UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00736
PENNANTPARK INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND
20-8250744
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1691 Michigan Avenue
Miami Beach, Florida.
33319
(Address of principal executive offices)
(Zip Code)
(786) 297-9500
(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
PNNT
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No .
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, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No .
The aggregate market value of common stock held by non-affiliates of the Registrant on March 31, 2024 based on the closing price on that date of $6.88 on The New York Stock Exchange was approximately $433.6 million. For the purposes of calculating the aggregate market value of common stock held by non-affiliates, all directors and executive officers of the Registrant have been treated as affiliates. There were 65,296,094 shares of the Registrant’s common stock outstanding as of November 25, 2024.
Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2025 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Report.
TABLE OF CONTENTS
PART I
Item 1.
Business
4
Item 1A.
Risk Factors
21
Item 1B.
Unresolved Staff Comments
38
Item 1C.
Cybersecurity
Item 2.
Properties
39
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
PART II
Item 5.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
40
Item 6.
Selected Financial Data
44
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
45
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
59
Item 8.
Consolidated Financial Statements and Supplementary Data
60
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
104
Item 9A.
Controls and Procedures
Item 9B.
Other Information
105
Item 9C.
Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
106
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
107
Signatures
110
In this annual report on Form 10-K, or the Report, except where context suggest otherwise, the terms “Company,” “we,” “our” or “us” refers to PennantPark Investment Corporation and its consolidated subsidiaries; “2024 Notes” refers to our 5.50% Notes due 2024; “2026 Notes” refers to our 4.50% Notes due May 2026; “2026 Notes-2” refers to our 4.00% Notes due November 2026; “BDC” refers to a business development company under the Investment Company Act of 1940, as amended, or the “1940 Act”; “BNP Credit Facility” refers to our revolving credit facility with BNP Paribas prior to deconsolidation of Funding I; “Code” refers to the Internal Revenue Code of 1986, as amended; “Funding I” refers to PennantPark Investment Funding I, LLC, a wholly-owned subsidiary prior to deconsolidation on July 31, 2020; “PennantPark Investment” refers to only PennantPark Investment Corporation; “PennantPark Investment Administration” or “Administrator” refers to PennantPark Investment Administration, LLC; “PennantPark Investment Advisers” or “Investment Adviser” refers to PennantPark Investment Advisers, LLC; “PSLF” refers to PennantPark Senior Loan Fund, LLC, an unconsolidated joint venture; “PTSF II” refers to PennantPark-TSO Senior Loan Fund II, LP, an unconsolidated limited partnership; “RIC” refers to a regulated investment company under the Code. References to our portfolio, our investments and our business include investments we made through SBIC II and other consolidated subsidiaries; “SBA” refers to the Small Business Administration; “SBCAA” refers to the Small Business Credit Availability Act; “SBIC” refers to a small business investment company under the Small Business Investment Act of 1958, as amended, or the “1958 Act”; “SBIC Fund” refers collectively to our consolidated subsidiaries, PennantPark SBIC II LP, or SBIC II, and its general partner, PennantPark SBIC GP II, LLC;“Taxable Subsidiary” refers collectively to our consolidated subsidiaries, PNNT Investment Holdings II, LLC and PNNT Investment Holdings, LLC; and “Truist Credit Facility” refers to our multi-currency, amended and restated senior secured revolving credit facility with Truist Bank (formerly SunTrust Bank); Some of the statements in this annual report constitute forward-looking statements, which apply to us and relate to future events, future performance or future financial condition. The forward-looking statements involve risks and uncertainties for us and actual results could differ materially from those projected in the forward-looking statements for any reason, including those factors discussed in “Risk Factors” and elsewhere in this Report.
Summary of Risk Factors
Investing in our common stock involves a high degree of risk. Some, but not all, of the risks and uncertainties that we face are related to:
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition and/or operating results. For a more detailed discussion of the risks that you should consider prior to investing in our securities, see Item “1A. Risk Factors” below.
Item 1. Business
General Business of PennantPark Investment Corporation
PennantPark Investment Corporation is a BDC whose objectives are to generate both current income and capital appreciation while seeking to preserve capital through debt and equity investments primarily made to U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments.
We believe U.S. middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We seek to create a diversified portfolio that includes first lien secured debt, second lien secured debt, subordinated debt and equity investments by investing approximately $10 million to $50 million of capital, on average, in the securities of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. The companies in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.
Our investment activity depends on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives.
Organization and Structure of PennantPark Investment Corporation
PennantPark Investment Corporation, a Maryland corporation organized in January 2007, is a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have elected to be treated, and intend to qualify annually, as a RIC under the Code.
We execute our investment strategy directly and through our wholly owned subsidiaries, our unconsolidated joint venture and unconsolidated limited partnership. The term “subsidiary” means entities that primarily engage in investment activities in securities or other assets and are wholly owned by us. The Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities of securities or other assets other than entities wholly owned by the Company. We comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with our subsidiaries. Our subsidiaries comply with the provisions of Section 17 of the 1940 Act related to affiliated transactions and custody. To the extent that the Company forms a subsidiary advised by an investment adviser other than the Investment Adviser, the investment adviser to such subsidiaries will comply with the provisions of the 1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act.
Funding I, a wholly-owned subsidiary and a special purpose entity of the Company prior to July 31, 2020, was organized in Delaware as a limited liability company in February 2019. We formed Funding I in order to establish the BNP Credit Facility. The Investment Adviser serves as the servicer to Funding I and has irrevocably directed that the management fee owed to it with respect to such services be paid to us so long as the Investment Adviser remains the servicer. This arrangement did not increase our consolidated management fee. The BNP Credit Facility allowed Funding I to borrow up to $250 million at LIBOR (or an alternative risk-free floating interest rate index) plus 260 basis points during the reinvestment period. The BNP Credit Facility was secured by all of the assets held by Funding I. Funding I is no longer a subsidiary of PennantPark Investment as a result of the joint venture described below.
On July 31, 2020, we and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP (“Pantheon”) entered into a limited liability company agreement to co-manage PSLF, a newly-formed unconsolidated joint venture. In connection with this transaction, we contributed in-kind our formerly wholly-owned subsidiary, Funding I. As a result of this transaction, Funding I became a wholly-owned subsidiary of PSLF and has been deconsolidated from our financial statements. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company.
Our Investment Adviser and Administrator
We utilize the investing experience and contacts of PennantPark Investment Advisers in developing what we believe is an attractive and diversified portfolio. The senior investment professionals of the Investment Adviser have worked together for many years and average over 25 years of experience in the senior lending, mezzanine lending, leveraged finance, distressed debt and private equity businesses. In addition, our senior investment professionals have been involved in originating, structuring, negotiating, managing and monitoring investments in middle-market companies across changing economic and market cycles. We believe this experience and history have resulted in a reputation as a respected partner to financial sponsors, management teams, investment bankers, attorneys and accountants, which provides us with access to substantial investment opportunities across the capital markets. Our Investment Adviser has a rigorous investment approach, which is based upon intensive financial analysis with a focus on capital preservation, diversification and active management. Since our Investment Adviser’s inception in 2007, it has invested through its managed funds $22.4 billion in 704 companies with more than 200 different financial sponsors through its managed funds, which includes investments by the Company totaling $8.2 billion in 374 companies.
Our Administrator has experienced professionals with substantial backgrounds in finance and administration of registered investment companies. In addition to furnishing us with clerical, bookkeeping and record keeping services, the Administrator also oversees our financial records as well as the preparation of our reports to stockholders and reports filed with the Securities and Exchange Commission, or the SEC, and the SBA. The Administrator assists in the determination and publication of our net asset value, or NAV, oversees the preparation and filing of our tax returns, and monitors the payment of our expenses as well as the performance of administrative and professional services rendered to us by others. Furthermore, our Administrator offers, on our behalf, significant managerial assistance to those portfolio companies to which we are required to offer such assistance. See “Risk Factors—Risks Relating to our Business and Structure—There are significant potential conflicts of interest which could impact our investment returns” for more information.
Market Opportunity
We believe that the limited amount of capital available to middle-market companies, coupled with the desire of these companies for flexible sources of capital, creates an attractive investment environment for us.
Competitive Advantages
We believe that we have the following competitive advantages over other capital providers to middle-market companies:
The senior investment professionals of our Investment Adviser have worked together for many years and average over 25 years of experience in senior lending, mezzanine lending, leveraged finance, distressed debt and private equity businesses. These senior investment professionals have been involved in originating, structuring, negotiating, managing and monitoring investments in middle-market companies across changing economic and market cycles. We believe this extensive experience and history have resulted in a strong reputation across the capital markets.
5
Lending to middle-market companies requires in-depth diligence, credit expertise, restructuring experience and active portfolio management. For example, lending to middle-market companies in the United States is generally more labor intensive than lending to larger companies due to the smaller size of each investment and the fragmented nature of the information available with respect to such companies. We are able to provide value-added customized financial solutions to middle-market companies as a result of specialized due diligence, underwriting capabilities and more extensive ongoing monitoring required as lenders.
We employ a disciplined approach in selecting investments that meet the long-standing, consistent value-oriented investment selection criteria employed by our Investment Adviser. Our value-oriented investment philosophy focuses on preserving capital and ensuring that our investments have an appropriate return profile in relation to risk. When market conditions make it difficult for us to invest according to our criteria, we are highly selective in deploying our capital. We believe this approach continues to enable us to build an attractive investment portfolio that meets our return and value criteria over the long-term.
We believe it is critical to conduct extensive due diligence on investment targets. In evaluating new investments we, through our Investment Adviser, conduct a rigorous due diligence process that draws from our Investment Adviser’s experience, industry expertise and network of contacts. Among other things, our due diligence is designed to ensure that each prospective portfolio company will be able to meet its debt service obligations. See “Investment Selection Criteria” for more information.
In addition to engaging in extensive due diligence, our Investment Adviser seeks to reduce risk by focusing on businesses with:
The management team of our Investment Adviser has long-term relationships with financial sponsors, management consultants and management teams that we believe enable us to evaluate investment opportunities effectively in numerous industries, as well as provide us access to substantial information concerning those industries. We identify potential investments both through active origination and through dialogue with numerous financial sponsors, management teams, members of the financial community and corporate partners with whom the professionals of our Investment Adviser have long-term relationships.
We are flexible in structuring investments and tailor investments to meet the needs of a portfolio company while also generating attractive risk-adjusted returns. We can invest in all parts of a capital structure and our Investment Adviser has extensive experience in a wide variety of securities for leveraged companies throughout economic and market cycles.
Our Investment Adviser seeks to minimize the risk of capital loss without foregoing potential for capital appreciation. In making investment decisions, we seek to invest in companies that we believe can generate consistent positive risk-adjusted returns.
We believe that the in-depth experience of our Investment Adviser will enable us to invest throughout various stages of the economic and market cycles and to provide us with ongoing market insights in addition to a significant investment opportunity.
Competition
Our primary competitors provide financing to middle-market companies and include other BDCs, commercial and investment banks, commercial finance companies, CLO funds, private direct lending funds, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative investment vehicles, such as hedge funds, frequently invest in middle-market companies. As a result, competition for investment opportunities in middle-market companies can be intense. However, we believe that from time to time there has been a reduction in the amount of debt capital available to middle-market companies, which we believe has resulted in a less competitive environment for making new investments.
Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. See “Risk Factors—Risks Relating to our Business and Structure—We operate in a highly competitive market for investment opportunities” for more information.
6
Leverage
As of September 30, 2024, we had the multi-currency Truist Credit Facility for up to $475.0 million, which may be further increased up to $750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as additional multicurrency lenders, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 2024 and 2023, we had $461.5 million and $212.4 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 7.2% and 7.7%, respectively, exclusive of the fee on undrawn commitment, as of September 30, 2024 and 2023. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 for $475.0 million of the total commitment and the related obligations maturing on September 4, 2024 and pricing set at 235 basis points over SOFR.As of September 30, 2024 and 2023, we had $13.5 million and $262.6 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets. As of September 30, 2024, we were in compliance with the terms of the Truist Credit Facility.
As of September 30, 2024 and 2023, SBIC II had zero in debt commitments outstanding. We repaid the remaining $20 million SBA debentures during the nine months ended June 30, 2023. SBA debentures offer competitive terms such as being non-recourse to us, a 10-year maturity, semi-annual interest payments, not requiring principal payments prior to maturity and may be prepaid at any time without penalty. The SBA debentures were secured by all the investment portfolio assets of SBIC II and had a priority claim over such assets relative to all other creditors. See “Regulation” for more information.
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.4%. Interest on the 2026 Notes-2 is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.
Investment Policy Overview
We seek to create a diversified portfolio that includes first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity by targeting an investment size of $10 million to $50 million in securities, on average, of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. The companies in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such unrated companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative characteristics. In addition, we expect our debt investments to range in maturity from three to ten years.
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Over time, we expect that our portfolio will continue to consist primarily of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments in qualifying assets such as private, or thinly traded or small market-capitalization, U.S. middle-market public companies. In addition, we may invest up to 30% of our portfolio in non-qualifying assets. These non-qualifying assets may include investments in public companies whose securities are not thinly traded or have a market capitalization of greater than $250 million, securities of middle-market companies located outside of the United States and investment companies as defined in the 1940 Act. We may acquire investments in the secondary markets. See “Regulation—Qualifying Assets” and “Investment Selection Criteria” for more information.
Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, under the 1940 Act we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our common stock. Nevertheless, the effects of changes to our operating policies and strategies may adversely affect our business, our ability to make distributions and the value of our common stock.
First Lien Secured Debt
Structurally, first lien secured debt ranks senior in priority of payment to second lien secured debt, subordinated debt and equity, and benefits from a senior security interest in the assets of the borrower. As such, other creditors rank junior to our investments in these securities in the event of insolvency. Due to its lower risk profile and often more restrictive covenants as compared to second lien secured debt and subordinated debt, first lien secured debt generally earns a lower return than second lien secured debt and subordinated debt. In some cases first lien secured debt lenders receive opportunities to invest directly in the equity securities of borrowers and from time to time may also receive warrants to purchase equity securities. We evaluate these investment opportunities on a case-by-case basis.
Second Lien Secured Debt
Second lien secured debt usually ranks junior in priority of payment to first lien secured debt. Second lien secured debt holds a second priority with regard to right of payment in the event of insolvency. Second lien secured debt ranks senior to subordinated debt and common and preferred equity in borrowers’ capital structures. Due to its higher risk profile and often less restrictive covenants as compared to first lien secured debt, second lien secured debt generally earns a higher return than first lien secured debt. In many cases, second lien secured debt investors receive opportunities to invest directly in the equity securities of borrowers and from time to time may also receive warrants to purchase equity securities. We evaluate these investment opportunities on a case-by-case basis.
Subordinated Debt
Structurally, subordinated debt usually ranks junior in priority of payment to first lien secured debt and second lien secured debt, and is often unsecured. As such, other creditors may rank senior to us in the event of insolvency. Subordinated debt ranks senior to common and preferred equity in borrowers’ capital structures. Due to its higher risk profile and often less restrictive covenants as compared to first lien secured debt and second lien secured debt, subordinated debt generally earns a higher return than first lien secured debt and second lien secured debt. In many cases, subordinated debt investors receive opportunities to invest directly in the equity securities of borrowers, and from time to time, may also receive warrants to purchase equity securities. We evaluate these investment opportunities on a case-by-case basis.
Investment Selection Criteria
We are committed to a value-oriented philosophy used by the senior investment professionals of our Investment Adviser who manage our portfolio and seek to minimize the risk of capital loss without foregoing potential for capital appreciation.
We have identified several criteria, discussed below, that we believe are important in identifying and investing in prospective portfolio companies. These criteria provide general guidelines for our investment decisions. However, we caution that not all of these criteria will be met by each prospective portfolio company in which we choose to invest. Generally, we seek to use our experience and access to market information to identify investment opportunities and to structure investments efficiently and effectively.
The Investment Adviser invests in portfolio companies that it believes have developed strong positions within their markets. The Investment Adviser also seeks to invest in portfolio companies that it believes possess competitive advantages, for example, in scale, scope, customer loyalty, product pricing or product quality as compared to their competitors to protect their market position.
Our investment philosophy places a premium on fundamental analysis and has a distinct value-orientation. The Investment Adviser invests in portfolio companies it believes to be stable and well-established, with strong cash flows and profitability. The Investment Adviser believes these attributes indicate portfolio companies that may be well-positioned to maintain consistent cash flow to service and repay their liabilities and maintain growth in their businesses or their relative market share. The Investment Adviser currently does not expect to invest significantly in start-up companies, companies in turnaround situations or companies with speculative business plans, although we are permitted to do so.
The Investment Adviser focuses on investments in which the portfolio company has an experienced management team with an established track record of success. The Investment Adviser typically requires that portfolio companies have in place proper incentives to align management’s goals with our goals, including having equity interests.
The Investment Adviser may seek to cause us to participate in transactions sponsored by what it believes to be trusted financial sponsors. The Investment Adviser believes that a financial sponsor’s willingness to invest significant equity capital in a portfolio company is an implicit endorsement of the quality of that portfolio company. Further, financial sponsors of portfolio companies with significant investments at risk may have the ability, and a strong incentive, to contribute additional capital in difficult economic times should financial or operational issues arise so as to maintain their ownership position.
The Investment Adviser seeks to invest our assets broadly among portfolio companies, across industries and geographical regions. The Investment Adviser believes that this approach may reduce the risk that a downturn in any one portfolio company, industry or geographical region will have a disproportionate impact on the value of our portfolio, although we are permitted to be non-diversified under the 1940 Act.
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The Investment Adviser seeks to invest in portfolio companies that it believes will provide a steady stream of cash flow to repay our loans while also reinvesting in their respective businesses. The Investment Adviser expects that such internally generated cash flow, leading to the payment of interest on, and the repayment of the principal of, our investments in portfolio companies to be a key means by which we will exit from our investments over time. In addition, the Investment Adviser also seeks to invest in portfolio companies whose business models and expected future cash flows offer attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our investments through an initial public offering of common stock, refinancing or other capital markets transaction.
Due Diligence
We believe it is critical to conduct extensive due diligence in evaluating new investment targets. Our Investment Adviser conducts a rigorous due diligence process that is applied to prospective portfolio companies and draws from our Investment Adviser’s experience, industry expertise and network of contacts. In conducting due diligence, our Investment Adviser uses information provided by companies, financial sponsors and publicly available information as well as information from relationships with former and current management teams, consultants, competitors and investment bankers.
Our due diligence may include:
Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.
Upon the completion of due diligence on a portfolio company, the team leading the investment presents the investment opportunity to our Investment Adviser’s investment committee. This committee determines whether to pursue the potential investment. All new investments are required to be reviewed by the investment committee of our Investment Adviser. The members of the investment committee receive no compensation from us. Rather, they are employees of and receive compensation from our Investment Adviser.
Investment Structure
Once we determine that a prospective portfolio company is suitable for investment, we work with the management of that portfolio company and its other capital providers, including senior, junior and equity capital providers, to structure an investment. We negotiate with these parties to agree on how our investment is structured relative to the other capital in the portfolio company’s capital structure.
We expect our first lien secured debt to have terms of three to ten years. We generally obtain security interests in the assets of our portfolio companies that will serve as collateral in support of the repayment of these loans. This collateral may take the form of first priority liens on the assets of a portfolio company.
Typically, our second lien secured debt and subordinated debt investments have maturities of three to ten years. Second lien secured debt and subordinated debt may take the form of a second priority lien on the assets of a portfolio company and have interest-only payments in the early years with cash or payment-in-kind, or PIK, payments with amortization of principal deferred to the later years. In some cases, we may invest in debt securities that, by their terms, convert into equity or additional debt securities or defer payments of interest for the first few years after our investment. Also, in some cases, our second lien secured debt and subordinated debt may be collateralized by a subordinated lien on some or all of the assets of the borrower.
We seek to tailor the terms of the investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its profitability. For example, in addition to seeking a senior position in the capital structure of our portfolio companies, we seek to limit the downside potential of our investments by:
Our investments may include equity features, such as direct investments in the equity securities of borrowers or warrants or options to buy a minority interest in a portfolio company. Any warrants we may receive with our debt securities generally require only a nominal cost to exercise, so as a portfolio company appreciates in value, we may achieve additional investment return from these equity investments. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the portfolio company, upon the occurrence of specified events. In many cases, we may also obtain registration rights in connection with these equity investments, which may include demand and “piggyback” registration rights.
We expect to hold most of our investments to maturity or repayment, but we may exit certain investments earlier when a liquidity event, such as the sale or refinancing of a portfolio company, takes place. We also may turn over investments to better position the portfolio in light of market conditions.
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Ongoing Relationships with Portfolio Companies
Monitoring
The Investment Adviser monitors our portfolio companies on an ongoing basis. The Investment Adviser also monitors the financial trends of each portfolio company to determine if it is meeting its respective business plans and to assess the appropriate course of action for each portfolio company.
The Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
The Investment Adviser monitors credit risk of each portfolio company regularly with a goal toward identifying early, and when able and appropriate, exiting investments with potential credit problems. This monitoring process may include reviewing: (1) a portfolio company’s financial resources and operating history; (2) comparing a portfolio company’s current operating results with the Investment Adviser’s initial thesis for the investment and its expectations for the performance of the investment; (3) a portfolio company’s sensitivity to economic conditions; (4) the performance of a portfolio company’s management; (5) a portfolio company’s debt maturities and capital requirements; (6) a portfolio company’s interest and asset coverage; and (7) the relative value of an investment based on a portfolio company’s anticipated cash flow.
Managerial Assistance
We offer significant managerial assistance to our portfolio companies. As a BDC, we are required to make available such significant managerial assistance within the meaning of Section 2(a)(47) of the 1940 Act. See “Regulation” for more information.
Staffing
We do not currently have any employees. Our Investment Adviser and Administrator have hired and expect to continue to hire professionals with skills applicable to our business plan, including experience in middle-market investing, senior lending, mezzanine lending, leveraged finance, distressed debt and private equity businesses.
Our Corporate Information
Our administrative and principal executive offices are located at 1691 Michigan Avenue, Miami Beach, Florida . Our common stock is quoted on The New York Stock Exchange under the symbol “PNNT”. Our phone number is (786) 297-9500, and our Internet website address is www.pennantpark.com. Information contained on our website is not incorporated by reference into this Report and you should not consider information contained on our website to be part of this Report. We file periodic reports, proxy statements and other information with the SEC and make such reports available on our website free of charge as soon as reasonably practicable. In addition, the SEC maintains an Internet website at www.sec.gov that contains material that we file with the SEC on the Electronic Data Gathering, Analysis and Retrieval, or EDGAR, Database.
Our Portfolio
Our principal investment focus is to provide first lien secured debt, second lien secured debt and subordinated debt to U.S. middle-market companies in a variety of industries. We generally seek to target companies that generate positive cash flows from the broad variety of industries in which our Investment Adviser has direct expertise. The following is an illustrative list of the industries in which the Investment Adviser has invested:
• Aerospace and Defense
• Energy and Utilities
• Auto Sector
• Environmental Services
• Beverage, Food and Tobacco
• Financial Services
• Broadcasting and Entertainment
• Grocery
• Buildings and Real Estate
• Healthcare, Education and Childcare
• Building Materials
• High Tech Industries
• Business Services
• Home & Office Furnishings, Housewares & Durable Consumer Products
• Cable Television
• Hotels, Motels, Inns and Gaming
• Capital Equipment
• Insurance
• Cargo Transportation
• Leisure, Amusement, Motion Picture, Entertainment
• Chemicals, Plastics and Rubber
• Logistics
• Communications
• Manufacturing/Basic Industries
• Consumer Products
• Media
• Consumer Services
• Mining, Steel, Iron and Non-Precious Metals
• Containers Packaging & Glass
• Oil and Gas
• Distribution
• Other Media
• Diversified/Conglomerate Manufacturing
• Personal, Food and Miscellaneous Services
• Diversified/Conglomerate Services
• Printing and Publishing
• Diversified Natural Resources, Precious Metals and Minerals
• Retail
• Education
• Wholesale
• Electronics
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Listed below are our top ten portfolio companies and industries represented as a percentage of our consolidated portfolio assets as of September 30:
Portfolio Company
2024 (1)
2023 (1)
JF Acquisition
%
AKW Holdings Limited
Cartessa Aesthetics, LLC
Flock Financial, LLC
Pragmatic Institute, LLC
3
Sigma Defense Systems, LLC
Halo Buyer, Inc.
Cascade Environmental LLC
2
Exigo Intermediate II, LLC
Express Wash Acquisition Company, LLC
MDI Buyer, Inc.
Industry
Business Services
18
Distribution
16
Healthcare, Education and Childcare
14
12
Consumer Products
Financial Services
Aerospace and Defense
Telecommunications
Environmental Services
Auto Sector
Media
Chemicals, Plastics and Rubber
Our executive officers and directors, as well as the senior investment professionals of the Investment Adviser and Administrator, may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do. Currently, the executive officers and directors, as well as certain of the current senior investment professionals of the Investment Adviser and Administrator, serve as officers and directors of PennantPark Floating Rate Capital Ltd., a publicly traded BDC, and other managed funds, as applicable. Accordingly, they may have obligations to investors in those entities, the fulfillment of which obligations might not be in the best interest of us or our stockholders. In addition, we note that any affiliated investment vehicle currently existing, or formed in the future, and managed by the Investment Adviser and/or its affiliates may, notwithstanding different stated investment objectives, have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser may face conflicts in allocating investment opportunities among us and such other entities. The Investment Adviser will allocate investment opportunities in a fair and equitable manner consistent with our allocation policy, and we have received exemptive relief with respect to certain co-investment transactions. Where co-investment is unavailable or inappropriate, the Investment Adviser will choose which investment fund should receive the allocation. See “Risk Factors—Risks Relating to our Business and Structure—There are significant potential conflicts of interest which could impact our investment returns” for more information.
We may invest, to the extent permitted by law, in the securities and instruments of other investment companies and companies that would be investment companies but are excluded from the definition of an investment company provided in Section 3(c) of the 1940 Act. We may also co-invest in the future on a concurrent basis with our affiliates, subject to compliance with applicable regulations, our trade allocation procedures and, if applicable, the terms of our exemptive relief.
Investment Management Agreement
We have entered into an agreement with the Investment Adviser, or the Investment Management Agreement, under which the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of, and provides investment advisory services to, us. Mr. Penn, our Chairman and Chief Executive Officer, is the managing member and a senior investment professional of, and has a financial and controlling interest in, PennantPark Investment Advisers. PennantPark Investment, through the Investment Adviser, has provided similar services to SBIC II under its respective investment management agreement. Such investment management agreement does not affect the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. Under the terms of our Investment Management Agreement, the Investment Adviser:
PennantPark Investment Advisers’ services under our Investment Management Agreement are not exclusive, and it is free to furnish similar services, without the prior approval of our stockholders or our board of directors, to other entities so long as its services to us are not impaired. Our board of directors monitors for any potential conflicts that may arise upon such a development. For providing these services, the Investment Adviser receives a fee from us, consisting of two components—a base management fee and an incentive fee or, collectively, Management Fees.
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Management Fees
Effective January 1, 2018, the base management fee is calculated at an annual rate of 1.50% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. In addition, on November 13, 2018, in connection with our board of directors’ approval of the application of the modified asset coverage requirement under the 1940 Act to the Company, our board of directors also approved an amendment to the Investment Advisory Agreement reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019. The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For periods prior to January 1, 2018, the base management fee was calculated at an annual rate of 2.00% of our “average adjusted gross assets”. For the years ended September 30, 2024, 2023, and 2022, the Investment Adviser earned base management fees of $16.7 million, $16.5 million and $19.8 million, respectively, from us.
The following is a hypothetical example of the calculation of average adjusted gross assets:
Gross assets as of December 31, 20XX = $160 million
U.S. Treasury bills and temporary draws on credit facilities as of December 31, 20XX = $10 million
Adjusted gross assets as of December 31, 20XX = $150 million
Gross assets as of March 31, 20XX = $200 million
U.S. Treasury bills and temporary draws on credit facilities as of March 31, 20XX = $20 million
Adjusted gross assets as of March 31, 20XX = $180 million
Average value of adjusted gross assets as of March 31, 20XX and December 31, 20XX, which are the two immediately preceding calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter equals ($150 million + $180 million) / 2 = $165 million.
The incentive fee has two parts, as follows:
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement (as defined below), and any interest expense or amendment fees under any credit facilities and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, or OID, debt instruments with PIK interest and zero coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). Effective January 1, 2018, we pay the Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1212% in any calendar quarter (8.4848% annualized), and (3) 17.5% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable. For periods prior to January 1, 2018, we paid the Investment Adviser an incentive fee with respect to our Pre-Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income did not exceed the hurdle rate of 1.75%, (2) 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeded the hurdle rate but was less than 2.1875% in any calendar quarter (8.75% annualized), and (3) 20% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeded 2.1875% in any calendar quarter. For the years ended September 30, 2024, 2023 and 2022, the Investment Adviser earned $12.7 million, $13.9 million, and $2.7 million, respectively, in incentive fees on net investment income from us.
The following is a graphical representation of the calculation of quarterly incentive fee based on Pre-Incentive Fee Net Investment Income:
Pre-Incentive Fee Net Investment Income
(expressed as a percentage of the value of net assets)
Percentage of Pre-Incentive Fee Net Investment Income
allocated to income-related portion of incentive fee
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and, effective January 1, 2018, equals 17.5% of our realized capital gains (20.0% for periods prior to January 1, 2018), if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the years ended September 30, 2024, 2023 and 2022, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management Agreement (as described above).
Under U.S. generally accepted accounting principles, or GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such amount (20.0% for periods prior to January 1, 2018), less the aggregate amount of actual capital gains related to incentive fees paid in all prior years. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the years ended September 30, 2024, 2023 and 2022, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.
Examples of Quarterly Incentive Fee Calculation
Example 1: Income Related Portion of Incentive Fee (*):
Alternative 1:
Assumptions
Investment income (including interest, dividends, fees, etc.) = 1.25%
Hurdle (1) = 1.75%
Base management fee (2) = 0.375%
Other expenses (legal, accounting, custodian, transfer agent, etc.) = 0.20%
(investment income—(base management fee + other expenses)) = 0.675%
Pre-Incentive Fee Net Investment Income does not exceed the hurdle; therefore, there is no incentive fee.
Alternative 2:
Investment income (including interest, dividends, fees, etc.) = 2.70%
(investment income—(base management fee + other expenses)) = 2.125%
Incentive fee
= 17.5% x Pre-Incentive Fee Net Investment Income, subject to “catch-up”
= 2.125% - 1.75%
= 0.375%
= 100% x 0.375%
Alternative 3:
Investment income (including interest, dividends, fees, etc.) = 3.00%
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(investment income—(base management fee + other expenses)) = 2.425%
= 17.5% x Pre-Incentive Fee Net Investment Income, subject to “catch-up” (3)
= 100% x “catch-up” + (17.5% x (Pre-Incentive Fee Net Investment Income - 2.1212%))
Catch-up
= 2.1212% - 1.75%
= 0.3712%
= (100% x 0.3712%) + (17.5% x (2.425% - 2.1212%))
= 0.3712% + (17.5% x 0.3038%)
= 0.3712% + 0.053165%
= 0.424365%
* The hypothetical amount of Pre-Incentive Fee Net Investment Income shown is based on a percentage of total net assets.
Example 2: Capital Gains Portion of Incentive Fee:
Year 1 = no net realized capital gains or losses
Year 2 = 6% realized capital gains and 1% realized capital losses and unrealized capital depreciation, capital gain incentive fee = 17.5% x (realized capital gains for year computed net of all realized capital losses and unrealized capital depreciation at year end)
Year 1 incentive fee
= 17.5% x (0)
= 0
= no incentive fee
Year 2 incentive fee
= 17.5% x (6% - 1%)
= 17.5% x 5%
= 0.875%
Organization of the Investment Adviser
PennantPark Investment Advisers is a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act. The principal executive office of PennantPark Investment Advisers is located at 1691 Michigan Ave, Miami Beach, Florida 33139.
Duration and Termination of Investment Management Agreement
The Investment Management Agreement was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser in May 2024. Unless terminated earlier as described below, the Investment Management Agreement will continue in effect for a period of one year through May 2025. It will remain in effect if approved annually by our board of directors, or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons of us or the Investment Adviser. In determining to reapprove the Investment Management Agreement, our board of directors requested information from the Investment Adviser that enabled it to evaluate a number of factors relevant to its determination. These factors included the nature, quality and extent of services performed by the Investment Adviser, the Investment Adviser’s ability to manage conflicts of interest effectively, our short and long-term performance, our costs, including as compared to comparable externally and internally managed publicly traded BDCs that engage in similar investing activities, the Investment Adviser’s profitability, any economies of scale, and any other benefits of the relationship for the Investment Adviser. Based on the information reviewed and the considerations detailed above, our board of directors, including all of our directors who are not interested persons of us or the Investment Adviser, concluded that the investment advisory fee rates and terms are fair and reasonable in relation to the services provided and reapproved the Investment Management Agreement as being in the best interests of our stockholders.
The Investment Management Agreement will automatically terminate in the event of its assignment. The Investment Management Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other. See “Risk Factors—Risks Relating to our Business and Structure—We are dependent upon our Investment Adviser’s key personnel for our future success, and if our Investment Adviser is unable to hire and retain qualified personnel or if our Investment Adviser loses any member of its management team, our ability to achieve our investment objectives could be significantly harmed” for more information.
Administration Agreement
We have entered into an agreement, or the Administration Agreement, with the Administrator, under which the Administrator furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services. Under our Administration Agreement, the Administrator performs, or oversees the performance of, our required administrative services, which include, among other activities, being responsible for the financial records we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, the Administrator assists us in determining and publishing our NAV, oversees the preparation and filing of our tax returns and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. PennantPark Investment, through the Administrator, has provided similar services to SBIC II under its administration agreement with us. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the cost of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. The Administrator also offers on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. To the extent that our Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to the Administrator. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the years ended September 30, 2024, 2023, and 2022, we recorded $1.2 million, $1.3 million and $0.5 million, respectively, including expenses the Investment Adviser incurred on behalf of the Administrator for services described above.
On July 1, 2022, the Administration Agreement with the Administrator was amended to clarify that the Administrator may be reimbursed by the Company for certain (i) tax and general legal advice and/or services provided to the Company by in-house professionals of the Administrator related to ongoing operations of the Company; and (ii) transactional legal advice and/or services provided to the Company or portfolio companies by in-house professionals of the Administrator or its affiliates on matters related to potential or actual investments and transactions, including tax structuring and/or due diligence.
Duration and Termination of Administration Agreement
The Administration Agreement was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in May 2024. Unless terminated earlier as described below, our Administration Agreement will continue in effect for a period of one year through May 2025. It will remain in effect if approved annually by our board of directors, or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons of us. The Administration Agreement may not be assigned by either party without the consent of the other party. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other.
Indemnification
Our Investment Management Agreement and Administration Agreement provide that, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations, PennantPark Investment Advisers and PennantPark Investment Administration and their officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of PennantPark Investment Advisers’ and PennantPark Investment Administration’s services under our Investment Management Agreement or Administration Agreement or otherwise as Investment Adviser or Administrator for us.
License Agreement
We have entered into a license agreement, or the License Agreement, with PennantPark Investment Advisers pursuant to which PennantPark Investment Advisers has granted us a royalty-free, non-exclusive license to use the name “PennantPark.” Under this agreement, we have a right to use the PennantPark name, for so long as PennantPark Investment Advisers or one of its affiliates remains our Investment Adviser. Other than with respect to this limited license, we have no legal right to the “PennantPark” name.
PennantPark Senior Loan Fund, LLC
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of September 30, 2024 and 2023 PSLF had total assets of $1,073.4 million and $872.8 million, respectively, consisting of debt investments in 102 and 90 portfolio companies, respectively. As of September 30, 2024, at fair value, the largest investment in a single portfolio company in PSLF was $25.1 million and the five largest investments totaled $109.9 million. As of September 30, 2023, at fair value, the largest investment in a single portfolio company in PSLF was $19.7 million and the five largest investments totaled $97.5 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2024 and 2023 we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2024 and 2023, our investment in PSLF consisted of subordinated notes of $115.9 million and $102.3 million and had $32.6 million and $13.6 million unfunded commitments, respectively, and equity interests of $67.4 million and $58.6 million and had $19.9 million and $8.8 million unfunded commitments, respectively.
On August 28, 2024, PSLF and Pantheon entered into an amendment (the “Amendment”) to PSLF’s limited liability company agreement (the “LLC Agreement”). The Amendment amended the term of PSLF, which would have otherwise expired on January 31, 2025, to be indefinite, subject to the other terms of dissolution, wind down and termination in the LLC Agreement. The Amendment also modified the LLC Agreement to permit any member of PSLF (each, a “Member”) to request to redeem its interests in PSLF (in minimum tranches of 25% of the interests then-owned by such Member) at any time. Under the Amendment, PSLF is required to use commercially reasonable efforts to redeem any such Member’s interests within 18 months and, in any event, within three years from the date of such redemption request, subject to customary limitations with respect to the liquidity of PSLF and the requirement that the Company’s proportionate share or ownership of PSLF not exceed 87.5%. It is contemplated that any such redemption would be funded by either principal proceeds from repayments of investments in underlying portfolio companies of PSLF or the proceeds of any new Member’s investment into PSLF.
REGULATION
Business Development Company, Regulated Investment Company Regulations and Small Business Investment Company Regulations
We are a BDC under the 1940 Act, which has qualified and intends to continue to qualify to maintain an election to be treated as a RIC under Subchapter M of the Code. The 1940 Act contains prohibitions and restrictions relating to transactions between a BDC and its affiliates (including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by holders of a majority of our outstanding voting securities.
We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an “underwriter” as that term is defined in the Securities Act of 1933, as amended, or the Securities Act. We may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of securities we own or their affiliates to repurchase them under certain circumstances. We do not intend to acquire securities issued by any registered investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one registered investment company or invest more than 10% of the value of our total assets in the securities of more than one registered investment company. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional expenses. We may enter into hedging transactions to manage the risks associated with interest rate and currency fluctuations. None of these policies are fundamental and they may be changed without stockholder approval.
Qualifying Assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are the following:
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In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.
Managerial Assistance to Portfolio Companies
As a BDC, we are required to make available significant managerial assistance to our portfolio companies that constitute a qualifying asset within the meaning of Section 2(a)(47) of the 1940 Act. However, if a BDC purchases securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such significant managerial assistance. Making available significant managerial assistance means any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. Our Administrator may provide such assistance on our behalf to portfolio companies that request such assistance. Officers of our Investment Adviser and Administrator may provide assistance to controlled affiliates.
Temporary Investments
Pending investments in other types of qualifying assets, as described above, may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. We may invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the Diversification Tests, as defined below under “Regulation—Election to be Treated as a RIC,” in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our Investment Adviser will monitor the creditworthiness of the counterparties with which we may enter into repurchase agreement transactions.
Our investment in PSLF, our unconsolidated joint venture with Pantheon, is not a qualifying asset under Section 55(a) of the 1940 Act. From time to time prior to making additional investments into PSLF, PTSF II or any future joint venture, we may increase our holdings of U.S. treasury securities, cash or cash equivalents (through borrowing or otherwise) so that such investments do not result in less than 70% of our assets being invested in qualifying assets.
Senior Securities
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 and referred to as the asset coverage ratio, is compliant with the 1940 Act, immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage requirement at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to our asset coverage ratio. We received exemptive relief from the SEC allowing us to modify the asset coverage requirement to exclude the SBA debentures from the calculation. For a discussion of the risks associated with leverage, see “Risk Factors—Risks Relating to our Business and Structure—Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital” for more information.
Joint Code of Ethics and Code of Conduct
We and PennantPark Investment Advisers have adopted a joint code of ethics pursuant to Rule 17j-1 under the 1940 Act and a code of conduct that establish procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the codes’ requirements. Our joint code of ethics and code of conduct are available, free of charge, on our website at www.pennantpark.com. In addition, the joint code of ethics is attached as an exhibit to this Report and is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov.
Proxy Voting Policies and Procedures
We have delegated our proxy voting responsibility to our Investment Adviser. The Proxy Voting Policies and Procedures of our Investment Adviser are set forth below. The guidelines are reviewed periodically by our Investment Adviser and our non-interested directors, and, accordingly, are subject to change. For purposes of these Proxy Voting Policies and Procedures described below, “we,” “our” and “us” refer to our Investment Adviser.
Introduction
As an investment adviser registered under the Advisers Act, our Investment Adviser have a fiduciary duty to act solely in the best interests of their clients. As part of this duty, our Investment Adviser recognize that they must vote client securities in a timely manner free of conflicts of interest and in the best interests of their clients.
These policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.
Proxy Policies
Our Investment Adviser vote proxies relating to our portfolio securities in what they perceive to be the best interests of our stockholders. Our Investment Adviser review on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by its clients. Although our Investment Adviser will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, our Investment Adviser may vote for such a proposal if there exists compelling long-term reasons to do so.
Our Investment Adviser proxy voting decisions are made by the senior investment professionals who are responsible for monitoring each of its clients’ investments. To ensure that the vote is not the product of a conflict of interest, our Investment Adviser requires that: (1) anyone involved in the decision making process disclose to its Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.
Proxy Voting Records
You may obtain information about how we voted proxies, free of charge, by calling us at (786) 297-9500 or by making a written request for proxy voting information to: Richard Allorto, Chief Financial Officer and Treasurer, 1691 Michigan Avenue, Miami Beach, Florida 33139.
Privacy Protection Principles
We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of our stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third party administrator).
We restrict access to non-public personal information about our stockholders to employees of our Investment Adviser and its affiliates with a legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our stockholders.
Our privacy protection policies are available, free of charge, on our website at www.pennantpark.com. In addition, the privacy policy is available on the EDGAR Database on the SEC’s Internet website at www.sec.gov, filed as an exhibit to our annual report on this Form 10-K.
Other
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our board of directors, including a majority of our directors who are not interested persons of us, and, in some cases, prior approval by the SEC.
We will be periodically examined by the SEC and have been examined by the SBA for compliance with the 1940 Act and 1958 Act, respectively.
We are required by law to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.
We and PennantPark Investment Advisers have each adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws. We review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and we designate a Chief Compliance Officer to be responsible for administering the policies and procedures.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, imposes several regulatory requirements on publicly held companies and their insiders. Many of these requirements affect us.
For example:
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The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated there-under. We continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and continue to take actions necessary to ensure that we are in compliance with that act.
Election to be Treated as a RIC
We have elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements (as described below). We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders of an amount generally at least equal to 90% of the sum of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, and determined without regard to any deduction for dividends paid out of the assets legally available for distribution, or the Annual Distribution Requirement.
In order to qualify as a RIC for federal income tax purposes, we must:
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute in respect of each calendar year dividends to our stockholders of an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income (i.e., the excess, if any, of our capital gains over capital losses), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of the calendar year plus (3) any net ordinary income or capital gain net income for the preceding years that was not distributed during such years on which we did not incur any corporate income tax, or the Excise Tax Avoidance Requirement. Although we may distribute realized 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 in the manner described above, we may retain and incur tax on such net capital gains or investment company taxable income, subject to maintaining our ability to be treated as a RIC for federal income tax purposes, in order to provide us with additional liquidity.
While we intend to make sufficient distributions each taxable year to avoid incurring any material U.S. federal excise tax on our earnings, we may not be able to, or may choose not to, distribute amounts sufficient to avoid the imposition of the tax entirely. In that event, we generally will be liable for the excise tax only on the amount by which we do not meet the Excise Tax Avoidance Requirement. Under certain circumstances, however, we may, in our sole discretion, determine that it is in our best interests to retain a portion of our income or capital gains rather than distribute such amount as dividends and accordingly cause us to bear the excise tax burden associated therewith.
We may invest in partnerships which may result in our being subject to additional state, local or foreign income, franchise or other tax liabilities. In addition, some of the income and fees that we may recognize will not satisfy the 90% Income Test. In order to mitigate the risk that such income and fees would disqualify us as a RIC as a result of a failure to satisfy the 90% Income Test, we may be required to recognize such income and fees indirectly through the Taxable Subsidiary, which is classified as a corporation for U.S. federal income tax purposes. The Taxable Subsidiary generally will be subject to corporate income taxes on its earnings, which ultimately will reduce our return on such income and fees.
Taxation as a RIC
If we qualify as a RIC, and satisfy the Annual Distribution Requirement, then we will not be subject to federal income tax on the portion of our investment company taxable income and net capital gains, determined without regard to any deduction for dividends paid, we distribute (or are deemed to distribute) as dividends for U.S. federal income tax purposes to stockholders. Additionally, upon satisfying these requirements, we will be subject to U.S. federal income tax at the regular corporate rates on any investment company taxable income or net capital gains, determined without regard to any deduction for dividends paid, that is not distributed (or not deemed to have been distributed) as dividends for U.S. federal income tax purposes to our stockholders.
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold a debt instrument that is treated under applicable tax rules as having OID (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each taxable year a portion of the OID that accrues over the life of the debt instrument, regardless of whether cash representing such income is received by us in the same taxable year. Because any OID accrued will be included in our investment company taxable income in the taxable year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.
We invest in below investment grade instruments. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless debt instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt instruments in a bankruptcy or workout context are taxable. We will address these and other issues to the extent necessary in order to continue to maintain our qualification to be subject to tax as a RIC.
Gain or loss realized by us from equity securities and warrants acquired by us, as well as any loss attributable to the lapse of such warrants, generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.
We are authorized to borrow funds and to sell assets in order to satisfy our Annual Distribution Requirement or the Excise Tax Avoidance Requirement. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt instruments and other senior securities are outstanding unless certain asset coverage requirements are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
We may distribute our common stock as a dividend from our taxable income and a stockholder could receive a portion of such distributions declared and distributed by us in shares of our common stock with the remaining amount in cash. A stockholder will be considered to have recognized dividend income generally equal to the fair market value of the stock paid by us plus cash received with respect to such dividend. The total dividend declared and distributed by us would be taxable income to a stockholder even though only a small portion of the dividend was paid in cash to pay any taxes due on the total dividend. We have not yet elected to distribute stock as a dividend but reserve the right to do so.
Failure to Qualify as a RIC
If we fail to satisfy the Annual Distribution Requirement or fail to qualify as a RIC in any taxable year, unless certain cure provisions of the Code apply, we will be subject to tax in that taxable year on all of our taxable income at regular corporate rates, regardless of whether we make any dividend distributions to our stockholders. In that case, all of our income will be subject to corporate-level federal income tax, reducing the amount available to be distributed to our stockholders. In contrast, assuming we qualify as a RIC, our corporate-level federal income tax should be substantially reduced or eliminated. See “Election to be Treated as a RIC” above for more information.
If we are unable to maintain our status as a RIC, we also would not be able to deduct distributions to stockholders, nor would distributions be required to be made. Distributions would generally be taxable as dividends to our stockholders to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, U.S. non-corporate stockholders generally would be eligible to treat such dividends as “qualified dividend income,” which generally would be subject to reduced rates of U.S. federal income tax, and dividends paid by us to certain U.S. corporate stockholders would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis in our common stock, and any remaining distributions would be treated as a capital gain. Moreover, if we fail to qualify as a RIC in any taxable year, to qualify again to be treated as a RIC for federal income tax purposes in a subsequent taxable year, we would be required to distribute our earnings and profits attributable to any of our non-RIC taxable years as dividends to our stockholders. In addition, if we fail to qualify as a RIC for a period greater than two consecutive taxable years, to qualify as a RIC in a subsequent taxable year we may be subject to regular corporate tax on any net built-in gains with respect to certain of our assets (that is, the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market value at the end of the taxable year) that we elect to recognize on requalification or when recognized over the next five taxable years.
SBA Regulations
SBIC II was licensed to operate under the SBA as a SBIC under Section 301(c) of the 1958 Act and received its license in 2013. We have repaid all outstanding debentures in connection with SBIC II and surrendered its SBA license.
SBICs are designed to stimulate the flow of capital to businesses that meet specified eligibility requirements discussed below. Under SBA regulations, SBIC II was subject to regulatory requirements including, among other things, making investments in SBA eligible “small businesses” (as defined by the SBA), investing at least 25% of regulatory capital in eligible “smaller business enterprises”, placing certain limitations on the financing terms of investments by SBICs in portfolio companies, prohibiting investing in certain industries, and meeting certain required capitalization thresholds among other regulations. Furthermore, SBIC II was subject to regulation and oversight by the SBA, including, among other things, periodic the performance of financial audits by an independent auditor and periodic examinations, including of SBIC II’s of their financial statements that are prepared on a basis of accounting other than GAAP pursuant to SBA accounting standards and financial reporting requirements for SBICs. For example, SBIC II did not use fair value accounting on its assets or liabilities under SBA valuation guidelines. If SBIC II failed to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit use of SBA-guaranteed debentures, declare outstanding debentures immediately due and payable, and/or limit SBIC II from making new investments. In addition, the SBA can revoke or suspend a SBIC license for willful or repeated violation of, or willful or repeated failure to observe, any provision of the 1958 Act or any rule or regulation promulgated thereunder. These actions by the SBA would, in turn, negatively affect us.
Eligible Small and Smaller Businesses
Under present current SBA regulations, eligible “small business” generally include businesses that (together with their affiliates) have tangible net worth not exceeding $19.5 million and have average annual net income after U.S. federal income taxes not exceeding $6.5 million (average net income to be computed without benefit of any carryover loss) for the two most recent fiscal years. In addition, SBIC II was required to invest at least 25% of its investment capitals in “smaller” concerns enterprises”. A “smaller concern enterprise” generally includes a business (together with its affiliates) that has tangible net worth not exceeding $6.0 million and has average annual net income after U.S. federal income taxes not exceeding $2.0 million (average net income to be computed without benefit of any carryover loss) for the two most recent fiscal years. SBA regulations also provide alternative industry size standard criteria to determine eligibility for designation as an eligible small business or a smaller enterprise, which criteria depend on the primary industry in which the business is engaged and is based on the number of employees or gross revenue of the business and its affiliates or as an alternative to the aforementioned requirement, meet the size requirements based on either the number of employees or gross revenue, which is based on the industry in which the smaller concern operates. However, once an SBIC has invested in a company, it may continue to make follow-on investments in the company, regardless of the size of the business at the time of the follow-on investment, up and until the time a business offers its securities in a public market through the company’s initial public offering, if any.
Financing Limitations, Terms and Changes in Control
The SBA generally prohibits an SBIC from financing small businesses in certain industries, such as relending, gambling, oil and gas exploration and other passive businesses. Additional SBA prohibitions include investing outside the United States, investing more than 30% of regulatory capital in any one company and its affiliates and lending money to any officer, director or employee or to invest in any affiliate thereof. The SBA placed certain limits on the financing terms of investments by SBIC II in portfolio companies such as limiting the interest rate on debt securities and loans provided to portfolio companies. The SBA also limits fees, prepayment terms and other economic arrangements that are typically charged in lending arrangements.
The SBA also prohibited, without prior written approval, a “change in control” of SBIC II or transfers that would result in any person or group owning 10% or more of a class of capital stock (or its equivalent in the case of a partnership) of a licensed SBIC. A “change of control” is any event which would result in the transfer of power, direct or indirect, to direct management and policies of an SBIC, whether through ownership, contractual arrangements or otherwise.
Idle Funds Limitation
The SBA limits an SBIC to investing idle funds in the following types of securities:
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SBA Leverage or Debentures
SBA-guaranteed debentures are non-recourse to us, have a 10-year maturity, and may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at the time of issuance at a market-driven spread over 10-year U.S. Treasury Notes. Leverage through SBA-guaranteed debentures is subject to required capitalization thresholds. SBA current regulations limit the amount that an SBIC may borrow to a maximum of $175.0 million, which is up to twice its regulatory capital, and a maximum of $350.0 million as part of a group of SBICs under common control. The SBA, as a creditor, had a superior claim to SBIC II’s assets over our stockholders in the event we liquidated SBIC II or the SBA exercises its remedies under the SBA-guaranteed debentures issued by SBIC II upon an event of default. We have repaid all outstanding debentures in connection with SBIC II and have surrendered the SBA license.
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Item 1A. Risk Factors
Before you invest in our securities, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this Report, before you decide whether to make an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our NAV, the trading price of our common stock, our 2026 Notes, our 2026 Notes-2 or any securities we may issue, may decline, and you may lose all or part of your investment.
RISKS RELATING TO OUR BUSINESS AND STRUCTURE
We are subject to various covenants under our Truist Credit Facility which, if not complied with, could result in reduced availability and/or mandatory prepayments under our Truist Credit Facility.
In addition to the asset coverage ratio requirements, our Truist Credit Facility contains various covenants which, if not complied with, could accelerate repayment under the Truist Credit Facility. This could have a material adverse effect on our business, financial condition and results of operations. Our borrowings under our Truist Credit Facility are collateralized by the assets in our investment portfolio. The agreements governing the Truist Credit Facility require us to comply with certain financial and operational covenants. These covenants include:
Our continued compliance with these covenants depends on many factors, some of which are beyond our control. A material decrease in our NAV in connection with additional borrowings could result in an inability to comply with our obligation to restrict the level of indebtedness that we are able to incur in relation to the value of our assets or to maintain a minimum level of stockholders’ equity. This could have a material adverse effect on our operations, as it would reduce availability under the Truist Credit Facility and could trigger mandatory prepayment obligations under the terms of the Truist Credit Facility.
We operate in a highly competitive market for investment opportunities.
A number of entities compete with us to make the types of investments that we make in middle-market companies. We compete with public and private funds, including other BDCs, commercial and investment banks, commercial financing companies, CLO funds and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative investment vehicles, such as hedge funds, also invest in middle-market companies. As a result, competition for investment opportunities at middle-market companies can be intense. Many of our potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some competitors have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objectives.
Participants in our industry compete on several factors, including price, flexibility in transaction structuring, customer service, reputation, market knowledge and speed in decision-making. We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that are lower than the rates we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss.
Our borrowers may default on their payments, which may have a materially negative effect on our financial performance.
Our primary business exposes us to credit risk, and the quality of our portfolio has a significant impact on our earnings. Credit risk is a component of our fair valuation of our portfolio companies. Negative credit events will lead to a decrease in the fair value of our portfolio companies.
In addition, market conditions have affected consumer confidence levels, which may harm the business of our portfolio companies and result in adverse changes in payment patterns. Increased delinquencies and default rates would negatively impact our results of operations. Deterioration in the credit quality of our portfolio could have a material adverse effect on our business, financial condition and results of operations. If interest rates rise, some of our portfolio companies may not be able to pay the escalating interest on our loans and may default.
We make long-term loans and debt investments, which may involve a high degree of repayment risk. Our investments with a deferred interest feature, such as OID income and PIK interest, could represent a higher credit risk than investments that must pay interest in full in cash on a regular basis. We invest in companies that may have limited financial resources, typically are highly leveraged and may be unable to obtain financing from traditional sources. Accordingly, a general economic downturn or severe tightening in the credit markets could materially impact the ability of our borrowers to repay their loans, which could significantly damage our business. Numerous other factors may affect a borrower’s ability to repay its loan, including the failure to meet its business plan or a downturn in its industry. A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans or foreclosure on the secured assets. This could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the loans or debt securities that we hold. In addition, our portfolio companies may have, or may be permitted to incur, other debt that ranks senior to or equally with our securities. This means that payments on such senior-ranking securities may have to be made before we receive any payments on our subordinated loans or debt securities. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in any related collateral and may adversely affect our financial condition and results of operations.
Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at fair value, which is derived from a market value or, if no market value is ascertainable or if market value does not reflect the fair value of such investment in the bona fide determination of our board of directors, then we would carry our investments at fair value, as determined in good faith by or under the direction of our board of directors. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation or loss. Unrealized losses of any given portfolio company could be an indication of such company’s inability in the future to meet its repayment obligations to us.
If the fair value of our portfolio companies reflects unrealized losses that are subsequently realized, we could experience reductions of our income available for distribution in future periods that could materially harm our results of operations and cause a material decline in the value of our publicly traded common stock.
We are dependent upon our Investment Adviser’s key personnel for our future success, and if our Investment Adviser is unable to hire and retain qualified personnel or if our Investment Adviser loses any member of its management team, our ability to achieve our investment objectives could be significantly harmed.
We depend on the diligence, skill and network of business contacts of the senior investment professionals of our Investment Adviser for our future success. We also depend, to a significant extent, on PennantPark Investment Advisers’ access to the investment information and deal flow generated by these senior investment professionals and any others that may be hired by PennantPark Investment Advisers. Subject to the overall supervision of our board of directors, the managers of our Investment Adviser evaluate, negotiate, structure, close and monitor our investments. Our future success depends on the continued service of management personnel of our Investment Adviser. The departure of managers of PennantPark Investment Advisers could have a material adverse effect on our ability to achieve our investment objectives. In addition, we can offer no assurance that PennantPark Investment Advisers will remain our Investment Adviser. The Investment Adviser has the right, under the Investment Management Agreement, to resign at any time upon 60 days’ written notice, whether we have found a replacement or not.
If our Investment Management Agreement is terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement. Any new investment management agreement would also be subject to approval by our stockholders.
We are exposed to risks associated with changes in interest rates that may affect our cost of capital and net investment income.
Since we borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds will increase and the interest rate on investments with an interest rate floor will not increase until interest rates exceed the applicable floor, which will reduce our net investment income. We may use interest rate risk management techniques, such as total return swaps and interest rate swaps, in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act and applicable commodities laws. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions and we will initially have to purchase or develop such expertise, which may diminish the actual benefits of any hedging strategy we employ. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk” for more information.
A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments once the interest rate exceeds the applicable floor. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle and may result in a substantial increase of the amount of incentive fees payable to our Investment Adviser with respect to Pre-Incentive Fee Net Investment Income.
General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. A reduction in interest rates may result in both lower interest rates on new investments and higher repayments on current investments with higher interest rates, which may have an adverse impact on our net investment income. An increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates or are subject to interest rate floors and also could increase our interest expense on our Truist Credit Facility, thereby decreasing our net investment income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock.
If general interest rates rise, there is a risk that the portfolio companies in which we hold floating rate securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with us. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio companies, which could adversely affect our net investment income, as any increases in our cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.
Our financial condition and results of operation depend on our ability to manage future growth effectively.
Our ability to achieve our investment objectives depends on our ability to grow, which depends, in turn, on our Investment Adviser’s ability to identify, invest in and monitor companies that meet our investment selection criteria. Accomplishing this result on a cost-effective basis is largely a function of our Investment Adviser’s structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. The management team of PennantPark Investment Advisers has substantial responsibilities under our Investment Management Agreement. In order for us to grow, our Investment Adviser will need to hire, train, supervise and manage new employees. However, we can offer no assurance that any current or future employees will contribute effectively to the work of, or remain associated with, the Investment Adviser. We caution you that the principals of our Investment Adviser or Administrator may also be called upon to provide and currently do provide significant managerial assistance to portfolio companies and other investment vehicles, including other BDCs, which are managed by the Investment Adviser. Such demands on their time may distract them or slow our rate of investment. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.
We are highly dependent on information systems and systems failures could have a material adverse effect on our business, financial condition and results of operations.
Our business depends on the communications and information systems, including financial and accounting systems, of the Investment Adviser, the Administrator and our external service providers. Any failure or interruption of such systems could cause delays or other problems in our activities. This, in turn, could have a material adverse effect on our business, financial condition and results of operations.
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If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or the subsequent testing by our independent registered public accounting firm (when undertaken, as noted below), may reveal deficiencies in our internal controls over financial reporting that are deemed to be significant deficiencies, material weaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for further attention or improvement. We have identified material weaknesses in our internal controls over financial reporting in the past and may identify other material weaknesses or significant deficiencies in the future. Inferior internal controls could also cause investors and lenders to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.
We may not replicate the historical performance of other investment companies and funds with which our senior and other investment professionals have been or are affiliated.
The 1940 Act imposes numerous constraints on the investment activities of BDCs. For example, BDCs are required to invest at least 70% of their total assets primarily in securities of U.S. private companies or thinly traded public companies (i.e., public companies with a market capitalization of less than $250 million), cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. These constraints may hinder the Investment Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objectives. In addition, the investment philosophy and techniques used by the Investment Adviser may differ from those used by other investment companies and funds advised by the Investment Adviser. Accordingly, we can offer no assurance that we will replicate the historical performance of other investment companies and funds with which our senior and other investment professionals have been affiliated, and we caution that our investment returns could be substantially lower than the returns achieved by such other companies.
Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.
If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility, which could have a material adverse effect on our business, financial condition and results of operations.
Loss of RIC tax status would substantially reduce our net assets and income available for debt service and distributions.
We have operated and continue to operate so as to maintain our election to be treated as a RIC under Subchapter M of the Code. If we meet the 90% Income Test, the Diversification Tests, and the Annual Distribution Requirement, we generally will not be subject to corporate-level income taxation on income we timely distribute, or are deemed to distribute, as dividends for U.S. federal income tax purposes to our stockholders. We would cease to qualify for such tax treatment if we were unable to comply with these requirements. In addition, we may have difficulty meeting our Annual Distribution Requirement to our stockholders because, in certain cases, we may recognize income before or without receiving cash representing such income. If we fail to qualify as a RIC, we will have to pay corporate-level taxes on all of our income whether or not we distribute it, which would substantially reduce the amount of income available for debt service as well as reduce and/or affect the character and amount of our distributions to our stockholders. Even if we qualify as a RIC, we generally will be subject to a 4% nondeductible excise tax if we do not distribute to our stockholders in respect of each calendar year an amount at least equal to the Excise Tax Avoidance Requirement.
We may have difficulty paying our Annual Distribution Requirement if we recognize income before or without receiving cash representing such income.
For federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as OID and PIK interest, which represents interest added to the loan balance and due at the end of the loan term. OID, which could be significant relative to our overall investment assets, and increases in loan balances as a result of PIK interest will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash, such as amounts attributable to foreign currency transactions. Our investments with a deferred interest feature, such as PIK interest, may represent a higher credit risk than loans for which interest must be paid in full in cash on a regular basis. For example, even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is scheduled to occur upon maturity of the obligation.
The part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash. If a portfolio company defaults on a loan that is structured to provide PIK or OID interest, it is possible that accrued interest previously used in the calculation of the incentive fee will become uncollectible.
If we are unable to satisfy the Annual Distribution Requirement, we may have to sell some of our investments at times or prices we would not consider advantageous, or raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements, which could have a material adverse effect on our business, financial condition and results of operations. If we are not able to obtain cash from other sources, we may lose our ability to be subject to tax as a RIC and thus be subject to corporate-level income tax.
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Legislation enacted in 2018 allows us to incur additional leverage.
A BDC has historically been able to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that its asset coverage, as defined in Section 61(a)(2) of the 1940 Act, equals at least 200% after such incurrence or issuance. In March 2018, the Consolidated Appropriations Act of 2018 (which includes the SBCAA) was enacted which amended the 1940 Act to decrease this percentage from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity) for a BDC that has received either stockholder approval or approval of a “required majority” (as defined in Section 57(o) of the 1940 Act) of its board of directors of the application of such lower asset coverage ratio to the BDC. On February 5, 2019, our stockholders approved such reduction, as approved by our board of directors on November 13, 2018. As such, we are able to incur additional indebtedness so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us. Under the 200% minimum asset coverage ratio, we were permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity and, under the 150% minimum asset coverage ratio, we are permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a)(2) of the 1940 Act permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1-to-1 to a maximum of 2-to-1. In addition, since our base management fee is determined and payable based upon our average adjusted gross assets, which includes any borrowings for investment purposes, our base management fee expense may increase if we incur additional leverage. Effective February 5, 2019, base management fees were reduced from 1.50% to 1.00% on gross assets that exceed 200% of our total net assets as of the immediately preceding quarter-end.
Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject to tax as a RIC, we may need to raise additional capital to finance our growth. If funds are not available to us, we may need to curtail new investments, and our common stock value could decline.
In connection with satisfying the requirements to be subject to tax as a RIC, we intend to distribute to our stockholders substantially all of our investment company taxable income and net capital gains each taxable year. However, we may retain all or a portion of our net capital gains and incur applicable income taxes with respect thereto and elect to treat such retained net capital gains as deemed dividend distributions to our stockholders.
As noted above, on November 13, 2018 and February 5, 2019, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), and our stockholders, respectively, approved a reduction of our asset coverage ratio from 200% to 150%. The asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity). If we incur additional indebtedness under this provision, the risk of investing in us will increase. If the value of our assets declines, we may be unable to satisfy this asset coverage test. If that happens, we may be required to sell a portion of our investments or sell additional common stock and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales and repayments may be disadvantageous. In addition, the issuance of additional securities could dilute the percentage ownership of our current stockholders in us.
Regulations governing our operation as a BDC will affect our ability to, and the way in which we raise additional capital.
Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of additional senior securities or other indebtedness, the issuance of additional shares of our common stock, the issuance of warrants or subscription rights to purchase certain of our securities, or from securitization transactions or through SBA debentures. However, we may not be able to raise additional capital in the future on favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively as “senior securities,” and we may borrow money from banks, through the SBA debenture program or other financial institutions, up to the maximum amount permitted by the 1940 Act. Under the 1940 Act, the asset coverage ratio requirements permit us to issue senior securities or incur indebtedness subject to certain limitations, exclusive of the SBA debentures pursuant to our SEC exemptive relief. Our ability to pay distributions or issue additional senior securities would be restricted if our asset coverage ratio was not met. If the value of our assets declines, we may be unable to satisfy the asset coverage ratio. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be disadvantageous, which could materially harm our business, financial condition and results of operations.
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We currently use borrowed funds to make investments and are exposed to the typical risks associated with leverage.
Because we borrow funds to make investments, we are exposed to increased risk of loss due to our use of debt to make investments. A decrease in the value of our investments will have a greater negative impact on the NAV attributable to our common stock than it would if we did not use debt. Our ability to pay distributions may be restricted when our asset coverage ratio is not met, exclusive of the SBA debentures pursuant to SEC exemptive relief, and any cash that we use to service our indebtedness is not available for distribution to our common stockholders.
Our current debt is governed by the terms of our Facilities, 2026 Notes, and 2026 Notes-2 and future debt may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing debt. Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may also carry leverage related risks. Leverage magnifies the potential risks for loss and the risks of investing in us, both as detailed below.
Additionally, we may in the future, through one or more of our subsidiaries, receive funds from the SBA through its debenture program. In connection with the filing of its initial SBA license application, PennantPark Investment received exemptive relief, in 2011, from the SEC to permit us to exclude the debt of our SBICs from our consolidated asset coverage ratio. Our ratio of total assets on a consolidated basis to outstanding indebtedness may be less than the applicable asset coverage ratio, which while providing increased investment flexibility, would also increase our exposure to risks associated with leverage.
If we incur additional debt, it could increase the risk of investing in our shares.
We have indebtedness outstanding pursuant to our Truist Credit Facility, 2026 Notes, and 2026 Notes-2 and expect in the future to borrow additional amounts under our Truist Credit Facility or otherwise, subject to market availability, and, may increase the size of our Truist Credit Facility. We cannot assure you that our leverage will remain at current levels. The amount of leverage that we employ will depend upon our assessment of the market and other factors at the time of any proposed borrowing. Lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders or preferred stockholders, if any, and we have granted a security interest in our assets, excluding those of SBIC II, in connection with borrowings under our Truist Credit Facility. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. Any future debt issuance will increase our leverage and may be subordinate to our Truist Credit Facility and SBA debentures. In addition, borrowings or debt issuances and SBA debentures, also known as leverage, magnify the potential for loss or gain on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets decreases, then the use of leverage would cause the NAV attributable to our common stock to decline more than it otherwise would have had we not utilized leverage. Similarly, any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common or preferred stock. Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures.
As noted above, on November 13, 2018 and February 5, 2019, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act), and our stockholders, respectively, approved a reduction of our asset coverage ratio. As a result, since February 5, 2019, the asset coverage requirement applicable to us for senior securities was reduced from 200% to 150%, so long as we comply with the applicable disclosure requirements, which may increase the risk of investing in us.
As of September 30, 2024 and 2023, our asset coverage ratio, as computed in accordance with the 1940 Act, was 164% and 195%, respectively. Since our leverage, including SBA debentures outstanding, was 157% and 105% of our net assets as of September 30, 2024 and 2023, respectively, we would have to receive an annual return of at least 3.7% and 2.5%, respectively, to cover annual interest payments.
As of September 30, 2024, we had outstanding borrowings of $461.5 million under our Truist Credit Facility, $150.0 million of 2026 Notes and $165.0 million of 2026 Notes-2. Our consolidated debt outstanding was $776.5 million and had a weighted average annual interest rate at the time of 6.0%, exclusive of the fee on undrawn commitment on our Truist Credit Facility. This example is for illustrative purposes only, and actual interest rates on our Truist Credit Facility or any future borrowings are likely to fluctuate. The costs associated with our borrowings, including any increase in the management fee or incentive fee payable to our Investment Adviser, are and will be borne by our common stockholders.
The following table is designed to illustrate the effect on the return to a holder of our common stock of the leverage created by our use of borrowing as of September 30, 2024 of 56% of total assets (including such borrowed funds), at the current interest rate at the time of 6.0%, and assumes hypothetical annual returns on our portfolio of minus 10 to plus 10 percent. The table also assumes that we will maintain a constant level of leverage and weighted average interest rate. The amount of leverage and cost of borrowing that we use will vary from time to time. As can be seen, leverage generally increases the return to stockholders when the portfolio return is positive and decreases return when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table.
Assumed return on portfolio (net of expenses) (1)
(10.0
)%
(5.0
0
10.0
5.0
Corresponding return to common stockholders (2)
(37.6
(23.5
(9.5
18.7
4.6
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We may in the future determine to fund a portion of our investments with preferred stock, which is another form of leverage and would magnify the potential for loss and the risks of investing in us.
Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the distributions on any preferred stock we issue must be cumulative. If we issue preferred securities they would rank “senior” to common stock in our capital structure. Payment of distributions on, and repayment of the liquidation preference of, such preferred stock would typically take preference over any distributions or other payments to our common stockholders. Also, preferred stockholders are not typically subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference. Furthermore, preferred stockholders would have separate voting rights and may have rights, preferences or privileges more favorable than those of our common stockholders. Also, the issuance of preferred securities could have the adverse effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for our common stockholders or otherwise be in the best interest of stockholders.
We may in the future determine to fund a portion of our investments with debt securities, which would magnify the potential for loss and the risks of investing in us.
As a result of the borrowings under our Truist Credit Facility, and issuance of our 2026 Notes and 2026 Notes-2, we are exposed to typical risks associated with leverage, including an increased risk of loss and an increase in expenses, which are ultimately borne by our common stockholders. Payment of interest on such debt securities must take preference over any other distributions or other payments to our common stockholders. If we issue additional debt securities in the future, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. In addition, such securities may be rated by rating agencies, and in obtaining a rating for such securities, we may be required to abide by operating and investment guidelines that could further restrict our operating flexibility. Furthermore, any cash that we use to service our indebtedness would not be available for the payment of distributions to our common stockholders.
Our credit ratings may not reflect all risks of an investment in our debt securities.
Our credit ratings, if any, are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of any publicly issued debt securities. Our credit ratings may not reflect the potential impact of risks related to market conditions or other factors discussed above on the market value of, or trading market for, any publicly issued debt securities. Rating agencies have reviewed, and may continue to review, our credit ratings and those of other business development companies in light of the SBCAA as well as any corresponding changes to asset coverage ratios and, in certain cases, downgrade such ratings. Such a downgrade in our credit ratings may adversely affect our securities.
A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us, our 2026 Notes or our 2026 Notes-2, if any, or change in the debt markets could cause the liquidity or market value of our 2026 Notes or our 2026 Notes-2 to decline significantly.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our 2026 Notes or our 2026 Notes-2. Our credit ratings may not reflect the potential impact of risks relating to the structure or marketing of our 2026 Notes or our 2026 Notes-2. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to maintain our credit ratings or to advise holders of our 2026 Notes or our 2026 Notes-2 of any changes in our credit ratings. There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by any of the rating agencies if in their respective judgments future circumstances relating to the basis of the credit rating, such as adverse changes in our Company, so warrant. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future.
Market conditions may make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business.
Our Truist Credit Facility matures in July 2027, our 2026 Notes mature in November 2026 and our 2026 Notes-2 mature in May 2026. Additionally, our SBA debentures mature between March 2026 and March 2028. We utilize proceeds from the Truist Credit Facility, our 2026 Notes, our 2026 Notes-2 and our SBA debentures to make investments in our portfolio companies. The duration of many of our investments exceeds or will exceed the duration of our indebtedness under our Truist Credit Facility, our 2026 Notes and our 2026 Notes-2. This means that we will have to extend the maturity of our Truist Credit Facility or refinance our indebtedness in order to avoid selling investments at maturity of any of our debt investments, at which time such sales may be at prices that are disadvantageous to us, which could materially damage our business. In addition, future market conditions may affect our ability to renew or refinance our Truist Credit Facility, our 2026 Notes and our 2026 Notes-2 on terms as favorable as those in our existing indebtedness. If we fail to extend or refinance the indebtedness by the time it becomes due and payable, holders of the debt and/or the administrative agent may elect to exercise various remedies, including the sale of all or a portion of the collateral securing such indebtedness, subject to certain restrictions, any of which could have a material adverse effect on our business, financial condition and results of operations. The illiquidity of our investments may make it difficult for us to sell such investments. If we are required to sell our investments on short-term notice, we may not receive the value that we have recorded for such investments, and this could materially affect our results of operations.
There are significant potential conflicts of interest which could impact our investment returns.
The professionals of the Investment Adviser and Administrator may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by affiliates of us that currently exist or may be formed in the future. The Investment Adviser and Administrator may be engaged by such funds at any time and without the prior approval of our stockholders or our board of directors. Our board of directors monitors any potential conflict that may arise upon such a development. Accordingly, if this occurs, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. Currently, the executive officers and directors, as well as the current senior investment professionals of the Investment Adviser, may serve as officers and directors of our controlled affiliates and affiliated funds. In addition, we note that any affiliated investment vehicles currently formed or formed in the future and managed by the Investment Adviser or its affiliates may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. As a result, the Investment Adviser may face conflicts in allocating investment opportunities between us and such other entities. Although the Investment Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by the Investment Adviser or an investment manager affiliated with the Investment Adviser. In any such case, when the Investment Adviser identifies an investment, it is forced to choose which investment fund should make the investment. We may co-invest on a concurrent basis with any other affiliates that the Investment Adviser currently has or forms in the future, subject to compliance with applicable regulations and regulatory guidance, our exemptive relief and our allocation procedures.
In the ordinary course of our investing activities, we pay investment advisory and incentive fees to the Investment Adviser, and reimburse the Investment Adviser for certain expenses it incurs. As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Accordingly, there may be times when the management team of the Investment Adviser has
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interests that differ from those of our stockholders, giving rise to a conflict. For example, the Investment Adviser may seek to invest in more speculative investments in order to increase its incentive fee, which practice could result in higher investment losses, particularly during economic downturns.
We have entered into the License Agreement with PennantPark Investment Advisers, pursuant to which the Investment Adviser has agreed to grant us a royalty-free non-exclusive license to use the name “PennantPark.” The License Agreement will expire (i) upon expiration or termination of the Investment Management Agreement, (ii) if the Investment Adviser ceases to serve as our investment adviser, (iii) by either party upon 60 days’ written notice or (iv) by the Investment Adviser at any time in the event we assign or attempt to assign or sublicense the License Agreement or any of our rights or duties thereunder without the prior written consent of the Investment Adviser. Other than with respect to this limited license, we have no legal right to the “PennantPark” name.
In addition, we pay PennantPark Investment Administration, an affiliate of the Investment Adviser, our allocable portion of overhead and other expenses incurred by PennantPark Investment Administration in performing its obligations under the Administration Agreement, including rent and our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs. These arrangements may create conflicts of interest that our board of directors must monitor.
We are subject to risks associated with cybersecurity and cyber incidents.
Our business relies on secure information technology systems. These systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Investment Adviser and third-party service providers. We, along with our Investment Adviser, have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.
We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the debt securities we acquire, the default rate on such securities, the level of our expenses, variations in, and the timing of the recognition of, realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. However, as a result of our irrevocable election to apply the fair value option to our Truist Credit Facility, future decreases of fair value of our debt is expected to have a corresponding increase to our NAV. Similarly, future increases in the fair value of our debt may have a corresponding decrease to our NAV. Any future indebtedness that we elect the fair value option for may have similar effects on our NAV as our Truist Credit Facility. This is expected to mitigate volatility in our earnings and NAV. As a result, results for any period should not be relied upon as being indicative of future performance.
Holders of any preferred stock that we may issue will have the right to elect members of the board of directors and have class voting rights on certain matters.
The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more, until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock, including conversion to open-end status and, accordingly, preferred stockholders could veto any such changes in addition to any ability of common and preferred stockholders, voting together as a single class, to veto such matters. Restrictions imposed on the declarations and payment of distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies, might impair our ability to maintain our qualification as a RIC for U.S. federal income tax purposes, which could have a material adverse effect on our business, financial condition and results of operations.
If we issue preferred stock, debt securities or convertible debt securities, the NAV and market value of our common stock may become more volatile.
We cannot assure you that the issuance of preferred stock and/or debt securities would result in a higher yield or return to the holders of our common stock. The issuance of preferred stock, debt securities and/or convertible debt would likely cause the NAV and market value of our common stock to become more volatile. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of our common stock would be reduced or entirely eliminated. If the dividend rate on the preferred stock, or the interest rate on the debt securities, were to exceed the net rate of return on our portfolio, the use of leverage would result in a lower rate of return to the holders of common stock than if we had not issued the preferred stock or debt securities. Any decline in the NAV of our investment would be borne entirely by the holders of our common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in NAV to the holders of our common stock than if we were not leveraged through the issuance of preferred stock, debt securities or convertible debt. This decline in NAV would also tend to cause a greater decline in the market price for our common stock.
There is also a risk that, in the event of a sharp decline in the value of our net assets, we would be in danger of failing to maintain required asset coverage ratios or other covenants which may be required by the preferred stock, debt securities and/or convertible debt or risk a downgrade in the ratings of the preferred stock, debt securities and/or convertible debt or our current investment income might not be sufficient to meet the dividend requirements on the preferred stock or the interest payments on the debt securities. In order to counteract such an event, we might need to liquidate investments in order to fund redemption of some or all of the preferred stock, debt securities or convertible debt. In addition, we would pay (and the holders of our common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, debt securities, convertible debt or any combination of these securities. Holders of preferred stock, debt securities, convertible debt or any combination of these securities may have different interests than holders of common stock and may at times have disproportionate influence over our business.
The trading market or market value of any publicly issued debt or convertible debt securities may be volatile.
If we publicly issue debt or convertible debt securities, they initially will not have an established trading market. We cannot assure investors that a trading market for our publicly issued debt or convertible debt securities would develop or be maintained if developed. In addition to our creditworthiness, many factors may have a material adverse effect on the trading market for, and market value of, our publicly issued debt or convertible debt securities.
These factors include the following:
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There also may be a limited number of buyers for our debt securities. This too may have a material adverse effect on the market value of the debt securities or the trading market for the debt securities. Our debt securities may include convertible features that cause them to more closely bear risks associated with an investment in our common stock.
Terms relating to debt redemption may have a material adverse effect on the return on any debt securities.
If we issue debt securities that are redeemable at our option, we may choose to redeem the debt securities at times when prevailing interest rates are lower than the interest rate paid on the debt securities. In addition, if the debt securities are subject to mandatory redemption, we may be required to redeem the debt securities at times when prevailing interest rates are lower than the interest rate paid on the debt securities. In this circumstance, a holder of our debt securities may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the debt securities being redeemed.
If we issue subscription rights or warrants for our common stock, your interest in us may be diluted as a result of such rights or warrants offering.
Stockholders who do not fully exercise rights or warrants issued to them in an offering of subscription rights or warrants to purchase our common stock should expect that they will, at the completion of an offering, own a smaller proportional interest in us than would otherwise be the case if they fully exercised their rights or warrants. We cannot state precisely the amount of any such dilution in share ownership because we do not know what proportion of the common stock would be purchased as a result of any such offering.
In addition, if the subscription price or warrant exercise price is less than our NAV per share of common stock at the time of an offering, then our stockholders would experience an immediate dilution of the aggregate NAV of their shares as a result of the offering. The amount of any such decrease in NAV is not predictable because it is not known at this time what the subscription price, warrant exercise price or NAV per share will be on the expiration date of such rights offering or what proportion of our common stock will be purchased as a result of any such offering.
Changes in laws or regulations governing our operations or those of our portfolio companies may adversely affect our business.
We and our portfolio companies are subject to laws and regulations at the U.S. federal, state and local levels and in some cases, foreign levels. These laws and regulations, as well as their interpretation, may change from time to time, and new laws, regulations and interpretations may come into effect. Accordingly, any change in law and regulations, changes in administration or control U.S. Congress, changes in interpretations, or newly enacted laws or regulations could have a material adverse effect on our business or the business of our portfolio companies. See "Business—Regulation" for more information.
Over the past several years, there also has been increasing regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector may be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased regulation of non-bank lending could be materially adverse to our business, financial conditions and result of operations. We may experience fluctuations in our quarterly results.
The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a material adverse effect on our business, financial condition and results of operations.
Our board of directors may change our investment objectives, operating policies and strategies without prior notice or stockholder approval.
Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, under the 1940 Act, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our common stock. Nevertheless, the effects may adversely affect our business and impact our ability to make distributions.
Our business and operations could be negatively affected if we become subject to stockholder activism, which could cause us to incur significant expense, hinder the execution of our investment strategy or impact our stock price.
Stockholder activism, which could take many forms, including making public demands that we consider certain strategic alternatives, engaging in public campaigns to attempt to influence our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists’ representatives or others to our board of directors, or arise in a variety of situations, has impacted the BDC space. While we are currently not subject to any stockholder activism, due to the potential volatility of our stock price and for a variety of other reasons, we may in the future become the target of stockholder activism. Stockholder activism could result in substantial costs and divert management’s and our board of directors’ attention and resources from our business. Additionally, such stockholder activism could give rise to perceived uncertainties as to our future and adversely affect our relationships with service providers and our portfolio companies. Also, we may be required to incur significant legal and other expenses related to any activist stockholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any stockholder activism.
RISKS RELATING TO THE ILLIQUID NATURE OF OUR PORTFOLIO ASSETS
We invest in illiquid assets, and our valuation procedures with respect to such assets may result in recording values that are materially different than the values we ultimately receive upon disposition of such assets.
All of our investments are recorded using broker or dealer quotes, if available, or at fair value as determined in good faith by our board of directors. We expect that most, if not all, of our investments (other than cash and cash equivalents) and the fair value of the Truist Credit Facility will be classified as Level 3 under the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 820, Fair Value Measurements and Disclosures, or ASC 820. This means that the portfolio valuations will be based on unobservable inputs and our own assumptions about how market participants would price the asset or liability. We expect that inputs into the determination of fair values of our portfolio investments and borrowings under our Truist Credit Facility will require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus 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 such a disclaimer materially reduces the reliability of such information. As a result, there will be uncertainty as to the value of our portfolio investments.
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Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. In determining fair value in good faith, we generally obtain financial and other information from portfolio companies, which may represent unaudited, projected or pro forma financial information. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses; we are instead required by the 1940 Act to specifically fair value each individual investment on a quarterly basis. We record unrealized appreciation if we believe that our investment has appreciated in value. Likewise, we record unrealized depreciation if we believe that our investment has depreciated in value. We adjust quarterly the valuation of our portfolio to reflect our board of directors’ determination of the fair value of each investment in our portfolio. Any changes in fair value are recorded on our Consolidated Statements of Operations as net change in unrealized appreciation or depreciation.
All of our investments are recorded at fair value as determined in good faith by our board of directors. Our board of directors uses the services of nationally recognized independent valuation firms to aid it in determining the fair value of our investments. The factors that may be considered in fair value pricing of our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and cash flows, the markets in which the portfolio company does business, comparison to publicly traded companies and other relevant factors. Because valuations may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the value received in an actual transaction. Additionally, valuations of private securities and private companies are inherently uncertain. Our NAV could be adversely affected if our determinations regarding the fair value of our investments were materially lower than the values that we ultimately realize upon the disposal of such investments.
The lack of liquidity in our investments may adversely affect our business.
We may acquire our investments directly from the issuer in privately negotiated transactions. Substantially all of these securities are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. We typically exit our investments when the portfolio company has a liquidity event such as a sale, refinancing, or initial public offering of the company, but we are generally not required to do so.
The illiquidity of our investments may make it difficult or impossible for us to sell such investments if the need arises, particularly at times when the market for illiquid securities is substantially diminished. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments, which could have a material adverse effect on our business, financial condition and results of operations. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public information regarding such portfolio company.
Investments purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the investments, market events, economic conditions or investor perceptions. Domestic and foreign markets are complex and interrelated, so that events in one sector of the world markets or economy, or in one geographical region, can reverberate and have materially negative consequences for other market, economic or regional sectors in a manner that may not be foreseen and which may materially harm our business.
A general disruption in the credit markets could materially damage our business.
We are susceptible to the risk of significant loss if we are forced to discount the value of our investments in order to provide liquidity to meet our debt maturities. Our borrowings under our Truist Credit Facility are collateralized by the assets in our investment portfolio (excluding assets held by SBIC II). A general disruption in the credit markets could result in diminished demand for our securities. In addition, with respect to over-the-counter traded securities, the continued viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase the securities.
If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratio stipulated by the 1940 Act, which could, in turn, cause us to lose our status as a BDC and materially impair our business operations. Our liquidity could be impaired further by an inability to access the capital markets or to draw down our Truist Credit Facility. These situations may arise due to circumstances that we may be unable to control, such as a general disruption in the credit markets, a severe decline in the value of the U.S. dollar, an economic downturn or recession or an operational problem that affects our counterparties or us, and could materially damage our business.
We may invest in over-the-counter securities, which have and may continue to face liquidity constraints, to provide us with liquidity.
The market for over-the-counter traded securities has and may continue to experience limited liquidity and other weakness as the viability of any over-the-counter secondary market depends on the continued willingness of dealers and other participants to purchase the securities.
RISKS RELATING TO OUR INVESTMENTS
Our investments in prospective portfolio companies may be risky, and you could lose all or part of your investment.
We intend to invest primarily in first lien secured debt, second lien secured debt, subordinated debt and selected equity investments issued by U.S. and foreign middle-market companies.
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In addition, investing in middle-market companies involves a number of significant risks, including:
Under the 1940 Act, we may invest up to 30% of our assets in investments that are not qualifying assets for BDCs. If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in assets that we deem to be attractive.
As a BDC, we may not acquire any asset other than qualifying assets, as defined under the 1940 Act, unless at the time the acquisition is made such qualifying assets represent at least 70% of the value of our total assets. Qualifying assets include investments in U.S. operating companies whose securities are not listed on a national securities exchange and companies listed on a national securities exchange subject to a maximum market capitalization of $250 million. Qualifying assets also include cash, cash equivalents, government securities and high quality debt securities maturing in one year or less from the time of investment.
We believe that most of our debt and equity investments do and will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we have not invested a sufficient portion of our assets in qualifying assets at the time of a proposed investment, we will be prohibited from making any additional investment that is not a qualifying asset and could be forced to forgo attractive investment opportunities. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inappropriate times in order to comply with the 1940 Act. If we need to dispose of such investments quickly, it would be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if we do find a buyer, we may have to sell the investments at a substantial loss.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we generally are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer, excluding limitations on investments in other investment companies and compliance with the RIC tax regulations. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the Diversification Requirements, we do not have fixed guidelines for portfolio diversification, and our investments could be concentrated in relatively few portfolio companies or industries. Although we are classified as a non-diversified investment company within the meaning of the 1940 Act, we maintain the flexibility to operate as a diversified investment company and have done so for an extended period of time. To the extent that we operate as a non-diversified investment company in the future, we may be subject to greater risk.
Economic recessions or downturns could impair our portfolio companies and harm our operating results.
Many of our portfolio companies are susceptible to economic or industry centric slowdowns or recessions and may be unable to repay debt from us during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a material decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and materially harm our operating results.
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A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and potential termination of its debt and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company, and any restructuring could further cause adverse effects on our business. Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity investments and subordinate all or a portion of our claim to that of other creditors. This could occur regardless of how we may have structured our investment. In addition, we cannot assure you that a bankruptcy court would not take actions contrary to our interests.
If we fail to make follow-on investments in our portfolio companies, this could materially impair the value of our portfolio.
Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to:
We have the discretion to make any follow-on investments, subject to the availability of capital resources and regulatory considerations. We may elect not to make follow-on investments or otherwise lack sufficient funds to make those investments. Any failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful transaction or business. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, either because we prefer other opportunities, or because we are inhibited by compliance with BDC requirements or the desire to maintain our RIC tax status.
Because we generally do not hold controlling equity interests in our portfolio companies, we are not in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.
Because we generally do not hold controlling equity positions in our portfolio companies, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the market value of our investments.
An investment strategy focused primarily on privately held companies, including controlling equity interests, presents certain challenges, including the lack of available or comparable information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.
We have invested and intend to continue to invest primarily in privately held companies. Generally, little public information exists about these companies, and we rely on the ability of our Investment Adviser’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If they are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose value on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could have a material adverse impact on our investment returns as compared to companies investing primarily in the securities of public companies.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and our portfolio companies may be highly leveraged.
We invest primarily in first lien secured debt, second lien secured debt, subordinated debt and equity investments issued by our portfolio companies. The portfolio companies usually will have, or may be permitted to incur, other debt that ranks equally with, or senior to, our investments, and they may be highly leveraged. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to our debt investments. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
Our incentive fee may induce the Investment Adviser to make speculative investments.
The incentive fee payable by us to PennantPark Investment Advisers may create an incentive for PennantPark Investment Advisers to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to our Investment Adviser is calculated based on a percentage of our NAV. This may encourage our Investment Adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor the holders of our common stock. In addition, our Investment Adviser will receive the incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there is no hurdle applicable to the portion of the incentive fee based on net capital gains. As a result, the Investment Adviser may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
The part of our incentive fee payable by us to PennantPark Investment Advisers that relates to net investment income is computed and paid on income that has been accrued but that has not been received in cash. PennantPark Investment Advisers is not obligated to reimburse us for any such incentive fees even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued. As a result, there is a risk that we will pay incentive fees with respect to income that we never receive in cash.
Any investments in distressed debt may not produce income and may require us to bear large expenses in order to protect and recover our investment.
Distressed debt investments may not produce income and may require us to bear certain additional expenses in order to protect and recover our investment. Therefore, to the extent we invest in distressed debt, our ability to achieve current income for our stockholders may be diminished. We also will be subject to significant uncertainty as to when, in what manner and for what value the distressed debt in which we invest will eventually be satisfied (e.g., through liquidation of the obligor’s assets, an exchange offer or plan of reorganization involving the distressed debt securities or a payment of some amount in satisfaction of the obligation). In addition, even if an exchange offer is made or plan of reorganization is adopted with respect to distressed debt we hold, there can be no assurance that the securities or other assets received by us in connection
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with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made. Moreover, any securities received by us upon completion of an exchange offer or plan of reorganization may be restricted as to resale. If we participate in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt, we may be restricted from disposing of such securities.
Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.
Our investment strategy contemplates potential investments in securities of companies located outside of the United States. Investments in securities of companies located outside of the United States would not be qualifying assets under Section 55(a) of the 1940 Act. Investing in companies located outside of the United States may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political, economic and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
Although most of our investments will be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and economic and political developments. We may employ hedging techniques such as using our Truist Credit Facility’s multicurrency capability to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective.
We may make investments that cause our stockholders to bear investment advisory fees and other expenses on such investments in addition to our management fees and expenses.
We may invest, to the extent permitted by law, in the securities and instruments of other investment companies and companies that would be investment companies but are excluded from the definition of an investment company provided in Section 3(c) of the 1940 Act. To the extent we so invest, we will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain obligated to pay investment advisory fees, consisting of a base management fee and an incentive fee, to PennantPark Investment Advisers with respect to investments in the securities and instruments of other investment companies under our Investment Management Agreement. With respect to any such investments, each of our stockholders will bear his or her share of the investment advisory fees of PennantPark Investment Advisers as well as indirectly bearing the investment advisory fees and other expenses of any investment companies in which we invest.
We may be obligated to pay our Investment Adviser incentive compensation even if we incur a loss.
Our Investment Adviser is entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. Our Pre-Incentive Fee Net Investment Income for incentive compensation purposes excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our Consolidated Statements of Operations for that quarter. Thus, we may be required to pay the Investment Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio, NAV or we incur a net loss for that quarter. In addition, increases in interest rates may increase the amount of incentive fees we pay to the Investment Adviser even though our performance relative to the market has not increased.
We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk, counterparty risk, operational and legal risk and other risks similar to those associated with the use of leverage.
The Company may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. Derivative transactions, if any, will generally create leverage for the Company and involve significant risks. The primary risks related to derivative transactions include counterparty, correlation, liquidity, leverage, volatility, over-the-counter trading, operational and legal risks. In addition, a small investment in derivatives could have a large potential impact on our performance, effecting a form of investment leverage on our portfolio. In certain types of derivative transactions, the Company could lose the entire amount of its investment; in other types of derivative transactions the potential loss is theoretically unlimited.
Under SEC Rule 18f-4 under the 1940 Act ("Rule 18f-4"), related to use of derivatives, short sales, reverse repurchase agreements and certain other transactions by registered investment companies, the Company is permitted to enter into derivatives and other transactions that create future payment or delivery obligations, including short sales, notwithstanding the senior security provision of the 1940 Act if its complies with certain value-at-risk leverage limits and derivatives risk management program and board oversight and reporting requirements or comply with a "limited derivatives users" exception. Rule 18f-4 also permits the Company to enter into reverse repurchase agreements or similar financing transactions notwithstanding the senior security provision of the 1940 Act if the Company aggregates the amount of indebtedness associated with our reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the asset coverage ratios as discussed herein. In addition, the Company is permitted to invest in a security on a when-issued or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security under the 1940 Act, provided that (i) the Company intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the "Delayed-Settlement Securities Provision"). The Company may otherwise engage in such transaction as a "derivatives transaction" for purposes of compliance with the rule. Furthermore, the Company is permitted to enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to the asset coverage requirements under the 1940 Act, if the Company reasonably believes, at the time it enters into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all such agreements as they come due. The Company cannot predict the effects of these requirements
The Company has adopted updated policies and procedures in compliance with Rule 18f-4. The Company expects to qualify as a “limited derivatives user.” Future legislation or rules may modify how the Company treats derivatives and other financial arrangements for purposes of the Company’s compliance with the leverage limitations of the 1940 Act. Future legislation or rules, may modify how leverage is calculated under the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to the Company under the 1940 Act, which may be materially adverse to the Company and the Company’s Investors.
RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK
We may obtain the approval of our stockholders to issue shares of our common stock at prices below the then current NAV per share of our common stock. If we receive such approval from stockholders in the future, we may issue shares of our common stock at a price below the then current NAV per share of common stock. Any such issuance could materially dilute your interest in our common stock and reduce our NAV per share.
We may seek to obtain from our stockholders and they may approve a proposal that authorizes us to issue shares of our common stock at prices below the then current NAV per share of our common stock in one or more offerings for a 12-month period. Such approval would allow us to access the capital markets in a way that we were previously unable to do as a result of restrictions that, absent stockholder approval, apply to BDCs under the 1940 Act.
Any sale or other issuance of shares of our common stock at a price below NAV per share will result in an immediate dilution to your interest in our common stock and a reduction of our NAV per share. This dilution would occur as a result of a proportionately greater decrease in a stockholder’s interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of future shares of common stock that may be issued below our NAV
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per share and the price and timing of such issuances are not currently known, we cannot predict the actual dilutive effect of any such issuance. We also cannot determine the resulting reduction in our NAV per share of any such issuance at this time. We caution you that such effects may be material, and we undertake to describe all the material risks and dilutive effects of any offerings we make at a price below our then current NAV in the future in a prospectus supplement issued in connection with any such offering.
The determination of NAV in connection with an offering of shares of common stock will involve the determination by our board of directors or a committee thereof that we are not selling shares of our common stock at a price below the then current NAV of our common stock at the time at which the sale is made or otherwise in violation of the 1940 Act, unless we have previously received the consent of the majority of our common stockholders to do so and the board of directors decides such an offering is in the best interests of our common stockholders. Whenever we do not have current stockholder approval to issue shares of our common stock at a price per share below our then current NAV per share, the offering price per share (after any distributing commission or discount) will equal or exceed our then current NAV per share, based on the value of our portfolio securities and other assets determined in good faith by our board of directors as of a time within 48 hours (excluding Sundays and holidays) of the sale.
There is a risk that our stockholders may not receive distributions or that our distributions may not grow over time.
We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. In addition, due to the asset coverage ratio requirements applicable to us as a BDC, we may be limited in our ability to make distributions. Further, if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to liquidate some of our investments and raise cash in order to make distribution payments, which could materially harm our business. Finally, to the extent we make distributions to stockholders which include a return of capital, that portion of the distribution essentially constitutes a return of the stockholders’ investment. Although such return of capital may not be taxable, such distributions may increase an investor’s tax liability for capital gains upon the future sale of our common stock.
Investing in our shares may involve an above average degree of risk.
The investments we make in accordance with our investment objectives may result in a higher amount of risk and volatility than alternative investment options or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.
Sales of substantial amounts of our securities may have an adverse effect on the market price of our securities.
Sales of substantial amounts of our securities, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities. If this occurs and continues it could impair our ability to raise additional capital through the sale of securities should we desire to do so.
We may allocate the net proceeds from any offering of our securities in ways with which you may not agree.
We have significant flexibility in investing the net proceeds of any offering of our securities and may use the net proceeds from an offering in ways with which you may not agree or for purposes other than those contemplated at the time of the offering.
Our shares may trade at discounts from NAV or at premiums that are unsustainable over the long term.
Shares of BDCs may trade at a market price that is less than the NAV that is attributable to those shares. Our shares have traded above and below our NAV. Our shares closed on The New York Stock Exchange at $6.99 and $6.58 on September 30, 2024 and 2023, respectively. Our NAV per share was $7.56 and $7.70, respectively, as of the same dates. The possibility that our shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether our shares will trade at, above or below NAV in the future.
The market price of our common stock may fluctuate significantly.
The market price and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:
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Since our initial listing on The Nasdaq Global Select Market to our voluntarily withdrawal of the principal listing of common shares from the Nasdaq Stock Market LLC effective at market close on April 13, 2022 and subsequent listing and trading of the Company's common stock on the New York Stock Exchange, which commenced April 14, 2022, our shares of common stock have traded at a wide range of prices. We can offer no assurance that our shares of common stock will not display similar volatility in future periods.
We may be unable to invest the net proceeds raised from offerings on acceptable terms, which would harm our financial condition and operating results.
Until we identify new investment opportunities, we intend to either invest the net proceeds of future offerings in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less or use the net proceeds from such offerings to reduce then-outstanding obligations under our Truist Credit Facility or any future credit facility. We cannot assure you that we will be able to find enough appropriate investments that meet our investment selection criteria or that any investment we complete using the proceeds from an offering will produce a sufficient return.
You may have current tax liabilities on distributions you reinvest in our common stock.
Under the dividend reinvestment plan, if you own shares of our common stock registered in your own name, you will have all cash distributions automatically reinvested in additional shares of our common stock unless you opt out of the dividend reinvestment plan by delivering a written notice to the plan administrator prior to the record date of the next dividend or distribution. If you have not “opted out” of the dividend reinvestment plan, you will be deemed to have received, and for federal income tax purposes will be taxed on, the amount reinvested in our common stock to the extent the amount reinvested was not a tax-free return of capital. As a result, you may have to use funds from other sources to pay your income tax liabilities on the value of the common stock received. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Distributions” for more information.
There is a risk that our common stockholders may receive our stock as distributions in which case they may be required to pay taxes in excess of the cash they receive.
We may distribute our common stock as a dividend of our taxable income and a stockholder could receive a portion of the dividends declared and distributed by us in shares of our common stock with the remaining amount in cash. Revenue Procedures issued by the IRS allow a publicly offered regulated investment company (including a BDC) to distribute its own stock as a dividend for the purpose of fulfilling its distribution requirements, if certain conditions are satisfied. As long as a portion of such dividend is paid in cash (which portion may be as low as 20% of such dividend) and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder will be considered to have recognized dividend income generally equal to the fair market value of the stock paid by us plus cash received with respect to such dividend. The total dividend declared would be taxable income to a stockholder even though he or she may only receive a relatively small portion of the dividend in cash to pay any taxes due on the dividend. We have not elected to distribute stock as a dividend but reserve the right to do so.
Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
The Maryland General Corporation Law, our charter and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. We are subject to the Maryland Business Combination Act, or the Business Combination Act, the application of which is subject to any applicable requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board does not approve a business combination, the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
In addition, our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our common stock by any person. If we amend our bylaws to repeal the exemption from such act, it may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer. Our bylaws require us to consult with the SEC staff before we repeal such exemption. Also, our charter provides for classifying our board of directors in three classes serving staggered three-year terms, and provisions of our charter authorize our board of directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our charter, without stockholder approval, to increase or decrease the number of shares of stock that we have authority to issue.
These anti-takeover provisions may inhibit a change of control in circumstances that could give our stockholders the opportunity to realize a premium over the market price for our common stock.
RISKS RELATING TO AN INVESTMENT IN OUR DEBT SECURITIES
The 2026 Notes and the 2026 Notes-2 are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.
The 2026 Notes and the 2026-2 Notes are not secured by any of our assets or any of the assets of our subsidiaries. As a result, the 2026 Notes and the 2026-2 Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the 2026 Notes and the 2026-2 Notes. As of September 30, 2024, we had $461.5 million in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility is secured by substantially all of our assets. The indebtedness under the Truist Credit Facility is therefore effectively senior in right of payment to our 2026 Notes and our 2026-2 Notes to the extent of the value of such assets.
The 2026 Notes and the 2026-2 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The 2026 Notes and the 2026-2 Notes are obligations exclusively of PennantPark Investment Corporation and not of any of our subsidiaries. None of our subsidiaries is or acts as a guarantor of the 2026 Notes or the 2026-2 Notes and the 2026 Notes and the 2026-2 Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. The assets of any such subsidiaries are not directly available to satisfy the claims of our creditors, including holders of our 2026 Notes and our 2026-2 Notes.
Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including holders of preferred stock, if any, of our subsidiaries) will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the 2026 Notes and the 2026 Notes-2) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the 2026 Notes and the 2026 Notes-2 are structurally subordinated to all indebtedness and other liabilities (including trade payables) of our subsidiaries and
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any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise. All of such indebtedness is structurally senior to the 2026 Notes and the 2026 Notes-2. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the 2026 Notes and the 2026 Notes-2.
The indenture under which each of the 2026 Notes and the 2026-2 Notes were issued contains limited protection for their respective holders.
The indenture under which each of the 2026 Notes and the 2026 Notes-2 were issued offers limited protection to holders. The terms of the indenture and each of the 2026 Notes and the 2026 Notes-2 do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on each holder’s investment in the 2026 Notes and the 2026 Notes-2. In particular, the terms of the indenture and each of the 2026 Notes and the 2026 Notes-2 will not place any restrictions on our or our subsidiaries’ ability to:
In addition, the indenture will not require us to offer to purchase the Notes in connection with a change of control or any other event.
Furthermore, the terms of the indenture and each of the 2026 Notes and the 2026 Notes-2 do not protect their respective holders in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow or liquidity, except as required under the 1940 Act.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the 2026 Notes and the 2026 Notes-2 may have important consequences for their holders, including making it more difficult for us to satisfy our obligations with respect to the 2026 Notes and the 2026 Notes-2 or negatively affecting their trading value.
Certain of our current debt instruments include more protections for their respective holders than the indenture and each of the 2026 Notes and the 2026 Notes-2. In addition, other debt we issue or incur in the future could contain more protections for its holders than the indenture and each of the 2026 Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the 2026 Notes and the 2026 Notes-2, if any.
The optional redemption provision may materially adversely affect your return on the 2026 Notes and the 2026 Notes-2.
The 2026 Notes and the 2026 Notes-2 may be redeemable in whole or in part upon certain conditions at any time, or from time to time, at our option on or after October 15, 2026 or February 1, 2026, respectively. We may choose to redeem the 2026 Notes or the 2026 Notes-2 at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the 2026 Notes or the 2026 Notes-2 being redeemed.
There is no active trading market for the Notes. If an active trading market does not develop for the Notes, you may not be able to sell them.
The Notes are a new issue of debt securities for which currently there is no trading market. We do not intend to list the Notes on any securities exchange or for quotation of the Notes on any automated dealer quotation system. If the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters have advised us that they intend to make a market in the Notes, but they are not obligated to do so. The underwriters may discontinue any market-making in the Notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid trading market will develop for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2026 Notes or the 2026 Notes-2.
Any default under the agreements governing our indebtedness, including a default under our Truist Credit Facility or under other indebtedness to which we may be a party that is not waived by the required lenders or holders, and the remedies sought by the holders of such indebtedness could make us unable to pay principal, premium, if any, and interest on the 2026 Notes or the 2026 Notes-2 and substantially decrease the market value of such notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Truist Credit Facility or other debt we may incur in the future could elect to terminate their commitments,
35
cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under the agreements relating to our Truist Credit Facility or other debt that we may incur in the future to avoid being in default. If we breach our covenants under our Truist Credit Facility or other debt and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including the lenders under our Truist Credit Facility, could proceed against the collateral securing the debt. Because our Truist Credit Facility have, and any future debt will likely have, customary cross-default provisions, if the indebtedness thereunder or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due.
FATCA withholding may apply to payments to certain foreign entities.
Payments made under the 2026 Notes or the 2026 Notes-2 to a foreign financial institution or non-financial foreign entity (including such an institution or entity acting as an intermediary) may be subject to a U.S. withholding tax of 30% under the Foreign Account Tax Compliance Act (commonly known as “FATCA”) provisions of the Code. This U.S. withholding tax may apply to certain payments of interest on the 2026 Notes or the 2026 Notes-2 as well as scheduled payments of principal, early redemption, or sale of the 2026 Notes or the 2026 Notes-2, unless the foreign financial institution or non-financial foreign entity complies with certain information reporting, withholding, identification, certification and related requirements imposed by FATCA. Depending upon the status of a holder and the status of an intermediary through which any notes are held, the holder could be subject to this 30% U.S. withholding tax in respect of any interest paid on the notes as well as any proceeds from the sale or other disposition of the notes. Proposed Treasury Regulations, if finalized in their present form, would eliminate the application of this 30% U.S. withholding tax in respect of payments of certain gross proceeds. Pursuant to these proposed Treasury Regulations, we and any other applicable withholding agent may (but are not required to) rely on this proposed change to FATCA withholding until final regulations are issued or until such proposed Treasury Regulations are rescinded. Holders of the 2026 Notes and the 2026 Notes-2 should consult their own tax advisors regarding FATCA and how it may affect their investment in the notes.
GENERAL RISK FACTORS
We and our portfolio companies may maintain cash balances at financial institutions and exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
Our cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our and our portfolio companies’ business, financial condition, results of operations, or prospects.
Although we assess our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us or our portfolio companies, the financial institutions with which we or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us or our portfolio companies to acquire financing on acceptable terms or at all.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies are in industries that may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.
Global capital markets could enter a period of severe disruption and instability due to future recessions, disease pandemics and other serious health events, political instability, geopolitical turmoil and foreign hostilities. These market conditions have historically had and could again have a materially adverse effect on debt and equity capital markets in the United States, which could have a materially negative impact on our business, financial condition and results of operations.
The U.S. and global capital markets have, from time to time, experienced periods of disruption characterized by the freezing of available credit, a lack of liquidity in the debt capital markets, significant losses in the principal value of investments, the re-pricing of credit risk in the broadly syndicated credit market, the failure of major financial institutions and general volatility in the financial markets. During these periods of disruption, general economic conditions deteriorated with material and adverse consequences for the broader financial and credit markets, and the availability of debt and equity capital for the market as a whole, and financial services firms in particular, was reduced significantly. These conditions may reoccur for a prolonged period of time or materially worsen in the future. In addition, uncertainty between the United States and other countries with respect to trade policies, treaties and tariffs, among other factors, have caused disruptions in the global markets, including markets in which we participate, and we cannot assure you that these market conditions will not continue or worsen in the future. We may in the future have difficulty accessing debt and equity capital markets, and a severe disruption in the global financial markets, deterioration in credit and financing conditions or uncertainty regarding U.S. government spending and deficit levels or other global economic and political conditions, including future recessions, political instability, geopolitical turmoil and foreign hostilities, and disease, pandemics and other serious health events, could have a material adverse effect on our business, financial condition and results of operations.
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Volatility or a prolonged disruption in the credit markets could materially damage our business.
We are required to record our assets at fair value, as determined in good faith by our board of directors, in accordance with our valuation policy. As a result, volatility in the capital markets may have a material adverse effect on our valuations and our NAV, even if we hold investments to maturity. Volatility or dislocation in the capital markets may depress our stock price below our NAV per share and create a challenging environment in which to raise equity and debt capital. As a BDC, we are generally not able to issue additional shares of our common stock at a price less than our NAV without first obtaining approval for such issuance from our stockholders and our independent directors. Additionally, our ability to incur indebtedness is limited by the asset coverage ratio requirements for a BDC, as defined under the 1940 Act, exclusive of the SBA debentures pursuant to our SEC exemptive relief. Declining portfolio values negatively impact our ability to borrow additional funds under our Truist Credit Facility because our NAV is reduced for purposes of the asset coverage ratio. If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratio stipulated by the 1940 Act, which could, in turn, cause us to lose our status as a BDC and materially impair our business operations. A lengthy disruption in the credit markets could also materially decrease demand for our investments and could materially damage our business, financial condition and results of operations.
The significant disruptions in the capital markets experienced in the past has had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. The debt capital that may be available to us in the future may be at a higher cost and have less favorable terms and conditions than those currently in effect. If our financing costs increase and we have no increase in interest income, then our net investment income will decrease. A prolonged inability to raise capital may require us to reduce the volume of investments we originate and could have a material adverse impact on our business, financial condition and results of operations. This may also increase the probability that other structural risks negatively impact us. These situations may arise due to circumstances that we may be unable to control, such as a lengthy disruption in the credit markets, a severe decline in the value of the U.S. dollar, a sharp economic downturn or recession or an operational problem that affects third parties or us, and could materially damage our business, financial condition and results of operations.
Any public health emergency, any outbreak of existing or new diseases, and the resulting financial and economic market uncertainty could have a significant adverse impact on us.
The extent of the impact of any public health emergency, on our and our portfolio companies’ operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the actions taken by governmental authorities to contain its financial and economic impact, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, investor liquidity and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In addition, our and our portfolio companies’ operations may be significantly impacted, or halted, as a result of government quarantine measures, restrictions on travel and other factors related to a public health emergency, including its potential adverse impact on the health of any of our or our portfolio companies’ personnel. This could create widespread business continuity issues for us and our portfolio companies. These factors may also cause the valuation of our investments to differ materially from the values that we may ultimately realize. Any public health emergency any outbreak of existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.
Economic sanction laws in the United States and other jurisdictions may prohibit us or our affiliates from transacting with certain countries, individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which prohibit, among other things, transactions with, and the provision of services to, certain non-U.S. countries, territories, entities and individuals. These types of sanctions may significantly restrict or completely prohibit investment activities in certain jurisdictions, and if we, our portfolio companies or other issuers in which we invest were to violate any such laws or regulations, we may face significant legal and monetary penalties.
The Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws and regulations, as well as anti-boycott regulations, may also apply to and restrict our activities, our portfolio companies and other issuers of our investments. If an issuer or we were to violate any such laws or regulations, such issuer or we may face significant legal and monetary penalties. The U.S. government has indicated that it is particularly focused on FCPA enforcement, which may increase the risk that an issuer or us becomes the subject of such actual or threatened enforcement. In addition, certain commentators have suggested that private investment firms and the funds that they manage may face increased scrutiny and/or liability with respect to the activities of their underlying portfolio companies. As such, a violation of the FCPA or other applicable regulations by us or an issuer of our portfolio investments could have a material adverse effect on us. We are committed to complying with the FCPA and other anti-corruption laws and regulations, as well as anti-boycott regulations, to which it is subject. As a result, we may be adversely affected because of our unwillingness to enter into transactions that violate any such laws or regulations.
Failure or alleged failure to comply with applicable data protection and privacy laws and regulations could subject us to ongoing costs and, in some cases, fines and reputational harm.
We and the Adviser and its affiliates are subject to numerous laws and regulations in various jurisdictions relating to privacy and the storage, sharing, use, processing, disclosure and protection of information that we and our affiliates hold. The SEC has adopted changes to Regulation S-P, which requires, among other things, that registered investment advisers notify affected individuals of a breach involving their personal information when there has been an incident that rises to the level of being a reportable breach. In general, these laws and regulations introduce many new obligations on us, the Adviser and its affiliates and service providers and create new rights for parties who have given any of us their personal information, such as investors and others. The scope of data protection and privacy laws and regulations is rapidly evolving, and such laws and regulations are subject to differing interpretations. Any inability or perceived inability to adequately address privacy concerns, or comply with applicable laws and regulations, even if unfounded, could result in regulatory and third-party liability, increased costs, disruption to our operations, and reputational damage. Obligations to which we, the Adviser or its affiliates are subject impose compliance costs and risks of penalties, which could increase significantly as such laws and regulations evolve globally. Moreover, as data protection and privacy laws and regulations continue to develop, it could be more difficult and/or more costly for us, the Adviser or its affiliates to collect, store, use, transmit and process personal information.
While we, the Adviser and its affiliates take reasonable efforts to comply with data protection and privacy laws and regulations, it is possible that we and the Adviser will not be able to accurately anticipate the ways in which regulators and courts will apply or interpret these laws, and there can be no assurance that we or the Adviser or its affiliates will not be subject to regulatory or individual legal action, including fines, in the event of a security incident, alleged non-compliance with applicable data protection and privacy laws or regulations, or other claim that an individual’s privacy rights have been violated. Many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting in large judgments and settlements.
We may be the target of litigation.
We may be the target of securities litigation in the future, particularly if the trading price of our common stock, our 2026 Notes or our 2026-2 Notes fluctuates significantly. We could also generally be subject to litigation, including derivative actions by our stockholders. Any litigation could result in substantial costs and divert management’s attention and resources from our business and cause a material adverse effect on our business, financial condition and results of operations.
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The effect of global climate change may impact the operations of our portfolio companies.
There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition through, for example, decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.
Legislative or regulatory tax changes could adversely affect investors.
At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. The Biden Administration has enacted significant changes to the existing U.S. tax rules that include, among others, a minimum tax on book income and profits of certain multinational corporations, and there are a number of proposals in the U.S. Congress that would similarly modify the existing U.S. tax rules. The likelihood of any new legislation being enacted is uncertain. Any new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments.
Item 1B. Unresolved Staff Comments
None.
Item 1C.Cybersecurity
The Company has effective processes in place to assess, identify, and manage material risks from cybersecurity threats. The Company’s business is dependent on the communications and information systems of the Investment Adviser. The Company also relies on the communications and systems of other third-party service providers.
Cybersecurity Program Overview
The Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company. The Adviser's cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks, including networks on which the Company relies. The Adviser actively monitors the current threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.
The Company relies on the Adviser to engage external experts, including cybersecurity assessors, consultants, and auditors to evaluate cybersecurity measures and risk management processes, including those applicable to the Company.
The Company relies on the Adviser’s risk management program and processes, which include cyber risk assessments.
The Company depends on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The Company relies on the expertise of risk management, legal, information technology, and compliance personnel of the Adviser when identifying and overseeing risks from cybersecurity threats associated with our use of such entities.
Board Oversight of Cybersecurity Risks
The Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. The Board receives periodic updates from the Company’s Chief Compliance Officer ("CCO") regarding the overall state of the Adviser’s cybersecurity program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.
Management's Role in Cybersecurity Risk Management
The Company’s management, including the Company’s Chief Financial Officer (“CFO”) and CCO, is responsible for assessing and managing material risks from cybersecurity threats. The CFO and CCO of the Company oversee the Company’s oversight function generally and rely on Information Technology staff of, and consultants to, the Adviser to manage the assessment and management of material risks from cybersecurity threats. The CFO has been responsible for his oversight function as CFO to the Company for two years and has worked in the financial services industry for more than 30 years, during which time the CFO has gained expertise in assessing and managing risk applicable to the Company. The CCO has been responsible for oversight functions for the Company for two years, serving as CCO since May 2023 and has worked in the financial services industry for more than 27 years, during which time the CCO has gained expertise in assessing and managing risks applicable to the Company.
Management of the Company, including the CCO, is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company, including through the receipt of notifications from service providers and reliance on communications with risk management, legal, information technology, and/or compliance personnel of the Adviser.
Assessment of Cybersecurity Risk
The potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy, operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.
Item 2. Properties
As of September 30, 2024, we did not own any real estate or other physical properties materially important to our operation. We believe that the office facilities of the Investment Adviser and Administrator are suitable and adequate for our business as it is contemplated to be conducted.
Item 3. Legal Proceedings
None of us, our Investment Adviser or our Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against our Investment Adviser or Administrator. From time to time, we, our Investment Adviser or Administrator may be a party to certain legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PRICE RANGE OF COMMON STOCK
On April 4, 2007, we closed our initial public offering. On April 14, 2022, listing and trading of the Company’s common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market effective at market close on April 13, 2022. Our common stock trades on the New York Stock Exchange under the symbol “PNNT”. The following table lists the high and low closing sale prices for our common stock, the closing sale prices as a premium or (discount) to our NAV per share and distributions per share for each full quarterly period within the fiscal years ended September 30, 2024 and 2023.
Closing Sale Prices
Premium / (Discount)of High Sale
Premium /(Discount)of Low Sale
Distributions
Period
NAV (1)
High
Low
Price to NAV (2)
Declared
Year Ended September 30, 2024
Fourth quarter
$
7.56
7.89
6.62
(12
0.24
Third quarter
7.52
7.72
6.78
(10
0.22
Second quarter
7.69
7.21
6.60
(6
(14
0.21
First quarter
7.65
6.94
6.04
(9
(21
Year Ended September 30, 2023
7.70
6.92
5.95
(23
6.00
4.76
(22
(38
0.20
7.60
6.25
4.99
(18
(34
0.19
7.71
6.30
5.45
(29
0.17
Shares of BDCs may trade at a market price both above and below the NAV that is attributable to those shares. During the periods covered in the above table, our shares have traded below our NAV. Our shares closed on the New York Stock Exchange at $6.99 and $6.58 as of September 30, 2024 and 2023, respectively. Our NAV per share was $7.56 and $7.70 as of September 30, 2024 and 2023, respectively. The possibility that our shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether our shares will trade at, above or below our NAV in the future. As of September 30, 2024, we had eight stockholders of record.
Sale of Unregistered Securities
We did not engage in any sales of unregistered securities during the year ended September 30, 2024.
Issuer Purchases of Equity Securities
During the year ended September 30, 2024, we did not make any repurchase of our common shares. On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common stock in the open market at prices below our net asset value as reported in our then most recently published consolidated financial statements. The program expired on March 31, 2023. Repurchases of our common stock under our share repurchase program were as follows:
Total Number of Shares Purchased
Average Price per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands)
January 1, 2022 through March 31, 2022
913,454
17,944
April 1, 2022 through June 30, 2022
717,709
6.91
1,631,163
12,986
July 1, 2022 through September 30, 2022
189,442
6.52
1,820,605
11,751
October 1, 2022 through December 31, 2022
—
-
January 1, 2023 through March 31, 2023
Total investments
7.28
—————————
DISTRIBUTIONS
We intend to continue making distributions to our stockholders. The timing and amount of our distributions, if any, is determined by our board of directors. Any distributions to our stockholders are declared out of assets legally available for distribution. We monitor available net taxable investment income to determine if a tax return of capital may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be deemed to be a tax return of capital to our common stockholders.
In January 2025, a Form 1099-DIV will be sent to stockholders subject to information reporting that will state the amount and composition of distributions and provide information with respect to appropriate tax treatment of our distributions.
The tax characteristics of distributions declared, in accordance with Section 19(a) of the 1940 Act, during the years ended September 30, 2024 and 2023 from ordinary income (including short-term gains), if any, totaled $57.4 million and $49.6 million, or $0.88 and $0.76 per share, respectively, based on the weighted average shares outstanding for the respective years. Additionally, for both years ended September 30, 2024 and 2023, we did not pay any distribution from long-term capital gains.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend or other distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings when applicable to us as a BDC under the 1940 Act and due to provisions in future credit facilities. If we do not distribute a certain minimum percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
Stock Performance Graph
This graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index (the "S&P Index") and the Russell 2000 Financial Services Index, for the last five fiscal years. The graph assumes that, on September 30, 2019, a person invested $100 in each of our common stock, the S&P 500 Index, and the Russell 2000 Financial Services Index. The graph measures total stockholder return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are invested in like securities.
The graph and other information furnished under this Part II Item 5 of this Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act. The stock price performance included in the above graph is not necessarily indicative of future stock price performance.
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Fees and Expenses
The following table is being provided to update, as of September 30, 2024, certain information in our registration statement on Form N-2 (File No. 333-263564), most recently declared effective by the SEC on April 28, 2022. The following table will assist you in understanding the various costs and expenses that an investor in shares of our common stock will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary from actual results. The following table should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever reference is made to fees or expenses paid by “you” or “us” or that “we” will pay, stockholders will indirectly bear such fees or expenses as investors in us.
Stockholder transaction expenses
Sales load (as a percentage of offering price)
(1)
Offering expenses (as a percentage of offering price)
(2)
Dividend reinvestment plan expenses
(3)
Total stockholder expenses (as a percentage of offering price)
Estimated annual expenses (as a percentage of average net assets attributable to common shares)(4)
Management fees
3.34
(5)
Incentive fees
2.55
(6)
Interest on borrowed funds
9.06
(7)
Acquired fund fees and expenses
11.21
(8)
Other expenses
1.84
(9)
Total estimated annual expenses
28.00
(10)
Our stockholders indirectly bear 23.1% of the expenses of our investment in PTSF II. A management fee equal to 0.50% per annum of the gross assets of PTSF II and its subsidiaries is charged by
PennantPark Investment Advisers in connection with PTSF II, and the entity is subject to an incentive fee of 20% of residual income proceeds after the internal rate of return on the equity has reached at least 12%. For this chart, PTSF II fees and operating expenses are based on our share of the actual fees and operating expenses of PTSF II for the fiscal year ended September 30, 2024. Expenses for PTSF II may fluctuate over time and may be substantially higher or lower in the future.
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Example
The following example illustrates the projected dollar amount of total cumulative expenses that you would pay on a $1,000 hypothetical investment in common shares, assuming (1) a 3.00% sales load (underwriting discounts and commissions) and offering expenses totaling 0.5%, (2) total net annual expenses of 25.5% of average net assets attributable to common shares as set forth in the table above (other than performance-based incentive fees) and (3) a 5% annual return.
You would pay the following expenses on a $1,000 common stock investment
1 Years
3 Years
5 Years
10 Years
Assuming a 5% annual return (assumes no return from net realized capital gains or net
unrealized capital appreciation)
255
570
770
1,004
Assuming a 5% annual return (assumes return only from realized capital gains and thus
subject to the capital gains incentive fee)
263
582
780
1,002
This example and the expenses in the table above should not be considered a representation of our future expenses. Actual expenses may be greater or less than those assumed. The table above is provided to assist you in understanding the various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. If we were to earn an annual return equal to or less than 5% from net investment income, the incentive fee under our Investment Management Agreement would not be earned or payable. If returns on our investments, including realized capital gains, result in an incentive fee, our expenses, and returns to investors, would be higher. The example assumes that all distributions are reinvested at NAV. Reinvestment of distributions under our dividend reinvestment plan may occur at a price per share that differs from NAV. See “Distributions” for more information.
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Item 6. Selected Financial Data
Not applicable
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to us and our consolidated subsidiaries regarding future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. The forward-looking statements contained in this Report involve risks and uncertainties, including statements as to:
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks,” “plans,” “estimates” and similar expressions to identify forward-looking statements. You should not place undue influence on the forward-looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors in “Risk Factors” and elsewhere in this Report.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward- looking statement in this Report should not be regarded as a representation by us that our plans and objectives will be achieved.
We have based the forward-looking statements included in this Report on information available to us on the date of this Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including reports on Form 10-Q/K and current reports on Form 8-K.
You should understand that under Section 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.
The following analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes thereto contained elsewhere in this Report.
Overview
We believe middle-market companies offer attractive risk-reward to investors due to a limited amount of capital available for such companies. We seek to create a diversified portfolio that includes first lien secured debt, second lien secured debt, subordinated debt and equity investments by investing approximately $10 million to $50 million of capital, on average, in the securities of middle-market companies. We expect this investment size to vary proportionately with the size of our capital base. We use the term “middle-market” to refer to companies with annual revenues between $50 million and $1 billion. The companies in which we invest are typically highly leveraged, and, in most cases, are not rated by national rating agencies. If such companies were rated, we believe that they would typically receive a rating below investment grade (between BB and CCC under the Standard & Poor’s system) from the national rating agencies. Securities rated below investment grade are often referred to as “leveraged loans” or “high yield” securities or “junk bonds” and are often higher risk compared to debt instruments that are rated above investment grade and have speculative
characteristics. Our debt investments may generally range in maturity from three to ten years and are made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions.
We execute our investment strategy directly and through our wholly owned subsidiaries, our unconsolidated joint venture and unconsolidated limited partnership. The term “subsidiary” means entities that primarily engage in investment activities in securities or other assets and are wholly owned by us. The Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities of securities or other assets other than entities wholly owned by the Company. We comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with our subsidiaries. Our subsidiaries comply with the provisions of Section 17 of the 1940 Act related to affiliated transactions and custody. To the extent that the Company forms a subsidiary advised by an investment adviser other than the Investment Adviser, the investment adviser to such subsidiaries will comply with the provisions of the 1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act. Our investment activities are managed by the Investment Adviser. Under our Investment Management Agreement, we have agreed to pay our Investment Adviser an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. PennantPark Investment, through the Investment Adviser, had provided similar services to SBIC II under its investment management agreement. SBIC II’s investment management agreement has no effect the management and incentive fees on a consolidated basis. We have also entered into an Administration Agreement with the Administrator. Under our Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. PennantPark Investment, through the Administrator, has provided similar services to SBIC II under its administration agreement with us. Our board of directors, a majority of whom are independent of us, provides overall supervision of our activities, and the Investment Adviser supervises our day-to-day activities.
At-the-Market Offering
On June 4, 2024, we entered into equity distribution agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. (together, the "Equity Distribution Agreements"), as sales agents (each a "Sales Agent" and together, the "Sales Agents") in connection with the sale of shares of our common stock, with an aggregate offering price of up to $100 million under an at-the-market offering ("ATM Program"). We may offer and sell shares of our common stock from time to time through a sales agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our common stock. The Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the equity distribution agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us.
Revenues
We generate revenue in the form of interest income on the debt securities we hold and capital gains and dividends, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of first lien secured debt, second lien secured debt or subordinated debt, typically have a term of three to ten years and bear interest at a fixed or a floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, our investments provide for deferred interest payments and PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of amendment, commitment, origination, structuring or diligence fees, fees for providing significant managerial assistance and possibly consulting fees. Loan origination fees, OID and market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Expenses
Our primary operating expenses include interest expense on the outstanding debt and unused commitment fees on undrawn amounts, under our various debt facilities, the payment of a management fee and the payment of an incentive fee to our Investment Adviser, if any, our allocable portion of overhead under our Administration Agreement and other operating costs as detailed below. Our management fee compensates our Investment Adviser for its work in identifying, evaluating, negotiating, consummating and monitoring our investments. We bear all other direct or indirect costs and expenses of our operations and transactions, including:
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Generally, during periods of asset growth, we expect our general and administrative expenses to be relatively stable or to decline as a percentage of total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities would be additive to the expenses described above.
PORTFOLIO AND INVESTMENT ACTIVITY
As of September 30, 2024, our portfolio totaled $1,328.1 million and consisted of $667.9 million or 50% of first lien secured debt, $99.6 million or 8% of U.S. Government Securities, $67.2 million or 5% of second lien secured debt, $181.7 million or 14% of subordinated debt (including $115.9 million or 9% in PSLF) and $311.7 million or 23% of preferred and common equity (including $67.9 million or 5% in PSLF). Our interest bearing debt portfolio consisted of 94% variable-rate investments and 6% fixed-rate investments. As of September 30, 2024, we had two portfolio companies on non-accrual, representing 4.1% and 2.3% percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized appreciation of $11.2 million as of September 30, 2024. Our overall portfolio consisted of 152 companies with an average investment size of $8.1 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 12.3%.
As of September 30, 2023, our portfolio totaled $1,101.7 million and consisted of $527.7 million or 48% of first lien secured debt, $99.8 million or 9% of US Government Securities, $80.4 million or 7% of second lien secured debt, $156.2 million or 14% of subordinated debt (including $102.3 million or 9% in PSLF) and $237.6 million or 22% of preferred and common equity (including $62.1 million or 6% in PSLF). Our interest bearing debt portfolio consisted of 95% variable-rate investments and 5% fixed-rate investments. As of September 30, 2023, we had one portfolio company on non-accrual, representing 1.2% and zero percent of our overall portfolio on a cost and fair value basis, respectively. Overall, the portfolio had net unrealized depreciation of $16.3 million as of September 30, 2023. Our overall portfolio consisted of 129 companies with an average investment size of $7.8 million (excluding U.S. Government Securities), had a weighted average yield on interest bearing debt investments of 13.0%.
For the year ended September 30, 2024, we invested $774.6 million of investments in 41 new and 81 existing portfolio companies with a weighted average yield on debt investments of 11.7 % (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $555.4 million (excluding U.S. Government Securities).
For the year ended September 30, 2023, we invested $275.4 million of investments in 17 new and 69 existing portfolio companies with a weighted average yield on debt investments of 12.0% (excluding U.S. Government Securities). Sales and repayments of investments for the same period totaled $418.6 million (excluding U.S. Government Securities).
As of September 30, 2024, PSLF’s portfolio totaled $1,031.2 million, consisted of 102 companies with an average investment size of $10.1 million and had a weighted average yield interest bearing debt investments of 11.3%. As of September 30, 2024, approximately 100% of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2024, PSLF invested $396.1 million (of which $308.8 million was purchased from the Company) in 20 new and 24 existing portfolio companies with a weighted average yield on debt investments of 11.8%. PSLF’s sales and repayments of investments for the same period totaled $172.9 million.
As of September 30, 2023, PSLF’s portfolio totaled $804.2 million, consisted of 90 companies with an average investment size of $8.9 million and had a weighted average yield on debt investments of 12.1%. As of September 30, 2023, all of the investments held by PSLF were first lien secured debt. For the year ended September 30, 2023, PSLF invested $176.2 million (of which $127.8 million was purchased from the Company) in 21 new and 23 existing portfolio companies with a weighted average yield on debt investments of 11.8%. PSLF’s sales and repayments of investments for the same period totaled $106.6 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions, including the credit worthiness of our portfolio companies. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions. References to ASC serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued. In addition to the discussion below, we describe our critical accounting policies in the notes to our Consolidated Financial Statements.
Investment Valuations
We expect that there may not be readily available market values for many of the investments which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material.
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Our portfolio generally consists of illiquid securities, including debt and equity investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at the bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If our board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 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 reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
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. Generally, most of our investments, and our Truist Credit Facility are classified as Level 3. Our 2026 Notes and 2026 Notes-2 are classified as Level 2, as they are financial instruments with readily observable market inputs. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
On December 3, 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which establishes an updated regulatory framework for determining fair value in good faith for purposes of the 1940 Act. The new rule clarifies how fund boards of directors can satisfy their valuation obligations and requires, among other things, the board of directors to periodically assess material valuation risks and take steps to manage those risks. The rule also permit boards of directors, subject to board oversight and certain other conditions, to designate the fund’s investment adviser to perform fair value determinations. The new rule went into effect on March 8, 2021 and had a compliance date of September 8, 2022. We came into compliance with Rule 2a-5 under the 1940 Act before the compliance date. While our board of directors has not elected to designate the Investment Adviser as the valuation designee at this time, we have adopted certain revisions to our valuation policies and procedures in order comply with the applicable requirements of Rule 2a-5 under the 1940 Act.
48
In addition to using the above inputs to value cash equivalents, investments, our 2026 Notes, 2026-2 Notes and our Truist Credit Facility valuations, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value.
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to our Truist Credit Facility. We elected to use the fair value option for the Truist Credit Facility to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of zero, zero, and $5.1 million relating to amendment costs on the Truist Credit Facility during the years ended September 30, 2024, 2023 and 2022, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value. ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets, and Liabilities and changes in fair value of the Truist Credit Facility are reported in our Consolidated Statements of Operations. We elect not to apply ASC 825-10 to any other financial assets or liabilities, 2026 Notes, and 2026 Notes-2.
For the years ended September 30, 2024, 2023, and 2022 the Truist Credit Facility had a net change in unrealized appreciation (depreciation) of $(4.4) million, $(3.8) million and $7.5 million, respectively. As of September 30, 2024 and 2023, the net unrealized depreciation on our Truist Credit Facility totaled $1.1 million and $5.5 million. We use a nationally recognized independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that the board of directors uses to value our investments.
Revenue Recognition
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
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, using the specific identification method, 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 fair values of our portfolio investments, and our Truist Credit Facility, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments and liabilities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and liabilities.
Payment-in-Kind, or, PIK Interest
We have investments in our portfolio which contain a PIK interest provision. PIK interest is added to the principal balance of the investment and is recorded as income. In order for us to maintain our ability to be subject to tax as a RIC, substantially all of this income must be paid out to stockholders in the form of dividends for U.S. federal income tax purposes, even though we may not have collected any cash with respect to interest on PIK securities.
Federal Income Taxes
We have elected to be treated, and intend to qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible U.S. federal excise tax imposed on RICs, we must distribute dividends for federal income tax purposes to our stockholders in respect of each calendar year an amount at least equal to the sum of (1) 98% of our net ordinary income (subject to certain deferrals and elections) for the calendar year, (2) 98.2% of the excess, if any, of our capital gains over our capital losses, or capital gain net income (adjusted for certain ordinary losses) for the one-year period ending on October 31 of the calendar year plus (3) the sum of any net ordinary income plus capital gain net income for preceding years that was realized but not distributed during such years and on which we did not incur any U.S. federal income tax, or the Excise Tax Avoidance Requirement. In addition, although we may distribute realized 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 in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, contingent on maintaining our ability to be subject to tax as a RIC, in order to provide us with additional liquidity.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations may differ from net investment income and net realized gain recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their appropriate tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
49
For the years ended September 30, 2024, 2023 and 2022, we recorded a provision for taxes on net investment income of $2.6 million, $4.3 million and $0.8 million, respectively, pertaining to federal excise tax.
On November 22, 2021, we formed PNNT Investment Holdings II, LLC, a Delaware limited liability company (“Holdings II”), as a wholly owned subsidiary. On December 31, 2022, we contributed 100% of our interests in PNNT Investment Holdings, LLC (“Holdings”) to Holdings II . Effective as of January 1, 2024, Holdings II made an election to be treated as a corporation for U.S. federal income tax purposes. On January 3, 2024, we purchased an equity interest in Holdings from Holdings II and Holdings became a partnership for U.S. federal income tax purposes. The Company and Holdings II entered into a limited liability company agreement with respect to Holdings that provides for certain payments and the sharing of income, gain, loss and deductions attributable to Holdings’ investments.
For the years ended September 30, 2024, 2023 and 2022 the Company recognized a provision for taxes of $(0.2) million, $5.0 million, and $6.2 million respectively, on net realized gain on investments by the Taxable Subsidiary. For the years ended September 30, 2024, 2023, and 2022 the Company recognized a provision for taxes of $(0.7) million, $1.6 million and $(0.9) million, respectively, on net unrealized gain (loss) on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which were realized and unrealized during the fiscal year and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains.
During the year ended September 30, 2024, 2023 and 2022 the Company paid zero, zero, and $4.0 million respectively, in federal taxes on realized gains on the sale of investments held by the Taxable Subsidiary. The state and local tax liability of zero as of September 30, 2024 is included under accrued other expenses in the consolidated statement of assets and liabilities.
The Taxable Subsidiary, which is subject to tax as a corporation, allows us to hold equity securities of certain portfolio companies treated as pass-through entities for U.S. federal income tax purposes while facilitating our ability to qualify as a RIC under the Code.
RESULTS OF OPERATIONS
Set forth below are the results of operations for the years ended September 30, 2024 and 2023. For information regarding results of operations for the year ended September 30, 2022, see the Company's Form 10-K for the fiscal year ended September 30, 2023, as filed with the SEC on December 8, 2023.
Investment Income
Investment income for the year ended September 30, 2024 was $143.8 million and was attributable to $104.8 million from first lien secured debt, $9.8 million from second lien secured debt and $3.0 million from subordinated debt and $26.2 from other investments. The decrease in investment income compared to the same periods in the prior year was primarily due to a decrease in dividend income.
Investment income for the year ended September 30, 2023 was $145.4 million and was attributable to $97.2 million from first lien secured debt, $13.8 million from second lien secured debt and $4.7 million from subordinated debt and $29.7 million from preferred and common equity.
Net expenses for the year ended September 30, 2024 totaled $83.7 million. Base management fee for the same period totaled $16.7 million, incentive fee totaled $12.7 million, debt related interest and other financing expenses totaled $45.2 million and general and administrative expenses totaled $6.6 million and provision for taxes and totaled $2.6 million. The increase in expenses over the prior year was primarily due to an increase in debt related interest and expenses.
Net expenses for the year ended September 30, 2023 totaled $79.8 million. Base management fee for the same period totaled $16.5 million, incentive fee totaled $13.9 million, debt related interest and other financing expenses totaled $39.4 million and general and administrative expenses totaled $5.7 million and provision for taxes totaled $4.3 million.
Net Investment Income
For the years ended September 30, 2024 and 2023 net investment income totaled $60.1 million, or $0.92 per share, and $65.5 million, or $1.00 per share, respectively. The decrease in net investment income per share compared to the prior year was primarily due to an increase in debt-related interest expenses and decrease in dividend income.
Net Realized Gains or Losses
For the years ended September 30, 2024 and 2023 net realized gain (loss) totaled $(33.6) million and $(156.8) million, respectively. The change in realized gains/losses was primarily due to changes in market conditions of our investments and the values at which they were realized and the fluctuations in the market and in the economy, as discussed above under “Forward-Looking Statements".
Unrealized Appreciation or Depreciation on Investments and Debt
For the years ended September 30, 2024 and 2023, we reported net change unrealized appreciation (depreciation) on investments of $26.8 million and $61.2 million, respectively. As of September 30, 2024 and 2023, our net unrealized appreciation (depreciation) on investments totaled $11.2 million and $(16.3) million, respectively. The net change in unrealized appreciation/depreciation on our investments for the year ended September 30, 2024 compared to the prior year was primarily due to changes in the capital market conditions of our investments and the values at which they were realized and the fluctuation in the market and in the economy, as discussed above under the “Forward-Looking Statements” section above.
For the years ended September 30, 2024 and 2023, we reported a net unrealized appreciation (depreciation) in our Truist Credit Facility of $(4.4) million and $(3.8) million, respectively. As of September 30, 2024 and 2023, our net unrealized (appreciation) depreciation on our Truist Credit Facility totaled $1.1 million and $5.5 million, respectively. The net change in unrealized depreciation for the year ended September 30, 2024 compared to the prior year was primarily due to changes in the capital markets, as further discussed above under “Forward-Looking Statements”.
Net Change in Net Assets Resulting From Operations
Net change in net assets resulting from operations totaled $48.9 million, or $0.75 per share, and $(33.8) million, or $(0.52) per share, for the years ended September 30, 2024 and 2023, respectively. The increase in net assets from operations for the year ended September 30, 2024 compared to the prior year was primarily due to larger depreciation of the portfolioin the prior year primarily driven by changes in market conditions, as discussed above under “Forward-Looking Statements”.
50
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity and capital resources are derived primarily from proceeds of securities offerings, debt capital and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of interest expense, fees and other operating expenses we incur. We have used, and expect to continue to use, our debt capital, proceeds from the rotation of our portfolio and proceeds from public and private offerings of securities to finance our investment objectives. As of September 30, 2024, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with a 150% asset coverage ratio requirement after such borrowing, excluding SBA debentures pursuant to exemptive relief from the SEC received in June 2011. This “Liquidity and Capital Resources” section should be read in conjunction with the “Forward-Looking Statements” section above.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure requirements.
As of September 30, 2024 and 2023, our asset coverage ratio, as computed in accordance with the 1940 Act, was 164% and 195%, respectively.
The annualized weighted average cost of debt for the years ended September 30, 2024 and 2023, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility, was 6.5% and 6.0%, respectively.
As of September 30, 2024, we had the multi-currency Truist Credit Facility for up to $475.0 million, which may be further increased up to $750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 2024 and 2023, we had $461.5 million and $212.4 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 7.2% and 7.7%, respectively, exclusive of the fee on undrawn commitments, as of September 30, 2024 and 2023. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 and pricing set at 235 basis points over SOFR. As of September 30, 2024 and 2023, we had $13.5 million and $262.6 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets. As of September 30, 2024, we were in compliance with the terms of the Truist Credit Facility.
As of September 30, 2024, we had $150.0 million in aggregate principal amount of 2026 Notes outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026, and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
As of September 30, 2024, we had $165.0 million in aggregate principal amount of 2026 Notes-2 outstanding. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1, at a rate of 4.0% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026,and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are direct unsecured obligations and rank pari passu in right of payment with future unsecured unsubordinated indebtedness. The 2026 Notes-2 are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities.
We may raise additional equity or debt capital through both registered offerings off our shelf registration statement and private offerings of securities, by securitizing a portion of our investments, among other sources. Any future additional debt capital we incur, to the extent it is available, may be issued at a higher cost and on less favorable terms and conditions than the Truist Credit Facility, 2026 Notes, and 2026 Notes-2. Furthermore, the Truist Credit Facility availability depends on various covenants and restrictions. The primary use of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our stockholders or for other general corporate or strategic purposes such as stock repurchase program.
We have entered into certain contracts under which we have material future commitments. Under our Investment Management Agreement, which was reapproved by our board of directors (including a majority of our directors who are not interested persons of us or the Investment Adviser) in May 2024 PennantPark Investment Advisers serves as our investment adviser. Payments under our Investment Management Agreement in each reporting period are equal to (1) a management fee equal to a percentage of the value of our average adjusted gross assets and (2) an incentive fee based on our performance.
Under our Administration Agreement, which was most recently reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in May 2024, the administrative services necessary to conduct our day-to-day operations. If requested to provide significant managerial assistance to our portfolio companies, we or the Administrator will be paid an additional amount based on the services provided. Payment under our Administration Agreement is based upon our allocable portion of the Administrator’s overhead in performing its obligations under our Administration Agreement, including rent and our allocable portion of the costs of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs.
If any of our contractual obligations discussed above are terminated, our costs under new agreements that we enter into may increase. In addition, we will likely incur significant time and expense in locating alternative parties to provide the services we expect to receive under our Investment Management Agreement and our Administration Agreement. Any new investment management agreement would also be subject to approval by our stockholders.
As of September 30, 2024 and 2023, we had cash and cash equivalents of $49.9 million and $38.8 million, respectively, available for investing and general corporate purposes. We believe our liquidity and capital resources are sufficient to allow us to effectively operate our business.
Our operating activities used cash of $(172.4) million for the year ended September 30, 2024, and our financing activities provided cash of $183.4 million for the same period. Our operating activities used cash primarily for our investment activities and our financing activities provided cash primarily from borrowings under our Truist Credit Facility.
Our operating activities provided cash of $222.9 million for the year ended September 30, 2023, and our financing activities used cash of $239.2 million for the same period. Our operating activities provided cash primarily from our investment activities and our financing activities used cash primarily from net repayments under our Truist Credit Facility.
For more information regarding our borrowing arrangements, see “Business—Leverage” above.
51
Information about our senior securities is shown in the following table as of September 30, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, and 2015. The report of RSM US LLP, an independent registered public accounting firm, on the Senior Securities table as of September 30, 2024, is attached as an exhibit to this Report.
Class and Year
Total Amount Outstanding (1)
Asset Coverage Per Unit (2), (3)
Average Market Value Per Unit
Truist Credit Facility
Fiscal 2024
461,456
1,637
N/A
Fiscal 2023
212,420
1,952
Fiscal 2022
385,920
1,855
Fiscal 2021
316,545
2,208
Fiscal 2020
388,252
2,078
Fiscal 2019
301,636
2,066
Fiscal 2018
80,520
2,919
Fiscal 2017
79,393
2,998
Fiscal 2016
50,340
2,794
Fiscal 2015
136,864
2,586
BNP Credit Facility
171,000
2019 Notes
250,000
2024 Notes
86,250
25.14
(4)
23.47
75,000
24.87
2025 Notes
71,250
24.68
25.13
2026 Notes
150,000
2026-2 Notes
165,000
52
In July 2020, we and Pantheon formed PSLF, an unconsolidated joint venture. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. As of September 30, 2024 and 2023 PSLF had total assets of $1,073.4 million and $872.8 million, respectively. PSLF’s portfolio consisted of debt investments in 102 and 90 portfolio companies as of September 30, 2024 and 2023, respectively. As of September 30, 2024, we and Pantheon had remaining commitments to fund first lien secured debt of $32.6 million and $46.5 million, respectively, and equity interests of $19.9 million and $28.5 million, respectively, in PSLF. As of September 30, 2023, we and Pantheon had remaining commitments to fund first lien secured debt of $13.6 million and $8.9 million, respectively, and equity interest of $8.8 million and $5.7 million respectively. As of September 30, 2024, at fair value, the largest investment in a single portfolio company in PSLF was $25.1 million and the five largest investments totaled $109.9 million. As of September 30, 2023 at fair value, the largest investment in a single portfolio company in PSLF was $19.7 million and the five largest investments totaled $97.5 million. PSLF invests in portfolio companies in the same industries in which we may directly invest.
We provide capital to PSLF in the form of subordinated notes and equity interests. As of September 30, 2024 and 2023, we and Pantheon owned 60.5% and 39.5%, respectively, of each of the outstanding subordinated notes and equity interests of PSLF. As of September 30, 2024 and 2023, our investment in PSLF consisted of subordinated notes of $115.9 million and $102.3 million, respectively, and equity interests of $67.4 million and $58.6 million, respectively.
We and Pantheon each appointed two members to PSLF’s four-person Member Designees’ Committee, or the Member Designees’ Committee. All material decisions with respect to PSLF, including those involving its investment portfolio, require unanimous approval of quorum of the Member Designees’ Committee. Quorum is defined as (i) the presence of two members of the Member Designees’ Committee; provided that at least one individual is present that was elected, designated or appointed by each of us and Pantheon; (ii) the presence of three members of the Member Designees’ Committee, provided that the individual that was elected, designated or appointed by each of us or Pantheon, as the case may be, with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the Member Designees’ Committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each of us and Pantheon.
Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $400 million (increased from $325.0 million in August 2024) senior secured revolving credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 260 basis points during the investment period, or the PSLF Credit Facility, with BNP Paribas, subject to leverage and borrowing base restrictions.
In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC. of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC transferred to a wholly owned subsidiary of PSLF 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC. As of September 30, 2024 and 2023, there was $246.0 million of external 2034 Asset-Backed Debt.
On July 26, 2023, CLO VII completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. As of September 30, 2024 and September 2023, there was $246.0 million of external 2035 Asset-Backed Debt.
Below is a summary of PSLF’s portfolio at fair value ($ in thousands):
($ in thousands)
September 30, 2024
September 30, 2023
1,031,225
804,187
Weighted average cost yield on income producing investments
11.3
12.1
Number of portfolio companies in PSLF
102
90
Largest portfolio company investment at fair value
25,073
19,737
Total of five largest portfolio company investments at fair value
109,927
97,526
53
Below is a listing of PSLF’s individual investments as of September 30, 2024 ($ in thousands):
Issuer Name 3,4
Maturity
Current Coupon
Basis PointSpread AboveIndex 1
Par / Shares
Cost
Fair Value 2
First Lien Secured Debt - 916.4%
A1 Garage Merger Sub, LLC
12/22/28
Personal, Food and Miscellaneous Services
10.95
SOFR+610
14,738
14,504
ACP Avenu Buyer, LLC
10/02/29
10.57
SOFR+525
7,667
7,526
7,418
ACP Falcon Buyer, Inc.
08/01/29
10.83
SOFR+550
15,351
15,067
15,412
Ad.net Acquisition, LLC
05/07/26
11.28
SOFR+626
4,838
Aeronix, