+Added: The Company recognizes the tax benefits of uncertain tax positions only where the
+Added: position is “more likely than not” to be sustained assuming examination by tax authorities.
+Added: As of December 31, 2023, management
+Added: has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded
+Added: related to uncertain tax positions taken in the Company’s current year tax return.
+Added: The Company identifies its major tax jurisdiction
+Added: The 2020-2023 tax years remain subject to examination by U.S.
federal, state and local authorities.
−Removed: Management’s determinations regarding ASC
−Removed: 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax
−Removed: laws, regulations and interpretations thereof.
+Added: determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited
+Added: to, an ongoing analysis of tax laws, regulations and interpretations thereof.
Financial Highlights
−Removed: The following per share of common
−Removed: stock data has been derived from information provided in the consolidated financial statements.
−Removed: The following is a schedule of financial
−Removed: highlights for the years ended December 31, 2022 and December 31, 2021, and for the period January 23, 2020 (Commencement of Operations) through
−Removed: December 31, 2020:
−Removed: For the Year Ended
+Added: following per share of common stock data has been derived from information provided in the consolidated financial statements.
+Added: The following
+Added: is a schedule of financial highlights for the years ended December 31, 2023, 2022, and 2021, and for the period January 23, 2020 (Commencement
+Added: of Operations) through December 31, 2020:
For the Period
1 unchanged sentence
of Operations)
−Removed: Per Common Share Operating Performance
−Removed: Net Asset Value, Beginning of Period
+Added: the Year Ended December 31,
+Added: Share Operating Performance
+Added: Asset Value, Beginning of Period
Results of Operations:
−Removed: Net Investment Income (1)
−Removed: Net Realized and Unrealized Gain (Loss) on Investments (1)(4)
−Removed: Net Increase (Decrease) in Net Assets Resulting from Operations
−Removed: Distributions to Common Stockholders
−Removed: Distributions from Net Investment Income
−Removed: Distributions from Realized Gains
−Removed: Net Decrease in Net Assets Resulting from Distributions
−Removed: Net Asset Value, End of Period
−Removed: Shares Outstanding, End of Period
−Removed: Ratio/Supplemental Data
−Removed: Net assets, end of period
+Added: Investment Income (1)
+Added: Realized and Unrealized Gain (Loss) on Investments (4)
+Added: Increase (Decrease) in Net Assets Resulting from Operations
+Added: Distributions
+Added: to Common Stockholders
+Added: Distributions
+Added: from Net Investment Income
+Added: Distributions
+Added: from Realized Gains
+Added: Decrease in Net Assets Resulting from Distributions
+Added: Asset Value, End of Period
+Added: Shares Outstanding,
+Added: End of Period
+Added: Ratio/Supplemental
+Added: Net assets, end
$ 461,955,393
1 unchanged sentence
$ 452,797,588
−Removed: Weighted-average shares outstanding
−Removed: Total Return (3)
−Removed: Portfolio turnover
−Removed: Ratio of operating expenses to average net assets without waiver (2)
−Removed: Ratio of operating expenses to average net assets with waiver (2)
−Removed: Ratio of net investment income (loss) to average net assets without waiver (2)
−Removed: Ratio of net investment income (loss) to average net assets with waiver (2)
+Added: Weighted-average
+Added: shares outstanding
+Added: of operating expenses to average net assets without waiver (2)
+Added: of operating expenses to average net assets with waiver (2)
+Added: of net investment income (loss) to average net assets without waiver (2)
+Added: of net investment income (loss) to average net assets with waiver (2)
(1) The per common share data was derived by using weighted average shares outstanding.
4 unchanged sentences
(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.
−Removed: Selected Quarterly Financial Data
−Removed: The following are the quarterly
−Removed: results of operations for the years ended December 31, 2022 and December 31, 2021.
−Removed: The following information reflects all normal recurring
−Removed: adjustments necessary for a fair presentation of the information for the periods presented.
−Removed: The operating results for any quarter are
−Removed: not necessarily indicative of results for any future period.
−Removed: For the Three Months Ended
+Added: Selected Quarterly Financial Data (Unaudited)
+Added: following are the quarterly results of operations for the years ended December 31, 2023, 2022, and 2021.
+Added: The following information reflects
+Added: all normal recurring adjustments necessary for a fair presentation of the information for the periods presented.
+Added: The operating results
+Added: for any quarter are not necessarily indicative of results for any future period.
