UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 000-56126
Palmer
Square Capital BDC Inc.
(Exact
name of registrant as specified in its charter)
Maryland 84-3665200
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
1900 Shawnee Mission Parkway , Suite 315 ,
Mission Woods , KS 66205
(Address of principal executive offices) (Zip Code)
(816)
994-3200
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.001 per share PSBD New York Stock Exchange
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☐
Emerging growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 8, 2024, the
registrant had 32,623,979 shares of common stock, $0.001 par value per share, outstanding.
Table
of Contents
Page
PART
I.
FINANCIAL
INFORMATION
1
Item
1.
Consolidated
Financial Statements (Unaudited)
1
Consolidated
Statements of Assets and Liabilities as of June 30, 2024 (Unaudited) and December 31, 2023
1
Consolidated
Statements of Operations for the Three and Six Months Ended June 30, 2024 and June 30, 2023 (Unaudited)
2
Consolidated
Statements of Changes in Net Assets for the Three Months and Six Months Ended June 30, 2024 and June 30, 2023 (Unaudited)
3
Consolidated
Statements of Cash Flows for the Six Months Ended June 30, 2024 and June 30, 2023 (Unaudited)
4
Consolidated
Schedules of Investments as of June 30, 2024 (Unaudited) and December 31, 2023
5
Notes
to Consolidated Financial Statements (Unaudited)
32
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
54
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
70
Item
4.
Controls
and Procedures
71
PART II.
OTHER
INFORMATION
72
Item
1.
Legal
Proceedings
72
Item
1A.
Risk
Factors
72
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds
73
Item
3.
Defaults
Upon Senior Securities
73
Item
4.
Mine
Safety Disclosures
73
Item
5.
Other
Information
73
Item
6.
Exhibits
74
Signatures
75
i
PART
I—FINANCIAL INFORMATION
Item
1. Consolidated Financial Statements.
Palmer
Square Capital BDC Inc.
Consolidated
Statements of Assets and Liabilities
(Unaudited)
June 30,
2024
(Unaudited)
December 31,
2023
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $ 1,474,597,939 and $ 1,159,135,422 , respectively)
$ 1,431,576,768
$ 1,108,810,753
Cash and cash equivalents
14,788,774
2,117,109
Receivables:
Receivable for sales of investments
15,048
97,141
Receivable for paydowns of investments
637,142
344,509
Due from investment adviser
39,589
1,718,960
Dividend receivable
263,924
301,637
Interest receivable
11,252,844
8,394,509
Prepaid expenses and other assets
167,101
30,100
Total Assets
$ 1,458,741,190
$ 1,121,814,718
Liabilities:
Credit facilities (net of deferred financing costs of $ 6,174,013 and $ 3,211,510 , respectively) (Note 6)
$ 519,866,053
$ 641,828,805
Notes (net of deferred financing costs of $ 1,793,514 ) (Note 6)
300,524,027
-
Payables:
Payable for investments purchased
68,240,383
14,710,524
Distributions payable
15,306,680
-
Management fee payable
2,450,079
2,252,075
Incentive fee payable
2,249,954
-
Accrued other general and administrative expenses
1,313,783
1,067,921
Total Liabilities
$ 909,950,959
$ 659,859,325
Commitments and contingencies (Note 9)
Net Assets:
Common Shares, $ 0.001 par value; 450,000,000 shares authorized; 32,567,405 and 27,102,794 , issued and outstanding as of June 30, 2024 and December 31, 2023
$ 32,567
$ 27,103
Additional paid-in capital
610,557,076
520,663,106
Total distributable earnings (accumulated deficit)
( 61,799,412 )
( 58,734,816 )
Total Net Assets
$ 548,790,231
$ 461,955,393
Total Liabilities and Net Assets
$ 1,458,741,190
$ 1,121,814,718
Net Asset Value Per Common Share
$ 16.85
$ 17.04
The
accompanying notes are an integral part of these consolidated financial statements.
1
Palmer
Square Capital BDC Inc.
Consolidated
Statements of Operations
(Unaudited)
For the Three Months
Ended June 30
For the Six Months Ended
June 30
2024
2023
2024
2023
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income
$ 35,278,431
$ 26,166,621
$ 68,486,203
$ 51,619,359
Dividend income
805,031
1,142,016
2,059,727
1,818,884
Payment-in-kind interest income
182,116
-
234,303
-
Other income
283,918
133,227
554,206
189,122
Total investment income from non-controlled, non-affiliated investments
36,549,496
27,441,864
71,334,439
53,627,365
Total Investment Income
36,549,496
27,441,864
71,334,439
53,627,365
Expenses:
Incentive fees
2,249,954
-
4,174,706
-
Interest expense
14,997,028
10,874,884
28,175,858
21,197,013
Management fees
2,450,079
2,046,014
4,866,318
3,958,241
Professional fees
398,080
207,282
636,023
419,276
Directors fees
37,295
18,699
74,590
37,192
Other general and administrative expenses
659,209
350,618
1,381,375
717,624
Total Expenses
20,791,645
13,497,497
39,308,870
26,329,346
Less: Management fee waiver (Note 3)
-
( 255,752 )
( 50,511 )
( 494,780 )
Net expenses
20,791,645
13,241,745
39,258,359
25,834,566
Net Investment Income (Loss)
15,757,851
14,200,119
32,076,080
27,792,799
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments
( 9,411,924 )
( 2,570 )
( 11,148,255 )
( 320,015 )
Total net realized gains (losses)
( 9,411,924 )
( 2,570 )
( 11,148,255 )
( 320,015 )
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
( 1,033,114 )
9,743,113
7,265,128
24,556,200
Total net change in unrealized gains (losses)
( 1,033,114 )
9,743,113
7,265,128
24,556,200
Total realized and unrealized gains (losses)
( 10,445,038 )
9,740,543
( 3,883,127 )
24,236,185
Net Increase (Decrease) in Net Assets Resulting from Operations
$ 5,312,813
$ 23,940,662
$ 28,192,953
$ 52,028,984
Per Common Share Data:
Basic and diluted net investment income per common share
$ 0.48
$ 0.56
$ 1.00
$ 1.11
Basic and diluted net increase (decrease) in net assets resulting from operations
$ 0.16
$ 0.94
$ 0.88
$ 2.08
Weighted Average Common Shares Outstanding - Basic and Diluted
32,569,280
25,453,970
32,081,916
25,025,158
The
accompanying notes are an integral part of these consolidated financial statements.
2
Palmer Square
Capital BDC Inc.
Consolidated
Statements of Changes in Net Assets
(Unaudited)
For the Three Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$ 15,757,851
$ 14,200,119
$ 32,076,080
$ 27,792,799
Net realized gains (losses) on investments and foreign currency transactions
( 9,411,924 )
( 2,570 )
( 11,148,255 )
( 320,015 )
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
( 1,033,114 )
9,743,113
7,265,128
24,556,200
Net Increase (Decrease) in Net Assets Resulting from Operations
5,312,813
23,940,662
28,192,953
52,028,984
Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders
( 15,306,680 )
( 13,183,368 )
( 31,257,549 )
( 13,183,368 )
Net Decrease in Net Assets Resulting from Stockholder Distributions
( 15,306,680 )
( 13,183,368 )
( 31,257,549 )
( 13,183,368 )
Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
-
6,200,000
89,652,500
17,304,225
Shares issued in connection with dividend reinvestment plan (Note 7)
593,206
6,935,473
593,206
6,935,473
Repurchase of common shares
( 346,272 )
-
( 346,272 )
-
Net Increase in Net Assets Resulting from Capital Share Transactions
246,934
13,135,473
89,899,434
24,239,698
Total Increase (Decrease) in Net Assets
( 9,746,933 )
23,892,767
86,834,838
63,085,314
Net Assets, Beginning of Period
558,537,164
402,636,029
461,955,393
363,443,482
Net Assets, End of Period
$ 548,790,231
$ 426,528,796
$ 548,790,231
$ 426,528,796
The
accompanying notes are an integral part of these consolidated financial statements.
3
Palmer
Square Capital BDC Inc.
Consolidated
Statements of Cash Flows
(Unaudited)
For the Six Months
Ended June 30
2024
2023
Net increase (decrease) in net assets resulting from operations
$ 28,192,953
$ 52,028,984
Adjustments to reconcile net increase (decrease) in net
assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments
11,148,255
320,015
Net change in unrealized (gains)/losses on investments
( 7,265,128 )
( 24,556,200 )
Net accretion of discount on investments
( 914,811 )
( 856,346 )
Payment-in-kind interest
( 234,303 )
-
Purchases of short-term investments
( 547,865,017 )
( 360,234,199 )
Purchases of portfolio investments
( 535,784,227 )
( 110,130,547 )
Proceeds from sale of short-term investments
548,565,867
313,870,724
Proceeds from sale of portfolio investments
209,583,349
135,954,079
Amortization of deferred financing cost
698,939
494,302
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments
82,093
31,014,356
(Increase)/decrease in interest and dividends receivable
( 2,820,622 )
( 1,366,204 )
(Increase)/decrease in due from investment adviser
1,679,371
( 21,650 )
(Increase)/decrease in receivable for paydowns of investments
( 292,633 )
( 475,531 )
(Increase)/decrease in prepaid expenses and other assets
( 137,001 )
( 2,603,082 )
Increase/(decrease) in interest payable on credit facilities
736,352
2,586,844
Increase/(decrease) in payable for investments purchased
53,529,859
( 17,988,152 )
Increase/(decrease) in management fees payable
198,004
173,199
Increase/(decrease) in incentive fee payable
2,249,954
-
Increase/(decrease) in accrued other general and administrative expenses
245,862
( 214,987 )
Net cash provided by (used in) operating activities
( 238,402,884 )
17,995,605
Cash Flows from Financing Activities:
Borrowings
on the credit facilities
187,900,000
10,500,000
Payments
on the credit facilities
( 305,319,060 )
( 27,500,000 )
Borrowings
on the notes
300,000,000
-
Payments
of debt issuance costs
( 5,454,956 )
( 25,082 )
Distributions
paid in cash
( 15,950,869 )
( 13,188,961 )
Proceeds from issuance of common shares, net of change in subscriptions receivable of $
89,652,500
17,304,225
Purchase of common shares for dividend reinvestment plan
593,206
-
Repurchase of common shares
( 346,272 )
-
Net cash provided by (used in) financing activities
251,074,549
( 12,909,818 )
Net increase/(decrease) in cash and cash equivalents
12,671,665
5,085,787
Cash and cash equivalents, beginning of period
2,117,109
1,650,801
Cash and cash equivalents, end of period
$ 14,788,774
$ 6,736,588
Supplemental and Non-Cash Information:
Interest paid during the period
$ 27,439,506
$ 18,610,169
Distributions declared during the period
$ 31,257,549
$ 13,183,368
Reinvestment of distributions during the period
$ -
$ 6,935,473
Distributions payable
$ 15,306,680
$ -
The
accompanying notes are an integral part of these consolidated financial statements.
4
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Debt Investments
First Lien Senior Secured(2)
888 Holdings PLC (4)(6)(8) Hotels, Restaurants and Leisure 10.58 % (S +CSA + 5.25 %) 7/8/2028 $ 9,354,296 $ 9,083,372 $ 9,335,587 1.8 %
AAdvantage Loyalty IP Ltd. (4)(8) Insurance 10.34 % (S +CSA + 4.75 %) 4/20/2028 3,000,000 2,980,050 3,103,126 0.7 %
AccentCare, Inc. (6)(8) Healthcare Providers and Services 9.33 % (S + 4.00 %) 9/20/2028 5,879,982 5,880,787 4,997,984 0.9 %
Accession Risk Management Group, Inc. (10) Insurance 11.35 % (S + 6.00 %) 11/1/2029 274,286 245,855 272,527 0.0 %
Accession Risk Management Group, Inc. Insurance 11.33 % (S + 6.00 %) 11/1/2029 2,284,980 2,284,980 2,279,268 0.4 %
Accession Risk Management Group, Inc. Insurance 10.98 % (S +CSA + 5.50 %) 11/1/2029 794,146 778,132 794,146 0.1 %
Accession Risk Management Group, Inc. (7) Insurance 10.98 % (S +CSA + 5.50 %) 11/1/2029 6,098,122 6,058,803 6,098,122 1.1 %
Acrisure, LLC (6)(8) Insurance 8.94 % (L + 3.50 %) 2/15/2027 13,695,837 13,666,234 13,695,906 2.5 %
Ahead DB Holdings, LLC (6)(8) IT Services 9.58 % (S + 4.25 %) 2/1/2031 4,470,000 4,428,732 4,490,271 0.8 %
AI Aqua Merger Sub, Inc., (6)(7)(8) Food Products 9.33 % (S + 4.00 %) 7/31/2028 10,530,772 10,532,336 10,561,416 1.9 %
Aimbridge Acquisition Co., Inc. (6)(8) Hotels, Restaurants and Leisure 9.21 % (S +CSA + 3.75 %) 2/2/2026 8,142,462 7,990,014 7,975,541 1.5 %
Alliant Holdings Intermediate LLC (6)(8) Insurance 8.84 % (S + 3.50 %) 11/6/2030 2,366,714 2,366,510 2,375,211 0.4 %
Allied Universal Holdco LLC (6)(8) Professional Services 9.19 % (S +CSA + 3.75 %) 5/12/2028 9,792,155 9,774,231 9,765,569 1.8 %
Allspring Buyer LLC (8) Diversified Financial Services 9.38 % (S + 4.00 %) 11/1/2028 1,492,405 1,489,234 1,494,741 0.3 %
Amentum Government Services Holdings LLC (6)(8) Aerospace and Defense 9.34 % (S + 4.00 %) 2/15/2029 5,880,000 5,863,168 5,913,075 1.1 %
American Rock Salt Company LLC (6) Metals and Mining 9.61 % (S + 4.00 %) 6/9/2028 5,824,874 5,820,828 5,009,392 0.9 %
Amynta Agency Borrower Inc. (Amynta Warranty Borrower Inc.) (6)(8) Insurance 9.09 % (S +CSA + 3.75 %) 2/28/2028 10,517,454 10,357,483 10,555,948 1.9 %
Ankura Consulting Group, LLC (6) Professional Services 9.56 % (S + 4.25 %) 3/17/2028 4,389,000 4,389,000 4,406,380 0.8 %
AP Gaming I, LLC (4)(6)(8) Hotels, Restaurants and Leisure 9.09 % (S + 3.75 %) 2/15/2029 8,329,645 8,242,464 8,399,947 1.5 %
Aptean Inc (7)(11) Software 10.57 % (S + 5.25 %) 1/30/2031 41,439 33,235 44,249 0.0 %
Aptean Inc (7) Software 10.59 % (S + 5.25 %) 1/30/2031 4,711,640 4,663,065 4,705,908 0.9 %
AQA Acquisition Holding, Inc. (6)(8) Software 9.84 % (S +CSA + 4.25 %) 3/3/2028 10,297,493 10,229,895 10,336,109 1.9 %
Aramsco, Inc. (7) Machinery 10.08 % (S + 4.75 %) 10/10/2030 5,350,946 5,263,680 5,372,571 1.0 %
ARC Falcon I Inc. (6)(8) Chemicals 8.94 % (S +CSA + 3.50 %) 8/31/2028 7,119,905 7,097,290 7,105,273 1.3 %
5
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Aretec Group, Inc. (6)(8) Diversified Financial Services 9.34 % (S + 4.00 %) 8/9/2030 8,942,475 8,814,414 8,988,126 1.6 %
Aruba Investments, Inc. (6)(8) Chemicals 9.44 % (S +CSA + 4.00 %) 10/28/2027 7,974,385 7,937,220 7,924,545 1.4 %
Ascend Learning, LLC (6)(8) Professional Services 8.94 % (S +CSA + 3.50 %) 11/18/2028 10,297,194 10,231,993 10,299,923 1.9 %
Aspire Bakeries Holdings, LLC (8) Food Products 9.59 % (S + 4.25 %) 12/13/2030 2,992,500 2,964,618 3,003,722 0.5 %
AssuredPartners, Inc (6)(8) Insurance 8.84 % (S + 3.50 %) 2/14/2031 9,975,000 9,962,877 10,012,406 1.8 %
Asurion, LLC Insurance 8.71 % (S +CSA + 3.25 %) 12/23/2026 2,984,536 2,943,225 2,963,808 0.5 %
Asurion, LLC (6)(8) Insurance 8.71 % (S +CSA + 3.25 %) 7/30/2027 4,974,293 4,941,395 4,897,366 0.9 %
Athletico Management, LLC (6) Healthcare Providers and Services 9.73 % (S +CSA + 4.25 %) 2/2/2029 7,080,500 7,056,896 5,904,819 1.2 %
Autokiniton US Holdings, Inc. (6)(7)(8) Auto Components 9.46 % (S +CSA + 4.00 %) 4/6/2028 8,011,433 8,016,294 8,065,791 1.5 %
Aveanna Healthcare LLC (4)(6) Healthcare Providers and Services 9.20 % (S +CSA + 3.75 %) 6/30/2028 5,070,319 5,039,239 4,867,532 0.9 %
Bach Finance Limited (4)(8) Diversified Consumer Services 9.10 % (S + 3.75 %) 2/26/2031 2,000,000 1,995,759 2,019,250 0.4 %
Barracuda Networks, Inc. (6)(8) Software 9.81 % (S + 4.50 %) 8/15/2029 10,372,348 10,133,567 10,367,837 1.9 %
B’laster Holdings, LLC (7) Chemicals 10.80 % (S + 5.50 %) 10/16/2029 4,422,250 4,336,308 4,414,524 0.8 %
Boxer Parent Company, Inc. (6)(8) Software 9.34 % (S + 4.00 %) 12/29/2028 9,950,000 9,904,943 9,982,835 1.8 %
Carroll County Energy LLC (6) Independent Power and Renewable Electricity Producers 9.33 % (S + 4.25 %) 6/20/2031 5,000,000 4,950,000 5,006,250 0.9 %
Castle US Holding Corporation (7) Professional Services 9.36 % (S +CSA + 3.75 %) 1/27/2027 1,949,474 1,944,671 1,222,076 0.2 %
Castle US Holding Corporation (6)(7) Professional Services 9.61 % (S +CSA + 4.00 %) 1/31/2027 5,960,650 5,925,573 3,749,637 0.7 %
CCI Buyer, Inc. (6)(7)(8) Wireless Telecommunication Services 9.33 % (S + 4.00 %) 12/17/2027 9,676,111 9,670,614 9,698,028 1.8 %
6
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
CCS-CMGC Holdings, Inc. (6) Healthcare Providers and Services 11.11 % (S +CSA + 5.50 %) 10/1/2025 5,272,028 5,248,252 3,387,752 0.6 %
CDK Global (8) Software 8.58 % (S + 3.25 %) 7/6/2029 3,970,000 3,866,144 3,924,107 0.7 %
Cengage Learning Acquisitions, Inc. (fka TL Acquisitions, Inc.) (4)(6)(8) Diversified Consumer Services 9.54 % (S + 4.25 %) 3/18/2031 5,985,000 5,942,829 6,009,329 1.1 %
Congruex Group LLC (7) Construction and Engineering 11.23 % (S +CSA + 5.75 %) 4/28/2029 6,125,000 6,010,961 4,767,302 0.9 %
Connectwise LLC (6)(8) IT Services 9.10 % (S +CSA + 3.50 %) 9/29/2028 10,784,694 10,775,336 10,725,378 2.0 %
Consolidated Communications, Inc. (4)(6)(8) Diversified Telecommunication Services 8.96 % (S +CSA + 3.50 %) 10/2/2027 8,428,009 7,997,256 8,055,196 1.5 %
ConvergeOne Holdings, Inc. (6)(7) IT Services 11.09 % (S + 5.75 %) 6/4/2030 1,737,165 1,700,049 1,724,136 0.3 %
Corelogic, Inc. (6)(8) Internet Software and Services 8.96 % (S +CSA + 3.50 %) 6/29/2028 9,769,770 9,708,626 9,640,662 1.8 %
CP Atlas Buyer, Inc (6)(8) Building Products 9.19 % (S +CSA + 3.75 %) 11/23/2027 6,792,045 6,724,567 6,641,533 1.2 %
CPM Holdings, Inc. (6)(8) Machinery 9.83 % (S + 4.50 %) 9/27/2028 8,009,750 7,961,945 7,965,536 1.5 %
Creation Technologies, Inc. (4)(6)(7)(8) Electronic Equipment, Instruments and Components 11.08 % (S +CSA + 5.75 %) 9/14/2028 9,892,366 9,677,606 9,224,632 1.7 %
Crown Subsea Communications Holding, Inc. (6)(8) Construction and Engineering 10.08 % (S + 4.75 %) 1/30/2031 5,450,000 5,399,611 5,471,555 1.0 %
Curia Global, Inc. (6)(8) Healthcare Providers and Services 9.18 % (S +CSA + 3.75 %) 8/30/2026 4,776,197 4,768,857 4,511,046 0.8 %
Deerfield Dakota Holding, LLC (6)(8) Diversified Financial Services 9.08 % (S + 3.75 %) 4/9/2027 4,800,000 4,766,924 4,803,552 0.9 %
Delivery Hero SE (4)(6) Diversified Consumer Services 10.32 % (S + 5.00 %) 12/12/2029 7,481,250 7,445,053 7,557,933 1.4 %
Delta Topco, Inc. (6) IT Services 8.85 % (S + 3.50 %) 11/30/2029 10,000,000 9,975,000 10,007,300 1.8 %
DIRECTV Financing, LLC (8) Media 10.46 % (S +CSA + 5.00 %) 8/2/2027 2,151,993 2,141,175 2,158,987 0.4 %
Dotdash Meredith, Inc. (6)(8) Media 9.43 % (S +CSA + 4.00 %) 11/23/2028 10,747,442 10,708,185 10,765,337 2.0 %
ECI Software Solutions, Inc. (8) Software 9.08 % (S + 3.75 %) 5/31/2030 2,821,311 2,815,271 2,841,893 0.5 %
ECL Entertainment, LLC (7) Hotels, Restaurants and Leisure 9.34 % (S + 4.00 %) 9/3/2030 4,975,000 4,885,632 5,002,984 0.9 %
Edelman Financial Engines Center, LLC, The (6)(8) Diversified Financial Services 8.59 % (S + 3.25 %) 4/7/2028 9,755,045 9,697,273 9,780,213 1.8 %
EFS Cogen Holdings I, LLC (6)(7)(8) Independent Power and Renewable Electricity Producers 9.10 % (S +CSA + 3.50 %) 10/29/2027 6,860,395 6,865,074 6,889,929 1.3 %
Endurance International Group, Inc., The (6)(8) Professional Services 8.94 % (S +CSA + 3.50 %) 2/10/2028 4,614,812 4,567,459 4,297,543 0.8 %
EnergySolutions, LLC (8) Commercial Services and Supplies 9.09 % (S + 3.75 %) 9/20/2030 2,930,663 2,897,417 2,957,229 0.5 %
Enverus Holdings, Inc. (7) Software 10.84 % (S + 5.50 %) 12/22/2029 6,200,676 6,106,049 6,205,480 1.1 %
EP Purchaser, LLC (8) Professional Services 10.10 % (S +CSA + 4.50 %) 11/6/2028 4,949,866 4,894,470 4,968,428 0.9 %
EPIC Y-Grade Services, LP (6)(8) Energy Equipment and Services 11.05 % (S + 5.75 %) 6/29/2029 10,000,000 9,757,261 10,007,800 1.8 %
Fertitta Entertainment, LLC (6)(8) Hotels, Restaurants and Leisure 9.08 % (S + 3.75 %) 1/29/2029 7,331,250 7,309,406 7,348,185 1.3 %
Fiesta Purchaser, Inc. (6)(8) Food Products 9.34 % (S + 4.00 %) 2/15/2031 5,000,000 4,953,520 5,040,925 0.9 %
Filtration Group Corporation (6)(8) Industrial Conglomerates 8.96 % (S +CSA + 3.50 %) 10/21/2028 3,949,846 3,916,566 3,973,604 0.7 %
7
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
First Brands Group, LLC (6)(8) Auto Components 10.59 % (S +CSA + 5.00 %) 3/30/2027 8,673,541 8,683,079 8,631,561 1.6 %
Flexera Software LLC (7)(8) Software 8.83 % (S + 3.50 %) 3/3/2028 8,666,128 8,651,006 8,709,458 1.6 %
Fugue Finance, LLC (4)(8) Diversified Consumer Services 9.35 % (S + 4.00 %) 1/31/2028 3,925,362 3,865,725 3,960,121 0.7 %
Gainwell Acquisition Corp. (6)(8) Healthcare Providers and Services 9.43 % (S +CSA + 4.00 %) 10/1/2027 8,742,499 8,628,492 8,487,481 1.5 %
Galway Borrower LLC (7)(12) Insurance 10.69 % (S +CSA + 5.25 %) 9/29/2028 76,798 30,926 82,176 0.0 %
Garda World Security Corporation (4)(6)(8) Diversified Consumer Services 9.59 % (S + 4.25 %) 2/12/2029 9,874,623 9,661,392 9,948,683 1.8 %
Generation Bridge Northeast, LLC (6)(8) Independent Power and Renewable Electricity Producers 8.84 % (S + 3.50 %) 8/22/2029 4,400,883 4,361,911 4,433,890 0.8 %
Genuine Financial Holdings LLC (4)(6)(8) Professional Services 9.33 % (S + 4.00 %) 9/27/2030 10,437,419 10,383,937 10,416,544 1.9 %
Global Medical Response, Inc. (6) Healthcare Providers and Services 10.85 % (S + 6.00 %) 10/31/2028 9,055,893 9,034,732 8,788,744 1.6 %
Gloves Buyer, Inc. (6)(8) Industrial Conglomerates 9.46 % (S +CSA + 4.00 %) 1/20/2028 3,979,484 3,979,484 3,963,327 0.7 %
Great Outdoors Group, LLC (6)(8) Specialty Retail 9.21 % (S +CSA + 3.75 %) 3/6/2028 6,901,225 6,883,839 6,904,123 1.3 %
Grinding Media Inc. (6)(7)(8) Metals and Mining 9.56 % (S +CSA + 4.00 %) 9/21/2028 10,834,360 10,802,294 10,793,732 2.0 %
GS AcquisitionCo, Inc. (7)(13) Software 10.58 % (S + 5.25 %) 5/25/2028 255,680 244,128 256,640 0.0 %
GS AcquisitionCo, Inc. (7)(14) Software 10.58 % (S + 5.25 %) 5/25/2028 160,000 154,383 157,600 0.0 %
8
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
HAH Group Holding Company LLC (6)(8) Healthcare Providers and Services 10.45 % (S +CSA + 5.00 %) 10/22/2027 700,122 687,256 703,623 0.1 %
HAH Group Holding Company LLC (6)(8) Healthcare Providers and Services 10.45 % (S +CSA + 5.00 %) 10/20/2027 5,532,823 5,431,209 5,560,488 1.0 %
HAH Group Holding Company LLC (6)(8) Healthcare Providers and Services 10.45 % (S +CSA + 5.00 %) 10/29/2027 3,979,664 3,962,774 3,999,562 0.7 %
Hamilton Projects Acquiror, LLC (6) Electric Utilities 9.09 % (S + 3.75 %) 6/2/2031 8,000,000 7,980,426 8,061,440 1.5 %
Helios Software Holdings, Inc. (4)(6)(8) Diversified Financial Services 9.08 % (S + 3.75 %) 7/18/2030 4,471,281 4,376,095 4,488,853 0.8 %
Help/Systems Holdings, Inc. (6)(8) Software 9.43 % (S +CSA + 4.00 %) 11/19/2026 6,743,661 6,721,928 6,090,369 1.1 %
Idemia Group S.A.S. (4)(6)(8) Internet Software and Services 9.58 % (S + 4.25 %) 9/30/2028 6,982,500 7,006,089 7,020,694 1.3 %
Idera, Inc. (6)(8) IT Services 9.23 % (S +CSA + 3.75 %) 3/2/2028 9,674,774 9,649,876 9,620,353 1.8 %
IMA Financial Group, Inc. (7) Insurance 8.59 % (S + 3.25 %) 10/16/2028 4,887,500 4,872,900 4,896,664 0.9 %
Imagefirst Holdings, LLC (7) Healthcare Providers and Services 9.58 % (S + 4.25 %) 4/27/2028 5,782,050 5,694,985 5,782,050 1.1 %
Imagefirst Holdings, LLC (7) Healthcare Providers and Services 9.59 % (S + 4.25 %) 4/27/2028 1,165,141 1,148,184 1,165,141 0.2 %
Inception Finco S.a r.l. (4)(7) Healthcare Providers and Services 9.83 % (S + 4.50 %) 4/18/2031 4,000,000 3,980,326 4,029,380 0.7 %
Indicor, LLC (8) Software 8.58 % (S + 3.25 %) 11/22/2029 3,950,200 3,833,206 3,970,780 0.7 %
Indy US Holdco, LLC (6)(8) Media 11.59 % (S + 6.25 %) 3/6/2028 10,513,900 9,870,126 10,540,184 1.9 %
Ineos US Finance LLC (4)(6)(8) Chemicals 9.09 % (S + 3.75 %) 1/30/2031 5,000,000 4,953,228 5,018,750 0.9 %
Infinite Bidco, LLC (6)(8) Electronic Equipment, Instruments and Components 9.34 % (S +CSA + 3.75 %) 3/2/2028 6,313,776 6,280,123 6,073,063 1.1 %
Infinite Bidco, LLC Electronic Equipment, Instruments and Components 11.84 % (S + 6.25 %) 3/2/2028 2,955,000 2,949,320 2,947,613 0.5 %
9
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Inmar, Inc. (6)(7)(8) Professional Services 10.84 % (S + 5.50 %) 5/1/2026 7,743,454 7,546,822 7,772,492 1.4 %
Invenergy Thermal Operating I LLC (7)(8) Independent Power and Renewable Electricity Producers 9.67 % (S +CSA + 4.50 %) 8/14/2029 4,408,254 4,351,030 4,463,358 0.8 %
Invenergy Thermal Operating I LLC (7)(8) Independent Power and Renewable Electricity Producers 9.67 % (S +CSA + 4.25 %) 8/14/2029 387,823 382,835 392,670 0.1 %
Ivanti Software, Inc. (8) Software 9.56 % (S +CSA + 4.00 %) 12/1/2027 967,500 966,605 765,534 0.1 %
Ivanti Software, Inc. (6)(8) Software 9.81 % (S +CSA + 4.25 %) 12/1/2027 8,807,884 8,698,931 7,027,767 1.3 %
IVC Acquisition, Ltd. (4)(6)(8) Professional Services 10.08 % (S + 5.50 %) 12/6/2028 7,597,939 7,512,267 7,621,683 1.4 %
Jack Ohio Finance LLC (7) Hotels, Restaurants and Leisure 10.21 % (S +CSA + 4.75 %) 10/31/2028 4,868,828 4,872,260 4,884,068 0.9 %
Kestrel Acquisition, LLC (6)(8) Independent Power and Renewable Electricity Producers 9.71 % (S +CSA + 4.25 %) 5/2/2025 14,270,970 14,098,748 14,269,186 2.6 %
Kleopatra Finco S.a.r.l (4)(8) Containers and Packaging 10.27 % (S +CSA + 4.73 %) 2/4/2026 1,935,000 1,933,488 1,814,063 0.3 %
LBM Acquisition LLC (6)(7)(8) Building Products 9.18 % (S +CSA + 3.75 %) 12/31/2027 10,539,685 10,435,027 10,377,901 1.9 %
Life Time, Inc. (4)(6)(8) Hotels, Restaurants and Leisure 9.59 % (S + 4.00 %) 1/15/2026 7,582,556 7,573,735 7,627,255 1.4 %
Lifescan Global Corporation (6) Healthcare Equipment and Supplies 11.93 % (S +CSA + 6.50 %) 12/31/2026 5,161,021 5,152,793 2,481,574 0.5 %
Lightstone Holdco LLC (6)(8) Independent Power and Renewable Electricity Producers 11.08 % (S + 5.75 %) 2/1/2027 13,898,503 13,310,008 13,713,861 2.5 %
Lightstone Holdco LLC (6)(8) Independent Power and Renewable Electricity Producers 11.08 % (S + 5.75 %) 2/1/2027 786,148 752,904 775,704 0.1 %
LogMeIn, Inc. (6) IT Services 10.18 % (S +CSA + 4.75 %) 4/28/2028 4,130,865 4,100,043 3,666,142 0.7 %
LogMeIn, Inc. (6) IT Services 10.18 % (S +CSA + 4.75 %) 4/28/2028 4,130,865 4,096,881 2,086,087 0.4 %
10
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Logrhythm, Inc. (7) IT Services 12.83 % (S + 7.50 %) 7/2/2029 6,363,636 6,363,636 6,363,636 1.2 %
Magenta Buyer LLC (6) Software 10.59 % (S +CSA + 5.00 %) 7/27/2028 5,362,500 5,331,307 3,006,352 0.5 %
Maverick 1, LLC Software 9.84 % (S +CSA + 4.25 %) 5/18/2028 4,950,000 4,749,201 4,948,540 0.9 %
Max US Bidco Inc. Food Products 10.34 % (S + 5.00 %) 10/3/2030 5,710,688 5,445,894 5,403,738 1.0 %
Medical Solutions L.L.C. (6)(7)(8) Healthcare Providers and Services 8.69 % (S +CSA + 3.25 %) 10/6/2028 7,876,433 7,604,253 6,004,363 1.1 %
Mermaid Bidco, Inc. Software 9.59 % (S + 4.25 %) 12/22/2027 1,980,000 1,948,486 1,984,950 0.4 %
Michael Baker International, LLC (7) Construction and Engineering 10.09 % (S + 4.75 %) 12/1/2028 6,109,375 6,069,258 6,132,285 1.1 %
Micro Holding Corp. (6)(8) IT Services 9.59 % (S + 4.25 %) 5/3/2028 9,737,482 9,518,344 9,739,478 1.8 %
Midwest Veterinary Partners, LLC (6)(8) Healthcare Providers and Services 9.08 % (S + 3.75 %) 4/27/2028 12,515,625 12,460,482 12,539,092 2.3 %
Minotaur Acquisition, Inc. (7) Diversified Financial Services 10.35 % (S + 5.00 %) 5/10/2030 6,976,744 6,976,744 6,803,372 1.2 %
Mitchell International, Inc. (6) Software 8.59 % (S + 3.25 %) 6/17/2031 5,000,000 4,975,053 4,963,700 0.9 %
MLN US HoldCo LLC (6) Diversified Telecommunication Services 9.95 % (S +CSA + 4.50 %) 12/31/2025 4,056,188 4,025,123 456,321 0.1 %
Momentive Performance Materials USA, LLC (6)(8) Chemicals 9.84 % (S + 4.50 %) 3/29/2028 3,826,563 3,703,313 3,826,563 0.7 %
Motion Acquisition Limited (4)(6) Hotels, Restaurants and Leisure 8.83 % (S + 3.50 %) 11/12/2029 3,491,250 3,474,178 3,496,487 0.6 %
MRI Software, LLC (7)(15) Software 11.08 % (S + 5.75 %) 2/10/2027 1,177,272 1,119,628 1,197,762 0.2 %
NAPA Management Services Corporation (6)(8) Healthcare Providers and Services 10.69 % (S +CSA + 5.25 %) 2/23/2029 9,812,360 9,672,120 9,414,763 1.7 %
Natgasoline LLC (6)(8) Chemicals 8.96 % (S +CSA + 3.50 %) 10/31/2025 4,383,317 4,355,172 4,369,619 0.8 %
National Mentor Holdings, Inc. (6)(8) Healthcare Providers and Services 9.18 % (S +CSA + 3.75 %) 2/18/2028 291,993 291,481 276,335 0.1 %
National Mentor Holdings, Inc. (6)(8) Healthcare Providers and Services 9.18 % (S +CSA + 3.75 %) 2/18/2028 8,994,711 8,979,755 8,512,370 1.6 %
Nexus Buyer LLC (6)(8) Diversified Financial Services 9.84 % (S + 4.50 %) 12/11/2028 9,975,000 9,747,331 9,996,197 1.8 %
NGL Energy Operating LLC (4)(8) Oil, Gas and Consumable Fuels 9.84 % (S + 4.50 %) 1/27/2031 3,990,000 3,962,818 4,008,873 0.7 %
Nielsen Consumer Inc. (6) Media 11.59 % (S + 4.75 %) 3/6/2028 2,236,079 2,230,489 2,241,669 0.4 %
Northstar Group Services, Inc. (7) Construction and Engineering 10.01 % (S + 4.75 %) 5/8/2030 7,350,000 7,314,352 7,379,069 1.3 %
NSM Top Holdings Corp. (6)(8) Healthcare Equipment and Supplies 10.68 % (S +CSA + 5.25 %) 11/12/2026 4,860,051 4,848,078 4,872,225 0.9 %
OMNIA Partners, LLC (6)(8) Professional Services 8.57 % (S + 3.75 %) 7/25/2030 7,581,000 7,596,205 7,594,001 1.4 %
OneDigital Borrower LLC (6) Insurance 8.59 % (S + 3.25 %) 6/13/2031 8,000,000 7,960,000 7,990,040 1.5 %
OneDigital Borrower LLC (6)(8) Insurance 9.69 % (S +CSA + 4.25 %) 11/16/2027 11,716,549 11,646,411 11,701,903 2.1 %
Ontario Gaming GTA Limited Partnership (4)(6)(8) Hotels, Restaurants and Leisure 9.58 % (S + 4.25 %) 8/1/2030 4,975,000 4,951,354 5,005,298 0.9 %
Orchid Merger Sub II, LLC (4)(6) Software 10.23 % (S +CSA + 4.75 %) 7/27/2027 3,969,961 3,837,046 2,421,676 0.4 %
Oregon Clean Energy, LLC (6) Independent Power and Renewable Electricity Producers 9.19 % (S + 4.00 %) 6/26/2030 2,438,763 2,426,569 2,450,957 0.4 %
Outcomes Group Holdings, Inc. (6)(8) Healthcare Providers and Services 9.59 % (S + 4.25 %) 5/6/2031 4,550,000 4,528,501 4,570,270 0.8 %
11
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Padagis, LLC (6)(8) Pharmaceuticals 10.31 % (S +CSA + 4.75 %) 7/31/2028 9,088,235 9,010,931 8,906,471 1.6 %
Patriot Growth Insurance Services, LLC (7)(16) Insurance 11.05 % (S + 5.75 %) 10/14/2028 1,529,125 1,461,577 1,509,129 0.3 %
Peraton Corp. (7)(8) Aerospace and Defense 9.19 % (S +CSA + 3.75 %) 2/1/2028 8,732,233 8,744,060 8,743,803 1.6 %
Planet US Buyer LLC (6)(8) Professional Services 8.82 % (S + 3.50 %) 2/7/2031 5,000,000 4,989,639 5,038,125 0.9 %
Pluto Acquisition I, Inc. (6) Healthcare Providers and Services 10.95 % (S +CSA + 5.50 %) 6/20/2028 1,331,311 1,331,311 1,347,952 0.2 %
PMHC II Inc. (6)(8) Chemicals 9.71 % (S +CSA + 4.25 %) 4/23/2029 10,971,678 10,792,840 10,730,301 2.0 %
Prairie ECI Acquiror LP (6)(8) Oil, Gas and Consumable Fuels 10.09 % (S + 4.75 %) 8/1/2029 12,096,353 11,989,235 12,119,094 2.2 %
Pretium PKG Holdings, Inc. Containers and Packaging 7.83 % (S + 5.00 %) 10/2/2028 1,502,979 1,455,238 1,549,571 0.3 %
Project Alpha Intermediate Holding, Inc. (6)(8) Software 9.07 % (S + 3.75 %) 10/28/2030 9,975,000 9,834,752 10,017,942 1.8 %
Project Boost Purchaser, LLC (6)(8) Professional Services 8.96 % (S +CSA + 3.50 %) 6/1/2026 5,820,000 5,817,689 5,831,960 1.1 %
Project Boost Purchaser, LLC (8) Professional Services 8.96 % (S +CSA + 3.50 %) 6/1/2026 4,973,890 4,980,097 4,984,261 0.9 %
Prometric Holdings, Inc. (6)(8) Diversified Consumer Services 10.21 % (S +CSA + 4.75 %) 1/31/2028 5,678,106 5,585,883 5,719,272 1.0 %
PS Holdco, LLC (7)(8) Road and Rail 9.71 % (S +CSA + 4.25 %) 10/31/2028 8,838,393 8,837,674 8,877,105 1.6 %
PT Intermediate Holdings III, LLC (7) Machinery 8.58 % (S + 3.25 %) 4/9/2030 9,622,781 9,564,781 9,609,793 1.8 %
Quest Software US Holdings Inc. (6) Software 9.73 % (S +CSA + 4.25 %) 2/1/2029 9,333,750 9,262,983 6,956,257 1.3 %
Radiology Partners, Inc. (6)(8) Healthcare Providers and Services 9.09 % (S +CSA + 5.00 %) 1/31/2029 5,346,026 5,343,655 5,084,070 0.9 %
RC Buyer, Inc. (8) Auto Components 8.96 % (S +CSA + 3.50 %) 7/28/2028 2,037,556 2,035,054 2,042,965 0.4 %
RealPage, Inc. (6) Real Estate Management and Development 8.46 % (S +CSA + 3.00 %) 4/24/2028 6,807,500 6,802,960 6,628,327 1.2 %
RealTruck Group, Inc. Auto Components 10.46 % (S +CSA + 5.00 %) 1/31/2028 1,995,000 1,952,412 1,992,516 0.4 %
RealTruck Group, Inc. (6) Auto Components 8.96 % (S +CSA + 3.50 %) 1/20/2028 6,874,100 6,872,277 6,862,998 1.3 %
Red Planet Borrower, LLC (6)(8) Internet Software and Services 8.94 % (S +CSA + 3.50 %) 10/2/2028 10,515,934 10,438,488 10,208,868 1.9 %
Redstone Holdco 2 LP (6)(7) IT Services 10.21 % (S +CSA + 4.75 %) 4/14/2028 4,892,258 4,871,159 4,412,548 0.8 %
Refresco (4)(6)(8) Food Products 9.07 % (S + 3.75 %) 7/12/2029 4,925,250 4,909,551 4,960,121 0.9 %
Renaissance Holding Corp. (6)(8) Software 9.60 % (S + 4.25 %) 4/8/2030 11,674,127 11,538,531 11,679,555 2.1 %
Restoration Hardware, Inc. (4)(6)(8) Household Durables 8.69 % (S +CSA + 3.25 %) 10/20/2028 4,974,684 4,863,079 4,862,753 0.9 %
Rocket Software, Inc. (6)(8) Software 10.09 % (S + 4.75 %) 11/28/2028 11,288,353 11,058,716 11,349,367 2.1 %
Rohm Holding GmbH (4)(6)(7)(8) Chemicals 10.84 % (S + 5.50 %) 1/31/2029 8,709,077 8,702,378 8,142,987 1.5 %
Runner Buyer Inc. (7) Household Durables 10.96 % (S +CSA + 5.50 %) 10/20/2028 4,887,500 4,855,876 2,900,609 0.5 %
Ryan, LLC (7) Professional Services 8.84 % (S + 3.50 %) 11/8/2030 4,873,500 4,783,997 4,902,459 0.9 %
Simon & Schuster, Inc. (8) Media 9.33 % (S + 4.00 %) 10/30/2030 1,995,000 1,977,085 1,999,569 0.4 %
Sovos Compliance, LLC (7) Software 9.96 % (S +CSA + 4.50 %) 7/28/2028 3,902,945 3,900,176 3,878,064 0.7 %
Specialty Building Products Holdings, LLC (6)(7)(8) Building Products 9.19 % (S +CSA + 3.75 %) 10/5/2028 9,775,000 9,764,257 9,737,806 1.8 %
12
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Summer BC Holdco B LLC (4)(6)(7)(8) Media 10.59 % (S +CSA + 5.00 %) 2/12/2029 9,838,063 9,786,666 9,891,336 1.8 %
Talen Energy Supply, LLC (4)(6)(8) Independent Power and Renewable Electricity Producers 8.83 % (S + 3.50 %) 5/17/2030 2,187,429 2,129,558 2,214,771 0.4 %
Talen Energy Supply, LLC (4)(6)(8) Independent Power and Renewable Electricity Producers 8.83 % (S + 3.50 %) 5/17/2030 1,790,476 1,742,710 1,812,857 0.3 %
Tank Holding Corp. (17) Containers and Packaging 11.44 % (S +CSA + 6.00 %) 3/31/2028 402,218 387,390 391,002 0.1 %
Tank Holding Corp. Containers and Packaging 11.19 % (S +CSA + 5.75 %) 3/31/2028 2,474,747 2,432,528 2,439,173 0.4 %
Tank Holding Corp. Containers and Packaging 11.44 % (S +CSA + 6.00 %) 3/31/2028 2,073,750 2,038,735 2,047,828 0.4 %
Tecta America Corp. (6)(7)(8) Construction and Engineering 9.46 % (S +CSA + 4.00 %) 4/6/2028 8,454,354 8,443,509 8,502,797 1.5 %
Thryv, Inc. (4)(6) Professional Services 12.09 % (S + 6.75 %) 5/1/2029 7,688,571 7,612,974 7,832,732 1.4 %
Titan US Finco, LLC (4)(7) Media 9.60 % (S +CSA + 4.00 %) 10/6/2028 5,865,000 5,856,437 5,883,357 1.1 %
Tosca Services, LLC (6) Containers and Packaging 9.09 % (S +CSA + 3.50 %) 8/18/2027 6,793,990 6,756,992 5,720,302 1.0 %
Touchdown Acquirer Inc. (6)(8) Household Durables 9.33 % (S + 4.00 %) 2/7/2031 4,101,796 4,083,603 4,131,496 0.8 %
Transnetwork, LLC (7) Diversified Financial Services 10.83 % (S + 5.50 %) 12/29/2030 5,174,000 5,088,827 5,212,805 0.9 %
U.S. Renal Care, Inc. (6)(7)(8) Healthcare Providers and Services 10.46 % (S +CSA + 5.00 %) 6/20/2028 7,797,565 7,718,396 6,846,262 1.2 %
UKG Inc. (6)(8) Software 8.58 % (S + 3.25 %) 2/10/2031 9,975,000 9,868,650 10,024,027 1.8 %
US Radiology Specialists, Inc. (6)(8) Healthcare Providers and Services 10.73 % (S +CSA + 5.25 %) 12/10/2027 12,481,706 12,425,857 12,542,555 2.3 %
Veracode (6)(8) Software 9.93 % (S +CSA + 4.50 %) 4/20/2029 8,646,000 8,614,678 8,066,718 1.5 %
VeriFone Systems, Inc. (6) Commercial Services and Supplies 9.60 % (S +CSA + 4.00 %) 8/20/2025 9,117,361 8,951,893 7,500,351 1.4 %
Vision Solutions, Inc. (6)(8) IT Services 9.84 % (S +CSA + 4.25 %) 4/24/2028 10,719,885 10,697,412 10,572,487 1.9 %
Vocus Group DD T/L (4)(8) Diversified Telecommunication Services 9.11 % (S +CSA + 3.50 %) 7/20/2028 1,965,000 1,950,074 1,972,379 0.4 %
WarHorse Gaming, LLC Hotels, Restaurants and Leisure 14.69 % (S +CSA + 9.25 %) 6/30/2028 5,000,000 4,818,236 5,100,000 0.9 %
Waterbridge NDB Operating LLC (6) Energy Equipment and Services 9.83 % (S + 4.50 %) 5/7/2029 5,000,000 4,950,997 5,033,350 0.9 %
Watlow Electric Manufacturing Company (6)(8) Electrical Equipment 9.34 % (S +CSA + 3.75 %) 3/2/2028 7,945,706 7,942,150 7,949,242 1.4 %
WestJet Loyalty LP (4)(6)(8) Airlines 9.05 % (S + 3.75 %) 2/14/2031 5,000,000 4,952,713 5,028,750 0.9 %
Wilsonart LLC (6)(8) Building Products 8.68 % (S +CSA + 3.25 %) 12/18/2026 5,327,030 5,292,834 5,335,154 1.0 %
Xplor T1, LLC (7) Professional Services 9.60 % (S + 4.25 %) 6/13/2031 7,250,000 7,213,791 7,250,000 1.3 %
Total First Lien Senior Secured 1,266,983,007 $ 1,254,519,047 $ 1,226,934,913 223.6 %
13
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Second Lien Senior Secured(2)
American Rock Salt Company LLC Metals and Mining 12.86 % (S +CSA + 7.25 %) 6/4/2029 2,750,000 2,769,026 2,241,250 0.3 %
ARC Falcon I Inc. (6)(8) Chemicals 12.44 % (S +CSA + 7.00 %) 9/24/2029 3,000,000 2,911,921 2,748,750 0.5 %
Aruba Investments, Inc. (6)(8) Chemicals 13.19 % (S +CSA + 7.75 %) 10/27/2028 3,350,000 3,318,425 3,211,813 0.6 %
Asurion, LLC (6)(8) Insurance 10.71 % (S +CSA + 5.25 %) 1/19/2029 9,000,000 8,845,766 8,328,510 1.5 %
Barracuda Networks, Inc. Software 12.31 % (S + 7.00 %) 8/15/2030 4,000,000 3,879,628 3,820,000 0.7 %
DCert Buyer, Inc. (8) IT Services 12.34 % (S + 7.00 %) 2/19/2029 1,500,000 1,499,321 1,346,250 0.2 %
Delta Topco, Inc. (6) IT Services 10.60 % (S + 5.25 %) 12/24/2030 4,500,000 4,477,833 4,576,500 0.8 %
Edelman Financial Engines Center, LLC, The (8) Diversified Financial Services 10.59 % (S + 5.25 %) 10/20/2028 2,500,000 2,493,764 2,509,375 0.5 %
First Brands Group, LLC Auto Components 14.14 % (S +CSA + 8.50 %) 3/24/2028 3,000,000 2,986,224 2,917,500 0.5 %
Gainwell Acquisition Corp. Healthcare Providers and Services 13.40 % (S +CSA + 8.00 %) 10/2/2028 5,400,000 5,240,603 5,062,500 0.9 %
Help/Systems Holdings, Inc. Software 12.20 % (S +CSA + 6.75 %) 11/19/2027 3,656,217 3,659,176 2,856,419 0.5 %
Idera, Inc. IT Services 12.23 % (S +CSA + 6.75 %) 2/5/2029 3,353,659 3,368,310 3,290,777 0.6 %
Infinite Bidco, LLC (6)(8) Electronic Equipment, Instruments and Components 12.59 % (S +CSA + 7.00 %) 2/24/2029 2,729,999 2,727,210 2,320,499 0.4 %
Ivanti Software, Inc. Software 12.81 % (S +CSA + 7.25 %) 12/1/2028 3,000,000 3,009,063 2,025,000 0.4 %
14
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
Magenta Buyer LLC Software 13.84% (S +CSA + 8.25%) 7/27/2029 5,000,000 4,992,441 1,553,475 0.3 %
Mitchell International, Inc. (6)(8) Software 10.59% (S + 5.25%) 6/7/2032 7,500,000 7,462,500 7,495,350 1.4 %
Nexus Buyer LLC Diversified Financial Services 11.69% (S +CSA + 6.25%) 11/1/2029 5,000,000 4,953,452 4,987,500 0.9 %
OneDigital Borrower LLC (8) Insurance 10.59% (S + 5.75%) 6/14/2032 5,000,000 4,975,000 4,987,500 0.9 %
Peraton Corp. Aerospace and Defense 13.18% (S +CSA + 7.75%) 2/26/2029 2,898,876 2,946,337 2,916,385 0.5 %
Pretium PKG Holdings, Inc. (6)(7) Containers and Packaging 8.50% (S + 3.20%) 10/2/2028 5,563,423 5,528,581 4,845,742 0.9 %
Pretium PKG Holdings, Inc. (6) Containers and Packaging 12.33% (S +CSA + 6.75%) 9/30/2029 2,000,000 1,985,615 1,200,000 0.2 %
Quest Software US Holdings Inc. Software 12.98% (S +CSA + 7.50%) 2/1/2030 3,000,000 2,965,185 1,504,680 0.3 %
RealPage, Inc. Real Estate Management and Development 11.96% (S +CSA + 6.50%) 4/23/2029 5,000,000 4,931,250 4,892,850 0.9 %
Vision Solutions, Inc. (8) IT Services 12.84% (S +CSA + 7.25%) 4/23/2029 5,500,000 5,441,813 5,314,375 1.0 %
Total Second Lien Senior Secured 98,202,174 97,368,444 86,953,000 15.7 %
Corporate Bonds
Acrisure, LLC Insurance 7.50 % 11/6/2030 2,000,000 2,000,000 2,002,500 0.5 %
Acrisure, LLC Insurance 8.50 % 6/15/2029 2,000,000 2,000,000 2,027,500 0.4 %
Altice Financing S.A. (4) Diversified Telecommunication Services 5.00 % 1/15/2028 3,000,000 2,648,639 2,310,000 0.4 %
KOBE US Midco 2 Inc Chemicals 9.25% Cash/10.00% PIK 11/1/2026 2,094,750 2,084,590 1,699,366 0.3 %
Total Corporate Bonds 9,094,750 8,733,229 8,039,366 1.6 %
Total Debt Investments $ 1,374,279,931 $ 1,360,620,720 $ 1,321,927,279 240.9 %
15
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Maturity Principal / Amortized Fair Percentage
Portfolio Company (3) Industry Interest Rate Date Par Cost (1)(5) Value of Net Assets
CLO Mezzanine(2)
522 Funding CLO 2020-6, Ltd. (4) Structured Note 13.63 % (S + 8.04 %) 10/23/2034 2,800,000 2,733,624 2,513,516 0.5 %
APID 2016-24A (4) Structured Note 11.39 % (S + 5.80 %) 10/20/2030 2,200,000 2,137,218 2,203,570 0.3 %
ARES 2019-53A (4) Structured Note 12.43 % (S + 6.85 %) 4/24/2031 2,500,000 2,505,985 2,520,997 0.4 %
Carlyle US CLO 2020-2, Ltd (4) Structured Note 14.12 % (S + 8.53 %) 1/25/2035 4,000,000 3,903,400 3,729,210 0.7 %
CIFC 2018-4A (4) Structured Note 11.48 % (S + 5.90 %) 10/17/2031 2,900,000 2,886,100 2,908,060 0.5 %
CIFC 2023-2A (4) Structured Note 13.30 % (S + 7.97 %) 1/21/2037 2,700,000 2,769,593 2,872,800 0.5 %
GLM 2021-9A FR (4) Structured Note 13.78 % (S + 8.46 %) 4/20/2037 3,000,000 2,911,327 3,025,678 0.6 %
GoldenTree Loan Management US 2020-7A (4) Structured Note 13.34 % (S + 7.75 %) 4/20/2034 2,000,000 1,909,217 2,002,325 0.4 %
GoldenTree Loan Management US 2021-10A (4) Structured Note 13.38 % (S + 7.79 %) 7/20/2034 1,250,000 1,220,927 1,242,227 0.2 %
GOST 2024-1A E (4) Structured Note 11.83 % (S + 6.50 %) 4/20/2033 2,500,000 2,500,000 2,505,558 0.5 %
HLM 2023-18A (4) Structured Note 14.29 % (S + 8.97 %) 7/20/2036 3,400,000 3,552,773 3,584,092 0.7 %
MUZ88 2022-1A (4) Structured Note 13.38 % (S + 8.05 %) 10/15/2037 3,000,000 3,062,100 3,088,066 0.6 %
Thayer Park CLO, Ltd. (4) Structured Note 14.46 % (S + 8.87 %) 4/20/2034 1,300,000 1,267,473 1,231,573 0.2 %
Total CLO Mezzanine 33,550,000 33,359,737 33,427,672 6.1 %
CLO Equity
Babson CLO 2018-4A, Ltd. (4) Structured Subordinated Note NA
10/15/2030 4,000,000 1,566,656 1,309,130 0.2 %
Dryden 86 CLO, Ltd. (4) Structured Subordinated Note NA
7/17/2030 6,000,000 3,973,700 2,878,230 0.5 %
HPS Loan Management 12-2018, Ltd. (4) Structured Subordinated Note NA
7/18/2031 7,500,000 2,088,484 1,629,000 0.3 %
Long Point Park CLO, Ltd. (4) Structured Subordinated Note NA
1/17/2030 6,358,000 2,687,071 1,499,312 0.3 %
Regatta XII Funding Ltd. (4) Structured Subordinated Note NA
10/15/2032 6,000,000 3,843,303 3,073,951 0.6 %
Signal Peak CLO, LLC (4) Structured Subordinated Note NA
10/26/2034 5,000,000 2,137,919 1,464,645 0.3 %
Stratus CLO Series 2021-1A (4) Structured Subordinated Note NA
12/29/2029 2,000,000 -
47,200 0.0 %
Total CLO Equity 36,858,000 16,297,133 11,901,468 2.2 %
16
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
Number of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Equity Investments
PVKG
Investments Holdings Inc (4)
IT Services
NA
89,288
1,258,194
1,258,194
0.2 %
Total
Equity Investments
89,288
1,258,194
1,258,194
0.2 %
Total
Equity and Other Investments
$ 70,497,288
$ 50,915,064
$ 46,587,334
8.5 %
Number
of
Fair
Percentage
Shares
Cost
Value
of Net Assets
Short-Term
Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 5.25 % (9)
40,433,204
40,433,204
40,433,204
7.4 %
Morgan Stanley Liquidity Funds US Dollar Treasury Liquidity Fund - Institutional Class 5.13 % (9)
22,628,951
22,628,951
22,628,951
4.1 %
Total
Short-Term Investments
63,062,155
$ 63,062,155
$ 63,062,155
11.5 %
Total
Investments
$ 1,474,597,939
$ 1,431,576,768
260.9 %
Liabilities
in Excess of Other Assets
( 882,786,537 )
( 160.9 )%
Net
Assets
$ 548,790,231
100.0 %
(1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments
using the effective interest method.
17
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of June 30, 2024
(Unaudited)
(2) Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Financing Rate (“SOFR” or “S”), 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, the Euro Interbank Offered Rate (“Euribor” or “E”), the U.S. Prime Rate (“P”), or an alternate base rate (which can include the Federal Funds Effective Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of June 30, 2024 that have S+CSA as the base rate, the credit spread adjustment ranges from 1.2bps to 42.8bps.
(3) As of June 30, 2024, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2024, 16.2% of the Company’s total assets were in non-qualifying investments.
(5) As of June 30, 2024, the tax cost of the Company’s investments approximates their amortized cost.
(6) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
(7) Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
(8) Security
or portion thereof held within Palmer Square BDC CLO I, LLC (“PS BDC CLO I Funding”) and is pledged as collateral supporting
the notes offered in the CLO Transaction (see Note 6 to the consolidated financial statements).
(9) 7-day effective yield as of June 30, 2024.
(10) Of the $703,928.57 commitment to Accession Risk Management Group, Inc., $429,642.86 was unfunded as of June 30, 2024.
(11) Of the $851,480 commitment to Aptean Inc., $810,041.31 was unfunded as of June 30, 2024.
(12) Of the $559,500 commitment to Galway Borrower LLC, $482,701.71 was unfunded as of June 30, 2024.
(13) Of the $4,799,360.02 commitment to GS AcquistionCo Inc., $4,543,680.02 was unfunded as of June 30, 2024.
(14) Of the $1,200,000 commitment to GS AcquistionCo Inc., $1,040,000 was unfunded as of June 30, 2024.
(15) Of the $6,363,630 commitment to MRI Software, LLC, $5,186,358.45 was unfunded as of June 30, 2024.
(16) Of the $4,999,125 commitment to Patriot Growth Insurance Services, LLC, $3,470,000 was unfunded as of June 30, 2024.
(17) Of the $898,217.50 commitment to Tank Holding Corp., $495,000 was unfunded as of June 30, 2024.
The
accompanying notes are an integral part of these consolidated financial statements.
18
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Debt Investments
First Lien Senior Secured (2)
888 Holdings PLC (4)(6) Hotels, Restaurants and Leisure 10.82 % (S + CSA + 5.25 %) 7/8/2028 $ 3,391,190 $ 3,170,705 $ 3,301,560 0.6 %
AAdvantage Loyalty IP Ltd. (4)(6) Insurance 10.43 % (S + CSA + 4.75 %) 4/20/2028 3,375,000 3,349,525 3,472,300 0.7 %
AccentCare, Inc. (6) Healthcare Providers and Services 9.65 % (S + CSA + 4.00 %) 6/22/2026 5,909,529 5,910,503 4,648,848 0.9 %
Accession Risk Management Group, Inc. (9) Insurance 11.35 % (S + 6.00 %) 10/30/2029 167,153 140,244 154,018 0.0 %
Accession Risk Management Group, Inc. Insurance 11.41 % (S + CSA + 6.00 %) 10/30/2029 375,000 375,000 373,125 0.1 %
Accession Risk Management Group, Inc. Insurance 11.02 % (S + CSA + 5.50 %) 11/1/2029 798,244 778,995 798,244 0.2 %
Accession Risk Management Group, Inc. (7) Insurance 11.01 % (S + CSA + 5.50 %) 11/1/2029 6,129,372 6,094,817 6,129,372 1.2 %
Acrisure, LLC (6) Insurance 9.90 % (L + 4.25 %) 2/15/2027 4,949,000 4,925,187 4,970,652 1.0 %
Acrisure, LLC (6) Insurance 9.15 % (L + 3.50 %) 2/12/2027 5,782,273 5,774,311 5,780,741 1.2 %
AI Aqua Merger Sub, Inc., (6)(7) Food Products 9.09 % (S + 3.75 %) 6/16/2028 7,584,500 7,588,317 7,599,745 1.6 %
Aimbridge Acquisition Co., Inc. (6) Hotels, Restaurants and Leisure 9.22 % (S + CSA + 3.75 %) 2/2/2026 4,885,204 4,823,681 4,565,932 1.0 %
Alliant Holdings Intermediate LLC (6) Insurance 8.86 % (S + 3.50 %) 11/6/2030 2,378,637 2,377,608 2,392,172 0.5 %
Allied Universal Holdco LLC (6) Professional Services 9.21 % (S + CSA + 3.75 %) 4/7/2028 6,842,500 6,836,638 6,824,778 1.5 %
Amentum Government Services Holdings LLC (6) Aerospace and Defense 9.36 % (S + 4.00 %) 2/15/2029 5,910,000 5,890,084 5,923,298 1.3 %
American Rock Salt Company LLC (6) Metals and Mining 9.47 % (S + CSA + 4.00 %) 6/9/2028 5,854,900 5,848,790 5,551,177 1.2 %
Amynta Agency Borrower, Inc. (6) Insurance 9.61 % (S + 4.25 %) 2/28/2028 6,965,044 6,784,256 6,982,456 1.5 %
AP Gaming I, LLC (4)(6) Hotels, Restaurants and Leisure 9.46 % (S + CSA + 4.00 %) 2/15/2029 8,601,812 8,501,084 8,647,488 1.9 %
Apollo Finco BV (4) Household Durables 8.74 % (E + 4.85 %) 10/2/2028 1,000,000 789,613 810,000 0.2 %
Aptean Inc (6)(7) Software 9.71 % (S + CSA + 4.25 %) 4/23/2026 8,721,003 8,706,221 8,709,907 1.9 %
Aptean Inc (7) Software 10.61 % (S + 5.25 %) 12/14/2030 4,711,640 4,664,524 4,664,524 1.0 %
AQA Acquisition Holding, Inc. (6) Software 9.89 % (S + CSA + 4.25 %) 3/3/2028 8,345,432 8,250,166 8,349,604 1.8 %
Aramsco, Inc. (7) Machinery 10.10 % (S + 4.75 %) 10/10/2030 4,087,129 3,991,632 4,091,137 0.9 %
ARC Falcon I Inc. (6) Chemicals 8.96 % (S + CSA + 3.50 %) 8/31/2028 4,906,369 4,889,855 4,866,505 1.1 %
Aretec Group, Inc. (6) Diversified Financial Services 9.96 % (S + CSA + 4.50 %) 8/9/2030 4,987,469 4,838,877 4,990,860 1.1 %
19
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Ascend Learning, LLC (6) Professional Services 8.96 % (S + CSA + 3.50 %) 11/18/2028 7,350,000 7,323,339 7,235,671 1.6 %
Aspire Bakeries Holdings, LLC (6) Food Products 9.61 % (S + 4.25 %) 12/13/2030 3,000,000 2,970,012 3,015,000 0.7 %
AssuredPartners, Inc. (6) Insurance 8.97 % (S + CSA + 3.50 %) 2/12/2027 4,371,635 4,374,552 4,388,028 0.9 %
AssuredPartners, Inc. (6) Insurance 8.86 % (S + 3.50 %) 2/12/2027 1,965,000 1,956,461 1,971,878 0.4 %
Athletico Management, LLC (6) Healthcare Providers and Services 9.75 % (S + CSA + 4.25 %) 2/2/2029 7,116,625 7,090,060 6,015,790 1.3 %
Autokiniton US Holdings, Inc. (6)(7) Auto Components 9.97 % (S + CSA + 4.50 %) 3/27/2028 8,051,692 8,056,553 8,092,675 1.8 %
Aveanna Healthcare LLC (4)(6) Healthcare Providers and Services 9.24 % (S + CSA + 3.75 %) 6/30/2028 5,096,375 5,061,286 4,757,848 1.0 %
Barracuda Networks, Inc. (6) Software 9.88 % (S + 4.50 %) 8/15/2029 7,425,000 7,238,805 7,269,558 1.6 %
B’laster Holdings, LLC (7) Chemicals 10.94 % (S + 5.50 %) 10/16/2029 4,433,334 4,342,011 4,362,774 0.9 %
Boxer Parent Company, Inc. (6) Software 9.61 % (S + 4.25 %) 12/2/2028 5,000,000 4,950,000 5,043,125 1.1 %
Castle US Holding Corporation (7) Professional Services 9.40 % (S + CSA + 3.75 %) 1/27/2027 1,957,895 1,951,797 1,384,163 0.3 %
Castle US Holding Corporation (6)(7) Professional Services 9.65 % (S + CSA + 4.00 %) 1/31/2027 5,986,178 5,943,311 4,184,338 0.9 %
CCI Buyer, Inc. (6)(7) Wireless Telecommunication Services 9.35 % (S + 4.00 %) 12/17/2027 6,726,117 6,720,617 6,716,499 1.5 %
CCS-CMGC Holdings, Inc. (6) Healthcare Providers and Services 11.32 % (S + CSA + 5.50 %) 10/1/2025 5,299,922 5,265,722 4,499,131 1.0 %
CDK Global (6) Software 9.35 % (S + 4.00 %) 7/6/2029 3,970,000 3,857,969 3,997,075 0.9 %
Congruex Group LLC (7) Construction and Engineering 11.28 % (S + CSA + 5.75 %) 4/28/2029 6,156,250 6,030,595 5,879,219 1.3 %
Connectwise LLC (6) IT Services 8.97 % (S + CSA + 3.50 %) 9/29/2028 7,840,000 7,830,094 7,840,000 1.7 %
Consolidated Communications, Inc. (4)(6) Diversified Telecommunication Services 8.97 % (S + CSA + 3.50 %) 10/2/2027 4,428,009 4,139,814 4,133,458 0.9 %
ConvergeOne Holdings Corp. (6)(7)(2) IT Services 12.50 % (P + 4.00 %) 1/4/2026 9,736,877 9,630,247 5,537,849 1.2 %
Corelogic, Inc. (6) Internet Software and Services 8.97 % (S + CSA + 3.50 %) 4/14/2028 7,820,000 7,813,343 7,631,030 1.7 %
CP Atlas Buyer, Inc (6) Building Products 9.21 % (S + CSA + 3.75 %) 11/23/2027 6,826,201 6,749,038 6,733,024 1.5 %
CPM Holdings, Inc. (6) Machinery 9.84 % (S + 4.50 %) 9/27/2028 4,050,000 3,991,878 4,068,569 0.9 %
Creation Technologies, Inc. (4)(7) Electronic Equipment, Instruments and Components 11.18 % (S + CSA + 5.50 %) 9/14/2028 4,925,000 4,870,143 4,801,875 1.0 %
Crown Subsea Communications Holding, Inc. (6) Construction and Engineering 10.71 % (S + CSA + 5.25 %) 4/27/2027 1,828,125 1,797,330 1,840,693 0.4 %
20
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Curia Global, Inc. (6) Healthcare Providers and Services 9.23 % (S + CSA + 3.75 %) 8/30/2026 4,800,817 4,790,688 4,334,249 0.9 %
Deerfield Dakota Holding, LLC (6) Diversified Financial Services 9.10 % (S + 3.75 %) 2/25/2027 4,825,000 4,785,512 4,788,813 1.0 %
Delta Topco, Inc. (6) IT Services 9.12 % (S + 3.75 %) 10/29/2027 6,832,331 6,829,206 6,837,455 1.5 %
DIRECTV Financing, LLC (6) Media 10.65 % (S + CSA + 5.00 %) 8/2/2027 4,785,000 4,758,070 4,793,685 1.0 %
Dotdash Meredith, Inc. (6) Media 9.44 % (S + CSA + 4.00 %) 11/23/2028 9,800,000 9,764,648 9,751,000 2.1 %
EAB Global, Inc. (6) Professional Services 8.97 % (S + CSA + 3.50 %) 6/28/2028 1,773,812 1,767,846 1,773,812 0.4 %
ECI Software Solutions, Inc. (6) Software 9.36 % (S + CSA + 3.75 %) 9/30/2027 2,835,691 2,828,591 2,840,341 0.6 %
ECL Entertainment, LLC (7) Hotels, Restaurants and Leisure 10.11 % (S + 4.75 %) 9/3/2030 4,987,500 4,891,150 5,007,450 1.1 %
EFS Cogen Holdings I, LLC (6)(7) Independent Power and Renewable Electricity Producers 9.11 % (S + 3.50 %) 10/29/2027 7,276,177 7,281,384 7,275,740 1.6 %
Endurance International Group, Inc., The (6) Professional Services 9.42 % (S + CSA + 3.50 %) 2/10/2028 4,638,599 4,584,186 4,556,705 1.0 %
EnergySolutions, LLC (6) Commercial Services and Supplies 9.36 % (S + 4.00 %) 9/20/2030 2,992,500 2,956,004 2,996,241 0.6 %
Enverus Holdings, Inc. (7) Software 10.86 % (S + 5.50 %) 12/22/2029 6,216,216 6,113,561 6,113,547 1.3 %
EP Purchaser, LLC (6) Professional Services 10.11 % (S + CSA + 4.50 %) 11/6/2028 4,974,929 4,913,751 4,922,070 1.1 %
EPIC Y-Grade Services, LP (6) Energy Equipment and Services 11.49 % (S + CSA + 6.00 %) 6/30/2027 7,000,000 6,728,726 6,856,080 1.5 %
Fertitta Entertainment, LLC (6) Hotels, Restaurants and Leisure 9.36 % (S + 4.00 %) 1/29/2029 7,368,750 7,344,237 7,381,424 1.6 %
Filtration Group Corp. (6) Industrial Conglomerates 9.72 % (S + CSA + 4.25 %) 10/23/2028 3,970,000 3,932,675 3,992,331 0.9 %
Flexera Software LLC (6)(7) Software 9.22 % (S + CSA + 3.75 %) 1/26/2028 8,710,472 8,692,911 8,716,613 1.9 %
Fugue Finance, LLC (4)(6) Diversified Consumer Services 9.39 % (S + 4.00 %) 1/31/2028 3,945,188 3,877,785 3,968,306 0.9 %
Gainwell Acquisition Corp. (6) Healthcare Providers and Services 9.45 % (S + CSA + 4.00 %) 10/1/2027 8,787,797 8,657,860 8,568,102 1.9 %
Garda World Security Corporation (4)(6) Diversified Consumer Services 9.62 % (S + 4.25 %) 2/12/2029 7,919,799 7,690,415 7,941,698 1.7 %
Generation Bridge Northeast, LLC (6) Independent Power and Renewable Electricity Producers 9.61 % (S + 4.25 %) 8/22/2029 4,405,585 4,362,895 4,428,538 1.0 %
Genuine Financial Holdings LLC (4)(6) Professional Services 9.36 % (S + 4.00 %) 9/20/2030 3,990,000 3,932,484 3,986,429 0.9 %
21
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Getty Images, Inc. (4)(6)(7) Media 9.95 % (S + CSA + 4.50 %) 2/13/2026 7,744,017 7,745,054 7,789,513 1.7 %
Global Medical Response, Inc. (6) Healthcare Providers and Services 9.93 % (S + CSA + 4.25 %) 9/24/2025 9,003,023 8,974,743 7,097,398 1.5 %
Gloves Buyer, Inc. Machinery 10.47 % (S + CSA + 5.00 %) 12/29/2027 1,995,000 1,929,386 1,970,063 0.4 %
Grab Holdings Inc (4)(6) IT Services 9.97 % (S + CSA + 4.50 %) 2/27/2026 2,180,433 2,192,657 2,192,698 0.5 %
Great Outdoors Group, LLC (6) Specialty Retail 9.22 % (S + CSA + 3.75 %) 3/6/2028 6,936,707 6,914,945 6,945,377 1.5 %
Grinding Media Inc. (7) Metals and Mining 9.68 % (S + CSA + 4.00 %) 9/21/2028 4,887,500 4,870,648 4,887,500 1.1 %
HAH Group Holding Company LLC (6) Healthcare Providers and Services 10.46 % (S + CSA + 5.00 %) 10/22/2027 703,731 689,126 699,776 0.2 %
HAH Group Holding Company LLC (6) Healthcare Providers and Services 10.46 % (S + CSA + 5.00 %) 10/20/2027 5,561,417 5,445,970 5,530,162 1.2 %
Hamilton Projects Acquiror, LLC (6)(7) Independent Power and Renewable Electricity Producers 9.97 % (S + CSA + 4.50 %) 6/11/2027 7,664,093 7,634,935 7,709,004 1.7 %
Helios Software Holdings, Inc. (4)(6) Diversified Financial Services 9.70 % (S + CSA + 4.25 %) 7/18/2030 2,500,000 2,403,593 2,501,825 0.5 %
Help/Systems Holdings, Inc. (6) Software 9.48 % (S + CSA + 4.00 %) 11/19/2026 6,778,876 6,751,274 6,442,373 1.4 %
HUB International Ltd. Insurance 9.66 % (S + 4.25 %) 6/20/2030 4,089,750 4,050,095 4,112,469 0.9 %
Idera, Inc. (6) IT Services 9.28 % (S + CSA + 3.75 %) 3/2/2028 9,699,709 9,669,409 9,669,397 2.1 %
IMA Financial Group, Inc. (7) Insurance 9.22 % (S + CSA + 3.75 %) 10/16/2028 4,900,000 4,882,618 4,906,125 1.1 %
Imagefirst Holdings, LLC (7) Healthcare Providers and Services 10.72 % (S + CSA + 5.00 %) 4/27/2028 4,145,833 4,033,403 4,145,833 0.9 %
Indicor, LLC (6) Software 9.35 % (S + 4.00 %) 11/22/2029 3,970,050 3,844,297 3,983,707 0.9 %
Indy US Holdco, LLC (6) Media 11.61 % (S + 6.25 %) 3/6/2028 6,567,000 5,900,941 6,439,764 1.4 %
Infinite Bidco, LLC (6) Electronic Equipment, Instruments and Components 9.39 % (S + CSA + 3.75 %) 3/2/2028 6,345,825 6,307,674 6,203,044 1.3 %
Infinite Bidco, LLC Electronic Equipment, Instruments and Components 11.88 % (S + CSA + 6.25 %) 3/2/2028 2,970,000 2,963,048 2,940,300 0.6 %
22
Palmer
Square Capital BDC Inc.
Consolidated Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Inmar, Inc. (6)(7) Professional Services 10.85 % (S + 5.50 %) 5/1/2026 7,782,563 7,537,171 7,704,737 1.7 %
Invenergy Thermal Operating I LLC (7) Independent Power and Renewable Electricity Producers 9.92 % (S + CSA + 4.50 %) 8/14/2029 3,558,261 3,489,433 3,572,725 0.8 %
Invenergy Thermal Operating I LLC (7) Independent Power and Renewable Electricity Producers 9.92 % (S + CSA + 4.50 %) 8/14/2029 294,071 288,403 295,267 0.1 %
iSolved, Inc. (6) Software 9.48 % (S + 4.00 %) 10/5/2030 2,600,000 2,574,027 2,608,125 0.6 %
Ivanti Software, Inc. (6) Software 9.67 % (S + CSA + 4.00 %) 12/1/2027 972,500 971,445 924,079 0.2 %
Ivanti Software, Inc. (6) Software 9.91 % (S + CSA + 4.25 %) 12/1/2027 6,852,938 6,816,310 6,523,722 1.4 %
IVC Acquisition, Ltd. (4)(6) Professional Services 10.87 % (S + 5.50 %) 11/17/2028 5,000,000 4,900,475 5,027,075 1.1 %
Jack Ohio Finance LLC (7) Hotels, Restaurants and Leisure 10.22 % (S + CSA + 4.75 %) 10/31/2028 4,895,434 4,898,075 4,838,843 1.0 %
Jones DesLauriers Insurance Management Inc. (4)(7) Insurance 9.62 % (S + 4.25 %) 3/16/2030 2,750,000 2,730,178 2,765,469 0.6 %
Kestrel Acquisition, LLC (6) Independent Power and Renewable Electricity Producers 9.72 % (S + CSA + 4.25 %) 5/2/2025 5,900,476 5,636,874 5,831,735 1.3 %
Kleopatra Finco S.a.r.l (4)(6) Containers and Packaging 10.48 % (S + CSA + 4.73 %) 2/4/2026 1,945,000 1,942,008 1,841,069 0.4 %
LBM Acquisition LLC (6)(7) Building Products 9.21 % (S + CSA + 3.75 %) 12/31/2027 7,316,803 7,259,009 7,247,074 1.6 %
Life Time, Inc. (4)(6) Hotels, Restaurants and Leisure 10.11 % (S + CSA + 4.25 %) 1/15/2026 7,582,556 7,570,881 7,643,216 1.7 %
Lifescan Global Corporation (6) Healthcare Equipment and Supplies 11.98 % (S + CSA + 6.50 %) 12/31/2026 5,406,440 5,394,007 4,068,346 0.9 %
Lightstone Holdco LLC (6) Independent Power and Renewable Electricity Producers 11.13 % (S + 5.75 %) 2/1/2027 4,741,832 4,364,801 4,525,486 1.0 %
Lightstone Holdco LLC (6) Independent Power and Renewable Electricity Producers 11.13 % (S + 5.75 %) 2/1/2027 268,194 246,863 255,957 0.1 %
LogMeIn, Inc. (6) IT Services 10.28 % (S + CSA + 4.75 %) 8/31/2027 9,744,042 9,663,298 6,493,722 1.4 %
Magenta Buyer LLC (6) Software 10.64 % (S + CSA + 5.00 %) 7/27/2028 5,390,000 5,353,819 3,857,219 0.8 %
Mariner Wealth Advisors, LLC (7) Diversified Financial Services 9.70 % (S + CSA + 4.25 %) 8/18/2028 4,954,962 4,804,638 4,964,253 1.1 %
Maverick 1, LLC Software 9.89 % (S + CSA + 4.25 %) 5/18/2028 4,975,000 4,751,890 4,931,469 1.1 %
Max US Bidco Inc. Food Products 10.35 % (S + 5.00 %) 10/3/2030 5,725,000 5,445,089 5,365,756 1.2 %
Medical Solutions L.L.C. (7) Healthcare Providers and Services 8.71 % (S + CSA + 3.25 %) 10/6/2028 4,916,517 4,899,589 4,629,736 1.0 %
23
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Mermaid Bidco, Inc. Software 9.88 % (S + 4.50 %) 12/22/2027 1,990,000 1,954,539 2,002,438 0.4 %
Michael Baker International, LLC (7) Construction and Engineering 10.47 % (S + CSA + 5.00 %) 11/2/2028 6,125,000 6,078,246 6,125,000 1.3 %
Micro Holding Corp. (6) IT Services 9.61 % (S + 4.25 %) 5/3/2028 9,786,662 9,541,199 9,639,862 2.1 %
Midwest Veterinary Partners, LLC (6) Healthcare Providers and Services 9.47 % (S + CSA + 4.00 %) 4/27/2028 8,793,690 8,730,243 8,740,136 1.9 %
Minotaur Acquisition, Inc. (6)(7) Diversified Financial Services 10.21 % (S + CSA + 4.75 %) 3/27/2026 11,820,011 11,750,011 11,767,918 2.5 %
Mitchell International, Inc. (6) Professional Services 9.40 % (S + CSA + 3.75 %) 10/16/2028 9,825,000 9,773,159 9,834,923 2.1 %
MLN US HoldCo LLC (6) Diversified Telecommunication Services 9.97 % (S + CSA + 4.50 %) 12/31/2025 4,056,188 4,014,973 473,215 0.1 %
Momentive Performance Materials USA, LLC (6) Chemicals 9.86 % (S + 4.50 %) 3/29/2028 3,845,938 3,708,614 3,732,982 0.8 %
NAPA Management Services Corporation (6) Healthcare Providers and Services 10.71 % (S + CSA + 5.25 %) 2/23/2029 7,860,000 7,804,787 7,254,937 1.6 %
National Mentor Holdings, Inc. (6) Healthcare Providers and Services 9.20 % (S + CSA + 3.75 %) 2/18/2028 291,993 291,396 266,748 0.1 %
National Mentor Holdings, Inc. (6) Healthcare Providers and Services 9.20 % (S + CSA + 3.75 %) 2/18/2028 9,041,196 9,022,958 8,259,494 1.8 %
Navicure, Inc. (6) Healthcare Technology 9.47 % (S + CSA + 4.00 %) 10/22/2026 4,578,249 4,579,772 4,601,140 1.0 %
Nexus Buyer LLC (6) Diversified Financial Services 9.86 % (S + 4.50 %) 12/11/2028 5,000,000 4,850,569 4,975,025 1.1 %
NorthStar Group Services, Inc. (6)(7) Commercial Services and Supplies 10.97 % (S + CSA + 5.50 %) 11/9/2026 8,418,468 8,395,525 8,413,206 1.8 %
NSM Top Holdings Corp. (6) Healthcare Equipment and Supplies 10.70 % (S + CSA + 5.25 %) 11/12/2026 4,885,496 4,870,473 4,751,145 1.0 %
OMNIA Partners, LLC (6) Professional Services 9.63 % (S + 4.25 %) 7/25/2030 2,376,731 2,351,405 2,396,244 0.5 %
OneDigital Borrower LLC (6) Insurance 9.71 % (S + CSA + 4.25 %) 11/16/2027 9,771,519 9,690,190 9,777,675 2.1 %
Orchid Merger Sub II, LLC (4)(6) Software 10.25 % (S + CSA + 4.75 %) 7/27/2027 4,106,250 3,949,028 2,477,444 0.5 %
Padagis, LLC (6) Pharmaceuticals 10.43 % (S + CSA + 4.75 %) 7/31/2028 6,588,235 6,558,110 6,382,353 1.4 %
24
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Patriot Growth Insurance Services, LLC (7)(10) Insurance 11.10 % (S + 5.75 %) 10/14/2028 350,000 276,916 293,500 0.1 %
PECF USS Intermediate Holding III Corporation (7) Professional Services 9.89 % (S + CSA + 4.25 %) 11/6/2028 4,900,000 4,893,280 3,849,293 0.8 %
Peraton Corp. (7) Aerospace and Defense 9.21 % (S + CSA + 3.75 %) 2/1/2028 4,778,345 4,786,723 4,796,264 1.0 %
PMHC II Inc. (6) Chemicals 9.81 % (S + CSA + 4.25 %) 2/2/2029 6,522,438 6,474,251 6,266,301 1.4 %
Prairie ECI Acquiror LP (6) Oil, Gas and Consumable Fuels 10.21 % (S + CSA + 4.75 %) 3/11/2026 9,656,148 9,533,263 9,679,227 2.1 %
Pretium PKG Holdings, Inc. Containers and Packaging 10.39% (S + 5.00%) incl. 2.50% PIK 10/2/2028 1,481,076 1,428,726 1,455,165 0.3 %
Pretium PKG Holdings, Inc. (6)(7) Containers and Packaging 9.99% (S + 4.60%) incl. 1.40% PIK 10/2/2028 5,517,720 5,479,051 4,345,205 0.9 %
Project Alpha Intermediate Holding, Inc. (6) Software 10.11 % (S + 4.75 %) 10/28/2030 8,000,000 7,842,603 8,059,160 1.7 %
Project Boost Purchaser, LLC (6) Professional Services 8.97 % (S + CSA + 3.50 %) 6/1/2026 5,850,000 5,844,776 5,862,197 1.3 %
Prometric Holdings, Inc. (6) Diversified Consumer Services 10.72 % (S + CSA + 5.25 %) 1/31/2028 5,706,603 5,561,435 5,711,083 1.2 %
PS Holdco, LLC (7) Road and Rail 9.72 % (S + CSA + 4.25 %) 10/31/2028 5,378,706 5,361,695 5,292,996 1.1 %
PT Intermediate Holdings III, LLC (7) Machinery 11.47 % (S + CSA + 5.98 %) 11/1/2028 491,250 487,340 492,478 0.1 %
PT Intermediate Holdings III, LLC (7) Machinery 11.47 % (S + CSA + 5.98 %) 11/1/2028 1,505,350 1,494,290 1,509,113 0.3 %
PT Intermediate Holdings III, LLC (7) Machinery 11.47 % (S + CSA + 5.98 %) 11/1/2028 2,273,600 2,267,494 2,279,284 0.5 %
PT Intermediate Holdings III, LLC (7) Machinery 11.47 % (S + CSA + 5.98 %) 11/1/2028 2,097,200 2,097,200 2,102,443 0.5 %
PT Intermediate Holdings III, LLC Machinery 11.85 % (S + 6.50 %) 11/1/2028 1,409,701 1,388,314 1,424,623 0.3 %
Quest Software US Holdings Inc. (6) Software 9.78 % (S + CSA + 4.25 %) 2/1/2029 9,381,250 9,301,754 7,213,149 1.6 %
Radiology Partners, Inc. (6) Healthcare Providers and Services 10.18 % (S + CSA + 4.25 %) 7/9/2025 5,971,261 5,967,601 4,846,067 1.0 %
RC Buyer, Inc. (6) Auto Components 8.89 % (S + CSA + 3.25 %) 7/28/2028 2,052,750 2,049,357 2,046,335 0.4 %
RealPage, Inc. (6) Real Estate Management and Development 8.47 % (S + CSA + 3.00 %) 2/18/2028 6,842,500 6,835,914 6,804,456 1.5 %
RealTruck Group, Inc. Auto Components 10.47 % (S + CSA + 5.00 %) 1/31/2028 2,000,000 1,951,919 2,000,000 0.4 %
RealTruck Group, Inc. (6) Auto Components 8.97 % (S + CSA + 3.50 %) 1/20/2028 6,909,625 6,905,406 6,834,759 1.5 %
Red Planet Borrower, LLC (6) Internet Software and Services 9.21 % (S + CSA + 3.75 %) 10/2/2028 7,820,000 7,793,625 7,532,146 1.6 %
25
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Redstone Holdco 2 LP (6)(7) IT Services 10.22% (S + CSA + 4.75%) 4/14/2028 4,892,258 4,867,936 3,728,439 0.8 %
Refresco (4)(6) Food Products 9.63% (S + 4.25%) 7/12/2029 4,950,000 4,930,051 4,960,049 1.1 %
Renaissance Holding Corp. (6) Software 10.11% (S + 4.75%) 4/5/2030 7,727,778 7,559,120 7,765,335 1.7 %
Rocket Software, Inc. (6) Software 10.11% (S + 4.75%) 11/28/2028 8,337,684 8,117,739 8,207,407 1.8 %
Rohm Holding GMBH (4)(6)(7) Chemicals 10.88% (S + CSA + 5.00%) 7/31/2026 8,753,760 8,745,516 7,768,962 1.7 %
Runner Buyer Inc. (7) Household Durables 11.00% (S + CSA + 5.50%) 10/20/2028 4,912,500 4,876,527 3,889,079 0.8 %
Ryan, LLC (7) Professional Services 9.86% (S + 4.50%) 11/8/2030 4,885,714 4,789,346 4,911,040 1.1 %
Shearer’s Foods, LLC (6) Food Products 8.97% (S + CSA + 3.50%) 9/23/2027 1,656,972 1,650,032 1,661,396 0.4 %
Simon & Schuster, Inc. (6) Media 9.39% (S + 4.00%) 10/30/2030 2,000,000 1,980,410 2,008,750 0.4 %
Sophia, L.P. (6) Software 9.61% (S + 4.25%) 10/7/2027 6,157,383 6,137,486 6,168,929 1.3 %
Sovos Compliance, LLC (7) Software 9.97% (S + CSA + 4.50%) 7/28/2028 3,922,945 3,918,460 3,883,716 0.8 %
Specialty Building Products Holdings, LLC (6)(7) Building Products 9.21% (S + CSA + 3.75%) 10/5/2028 9,825,000 9,813,016 9,825,000 2.1 %
Summer BC Holdco B LLC (4)(7) Media 10.11% (S + CSA + 4.50%) 12/4/2026 4,887,500 4,890,408 4,850,086 1.0 %
Talen Energy Supply, LLC (4)(6) Independent Power and Renewable Electricity Producers 9.87% (S + 4.50%) 5/17/2030 2,198,476 2,136,074 2,214,052 0.5 %
Talen Energy Supply, LLC (4)(6) Independent Power and Renewable Electricity Producers 9.87% (S + 4.50%) 5/17/2030 1,790,476 1,739,503 1,803,162 0.4 %
Tank Holding Corp. (11) Containers and Packaging 11.46% (S + CSA + 6.00%) 3/31/2028 302,243 285,571 268,521 0.1 %
Tank Holding Corp. Containers and Packaging 11.21% (S + CSA + 5.75%) 3/31/2028 2,487,374 2,439,747 2,387,879 0.5 %
Tank Holding Corp. Containers and Packaging 11.46% (S + CSA + 6.00%) 3/31/2028 2,084,250 2,044,729 2,006,091 0.4 %
Tecta America Corp. (6)(7) Construction and Engineering 9.47% (S + CSA + 4.00%) 4/6/2028 8,497,933 8,484,923 8,532,477 1.8 %
The Edelman Financial Center, LLC (6) Diversified Financial Services 8.97% (S + CSA + 3.50%) 4/7/2028 7,780,122 7,715,379 7,800,817 1.7 %
26
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Thryv, Inc. (4)(6) Professional Services 13.97 % (S + CSA + 8.50 %) 2/18/2026 4,935,721 4,941,411 4,941,915 1.1 %
Titan US Finco, LLC (4)(7) Media 9.61 % (S + CSA + 4.00 %) 10/6/2028 5,895,000 5,885,073 5,811,468 1.3 %
Tosca Services, LLC (6) Containers and Packaging 9.14 % (S + CSA + 3.50 %) 8/18/2027 6,829,192 6,786,034 5,746,287 1.2 %
Transnetwork, LLC (7) Diversified Financial Services 10.85 % (S + 5.50 %) 11/20/2030 5,200,000 5,096,000 5,187,000 1.1 %
U.S. Renal Care, Inc. (6)(7) Healthcare Providers and Services 10.47 % (S + CSA + 5.00 %) 6/20/2028 7,836,947 7,749,489 5,975,672 1.3 %
UKG Inc. (6) Software 9.99 % (S + CSA + 4.50 %) 5/4/2026 4,975,000 4,869,333 5,002,586 1.1 %
US Radiology Specialists, Inc. (6) Healthcare Providers and Services 10.75 % (S + CSA + 5.25 %) 12/10/2027 8,790,600 8,715,244 8,731,967 1.9 %
Veracode (6) Software 9.98 % (S + CSA + 4.50 %) 4/20/2029 8,690,000 8,653,769 8,247,375 1.8 %
VeriFone Systems, Inc. (6) Commercial Services and Supplies 9.64 % (S + 4.00 %) 8/20/2025 2,915,601 2,896,373 2,829,955 0.6 %
Verscend Holding Corp. (6) Healthcare Technology 9.47 % (S + CSA + 4.00 %) 8/27/2025 6,002,422 5,994,020 6,029,913 1.3 %
Vision Solutions, Inc. (6) IT Services 9.64 % (S + CSA + 4.00 %) 4/24/2028 9,775,000 9,753,558 9,716,350 2.1 %
Vocus Group DD T/L (4)(6) Diversified Telecommunication Services 9.14 % (S + CSA + 3.50 %) 5/26/2028 1,975,000 1,958,023 1,979,938 0.4 %
WarHorse Gaming, LLC Hotels, Restaurants and Leisure 14.74 % (S + CSA + 9.25 %) 6/28/2028 5,000,000 4,806,421 5,125,000 1.1 %
WaterBridge Midstream Operating, LLC (6) Energy Equipment and Services 11.39 % (S + CSA + 5.75 %) 6/22/2026 8,140,282 8,058,105 8,162,708 1.8 %
Watlow Electric Manufacturing Company (6) Electrical Equipment 9.40 % (S + CSA + 3.75 %) 3/2/2028 3,193,863 3,176,511 3,199,852 0.7 %
White Cap Buyer LLC (6) Building Products 9.11 % (S + 3.75 %) 10/8/2027 2,910,656 2,893,120 2,920,363 0.6 %
Wilsonart LLC (6) Building Products 8.70 % (S + CSA + 3.25 %) 12/18/2026 5,354,560 5,314,657 5,374,211 1.2 %
Total First Lien Senior Secured 995,596,712 $ 984,089,538 $ 952,100,626 206.1 %
27
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Second Lien Senior Secured (2)
American Rock Salt Company LLC Metals and Mining 12.72 % (S + CSA + 7.25 %) 6/4/2029 2,750,000 2,770,553 2,406,250 0.6 %
ARC Falcon I Inc. (6) Chemicals 12.46 % (S + CSA + 7.00 %) 9/24/2029 2,000,000 1,984,833 1,815,000 0.4 %
Artera Services, LLC (6) Construction and Engineering 12.70 % (S + CSA + 7.25 %) 3/6/2026 9,060,000 8,515,560 6,235,862 1.3 %
Aruba Investments, Inc. (6) Chemicals 13.21 % (S + CSA + 7.75 %) 10/27/2028 2,350,000 2,322,955 2,217,813 0.5 %
Asurion, LLC (6) Insurance 10.72 % (S + CSA + 5.25 %) 1/19/2029 6,000,000 5,970,805 5,677,020 1.2 %
Barracuda Networks, Inc. Software 12.38 % (S + 7.00 %) 8/15/2030 3,000,000 2,919,701 2,681,880 0.6 %
DCert Buyer, Inc. (6) IT Services 12.36 % (S + 7.00 %) 2/19/2029 1,500,000 1,498,435 1,372,500 0.3 %
Delta Topco, Inc. IT Services 12.62 % (S + 7.25 %) 10/6/2028 3,435,617 3,465,588 3,447,213 0.7 %
Energy Acquisition LP Electrical Equipment 13.96 % (S + CSA + 8.50 %) 6/25/2026 2,812,400 2,747,137 2,474,912 0.5 %
Gainwell Acquisition Corp. Healthcare Providers and Services 13.52 % (S + CSA + 8.00 %) 10/2/2028 3,000,000 2,959,549 2,925,000 0.6 %
Help/Systems Holdings, Inc. Software 12.35 % (S + CSA + 6.75 %) 11/19/2027 3,656,217 3,659,888 3,004,386 0.7 %
Idera, Inc. IT Services 12.28 % (S + CSA + 6.75 %) 2/5/2029 5,000,000 5,023,383 4,896,875 1.1 %
Infinite Bidco, LLC (6) Electronic Equipment, Instruments and Components 12.64 % (S + CSA + 7.00 %) 2/24/2029 2,729,999 2,726,270 2,334,149 0.5 %
Ivanti Software, Inc. Software 12.91 % (S + CSA + 7.25 %) 12/1/2028 3,000,000 3,009,723 2,434,995 0.5 %
Magenta Buyer LLC Software 13.89 % (S + CSA + 8.25 %) 7/27/2029 5,000,000 4,991,100 1,900,000 0.4 %
Paradigm Outcomes Healthcare Providers and Services 13.04 % (S + CSA + 7.50 %) 10/26/2026 1,500,000 1,484,212 1,398,750 0.3 %
28
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
Peraton Corp. Aerospace and Defense 13.22 % (S + CSA + 7.75 %) 2/26/2029 2,898,876 2,949,038 2,891,180 0.6 %
Pretium PKG Holdings, Inc. (6) Containers and Packaging 12.21 % (S + CSA + 6.75 %) 9/30/2029 2,000,000 1,984,274 840,000 0.2 %
Quest Software US Holdings Inc. Software 13.03 % (S + CSA + 7.50 %) 2/1/2030 3,000,000 2,962,166 1,811,775 0.4 %
Vision Solutions, Inc. IT Services 12.89 % (S + CSA + 7.25 %) 4/23/2029 3,500,000 3,504,600 3,223,658 0.7 %
Total Second Lien Senior Secured 68,193,109 67,449,770 55,989,218 12.1 %
Corporate Bonds
Altice Financing S.A. (4) Diversified Telecommunication Services 5.00 % 1/15/2028 3,000,000 2,607,052 2,733,750 0.6 %
KOBE US Midco 2 Inc Chemicals 10.00 % PIK 11/1/2026 1,995,000 1,888,052 1,506,225 0.3 %
Total Corporate Bonds 4,995,000 4,495,104 4,239,975 0.9 %
Total Debt Investments $ 1,068,784,821 $ 1,056,034,412 $ 1,012,329,819 219.1 %
CLO Mezzanine (2)
522 Funding CLO 2020-6, Ltd. (4) Structured Note 13.71 % (S + CSA + 8.04 %) 10/23/2034 2,800,000 2,730,416 2,500,181 0.5 %
Carlyle US CLO 2020-2, Ltd (4) Structured Note 14.17 % (S + CSA + 8.53 %) 1/25/2035 4,000,000 3,898,845 3,612,187 0.8 %
Elmwood CLO III Ltd. (4) Structured Note 13.42 % (S + CSA + 7.74 %) 10/20/2034 2,000,000 1,933,361 1,822,391 0.4 %
29
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Portfolio Company (3) Industry Interest Rate Maturity
Date Principal/
Par Amortized
Cost (1)(5) Fair
Value Percentage
of Net Assets
GoldenTree Loan Management US 2020-7A (4) Structured Note 13.43 % (S + CSA + 7.75 %) 4/20/2034 2,000,000 1,904,602 1,768,848 0.4 %
GoldenTree Loan Management US 2021-10A (4) Structured Note 13.47 % (S + CSA + 7.79 %) 7/20/2034 1,250,000 1,219,485 1,079,204 0.2 %
GoldenTree Loan Management US 2021-9A (4) Structured Note 12.43 % (S + CSA + 6.75 %) 1/20/2033 2,000,000 1,907,039 1,795,407 0.4 %
Thayer Park CLO, Ltd. (4) Structured Note 14.55 % (S + CSA + 8.87 %) 4/20/2034 1,300,000 1,265,819 1,186,402 0.3 %
Total CLO Mezzanine 15,350,000 14,859,567 13,764,620 3.0 %
CLO Equity
Ares CLO Ltd 2021-62A (4) Structured Subordinated Note NA 1/25/2034 5,000,000 3,924,864 3,170,040 0.6 %
Babson CLO 2018-4A, Ltd. (4) Structured Subordinated Note NA 10/15/2030 4,000,000 1,693,196 1,303,519 0.3 %
Dryden 86 CLO, Ltd. (4) Structured Subordinated Note NA 7/17/2030 6,000,000 4,132,788 3,077,510 0.7 %
HPS Loan Management 12-2018, Ltd. (4) Structured Subordinated Note NA 7/18/2031 7,500,000 3,893,560 3,360,577 0.7 %
Long Point Park CLO, Ltd. (4) Structured Subordinated Note NA 1/17/2030 6,358,000 3,126,918 1,710,370 0.4 %
Regatta XII Funding Ltd. (4) Structured Subordinated Note NA 10/15/2032 6,000,000 4,117,741 3,310,569 0.7 %
Signal Peak CLO, LLC (4) Structured Subordinated Note NA 10/26/2034 5,000,000 2,250,892 1,695,404 0.4 %
Stratus CLO Series 2021-1A (4) Structured Subordinated Note NA 12/29/2029 2,000,000 1,338,479 1,325,320 0.3 %
Total CLO Equity 41,858,000 24,478,438 18,953,309 4.1 %
Total Equity and Other Investments $ 57,208,000 $ 39,338,005 $ 32,717,929 7.1 %
30
Palmer
Square Capital BDC Inc.
Consolidated
Schedules of Investments
As
of December 31, 2023
Number
of
Shares
Cost
Fair
Value
Percentage
of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 5.29 % (8)
63,763,005
63,763,005
63,763,005
13.8 %
Total
Short-Term Investments
63,763,005
$ 63,763,005
$ 63,763,005
13.8 %
Total
Investments
$ 1,159,135,422
$ 1,108,810,753
240.0 %
Liabilities
in Excess of Other Assets
( 646,855,360 )
( 140.0 )%
Net
Assets
$ 461,955,393
100.0 %
(1) The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(2) Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), the Secured Overnight Financing Rate (“SOFR” or “S”), 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, the Euro Interbank Offered Rate (“Euribor” or “E”), the U.S. Prime Rate (“P”), or an alternate base rate (which can include the Federal Funds Effective Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of December 31, 2023 that have S+CSA as the base rate, the credit spread adjustment ranges from 10bps to 42.8bps.
(3) As of December 31, 2023, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4) Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2023, 13.2% of the Company’s total assets were in non-qualifying investments.
(5) As of December 31, 2023, the tax cost of the Company’s investments approximates their amortized cost.
(6) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
(7) Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
(8) 7-day effective yield as of December 31, 2023.
(9) Of the $2,625,000 commitment to Accession Risk Management Group, Inc., $2,457,857.14 was unfunded as of December 31, 2023.
(10) Of the $5,000,000 commitment to Patriot Growth Insurance Services, LLC, $4,650,000 was unfunded as of December 31, 2023.
(11) Of the $899,242.50 commitment to Tank Holding Corp., $597,000 was unfunded as of December 31, 2023.
The
accompanying notes are an integral part of these consolidated financial statements.
31
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
1. Organization
Organization
Palmer
Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate
debt securities of companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on
August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has
elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the
“1940 Act”). Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated
investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and
expects to qualify as a RIC each year thereafter. The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I,
LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank
of America, N.A. (“BofA N.A.”) Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September
8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association (“WFB”).
The
Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s
current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing
in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured
credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent,
the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest
rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions
from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The
Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment
in a company. During the six months ended June 30, 2024 and June 30, 2023, the Company did not invest in any derivative contracts.
The
Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is
registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to
an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment
Advisor is a majority-owned subsidiary of Palmer Square Capital Management LLC (“PSCM”) and an investment adviser registered
under the Investment Advisors Act of 1940, as amended (the “Advisers Act”). The Investment Advisor, in its capacity as administrator
(the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration
agreement between the Company and the Administrator (the “Administration Agreement”). The Company’s fiscal year ends
on December 31.
The Company has four wholly-owned
subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit
facility with BofA N.A.; PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s credit
facility with WFB; Palmer Square BDC CLO 1, Ltd., a special purpose wholly-owned subsidiary established to be the Issuer in connection
with the CLO Transaction (as defined below); and Palmer Square BDC CLO 1, LLC a special purpose indirect wholly-owned subsidiary established
to be the Co-Issuer in connection with the CLO Transaction. These subsidiaries are consolidated in the financial statements of the Company.
On
January 22, 2024, the Company completed its initial public offering (“IPO”), issuing 5,450,000 shares of common stock, par
value $ 0.001 , at a public offering price of $ 16.45 per share. The Company’s common stock began trading on the New York Stock Exchange
under the symbol “PSBD” on January 18, 2024.
32
Palmer
Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note
2. Significant Accounting Policies
The
Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards
Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies . The Company’s functional
currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) and pursuant to Regulation S-X.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements. Actual results could differ from those estimates.
Indemnifications
In
the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications.
The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.
Cash
and Cash Equivalents
Cash
is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original
maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
Debt
Issuance Costs
The Company records origination
and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life
of the related debt instrument. Debt issuance costs are presented on the consolidated statements of assets and liabilities as a direct
deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated
financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the consolidated statements
of assets and liabilities as an asset until the debt liability is recorded. As of June 30, 2024, the balance of debt issuance costs was
$ 2.5 million, representing deferred financing costs of $ 8.0 million less accrued interest of $ 5.5 million, included in BoA Credit Facility,
WF Credit Facility and CLO Transaction (each as defined below), and is presented on a net basis of $ 519.9 million for the BoA and WF Credit
Facilities and $ 300.5 million for the CLO Transaction on the consolidated statements of assets and liabilities. As of December 31, 2023,
the balance of debt issuance costs was $( 1.6 ) million, representing deferred financing costs of $ 3.2 million less accrued interest of
$ 4.8 million, included in BoA Credit Facility and WF Credit Facility, and is presented on a net basis of $ 641.8 million on the consolidated
statements of assets and liabilities.
Income
Taxes
The
Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally
will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually
to its stockholders as dividends.
33
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
To qualify as a RIC, the Company
must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment,
the Company must distribute to its stockholders, for each taxable year, at least 90 % of its “investment company taxable income”
for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net
long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount
at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar
year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October 31 in such calendar year and
(iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such
years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible
U.S. federal excise tax on this income.
The Company evaluates tax
positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax
positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the
“more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties
and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review
and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations
thereof.
Basis of Consolidation
As provided under ASC 946,
the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary
or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated
the results of the Company’s wholly owned investment company subsidiaries (PS BDC Funding and PS BDC Funding II) in its consolidated
financial statements.
Interest and Dividend Income Recognition
Interest income is recorded
on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities
purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the
effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or
accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination
fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
Dividend income on preferred
equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected
to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio
companies or on the ex-dividend date for publicly traded portfolio companies.
Non-Accrual Status
Loans are generally placed
on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally
reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied
to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when
past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make
exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value and is
in the process of collection.
34
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Management reviews all loans
that have principal or interest that is 90 days past due, or when there is reasonable doubt as to the collection of principal or interest
to determine if a loan will be placed on non-accrual status. When a loan is placed on non-accrual status, the accrued interest and unpaid
interest is generally reversed, and any discount (market or original) is no longer accreted to interest income. Interest payments received
while a loan is on non-accrual status may be applied to principal or recognized as income, as determined by management’s judgement
regarding collectability.
A loan may be taken off non-accrual
status if past due payments are made, and if management determines the issuer is likely to remain current on future payments. Management
may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Management may also
leave a loan on accrual status while actively seeking recovery of past due payment. As of June 30, 2024, the Company had no portfolio
investments on non-accrual status.
Other Income
From time to time, the Company
may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing
investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned
upon closing of the investment. The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence
or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company
may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and
performance-based fees.
Net Realized Gains or Losses and Net Change
in Unrealized Appreciation or Depreciation
The Company measures realized
gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment,
without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment
penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting
period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
New Accounting Pronouncements
In March 2020, the FASB issued
Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on
Financial Reporting (“ASU 2020-04”). The guidance provides optional expedients and exceptions for applying generally accepted
accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference
LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December
31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848) – Deferral of
the Sunset Date of Topic 848 which extended the effective period through December 31, 2024.
35
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into
the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities
and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services at such facilities. Under
the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include
being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and
reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the Company’s
net asset value (“NAV”), overseeing the preparation and filing of tax returns and the printing and dissemination of reports
and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional
services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance
on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
Under the Administration Agreement,
the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing
its obligations under the Administration Agreement, including the fees and expenses associated with performing compliance functions and
the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief Compliance
Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the Company,
and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control
assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed based on
the services provided. The Administration Agreement has an initial term of two years and may be renewed with the approval of the Company’s
board of directors (the “Board”). The agreement was renewed during the year for an additional one -year period. The Administration
Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that
the Administrator outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without
any incremental profit to the Administrator.
In addition, the Administrator
has, pursuant to a sub-administration agreement, engaged U.S. Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator
in the performance of certain other administrative services. The Company has also engaged Equiniti Trust Company, LLC or its affiliates
(“Equiniti”) directly to serve as transfer agent, registrar and dividend disbursing agent and has engaged U.S. Bank National
Association (“U.S. Bank”) or its affiliates directly to serve as custodian. Prior to the Company’s engagement of Equiniti
upon the closing of the IPO, U.S. Bank served as the Company’s transfer agent, distribution paying agent and registrar.
Investment Advisory Agreement
The Investment Advisor serves
as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment Advisor’s primary
business is to provide a variety of investment management services, including an investment program for the Company. The Investment Advisor
is responsible for all business activities and oversight of the investment decisions made for the Company.
Subsequent to the IPO, in
return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and
paid quarterly in arrears at an annual rate of 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 total net assets at the end of the two most recently completed calendar quarters. The
base management fee for any partial quarter will be pro-rated based on the number of days actually elapsed in that quarter relative to
the total number of days in such quarter.
Prior to the IPO, the base
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. The Investment Advisor, however,
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 average
value of the weighted average total net assets at the end of each of our two most recently completed calendar quarters. The Investment
Advisor will not be permitted to recoup any base management fees waived for any period of time prior to the IPO.
36
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Additionally, pursuant to
the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to the IPO because the Advisory Agreement provides
that no incentive fee is payable prior to the listing of the Company’s common stock on a national securities exchange. Effective
upon completion of the IPO, the Investment Advisor is entitled to an incentive fee (the “Income Incentive Fee”) based on the
Company’s pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but
not upward) if over the most recently completed and eleven preceding calendar quarters since the IPO (or if shorter, the number of calendar
quarters since the IPO) (each such period is referred to herein as the “Trailing Twelve Quarters”) aggregate net realized
losses on the Company’s investments exceed the Company’s aggregate net investment income over the same period, excluding the
most recently completed quarter, as described in more detail below. In this regard, if the Company’s net realized losses over the
Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) are greater than the Company’s
net investment income over the same period, excluding the most recently completed quarter, then the pre-incentive fee net income used
in the calculation of the Income Incentive Fee would be subject to a downward adjustment. The amount of the adjustment would be equal
to the amount by which such net realized losses exceed such net investment income. On the other hand, if the Company’s net investment
income over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) is equal to or greater
than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment to
pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly in arrears commencing
with the first calendar quarter following the IPO. The Company will pay the Investment Advisor an Income Incentive Fee with respect to
its “adjusted net investment income” in each calendar quarter as follows:
● no Income Incentive Fee in any
calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal to a “hurdle
rate” of 1.5 % per quarter ( 6 % annualized) of the Company’s total net assets at the end of that quarter (the “Hurdle
Amount”);
● 100 % of the Company’s
“adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if any,
that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis
by multiplying 1.7142 % by the Company’s total NAV for the immediately preceding calendar quarter. The Catch-Up Amount is intended
to provide the Investment Advisor with an incentive fee of 12.5 % on all of the Company’s “adjusted net investment income”
when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in any calendar quarter; and
● for any calendar quarter in
which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall equal
12.5 % of the amount of the Company’s “adjusted net investment income” for the calendar quarter.
“Adjusted net investment
income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed
calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most
recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the
Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter, the
number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive
fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive fee net
investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination,
structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing
managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee,
any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock,
but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case of investments with
a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind
(“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet
received in cash.
37
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
“Net realized losses”
in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s
investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net
investment income” in respect of the particular period means interest income, dividend income and any other income (including any
other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio
companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the
particular period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement,
and any interest expense and dividends paid on any outstanding preferred stock). “Net investment income” includes, in the
case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock
with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
The Income Incentive Fee amount,
or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
Effective upon completion
of the IPO, the Investment Advisor has also agreed to use the most recently completed and three preceding calendar quarters (each such
period is referred to herein as the “Trailing Four Quarters”) in addition to the Trailing Twelve Quarters to compute the incentive
fee payable to it by the Company. In conjunction therewith, the Investment Advisor has agreed to calculate the incentive fee based on
the Trailing Twelve Quarters and the Trailing Four Quarters and in the event that any Trailing Four Quarter period calculation produces
a lower incentive fee as compared to the applicable Trailing Twelve Quarter period calculation for any quarterly period, then the Trailing
Four Quarter Period will be used in connection with the calculation of the incentive fee payable to the Investment Advisor by the Company
for such quarter.
The Investment Advisor has
agreed to pay all offering costs in connection with the IPO. These expenses consist primarily of legal fees and other costs incurred with
the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees. The Company
is not obligated to repay any such offering costs paid by our Investment Advisor.
Note 4. Investments
The following table presents
the composition of the Company’s investment portfolio at amortized cost and fair value as of June 30, 2024 and December 31, 2023:
June 30, 2024
December 31, 2023
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 1,254,519,047
$ 1,226,934,913
$ 984,089,538
$ 952,100,626
Second-lien senior secured debt
97,368,444
86,953,000
67,449,770
55,989,218
Corporate Bonds
8,733,229
8,039,366
4,495,104
4,239,975
CLO Mezzanine
33,359,737
33,427,672
14,859,567
13,764,620
CLO Equity
16,297,133
11,901,468
24,478,438
18,953,309
Equity
1,258,194
1,258,194
-
-
Short-term investments
63,062,155
63,062,155
63,763,005
63,763,005
Total Investments
$ 1,474,597,939
$ 1,431,576,768
$ 1,159,135,422
$ 1,108,810,753
As of June 30, 2024, approximately
17.1 % of the long-term investment portfolio at amortized cost and 17.3 % of the long-term investment portfolio measured at fair value,
respectively, were invested in non-qualifying assets. As of December 31, 2023, approximately 14.2 % of the long-term investment portfolio
at amortized cost and 14.1 % of the long-term investment portfolio measured at fair value, respectively, were invested in non-qualifying
assets. With respect to the Company’s total assets, 16.2 % and 13.2 % of the Company’s total assets were in non-qualifying assets
as defined by Section 55(a) of the 1940 Act as of June 30, 2024 and December 31, 2023, respectively.
38
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The industry composition of
investments based on fair value, as a percentage of total investments at fair value, as of June 30, 2024 and December 31, 2023 was as
follows:
June 30,
2024
December 31,
2023
Software
12.3 %
14.0 %
Healthcare Providers and Services
9.4 %
9.3 %
Professional Services
7.5 %
7.2 %
Insurance
7.0 %
5.9 %
IT Services
6.2 %
6.7 %
Hotels, Restaurants and Leisure
4.5 %
4.2 %
Short-Term Investments
4.4 %
5.8 %
Chemicals
4.1 %
2.9 %
Diversified Financial Services
4.1 %
4.2 %
Independent Power and Renewable Electricity Producers
4.0 %
3.4 %
Media
3.0 %
3.7 %
Diversified Consumer Services
2.5 %
1.6 %
Structured Note
2.3 %
1.2 %
Construction and Engineering
2.3 %
2.6 %
Building Products
2.2 %
2.9 %
Auto Components
2.1 %
1.7 %
Food Products
2.0 %
2.0 %
Internet Software and Services
1.9 %
1.4 %
Machinery
1.6 %
1.6 %
Electronic Equipment, Instruments and Components
1.4 %
1.5 %
Containers and Packaging
1.4 %
1.7 %
Metals and Mining
1.3 %
1.2 %
Aerospace and Defense
1.2 %
1.2 %
Oil, Gas and Consumable Fuels
1.1 %
0.9 %
Energy Equipment and Services
1.1 %
1.4 %
Diversified Telecommunication Services
0.9 %
0.8 %
Structured Subordinated Note
0.8 %
1.7 %
Household Durables
0.8 %
0.4 %
Real Estate Management and Development
0.8 %
0.6 %
Commercial Services and Supplies
0.7 %
1.3 %
Wireless Telecommunication Services
0.7 %
0.6 %
Pharmaceuticals
0.6 %
0.6 %
Road and Rail
0.6 %
0.5 %
Electric Utilities
0.6 %
- %
Electrical Equipment
0.6 %
0.5 %
Industrial Conglomerates
0.6 %
0.4 %
Healthcare Equipment and Supplies
0.5 %
0.8 %
Specialty Retail
0.5 %
0.6 %
Airlines
0.4 %
-
%
Healthcare Technology
- %
1.0 %
Total
100.0 %
100.0 %
39
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 5. Fair Value of Investments
Fair value is defined as the
price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market
participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques
maximize the use of observable market inputs and minimize the use of unobservable inputs.
Inputs refer broadly to the
assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable
or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability
developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions
market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement
date. The three levels are defined as follows:
Level 1 — Valuations based on
quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement
date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and
observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models
to determine the value of derivatives or other assets or liabilities.
Level 3 — Valuations based on
inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments in private investment
companies measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value
hierarchy. As of June 30, 2024 and as of December 31, 2023, there were no investments accounted for using the practical expedient.
The inputs for the determination
of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions
that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private
companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment
or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations
may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization
(“EBITDA”) multiples. The information may also include pricing information or broker quotes, which include a disclaimer that
the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied
by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings
applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that
may eventually be realized from sales or other dispositions of investments.
A financial instrument’s
categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
40
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
The following table presents
the fair value hierarchy of investments as of June 30, 2024:
Fair Value Hierarchy as of June 30, 2024
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 1,226,934,913
$ -
$ 1,226,934,913
Second-lien senior secured debt
-
86,953,000
-
86,953,000
Corporate Bonds
-
8,039,366
-
8,039,366
CLO Mezzanine
-
33,427,672
-
33,427,672
CLO Equity
-
11,901,468
-
11,901,468
Equity
-
1,258,194
1,258,194
Short Term Investments
63,062,155
-
-
63,062,155
Total Investments
$ 63,062,155
$ 1,368,514,613
$ -
$ 1,431,576,768
The following table presents
the fair value hierarchy of investments as of December 31, 2023:
Fair Value Hierarchy as of December 31, 2023
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$ -
$ 952,100,626
-
$ 952,100,626
Second-lien senior secured debt
-
55,989,218
-
55,989,218
Corporate Bonds
-
4,239,975
-
4,239,975
CLO Mezzanine
-
13,764,620
-
13,764,620
CLO Equity
-
18,953,309
-
18,953,309
Short Term Investments
63,763,005
-
-
63,763,005
Total Investments
$ 63,763,005
$ 1,045,047,748
$ -
$ 1,108,810,753
For the six months ended June
30, 2024 and the year ended December 31, 2023, the Company did not recognize any transfers to or from Level 3.
Debt Not Carried at Fair Value
The fair value of the BoA
Credit Facility, WF Credit Facility and CLO Transaction, which would be categorized as Level 3 within the fair value hierarchy as of June
30, 2024, approximates their respective carrying values because the BoA Credit Facility, WF Credit Facility and CLO Transaction each have
variable interest based on selected short-term rates.
41
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 6. Borrowings
In accordance with the 1940
Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act,
are at least 150 % after such borrowing. As of June 30, 2024, the Company’s asset coverage ratio was 167 %.
Bank of America Credit Facility
On February 18, 2020, the
Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered
into a Credit Agreement (as amended, the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”),
BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager,
pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
Under the BoA Credit Facility,
the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement)
amount. The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date of the Credit Agreement, increased
to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million on October 12, 2020, further increased
to $725.0 million on September 29, 2021, and decreased to $525.0 million on June 13, 2024. The Borrowers’ ability to draw under the
BoA Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required
to be repaid by February 18, 2028. On March 29, 2024, the Company entered into a fourth amendment to the BoA Credit Facility to, among
other things: (i) extend the facility maturity date from February 18, 2025 to February 18, 2028; (ii) update arrangements for the calculation
of the fee on unused commitments from 1.30% to a range from 0.50% to 1.40%, depending on the amount of commitments utilized, and (iii)
payment of an extension fee. As the Company raises additional capital, we may enter into additional credit agreements to expand our borrowing
capacity.
Debt obligations under the BoA
Credit Facility consisted of the following as of June 30, 2024:
June 30, 2024
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA Credit Facility
$ 525,000,000
$ 386,580,940
$ 138,419,060
$ 383,148,268
Total debt
$ 525,000,000
$ 386,580,940
$ 138,419,060
$ 383,148,268
(1) The amount available reflects
any limitations related to the BoA Credit Facility’s borrowing base.
(2) The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 3.9 million and accrued interest of $ 517 thousand.
Debt obligations under the BoA Credit Facility
consisted of the following as of December 31, 2023:
December 31, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
BoA Credit Facility
$
725,000,000
$
504,000,000
$
221,000,000
$
505,417,357
Total debt
$
725,000,000
$
504,000,000
$
221,000,000
$
505,417,357
(1) The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2) The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $ 739 thousand and accrued interest of $ 2.2 million.
42
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Average debt outstanding under
the BoA Credit Facility during the six months ended June 30, 2024 and June 30, 2023 was $ 570.4 million and $ 500.9 million, respectively.
The loans under the BoA Credit
Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans
will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of
(a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit Agreement includes fallback
language in the event that SOFR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest
pursuant to SOFR loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The
Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the Second
Amendment to the Credit Agreement. Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of the BoA Credit Facility,
and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility. Such fee is payable quarterly in arrears. The advance rate
for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that
are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
For the three and six months
ended June 30, 2024 and June 30, 2023, the components of interest expense with respect to the BoA Credit Facility were as follows:
For the Three Months Ended June 30
For the Six Months Ended June 30
2024
2023
2024
2023
Interest expense
$ 9,554,544
$ 8,257,485
$ 19,685,201
$ 16,110,649
Amortization of debt issuance costs
270,636
161,353
436,236
319,296
Total interest expense
$ 9,825,180
$ 8,418,838
$ 20,121,437
$ 16,429,945
Average interest rate
6.72 %
6.40 %
6.73 %
6.14 %
PS BDC Funding has pledged
all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both
the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting
requirements and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the
leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions
and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank. The obligations under
the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event
of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
Wells Fargo Credit Facility
On December 18, 2020, the
Company, through a special purpose wholly-owned subsidiary, PS BDC Funding II and together with the Company, the “WF Borrowers”)
entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF
Lenders”), WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed
to provide the Company with a line of credit (the “WF Credit Facility”).
On December 18, 2023, the
Company entered into an amendment to the WF Credit Facility (the “WF Credit Facility Fourth Amendment”) that amends the WF
Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility from $ 150,000,000
to $ 175,000,000 , (ii) extend the facility maturity date from December 18, 2025 to December 18, 2028 and (iii) extend the reinvestment
period from December 18, 2023 to December 18, 2026 (subject to other provisions of the WF Credit Facility).
43
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Debt obligations under the
WF Credit Facility consisted of the following as of June 30, 2024:
June 30, 2024
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
WF Credit Facility
$ 175,000,000
$ 136,250,000
$ 38,750,000
$ 136,717,785
Total debt
$ 175,000,000
$ 136,250,000
$ 38,750,000
$ 136,717,785
(1) The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
(2) The carrying value of the WF Credit Facility is presented net of deferred financing costs of $ 2.2 million and accrued interest of $ 2.7 million.
Debt obligations under the
WF Credit Facility consisted of the following as of December 31, 2023:
December 31, 2023
Aggregate
Principal
Committed
Outstanding
Principal
Amount
Available (1)
Net
Carrying
Value (2)
WF Credit Facility
$ 175,000,000
$ 136,250,000
$ 38,750,000
$ 136,411,448
Total debt
$ 175,000,000
$ 136,250,000
$ 38,750,000
$ 136,411,448
(1) The amount available reflects
any limitations related to the WF Credit Facility’s borrowing base.
(2) The carrying value of the WF
Credit Facility is presented net of deferred financing costs of $ 2.5 million and accrued interest of $ 2.6 million.
Average debt outstanding under
the WF Credit Facility during the six months ended June 30, 2024 and June 30, 2023 was $ 136.3 million and $ 127.9 million, respectively.
44
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Prior to April 10, 2023, the
loans under the WF Credit Facility may have been Broadly Syndicated Loans or Middle Market loans and were eurocurrency rate loans unless
such rate was unavailable, in which case the loans were base rate loans until such rate was available. Broadly Syndicated Loans bore interest
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
2.35%. The “base rate” was equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. On April
10, 2023, the Company entered into an amendment to the WF Credit Facility that, among other things: (i) transferred and assigned U.S.
Bank’s rights and obligations as collateral agent and as a secured party to U.S. Bank Trust Company, National Association, (ii)
referenced SOFR instead of LIBOR and (iii) removed LIBOR transition language.
As of April 10, 2023, the
loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear interest at Daily Simple SOFR,
or base rate (to the extent Daily Simple SOFR is unavailable), plus 2.50%, with an interest rate floor of 0.0%. The “base rate”
will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement includes fallback language
in the event that Daily Simple SOFR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative
agent. Following an amendment to the WF Credit Facility on October 13, 2021, the Loan Agreement requires the payment of a non-usage fee
of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts,
(y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1) daily unused
Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused
Facility Amount and 50% of the Facility Amount and (ii) zero and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility
Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility
Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility includes the option
to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction amount prior to the
one-year anniversary of the WF Credit Facility Fourth Amendment, and 1.00% thereafter. The applicable percentage for the advance rate
on PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such
term is defined in the Loan Agreement).
For the three and six months
ended June 30, 2024 and June 30, 2023, the components of interest expense with respect to the WF Credit Facility were as follows:
For the Three Months Ended June 30
For the Six Months Ended June 30
2024
2023
2024
2023
Interest expense
$ 2,754,510
$ 2,368,060
$ 5,513,053
$ 4,592,062
Amortization of debt issuance costs
124,029
87,986
248,059
175,006
Total interest expense
$ 2,878,539
$ 2,456,046
$ 5,761,112
$ 4,767,068
Average interest rate
7.82 %
7.15 %
7.82 %
6.92 %
PS BDC Funding II has pledged
all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank
acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are
required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing
under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940
Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence
of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment
Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own
a majority of the membership interests of the Investment Advisor.
45
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
CLO Transaction
On May 23, 2024 (the
“Closing Date”), the Company completed a $ 400.5 million term debt securitization (the “CLO Transaction”),
also known as a collateralized loan obligation, in connection with which a wholly-owned indirect subsidiary of the Company issued the
Notes (as defined below). The CLO Transaction functions as a source of long-term balance sheet financing for a portion of the Company’s
portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction are subject to the Company’s regulatory
asset coverage requirement.
The notes offered in the CLO
Transaction were issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability
under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, and consist of (i) $232 million of Class A
Notes (the “Class A Notes”); (ii) $58.0 million Class B-1 Notes, (the “Class B-1 Notes”); and (iii) $10 million
of Class B-2 Notes (the “Class B-2 Notes” and, together with the Class A Notes and the Class B-1 Notes, the “Secured
Notes”). Additionally, on the Closing Date the Issuer issued $100.5 million of Subordinated Notes (the “Subordinated Notes”),
which do not bear interest but are entitled to all of the principal and interest payments made on the loan portfolio held by the Issuer,
net of interest and principal payments distributed to the holders of the Secured Notes. The Secured Notes together with the Subordinated
Notes are collectively referred to herein as the “Notes.”
The following table presents
information on the Notes issued in the CLO Transaction:
June 30, 2024
Description Type Principal
Outstanding Interest Rate Credit
Rating
Class A Notes Senior Secured Floating Rate $ 232,000,000 SOFR + ( 1.60 )% AAA
Class B-1 Notes Senior Secured Floating Rate 58,000,000 SOFR + ( 2.15 )% AA
Class B-2 Notes Senior Secured Fixed Rate 10,000,000 ( 6.33 )% AA
Total Secured Notes $ 300,000,000
Subordinated Notes (1) 100,500,000 None
Not rated
Total Notes $ 400,500,000
(1) The Company retained all of the Subordinated Notes issued in the CLO Transaction which are eliminated in consolidation.
On the Closing Date and in
connection with the CLO Transaction, the Issuer and the Company entered into a note purchase agreement (the “Purchase Agreement”)
with BofA Securities, Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased
the Secured Notes issued pursuant to an indenture as part of the CLO Transaction.
The CLO Transaction is backed
by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien
loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy
Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation
interests therein, which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with
the Issuer on the Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management
fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature
on July 15, 2037; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated
Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day
on or after July 15, 2026.
The Secured Notes are the secured
obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes
customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended,
or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from registration.
For the three and six months
ended June 30, 2024, the components of interest expense with respect to the Notes were as follows:
For the Three Months Ended
For the Six Months Ended
June 30,
2024
June 30,
2024
Interest expense
$ 2,278,665
$ 2,278,665
Amortization of debt issuance costs
14,644
14,644
Total interest expense
$ 2,293,309
$ 2,293,309
Average interest rate
7.01 %
7.01 %
46
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 7. Share Transactions
Offering Proceeds
During the six months ended
June 30, 2024 and June 30, 2023, the Company issued and sold 5,485,963 shares at an aggregate purchase price of $ 90.2 million and 1,486,335
shares at an aggregate purchase price of $ 24.2 million, respectively. These amounts include shares issued in reinvestment.
Distribution Reinvestment Plan
The Company has adopted a
dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s
stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares
a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment
plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock,
rather than receiving cash dividends and distributions.
Prior to the IPO, the Board
primarily used newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares
of common stock to be issued to a participant prior to the IPO would be equal to the quotient determined by dividing the cash value of
the dividend payable to such stockholder by the NAV per share as of the date such dividend was declared.
After the IPO, the Board intends
to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per
share at, below or above NAV. However, the Board reserves the right to purchase shares in the open market in connection with the implementation
of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach
(i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best
interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential
dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s need and usage
of reinvested funds, and, if the Company uses newly issued shares to implement the dividend reinvestment plan at a time when the shares
are trading at a price below NAV, the stockholders’ receipt of fewer shares than they would have if the Company had effectuated
open market purchases. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar
amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular
trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by Equiniti, the
plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant
based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock
purchased with respect to the dividend.
A registered stockholder may
elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator
no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through
the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
form.
There will be no brokerage
charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company.
Stockholders who receive dividends
and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders
who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested,
such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for
determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal
to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will
have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s
account.
47
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Participants may terminate
their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s
account under the plan to Equiniti. The plan may be terminated by the Company upon notice in writing mailed to each participant at least
30 days prior to any record date for the payment of any dividend by the Company.
If participants withdraw from
the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered
to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will
not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
For the six months ended June
30, 2024, the Company issued 35,963 shares of its common stock pursuant to the Company dividend reinvestment plan.
Open Market Share Repurchase Plan
The Board authorized the Company
to repurchase shares of its common stock through an open-market share repurchase program for up to $ 20 million in the aggregate of shares
of the Company’s common stock through 12 months from the date of the IPO. Pursuant to such authorization and concurrently with the
closing of the IPO, the Company entered into a share repurchase plan (the “Company Rule 10b5-1 Stock Repurchase Plan”) to
acquire up to $ 15 million in the aggregate of shares of its common stock, in accordance with the guidelines specified in Rule 10b-18 and
Rule 10b5-1 of the Exchange Act.
The Company Rule 10b5-1 Stock
Repurchase Plan is intended to allow the Company to repurchase shares of its common stock at times when it otherwise might be prevented
from doing so under insider trading laws. The Company Rule 10b5-1 Stock Repurchase Plan will require the Company’s agent to repurchase
shares of the Company’s common stock on the Company’s behalf when the market price per share of the Company’s common
stock is below the most recently reported NAV per share of common stock. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent
will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions.
The repurchase of shares pursuant
to the Company Rule 10b5-1 Stock Repurchase Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange
Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
The Company Rule 10b5-1 Stock
Repurchase Plan commenced on March 23, 2024, beginning 60 calendar days following the end of the “restricted period” under
Regulation M, and will terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase
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
Repurchase Plan equals $ 15 million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase
Plan.
For the six months ended June
30, 2024, the Company repurchased 21,352 shares of its common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
48
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
PSCM Rule 10b5-1 Stock Purchase Plan
In addition, PSCM will purchase
up to $ 5 million in the aggregate of shares of the Company’s common stock in the open market within one year of the IPO date if
the Company’s shares of common stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing
of the IPO, PSCM entered into a share repurchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase
of up to $ 2.5 million shares of the Company’s common stock. The purchases of shares pursuant to the PSCM Rule 10b5-1 Stock Purchase
Plan will be implemented in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act.
The 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 otherwise might be prevented
from doing so under insider trading laws. The PSCM Rule 10b5-1 Stock Purchase Plan will require PSCM’s agent to purchase shares
of common stock on PSCM’s behalf when the market price per share of the Company’s common stock is trading below the most recently
reported NAV per share of common stock. Under the PSCM Rule 10b-1 Stock Purchase Plan, the agent will increase the volume of purchases
made as the price of the Company’s common stock declines, subject to volume restrictions.
The 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 10b-18 under the Exchange Act,
and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
The PSCM Rule 10b5-1 Stock
Purchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the PSCM Rule
10b5-1 Stock Purchase Plan, (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 Plan equals $ 2.5 million, and (iii) the occurrence of certain other events described in the PSCM Rule 10b5-1
Stock Purchase Plan.
For the six months ended June
30, 2024, PSCM did not repurchase any shares of the Company’s common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase
Plan.
Note 8. Dividends and Distributions
The Company’s dividends
and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and
distributions during the six months ended June 30, 2024 (since IPO):
Date Declared Record Date Payment Date Amount
Per Share Cash
Distribution DRIP
Shares
Issued
DRIP
Shares
Value
3/20/2024 3/28/2024 4/10/2024 $ 0.49 $ 12,893,635 185,344.20 $ 3,057,234 (1)
5/7/2024 6/28/2024 7/16/2024 $ 0.42 $ 13,678,310 - $ -
6/20/2024 6/28/2024 7/16/2024 $ 0.05 $ 1,628,370 - $ -
(1) In accordance with
the Company’s dividend reinvestment plan, 149,382 shares of the Company’s stock were purchased in the open market at an average price
of $ 16.49 . The Company issued the remaining 35,963 shares of common stock at the average open market price and shares were allocated to
stockholders of the company participating in the dividend reinvestment plan.
49
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 9. Commitments and Contingencies
As of June 30, 2024 and December
31, 2023, the Company had an aggregate of $ 30.0 million and $ 20.1 million, respectively, of unfunded commitments to provide debt financing
to its portfolio companies. As of each of June 30, 2024 and December 31, 2023, there were no capital calls or draw requests made by the
portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion to approve or are subject
to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess
of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s
consolidated statements of assets and liabilities.
A summary of the composition
of the unfunded commitments as of June 30, 2024 is shown in the table below:
As of
Expiration
Date (1) June 30,
2024
Accession Risk Management Group, Inc. 2/14/2025 $ 429,643
Aptean Inc 1/30/2031 436,880
Aptean Inc 1/30/2026 810,041
Aramsco, Inc. 10/10/2025 935,644
B’Laster Holdings DD T/L 10/25/2025 466,666
Enverus Holdings, Inc. 12/22/2025 310,811
Enverus Holdings, Inc. 12/24/2029 472,973
Galway Borrower LLC 9/30/2028 482,702
Galway Borrower LLC 2/7/2026 4,440,500
GS AcquisitionCo, Inc. 3/19/2026 4,543,680
GS AcquisitionCo, Inc. 5/25/2028 1,040,000
Logrhythm, Inc. 7/2/2029 636,364
MRI Software, LLC 12/19/2025 5,186,358
MRI Software, LLC 2/10/2027 636,370
Minotaur Acquisition, Inc. 5/20/2026 1,162,791
Minotaur Acquisition, Inc. 5/20/2025 1,162,791
Minotaur Acquisition, Inc. 5/20/2030 697,674
Patriot Growth Insurance Services, LLC 11/17/2025 3,470,000
PT Intermediate Holdings III, LLC 9/1/2024 767,917
Ryan, LLC 11/14/2024 514,286
Tank Holding Corp. 5/22/2024 495,000
Touchdown Acquirer Inc. 2/21/2026 898,204
Total unfunded commitments $ 29,997,295
(1) Commitments are generally subject
to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding
until the commitment period of an applicable loan expires, which may be shorter than its maturity.
50
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
A summary of the composition
of the unfunded commitments as of December 31, 2023 is shown in the table below:
Expiration
Date (1) As of
December 31,
2023
Accession Risk Management Group, Inc. 2/14/2025 $ 2,457,847
Aptean Inc. 1/30/2031 436,880
Aptean Inc. 1/30/2026 851,480
Aramsco, Inc. 10/10/2025 712,871
B’Laster Holdings, LLC 10/25/2025 466,666
Enverus Holdings, Inc. 12/22/2025 310,811
Enverus Holdings, Inc. 12/24/2029 472,973
ImageFirst Holdings, LLC 4/28/2025 833,333
MRI Software LLC 2/10/2027 6,363,630
MRI Software LLC 2/10/2027 636,370
OMNIA Partners, LLC 1/25/2024 223,269
Patriot Growth Insurance Services, LLC 11/17/2025 4,650,000
PT Intermediate Holdings III, LLC 9/1/2024 579,942
Ryan, LLC 11/14/2024 514,286
Tank Holding Corp. 5/22/2024 597,000
Total unfunded commitments $ 20,107,358
(1) Commitments are generally subject
to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding
until the commitment period of an applicable loan expires, which may be shorter than its maturity.
From time to time, the Company
may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2024, management is not
aware of any pending or threatened litigation.
Note 10. Earnings Per Share
In accordance with the provisions
of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available
to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares,
and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of each of June 30, 2024
and June 30, 2023, there were no dilutive shares.
The following table sets forth
the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2024 and June 30,
2023.
For the Three Months
Ended June
30
For the Six Months
Ended June 30
2024
2023
2024
2023
Net increase (decrease) in net assets resulting from operations
$ 5,312,813
$ 23,940,662
$ 28,192,953
$ 52,028,984
Weighted average shares of common stock outstanding - basic and diluted
32,569,280
25,453,970
32,081,916
25,025,158
Earnings (loss) per share of common stock - basic and diluted
$ 0.16
$ 0.94
$ 0.88
$ 2.08
51
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 11. Financial Highlights
The following per share of
common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial
highlights for the six months ended June 30, 2024 and June 30, 2023:
For the Six Months
Ended
June 30,
2024
2023
Per Common Share Operating Performance
Net Asset Value, Beginning of Period
$ 17.04
$ 14.96
Results of Operations:
Net Investment Income (1)
1.00
1.11
Net Realized and Unrealized Gain (Loss) on Investments (4)
( 0.23 )
1.00
Net Increase (Decrease) in Net Assets Resulting from Operations
0.77
2.11
Distributions to Common Stockholders
Distributions from Net Investment Income
( 0.96 )
( 0.52 )
Net Decrease in Net Assets Resulting from Distributions
( 0.96 )
( 0.52 )
Net Asset Value, End of Period
$ 16.85
$ 16.55
Shares Outstanding, End of Period
32,567,405
25,772,963
Ratio/Supplemental Data
Net assets, end of period
$ 548,790,231
$ 426,528,796
Weighted-average shares outstanding
32,081,916
25,025,158
Total Return (3)
4.73 %
14.11 %
Portfolio turnover
17 %
11 %
Ratio of operating expenses to average net assets without waiver (2)
14.28 %
13.30 %
Ratio of operating expenses to average net assets with waiver (2)
14.26 %
13.05 %
Ratio of net investment income (loss) to average net assets without waiver (2)
11.64 %
13.79 %
Ratio of net investment income (loss) to average net assets with waiver (2)
11.66 %
14.04 %
(1) The per common share data was derived by using weighted average shares outstanding.
(2) The ratios reflect an annualized amount.
(3) Total return is calculated as the change in net asset
value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share.
Total return is not annualized. Assumes reinvestment of distributions.
(4) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statements of Operations due to share transactions during the period.
Note 12. Subsequent Events To
Be Updated
The Company’s management
has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been
no subsequent events that require recognition or disclosure in these consolidated financial statements, except for the following:
Distributions
On July 16, 2024, the Company paid a distribution
in the amount of $ 15,306,680 , or $ 0.47 per share, to shareholders on record as of June 28, 2024.
52
Unfunded Capital Commitments
On July 1, 2024, $ 41,786 of the outstanding commitment
to Accession Risk Management Group, Inc. was funded. The balance of the remaining unfunded commitment is $ 387,857 .
On July 5, 2024, $ 124,826 of the outstanding commitment
to MRI Software LLC was funded. The balance of the remaining unfunded commitment is $ 511,444 .
On July 5, 2024, $ 117,220 of the outstanding commitment
to Aptean Acquiror Inc. was funded. The balance of the remaining unfunded commitment is $ 692,821 .
On July 9, 2024, $ 2,960,000 of the outstanding
commitment to GS AcquisitionCo, Inc. was funded. The balance of the remaining unfunded commitment is $ 1,583,680 .
On July 9, 2024, $ 133,333 of the outstanding commitment
to GS AcquisitionCo, Inc. was funded. The balance of the remaining unfunded commitment is $ 906,667 .
On July 31, 2024, $ 525,000 of the outstanding commitment
to Patriot Growth Insurance Services, LLC was funded. The balance of the remaining unfunded commitment is $ 2,945,000 .
On August 7, 2024, $ 1,162,791 , the remaining outstanding commitment
to Minotaur Acquisition, Inc., was fully funded.
Company Rule 10b5-1 Stock Repurchase Plan
From July 1, 2024 to August 8, 2024, the Company
repurchased 8,835 shares of its common stock pursuant to the Company Rule 10b5-1 Repurchase Plan at an aggregate price of $ 142,833 .
53
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The following discussion and
analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing
elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,”
or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking Statements
This quarterly report on Form
10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance
should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations,
estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions.
Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,”
“continue,” “believes,” “seeks,” “estimates,” “would,” “could,”
“should,” “targets,” “projects,” and variations of these words and similar expressions are intended
to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties
and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements, including:
●
our future operating results;
●
our business prospects and the prospects of our portfolio companies;
●
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the liquidity of certain banks;
●
uncertainty surrounding the financial and political
stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;
●
the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;
●
rising levels of inflation, and its impact on us, on our portfolio companies and on the industries in which we invest;
●
the ability of the Investment Advisor to locate suitable investments for us and to monitor and administer our investments;
●
the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;
●
risk associated with possible disruptions in our operations or the economy generally, including a possible slowdown in the economy and risk of recession;
●
the timing of cash flows, if any, from the operations of the companies in which we invest;
●
the ability of the companies in which we invest to achieve their objectives;
●
our ability to continue to effectively manage our business due to the disruptions caused by global political and economic instability;
●
the dependence of our future success on the general economy and its effect on the industries in which we invest;
●
our ability to maintain our qualification as a BDC and as a RIC under the Code;
●
the use of borrowed money to finance a portion of our investments;
●
the adequacy, availability and pricing of our financing sources and working capital;
●
actual or potential conflicts of interest with the Investment Advisor and its affiliates;
●
our contractual arrangements and relationships with third parties;
●
loss of key personnel, and the illiquid nature of our investments; and
●
the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.
54
Although we believe that the
assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and
as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties,
the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation
by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section
entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance
on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty
and do not undertake to update the forward-looking statements.
Overview
We are a financial services
company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies.
We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end
management investment company. We have elected to be regulated as a BDC under the 1940 Act and, beginning with our taxable year ended
December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually.
On
January 22, 2024, we completed our IPO, issuing 5,450,000 shares of common stock, par value $0.001, at a public offering price of $16.45
per share. Our common stock began trading on the New York Stock Exchange under the symbol “PSBD” on January 18, 2024.
We
are externally managed by the Investment Advisor, an investment adviser that is registered with the SEC under the Advisers Act, pursuant
to the Advisory Agreement. Subject to the supervision of our Board, a majority of which is made up of Independent Directors, our Investment
Advisor manages our day-to-day operations and provides us with investment advisory and management services and certain administrative
services. The Investment Advisor, in its capacity as Administrator, provides the administrative services necessary for us to operate pursuant
to the Administration Agreement. The Administrator has entered into the Sub-Administration Agreement to delegate certain administrative
functions to the Sub-Administrator. Our Investment Advisor is a majority-owned subsidiary of PSCM, which is a privately held firm specializing
in global alternative (non-traditional) investments with a total return orientation.
Our
investment objective is to maximize total return, comprised of current income and capital appreciation. However, no assurance can be given
that our investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis.
The Company’s current investment focus is guided by two strategies that facilitate our investment opportunities and core competencies:
(1) investing in corporate debt securities and, to a lesser extent, (2) investing in CLO structured credit funds that typically own corporate
debt securities, including the equity and junior debt tranches of CLOs. We seek to invest in credit and other assets that the Investment
Advisor believes have strong structural protections, limited downside, and low long-term beta, or volatility, in comparison to systemic
risk within the broader credit and equity markets. A significant portion of the loans in which we may invest or obtain exposure to through
our investments in structured securities may be deemed “Covenant-Lite Loans,” which means the loans contain fewer or no maintenance
covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached.
55
Revenues
We generate revenue primarily
in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments generally
bear interest at a floating rate usually determined on the basis of a benchmark. Interest on debt securities is generally payable quarterly
or semi-annually. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances.
In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of
these repayments is expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales
of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees
for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses
include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses
under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our
operations and transactions, including:
●
interest expense and other costs associated with our indebtedness;
●
the cost of calculating our NAV, including the cost of any third-party valuation services;
●
the cost of effecting sales and repurchases of shares of our common stock and other securities;
●
fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
●
transfer agent and custodial fees;
●
operating costs incurred prior to the commencement of our operations;
●
out-of-pocket fees and expenses associated with marketing efforts;
●
federal and state registration fees and any stock exchange listing fees;
●
U.S. federal, state and local taxes;
●
Independent Directors’ fees and expenses;
●
brokerage commissions and markups;
●
fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;
●
direct costs, such as printing, mailing, long distance telephone and staff;
●
fees and expenses associated with independent audits and outside legal costs;
●
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
●
other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses.
56
Portfolio and Investment Activity
As of June 30, 2024, our weighted
average total yield to maturity of debt and income producing securities at fair value was 9.82%, and our weighted average total yield
to maturity of debt and income producing securities at amortized cost was 8.80%.
As of December 31, 2023, our
weighted average total yield to maturity of debt and income producing securities at fair value was 10.51%, and our weighted average total
yield to maturity of debt and income producing securities at amortized cost was 8.93%.
As of June 30, 2024, we had
256 debt and equity investments in 209 portfolio companies with an aggregate fair value of approximately $1.4 billion.
As of December 31, 2023, we
had 227 debt and equity investments in 191 portfolio companies with an aggregate fair value of approximately $1.0 billion.
Our investment activity for
the three and six months ended June 30, 2024 and June 30, 2023 is presented below (information presented herein is at amortized cost unless
otherwise indicated).
For the Three Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
New investments:
Gross investments
$ 189,301,404
$ 46,672,859
$ 535,784,227
$ 110,130,547
Less: sold investments
(140,027,013 )
(33,815,172 )
(209,583,349 )
(135,954,079 )
Total new investments
49,274,391
12,857,687
326,200,878
(25,823,532 )
Principal amount of investments funded:
First-lien senior secured debt investments
$ 152,521,210
$ 46,672,859
$ 464,632,921
$ 110,130,547
Second-lien senior secured debt investments
31,427,000
-
42,224,500
-
Corporate bonds
4,095,000
-
4,095,000
-
Collateralized securities and structured products - debt
-
-
23,573,612
-
Common stock
1,258,194
-
1,258,194
-
Total principal amount of investments funded
189,301,404
46,672,859
535,784,227
110,130,547
Principal amount of investments sold or repaid:
First-lien senior secured debt investments
$ 122,980,773
$ 28,021,408
$ 177,972,549
$ 127,184,752
Second-lien senior secured debt investments
9,394,359
5,000,000
18,454,359
5,000,000
CLO Equity
3,651,813
793,764
7,906,441
889,852
Collateralized securities and structured products - debt
4,000,068
-
5,250,000
2,879,475
Common Stock
-
-
-
-
Total principal amount of investments sold or repaid
140,027,013
33,815,172
209,583,349
135,954,079
57
Our investment activity for
the three and six months ended June 30, 2024 and June 30, 2023 is presented below (information presented herein is at Par unless otherwise
indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding
as of June 30, 2024 and June 30, 2023, respectively.
For the Three Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
Number of new investment commitments
24
13
59
28
Average new investment commitment amount
$ 5,575,295
$ 4,118,535
$ 4,718,311
$ 3,914,768
Weighted average maturity for new investment commitments
6.05 years
5.26 years
5.98 years
5.27 years
Percentage of new debt investment commitments at floating rates
97.01 %
100.00 %
98.56 %
100.00 %
Percentage of new debt investment commitments at fixed rates
2.99 %
0.00 %
1.44 %
0.00 %
Weighted average interest rate of new investment commitments (1)
9.96 %
10.15 %
10.07 %
10.12 %
Weighted average spread over reference rate of new floating rate investment commitments (2)
4.68 %
4.96 %
4.75 %
4.92 %
Weighted average interest rate on investment sold or paid down
10.69 %
10.87 %
10.53 %
9.20 %
(1) New
CLO equity investments do not have an ascribed interest rate and are therefore excluded from the calculation.
(2) Variable rate loans bear interest
at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the
CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR),
which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate
base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of
the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined
additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
As of June 30, 2024 and December
31, 2023, our investments consisted of the following:
June 30, 2024
December 31, 2023
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
First-lien senior secured debt
$ 1,254,519,047
$ 1,226,934,913
$ 984,089,538
$ 952,100,626
Second-lien senior secured debt
97,368,444
86,953,000
67,449,770
55,989,218
Corporate Bonds
8,733,229
8,039,366
4,495,104
4,239,975
CLO Mezzanine
33,359,737
33,427,672
14,859,567
13,764,620
CLO Equity
16,297,133
11,901,468
24,478,438
18,953,309
Equity
1,258,194
1,258,194
-
-
Short-term investments
63,062,155
63,062,155
63,763,005
63,763,005
Total Investments
$ 1,474,597,939
$ 1,431,576,768
$ 1,159,135,422
$ 1,108,810,753
58
The table below describes
investments by industry composition based on fair value as of June 30, 2024 and December 31, 2023:
June 30,
2024
December 31,
2023
Software
12.3 %
14.0 %
Healthcare Providers and Services
9.4 %
9.3 %
Professional Services
7.5 %
7.2 %
Insurance
7.0 %
5.9 %
IT Services
6.2 %
6.7 %
Hotels, Restaurants and Leisure
4.5 %
4.2 %
Short-Term Investments
4.4 %
5.8 %
Chemicals
4.1 %
2.9 %
Diversified Financial Services
4.1 %
4.2 %
Independent Power and Renewable Electricity Producers
4.0 %
3.4 %
Media
3.0 %
3.7 %
Diversified Consumer Services
2.5 %
1.6 %
Structured Note
2.3 %
1.2 %
Construction and Engineering
2.3 %
2.6 %
Building Products
2.2 %
2.9 %
Auto Components
2.1 %
1.7 %
Food Products
2.0 %
2.0 %
Internet Software and Services
1.9 %
1.4 %
Machinery
1.6 %
1.6 %
Electronic Equipment, Instruments and Components
1.4 %
1.5 %
Containers and Packaging
1.4 %
1.7 %
Metals and Mining
1.3 %
1.2 %
Aerospace and Defense
1.2 %
1.2 %
Oil, Gas and Consumable Fuels
1.1 %
0.9 %
Energy Equipment and Services
1.1 %
1.4 %
Diversified Telecommunication Services
0.9 %
0.8 %
Structured Subordinated Note
0.8 %
1.7 %
Household Durables
0.8 %
0.4 %
Real Estate Management and Development
0.8 %
0.6 %
Commercial Services and Supplies
0.7 %
1.3 %
Wireless Telecommunication Services
0.7 %
0.6 %
Pharmaceuticals
0.6 %
0.6 %
Road and Rail
0.6 %
0.5 %
Electric Utilities
0.6 %
- %
Electrical Equipment
0.6 %
0.5 %
Industrial Conglomerates
0.6 %
0.4 %
Healthcare Equipment and Supplies
0.5 %
0.8 %
Specialty Retail
0.5 %
0.6 %
Airlines
0.4 %
- %
Healthcare Technology
- %
1.0 %
Total
100.0 %
100.0 %
59
The table below shows the
weighted average yields and interest rate of our debt investments at fair value as of June 30, 2024 and December 31, 2023:
June 30,
2024
December 31,
2023
Weighted average total yield of debt and income producing securities
9.82
%
10.51
%
Weighted average interest rate of debt and income
producing securities (1)
9.80
%
10.10
%
Weighted average spread over reference rate of all floating rate investments (2)
4.47
%
4.61
%
(1) CLO equity securities are considered
income producing securities but do not have an ascribed interest rate, and therefore are excluded from the calculation.
(2) Variable rate loans bear interest
at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the
CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR),
which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate
base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of
the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined
additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
Results of Operations
The following table represents
the operating results for the three and six months ended June 30, 2024 and June 30, 2023.
For the
Three Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
Total investment income
$ 36,549,496
$ 27,441,864
$ 71,334,439
$ 53,627,365
Less: Net expenses
20,791,645
13,241,745
39,258,359
25,834,566
Net investment income
15,757,851
14,200,119
32,076,080
27,792,799
Net realized gains (losses) on investments
(9,411,924 )
(2,570 )
(11,148,255 )
(320,015 )
Net change in unrealized gains (losses) on investments
(1,033,114 )
9,743,113
7,265,128
24,556,200
Net increase (decrease) in net assets resulting from operations
$ 5,312,813
$ 23,940,662
$ 28,192,953
$ 52,028,984
Investment Income
Investment income for the three and six months ended June 30, 2024 and
June 30, 2023, was as follows:
For the Three
Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
Interest from investments
$ 35,278,431
$ 26,166,621
$ 68,486,203
$ 51,619,359
Dividend income
805,031
1,142,016
2,059,727
1,818,884
Payment-in-kind interest income
182,116
-
234,303
-
Other income
283,918
133,227
554,206
189,122
Total investment income
$ 36,549,496
$ 27,441,864
$ 71,334,439
$ 53,627,365
60
For the three and six months
ended June 30, 2024 and June 30, 2023, total investment income was driven by increasing interest income due to the size of the portfolio.
The size of our investment portfolio at fair value increased from $1.0 billion as of December 31, 2023 to $1.4 billion as of June 30,
2024. The size of our investment portfolio at fair value decreased from $966.9 million as of December
31, 2022 to $966.0 million as of June 30, 2023 . All debt and short-term investments were income producing, and there were no loans
on non-accrual status as of June 30, 2024 .
Expenses
Operating
expenses for the three and six months ended June 30, 2024 and June 30, 2023, were as follows :
For the Three Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
Interest expense
$ 14,997,028
$ 10,874,884
$ 28,175,858
$ 21,197,013
Incentive fees
2,249,954
-
4,174,706
-
Management fees
2,450,079
2,046,014
4,866,318
3,958,241
Other operating expenses
1,057,289
557,900
2,017,398
1,136,900
Directors fees
37,295
18,699
74,590
37,192
Management fee waiver
-
(255,752 )
(50,511 )
(494,780 )
Net expenses
$ 20,791,645
$ 13,241,745
$ 39,258,359
$ 25,834,566
Net
expenses for the three months ended June 30, 2024 were $20.8 million, which consisted of $15.0 million in interest expense, $2.5 million
in management fees, $2.2 million in incentive fees, $1.1 million in other operating expenses, and $37 thousand in directors fees. Net
expenses for the six months ended June 30, 2024 were $39.3 million, which consisted of $28.2 million in interest expense, $4.9 million
in management fees, $4.2 million in incentive fees, $2.0 million in other operating expenses,
and $75 thousand in directors fees offset by $51 thousand in management fee waiver from the Investment Advisor.
Net expenses for the three
months ended June 30, 2023 were $13.2 million, which consisted of $10.9 million in interest expense, $2.0 million in management fees,
$558 thousand in other operating expenses, and $19 thousand in directors fees offset by $256 thousand in management fee waiver from the
Investment Advisor. Net expenses for the six months ended June 30, 2023 were $25.8 million, which consisted of $21.2 million in interest
expense, $4.0 million in management fees, $1.1 million in other operating expenses, and $37 thousand in directors fees offset by $495
thousand in management fee waiver from the Investment Advisor.
The
increase in expenses for the six months ended June 30, 2024 compared to the same period in the prior year was primarily due to the average
balance of debt increasing from $628.8 million at June 30, 2023 to $770.9 million at June 30, 2024 (interest rates increased slightly
from 6.30% to 6.95% during the same period) under our BoA Credit Facility, WF Credit Facility and CLO Transaction and incentive fees
due to the Investment Advisor upon completion of the IPO.
61
Net Change in Unrealized Gains (Losses) on
Investments
We fair value our portfolio
investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During
the three and six months ended June 30, 2024 and June 30, 2023, net unrealized gains (losses) on our investment portfolio were comprised
of the following :
For the
Three Months
Ended June 30
For the Six Months
Ended June 30
2024
2023
2024
2023
Unrealized gains on investments
$ 21,190,332
$ 20,401,279
$ 33,732,798
$ 36,764,497
Unrealized (losses) on investments
(22,223,446 )
(10,658,166 )
(26,467,670 )
(12,208,297 )
Net change in unrealized gains (losses) on investments
$ (1,033,114 )
$ 9,743,113
$ 7,265,128
$ 24,556,200
The
change in unrealized appreciation (depreciation) for the three months ended June 30, 2024 and June 30, 2023 totaled $(1.0) million and
$9.7 million, respectively. For the three months ended June 30, 2024, this consisted of net unrealized depreciation of $8.1 million related
to existing portfolio investments, and net unrealized appreciation of $7.1 million related to exited portfolio investments (a portion
of which has been reclassified to realized losses). For the three months ended June 30, 2023, this consisted of net unrealized appreciation
of $7.8 million related to existing portfolio investments, and net unrealized appreciation of $1.9 million related to exited portfolio
investments (a portion of which has been reclassified to realized gains).
The change in unrealized appreciation
(depreciation) for the six months ended June 30, 2024 and June 30, 2023 totaled $7.3 million and $24.6 million, respectively. For the
six months ended June 30, 2024, this consisted of net unrealized depreciation of $6.9 million related to existing portfolio investments,
and net unrealized appreciation of $14.2 million related to exited portfolio investments (a portion of which has been reclassified to
realized gains). For the six months ended June 30, 2023, this consisted of net unrealized appreciation of $20.4 million related to existing
portfolio investments, and net unrealized appreciation of $4.2 million related to exited portfolio investments (a portion of which has
been reclassified to realized gains).
Financial Condition, Liquidity and Capital
Resources
We anticipate cash to be generated
from registered offerings of our common stock and other future offerings of equity and debt securities (including on-balance sheet CLO
financings), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S.
government securities and other high-quality debt investments that mature in one year or less. Additionally, we are permitted, under specified
conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined
in the 1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise equity capital
on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while any indebtedness
and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares
unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection with borrowings, our
lenders, including under the BoA Credit Facility and the WF Credit Facility, may require us to pledge assets, investor commitments to
fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may ask us to comply with positive or negative
covenants that could have an effect on our operations.
During
the six months ended June 30, 2024, we experienced a net increase in cash and cash equivalents of $12.7 million. During the period, net
cash used in operating activities was $238.4 million, primarily as a result of fundings of portfolio investments (excluding investments
in short-term investments) of $535.8 million, partially offset by proceeds received from sale of investments of $209.6 million. We funded
short-term investments during the period, and as of the end of the period we held $63.1 million in fair value of short-term investments.
During the same period, net cash provided by financing activities was $251.1 million, primarily
consisting of $300.0 million in proceeds from the CLO Transaction (as defined below), offset by $117.4 million of net repayments under
the BoA Credit Facility and WF Credit Facility, partially increased by proceeds from the issuance of common stock of $89.7 million.
62
During
the six months ended June 30, 2023, we experienced a net increase in cash and cash equivalents of $5.1 million. During the period, net
cash provided by operating activities was $18.0 million, primarily as a result of proceeds received from sale of investments of $136.0
million, partially offset by fundings of portfolio investments (excluding investments in short-term investments) of $110.1 million. We
funded short-term investments during the period, and as of the end of the period we held $96.9 million in fair value of short-term investments.
During the same period, net cash used in financing activities was $12.9 million, primarily consisting of $17.0 million of net repayments
under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $13.2 million, partially offset by proceeds from
the issuance of common stock of $17.3 million.
As
of June 30, 2024 and June 30, 2023, we had cash and cash equivalents of $14.8 million and $6.7 million, respectively. As of June 30, 2024,
we had $386.6 million principal outstanding under the BoA Credit Facility, $136.3 million principal outstanding under the WF Credit Facility
and $300.0 million of outstanding indebtedness under the CLO Transaction. As of June 30, 2023, we had $490.0 million principal outstanding
under the BoA Credit Facility and $134.3 million principal outstanding under the WF Credit Facility.
During
the six months ended June 30, 2024 and June 30, 2023, we had aggregate capital commitments and undrawn capital commitments from investors
as follows :
June 30, 2024
June 30, 2023
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Capital
Commitments
Unfunded
Capital
Commitments
% of Capital
Commitments
Funded
Common stock
$ 89,652,500
$ -
100 %
$ 17,654,225
$ 350,0000
98 %
As a BDC, we are required
to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any
preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt
and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of June
30, 2024 , our asset coverage ratio was 167%.
Capital Contributions
During the six months ended June
30, 2024 and June 30, 2023, we issued and sold 5,485,963 shares at an aggregate purchase price of $90.2 million and 1,486,335 shares at
an aggregate purchase price of $24.2 million, respectively. These amounts include shares issued in reinvestment.
Company Rule 10b5-1 Stock Repurchase Plan
Concurrently with the closing
of the IPO, we have entered into a share repurchase plan (the “Company Rule 10b5-1 Repurchase Plan”) to acquire up to $15
million in the aggregate of shares of our common stock, if the market price per share of our common stock is below the most recently reported
NAV per share, subject to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume
of purchases made as the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Repurchase Plan commenced
on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase
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
Repurchase Plan equals $15 million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase
Plan.
For the six months ended June
30, 2024, we repurchased 21,352 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
PSCM Rule 10b5-1 Stock Purchase Plan
In addition, PSCM will purchase
up to $5 million in the aggregate of shares of our common stock in the open market within one year of the IPO date if shares of our common
stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing of the IPO, PSCM entered into a share
repurchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million shares of our common
stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations.
The PSCM Rule 10b5-1 Stock Purchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from
the date of the PSCM Rule 10b5-1 Stock Purchase Plan, (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 Plan equals $2.5 million, and (iii) the occurrence of certain other events described
in the PSCM Rule 10b5-1 Stock Purchase Plan.
For the six months ended June
30, 2024, PSCM did not repurchase any shares of our common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan.
63
Financing Arrangements
Bank of America Credit Facility
On February 18, 2020, we,
through a special purpose wholly-owned subsidiary, PS BDC Funding, entered into the Credit Agreement with the Lenders, BofA N.A. as the
administrative agent and BofA Securities, as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide us with
a revolving line of credit.
Under the BoA Credit Facility,
the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement)
amount. The Commitment amount for the BoA Credit Facility is currently $525 million. The Borrowers’ ability to draw under the BoA
Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required to
be repaid by February 18, 2028. On March 29, 2024, we entered into a fourth amendment to the BoA Credit Facility to, among other things:
(i) extend the facility maturity date from February 18, 2025 to February 18, 2028; (ii) update arrangements for the calculation of the
fee on unused commitments from 1.30% to a range from 0.50% to 1.40%, depending on the amount of commitments utilized, and (iii) payment
of an extension fee.
Prior to February 3, 2023,
the loans under the BOA Credit Facility may have been base rate loans or euro currency loans. The base rate loans bore interest at the
base rate plus 1.30%, and the eurocurrency rate loans bore interest at 1-month or 3-month LIBOR plus 1.30%. The “base rate”
was equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month LIBOR. On February 3,
2023, the Company entered into an omnibus amendment to the BoA Credit Facility that, among other things: (i) removed LIBOR transition
language and (ii) replaced eurocurrency rate loans with SOFR loans.
As of February 3, 2023, the
loans under the BoA Credit Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus
1.40%, and the SOFR loans will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be
equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit
Agreement includes fallback language in the event that SOFR becomes unavailable. Interest pursuant to base rate loans is payable quarterly
in arrears, and interest pursuant to SOFR loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice
pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month
anniversary of the Second Amendment to the Credit Agreement. Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of
the BoA Credit Facility, and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility. Such fee is payable quarterly in
arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for
First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
PS BDC Funding has pledged
all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both
the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting
requirements, and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the
leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions
and custody (Section 17, as modified by Section 57, of the 1940 Act). The custodian of the assets pledged to BofA N.A. pursuant to the
BoA Credit Facility is U.S. Bank. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default
under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve
as investment adviser to the Company.
As of June 30, 2024, we had
$386.6 million principal outstanding and $138.4 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was
in compliance with the applicable covenants in the BoA Credit Facility on such date.
64
Wells Fargo Credit Facility
On December 18, 2020, we,
through a special purpose wholly-owned subsidiary, PS BDC Funding II, entered into the Loan Agreement with the WF Lenders, WFB as the
administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide us with a line
of credit.
On December 18, 2023, we entered
into the WF Credit Facility Fourth Amendment, which amends the WF Credit Facility to, among other things: (i) increase the amount available
for borrowing under the WF Credit Facility from $150,000,000 to $175,000,000, (ii) extend the facility maturity date from December 18,
2025 to December 18, 2028 and (iii) extend the reinvestment period from December 18, 2023 to December 18, 2026 (subject to other provisions
of the WF Credit Facility).
Prior to April 10, 2023, the
loans under the WF Credit Facility may have been Broadly Syndicated Loans or Middle Market loans and were eurocurrency rate loans unless
such rate was unavailable, in which case the loans were base rate loans until such rate was available. Broadly Syndicated Loans bore interest
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
2.35%. The “base rate” was equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. On April
10, 2023, the Company entered into an amendment to the WF Credit Facility that, among other things: (i) transferred and assigned U.S.
Bank National Association’s rights and obligations as collateral agent and as a secured party to U.S. Bank Trust Company, National
Association, (ii) referenced SOFR instead of LIBOR and (iii) removed LIBOR transition language.
As of April 10, 2023, the
loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear interest at Daily Simple SOFR
or base rate (to the extent Daily Simple SOFR is unavailable), plus 2.50%, with an interest rate floor of 0.0%. The “base rate”
will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement includes fallback language
in the event that Daily Simple SOFR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative
agent. Following an amendment to the WF Credit Facility on October 13, 2021, the Loan Agreement requires the payment of a non-usage fee
of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts,
(y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1) daily unused
Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused
Facility Amount and 50% of the Facility Amount and (ii) zero, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused
Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused
Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility includes
the option to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction amount prior
to the one-year anniversary of the WF Credit Facility Fourth Amendment, and 1.00% thereafter. The applicable percentage for the advance
rate on PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each
such term is defined in the Loan Agreement).
PS BDC Funding II has pledged
all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank
acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are
required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing
under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940
Act provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57, of the 1940 Act). The obligations
under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event
of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if PSCM
or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
65
As of June 30, 2024, we had
$136.3 million outstanding and $38.7 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance
with the applicable covenants in the WF Credit Facility on such date.
CLO Transaction
On May 23, 2024, we completed a $400.5 million
term debt securitization (the “CLO Transaction”), also known as a collateralized loan obligation (“CLO”), in connection
with which our wholly-owned indirect subsidiary issued the Notes (as defined below). The CLO Transaction functions as a source of long-term
balance sheet financing for a portion of our portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction
are subject to our regulatory asset coverage requirement.
The notes offered in the CLO Transaction were
issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the
laws of the Cayman Islands and our wholly-owned subsidiary, and consist of (i) $232 million of Class A Notes (the “Class A Notes”);
(ii) $58 million of Class B-1 Notes, (the “Class B-1 Notes”); and (iii) $10 million of Class B-2 Notes (the “Class B-2
Notes” and, together with the Class A Notes and the Class B-1 Notes, the “Secured Notes”). Additionally, the Issuer
issued $100.5 million of Subordinated Notes (the “Subordinated Notes”), which do not bear interest but are entitled to all
of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed
to the holders of the Secured Notes. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the
“Notes.”
The CLO Transaction is backed by a diversified
portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation
interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority
allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein,
which is managed by us as collateral manager pursuant to a collateral management agreement entered into with the Issuer (the “Collateral
Management Agreement”). We have agreed to irrevocably waive all collateral management fees payable to us so long as we are
the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2037; however, the
Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of us,
in the case of the Secured Notes) or (ii) us, in each case, on any business day on or after July 15, 2026.
As of June 30, 2024, we had outstanding indebtedness
under the CLO Transaction of $300.0 million.
Distribution Policy
To the extent that we have
income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined
by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.
66
We have elected to be treated,
and intend to operate in a manner so as to continuously qualify, as a RIC under the Code. To obtain and maintain RIC tax treatment, among
other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the
sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company
taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed
on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal
to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2%
of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally
for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding
years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain applicable
provisions of the Code and U.S. Treasury regulations, distributions payable in cash or in shares of stock at the election of the stockholders
are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where
the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too
many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders
electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with
this guidance that are payable in part in stock, taxable stockholders receiving such dividends will be required to include the full amount
of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital
gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings
and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends
in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be
less than the amount included in income with respect to the dividend, depending on the value of our stock at the time of the sale. Furthermore,
with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such dividends, including in respect
of all or a portion of such dividend that is payable in stock.
For these excise tax purposes,
we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S. federal income
tax. Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution
in the following calendar year, and pay any applicable U.S. federal excise tax. We may not be able to achieve results that will permit
the payment of cash distributions.
We currently intend to distribute
net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the
assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur
a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders. If this
happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the capital
gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders would be eligible to claim a
tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. We may not be able to achieve
operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making
distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions
are limited by the terms of any of our borrowings.
We have adopted a dividend
reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a
stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then
stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions
automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.
67
Prior to the IPO, the Board
primarily used newly-issued shares of our common stock to implement the dividend reinvestment plan. The number of shares of common stock
to be issued to a participant prior to the IPO would be equal to the quotient determined by dividing the cash value of the dividend payable
to such stockholder by the NAV per share as of the date such dividend was declared.
After the IPO, the Board intends
to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per
share at, below or above NAV. However, the Board reserves the right to purchase shares in the open market in connection with the implementation
of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach
(i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best
interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential
dilution in connection with such issuance to be incurred by our stockholders against our need and usage of reinvested funds, and, if we
use newly issued shares to implement the dividend reinvestment plan at a time when the shares are trading at a price below NAV, the stockholders’
receipt of fewer shares than they would have if we had effectuated open market purchases. The number of newly issued shares to be issued
to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price
per share of our common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased
in open market transactions by Equiniti, the plan administrator and our transfer agent, registrar, and dividend disbursing agent, will
be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of
our common stock purchased with respect to the dividend.
A registered stockholder may
elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator
no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through
the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
form.
Critical Accounting Estimates
Our consolidated financial
statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting periods.
Critical accounting estimates
are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need
to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. The preparation
of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates
could cause actual results to differ. In addition to the discussion below, we have described our critical accounting estimates in the
notes to our consolidated financial statements.
Valuation of Portfolio Investments
In December 2020, the SEC
adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to either (i) choose to continue to determine fair
value in good faith, or (ii) designate its investment adviser as the valuation designee tasked with determining fair value in good faith,
subject to the board’s oversight. Our Board has designated the Investment Advisor to serve as our valuation designee effective August
11, 2022.
Under procedures established
by our Board, we value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange
will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. Eastern Time on the date of determination.
If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices
as reported by an independent, third-party pricing service on the date of determination (unless the prices provided by the pricing service
is believed by the Investment Advisor to be unreliable or a significant event has occurred subsequent to the provision of the prices that
the Investment Advisor determines will affect the fair value of the securities). Debt and equity securities that are not publicly traded
or whose market prices are not readily available (or for which either of the events noted in the parenthetical immediately above occur)
are valued at fair value by the Investment Advisor. Such determination of fair values may involve subjective judgments and estimates,
although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material
portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted
securities, our Investment Advisor will value each investment considering, among other measures, discounted cash flow models, comparisons
of financial ratios of peer companies that are public and other factors. With respect to Level 3 assets, we intend to retain one or more
independent providers of financial advisory services to assist the Investment Advisor by performing certain limited third-party valuation
services. We may appoint additional or different third-party valuation firms in the future.
68
When an external event such
as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable
company, the Investment Advisor will use the pricing indicated by the external event in connection with its fair valuation determination
process. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to
value many of our portfolio investments at fair value as determined in good faith by the Investment Advisor using a documented valuation
policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that
do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have
been used had readily available market quotations existed for such investments, and the differences could be material.
Net Realized Gains or Losses and Net Change
in Unrealized Appreciation or Depreciation
We measure realized gains
or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without
regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties.
Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period,
including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Realized gains
and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified
cost basis method for financial reporting.
Related Party Transactions
We have entered into the Advisory
Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator).
Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an executive officer of ours and an interested member of our Board, and Angie K.
Long and Scott A. Betz, each an executive officer of ours, have an indirect pecuniary interest in the Investment Advisor. The Investment
Advisor is a registered investment adviser under the Advisers Act that is majority-owned by PSCM. See “ Note 3. Agreements and
Related Party Transactions – Administration Agreement ” and “ – Investment Advisory Agreement ”
in the notes to the accompanying consolidated financial statements.
Contractual Obligations
We have certain contracts
under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance
with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated
at an annual rate of 1.75% of the average value of the weighted average of our total net assets at the end of the two most recently completed
quarters and (b) an incentive fee based on our performance. The Investment Advisor 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 IPO. We have entered into an Administration Agreement with the
Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities
and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with other services
necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.
69
A summary of our significant
contractual payment obligations related to the repayment of our outstanding indebtedness at June 30, 2024 is as follows:
Payments Due by Period
Total
Less than
1 year
1-3 years
3-5 years
After
5 years
BoA Credit Facility, Net
$ 383,148,268
$ -
$ -
$ 383,148,268
$ -
WF Credit Facility, Net
136,717,785
-
-
136,717,785
-
CLO Transaction, Net
300,524,027
300,524,027
Total contractual obligations
$ 820,390,080
$ -
$ -
$ 519,866,053
$ 300,524,027
Off-Balance Sheet Arrangements
Unfunded commitments to provide funds to portfolio companies are not
recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded
commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements.
As of June 30, 2024 and December 31, 2023, we had twenty-two unfunded commitments totaling $30.0 million and fifteen unfunded commitments
totaling $20.1 million, respectively. See “Note 9. Commitments and Contingencies” in the notes to the accompanying
consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity
in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should
the need arise. See Financial Condition, Liquidity and Capital Resources above.
Other than contractual commitments
and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
We are subject to financial
market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from
changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be
affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance
that a significant change in market interest rates will not have a material adverse effect on our net investment income.
70
Assuming that the consolidated
statements of assets and liabilities as of June 30, 2024 were to remain constant and that we took no actions to alter our existing interest
rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rate.
Change in Interest Rates
Increase
(Decrease) in
Interest
Income
Increase
(Decrease) in
Interest
Expense
Net Increase
(Decrease)
in Net
Investment
Income
Down 25 basis points
$ (3,507,936 )
$ (2,057,077 )
$ (1,450,859 )
Up 100 basis points
14,022,385
8,228,309
5,794,075
Up 200 basis points
28,042,046
16,456,619
11,585,427
Up 300 basis points
42,034,814
24,684,928
17,349,885
The data in the table are
based on our current statements of assets and liabilities. As of June 30, 2024, the Company had $68.2 million in net purchases that had
not yet settled and $30.0 million in unfunded commitments. After settlement of these purchases, the change in interest expense will be
larger as a result of the increase in the amount borrowed under the BoA Credit Facility, WF Credit Facility or CLO Transaction, as applicable.
The table does not include any change in dividend income from our money market investments.
In addition, any investments
we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These
risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange
controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
We measure exposure to interest
rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations
by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit
default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes
in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of
investments with fixed interest rates.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered
by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial
Reporting
There have been no changes
in our internal control over financial reporting during our fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject
to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we
may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our
rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors.
Investing in our common stock
involves a number of significant risks. In addition to other information set forth in this report, you should carefully consider the risk
factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2023. The risks described
in our annual report are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed
material by us may also materially and adversely affect our business, financial condition and/or operating results. Other than as set
forth below, there have been no material changes during the six months ended June 30, 2024 to the risk factors discussed in Item 1A.
Risk Factors of our annual report on Form 10-K for the year ended December 31, 2023.
We are
subject to risks associated with forming CLOs.
To finance investments, we
have in the past and may in the future securitize certain of our secured loans or other investments, including through the formation
of one or more CLOs, such as the CLO Transaction, while retaining all or most of the subordinated notes issued in the securitization.
This involves contributing a pool of assets to a special purpose entity, and selling debt interests in such entity on a non-recourse
or limited-recourse basis to purchasers.
In connection with the CLO
Transaction (and any other CLO we may form in the future), we depend (or will depend) in part on distributions from the CLO’s assets
out of its earnings and cash flows to enable us to make distributions to shareholders. The ability of a CLO to make distributions will
be, and in connection with the CLO Transaction is, subject to various limitations, including the terms and covenants of the debt it issues.
The Subordinated Notes issued by the Issuer and retained by us are the most junior class of notes issued by the Issuer, are subordinated
in priority of payment to the other Notes issued by the Issuer and are subject to certain payment restrictions set forth in the indenture
governing the Notes issued by Issuer. Therefore, we only receive cash distributions on the Subordinated Notes if the Issuer has made
all cash interest payments to all other Notes it has issued.
Also, a CLO may take actions
to retain cash or other assets to satisfy asset coverage requirements or other tests commonly provided for holders of the CLO’s
debt, which could impact our ability to receive distributions from the CLO. With respect to the CLO Transaction, if the Issuer does not
meet the asset coverage tests or the interest coverage test set forth in the documents governing the CLO Transaction, cash would be diverted
from the Subordinated Notes that we hold to first pay the more senior Notes issued by the Issuer in amounts sufficient to cause such tests
to be satisfied. If we do not receive cash flow from any such CLO, including in connection with the CLO Transaction, that is necessary
to satisfy the annual distribution requirement for maintaining RIC status, and we are unable to obtain cash from other sources necessary
to satisfy this requirement, we may not maintain our qualification as a RIC, which would have a material adverse effect on an investment
in the shares.
In addition, a decline in
the credit quality of loans in a CLO due to poor operating results of the relevant borrower or increases in defaults, among other things,
may result in a reduction of earnings and, in turn, cash potentially available for distribution to us for distribution to shareholders.
To the extent that any losses are incurred by the CLO in respect of any collateral, including, with respect to the CLO Transaction, the
value of the portfolio of loan investments held by the Issuer, such losses will be borne first by us as owner of equity interests in
the CLO and, in the case of the CLO Transaction, the value of the Subordinated Notes that we have retained could be reduced at their
redemption and could not be paid in full or at all.
72
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
Dividend Reinvestment Plan
During the quarter ended June 30, 2024, we issued
35,963 shares of common stock to stockholders in connection with the dividend reinvestment plan.
Company Rule 10b5-1 Stock Repurchase Plan
During the quarter ended June 30, 2024, we repurchased
21,352 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum (or Approximate Dollar Value) of Shares that may Yet Be Purchased Under the Plans or Programs (Dollars in Thousands) (1)
April 1, 2024 through April 30, 2024
17,251
$ 16.14
17,251
$ 14,722
May 1, 2024 through May 31, 2024
600
$ 16.28
17,851
$ 14,712
June 1, 2024 through June 30, 2024
3,501
$ 16.57
21,352
$ 14,654
Total
21,352
$ 16.22
21,352
$ 14,654
(1) Concurrently with the closing of the IPO on January 22, 2024,
the Board authorized the Company to enter into the Company Rule 10b5-1 Repurchase Plan to acquire up to $15 million in the aggregate
of shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject
to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as
the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Repurchase Plan commenced on March 23,
2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the Company Rule 10b5-1 Stock Repurchase 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 Repurchase
Plan equals $15 million and (iii) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase Plan.
PSCM Rule 10b5-1 Stock Purchase Plan
Concurrently with the closing of the IPO,
PSCM entered into the PSCM Rule 10b5-1 Stock Purchase Plan to permit the purchase of up to $2.5 million shares of our common stock, if
the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The
PSCM Rule 10b5-1 Stock Purchase Plan commenced on March 23, 2024 and will terminate upon the earliest to occur of (i) 12 months from the
date of the PSCM Rule 10b5-1 Stock Purchase Plan, (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 Plan equals $2.5 million, and (iii) the occurrence of certain other events described
in the PSCM Rule 10b5-1 Stock Purchase Plan.
During the quarter ended
June 30, 2024, PSCM did not repurchase any shares of our common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None .
73
Item 6. Exhibits.
The exhibits required by this
item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Exhibit Index
3.1
Form of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56126) filed on January 16, 2020)
3.2
Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No. 000-56126) filed on November 27, 2019)
10.1
Note Purchase Agreement, dated as of May 23, 2024, by and among Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and BofA Securities, Inc., as Initial Purchaser (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 814-01334) filed on May 23, 2024)
10.2
Indenture, dated as of May 23, 2024, by and among Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No. 814-01334) filed on May 23, 2024)
10.3
Collateral Management Agreement, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, and Palmer Square Capital BDC Inc., as Collateral Manager (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K (File No. 814-01334) filed on May 23, 2024)
31.1*
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
74
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Palmer Square Capital BDC Inc.
Date: August 08, 2024
/s/ Christopher D. Long
Name:
Christopher D. Long
Title:
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 08, 2024
/s/ Jeffrey D. Fox
Name:
Jeffrey D. Fox
Title:
Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
75
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.