+Added: the Three Months Ended
September 30,
1 unchanged sentence
Net investment income (loss)
−Removed: Net realized gain (loss) on investments, and foreign currency transactions
+Added: gain (loss) on investments, and foreign currency transactions
( 2,103,618 )
−Removed: Net unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts
+Added: change in unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts
+Added: Increase (decrease) in
+Added: net assets resulting from operations
+Added: Net asset value per share as of the end
+Added: of the quarter
+Added: the Three Months Ended
+Added: September 30,
+Added: Investment income
+Added: Net investment income (loss)
+Added: gain (loss) on investments, and foreign currency transactions
( 6,776,866 )
+Added: change in unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts
( 11,731,503 )
1 unchanged sentence
( 16,711,415 )
−Removed: Increase (decrease) in net assets resulting from operations
( 4,595,166 )
+Added: Increase (decrease) in
+Added: net assets resulting from operations
$ ( 3,430,800 )
$ ( 65,332,117 )
−Removed: Net asset value per share as of the end of the quarter
−Removed: For the Three Months Ended
+Added: $ ( 6,755,673 )
+Added: Net asset value per share as of the end
+Added: of the quarter
+Added: the Three Months Ended
September 30,
1 unchanged sentence
Net investment income (loss)
−Removed: Net realized gain (loss) on investments, and foreign currency transactions
−Removed: Net unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts
+Added: gain (loss) on investments, and foreign currency transactions
+Added: change in unrealized gain (loss) on investments, foreign currency translations, and foreign currency contracts
( 1,826,413 )
1 unchanged sentence
( 4,156,148 )
−Removed: Increase (decrease) in net assets resulting from operations
−Removed: Net asset value per share as of the end of the quarter
+Added: Increase (decrease) in
+Added: net assets resulting from operations
+Added: Net asset value per share as of the end
+Added: of the quarter
Subsequent Events
−Removed: The Company’s management
−Removed: has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein.
−Removed: There have been
−Removed: no subsequent events that require recognition or disclosure in these consolidated financial statements except for the following:
−Removed: Issuance of Common Stock
−Removed: On January 1, 2023, the Company issued and sold 86,898 shares of its
−Removed: common stock at an aggregate purchase price of $ 1.3 million.
−Removed: The issuance of the shares of common stock was exempt from the registration
−Removed: requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
−Removed: On February 1, 2023, the Company issued and sold 34,639 shares of its
−Removed: common stock at an aggregate purchase price of $ 554.2 thousand.
−Removed: The issuance of the shares of common stock was exempt from the registration
−Removed: requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
−Removed: As of March 1, 2023, the Company
−Removed: sold approximately $ 9.25 million of shares of its common stock (with the final number of shares of common stock to be determined based
−Removed: on the to-be-determined net asset value per share).
−Removed: The offer and sale of the shares of common stock was exempt from the registration
−Removed: requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.
−Removed: Unfunded Capital Commitments
−Removed: As of February 21, 2023, Vocus
−Removed: Group was fully funded for $ 2.0 million.
−Removed: Change in Interest Rate on the BoA Credit Facility
−Removed: On February 3, 2023, the Company
−Removed: entered into an omnibus amendment to the BoA Credit Facility that, among other things:
−Removed: (i) removes LIBOR transition language, (ii) replaces
−Removed: eurocurrency rate loans with SOFR loans for which the spread over the base rate increased from 1.30% to (a) with respect to any SOFR Loan
−Removed: with a term of one month, 1.40%, and (b) with a term of three months, 1.45%, and (iv) with respect to any base rate loan, such base rate
−Removed: Distributions
−Removed: On December 30, 2022, the
−Removed: Company declared a distribution of $ 0.64 per share, or $ 15,183,248 , of which a cash distribution of $ 6,941,066 was paid on January 13,
−Removed: 2023 and the remainder was paid in common stock through the Company’s dividend reinvestment plan.
−Removed: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
−Removed: ON ACCOUNTING AND FINANCIAL DISCLOSURE
−Removed: Not Applicable.
+Added: Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included
+Added: There have been no subsequent events that require recognition or disclosure in these consolidated financial statements except
+Added: for the following:
+Added: Public Offering
+Added: On January 22, 2024, the Company completed its IPO, issuing 5,450,000
+Added: shares of common stock, par value $ 0.001 , at a public offering price of $ 16.45 per share.
+Added: Total net proceeds were $ 89,652,500 .
+Added: The Company’s
+Added: common stock began trading on the New York Stock Exchange under the symbol “PSBD” on January 18, 2024.
+Added: Proceeds from this
+Added: offering were primarily used to make investments in accordance with the Company’s investment objectives and strategies.
+Added: Capital Commitments
+Added: of January 24, 2024, OMNIA Partners, LLC was fully funded for $ 223,269 .
+Added: of January 31, 2024, $ 33,214 of the outstanding commitment to Accession Risk Management Group Inc.
+Added: The balance of the remaining
+Added: unfunded commitment is $ 2,424,643 .
+Added: of February 8, 2024, $ 41,439 of the outstanding commitment to Aptean Inc.
+Added: The balance of the remaining unfunded commitment
+Added: is $ 810,041 .
+Added: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.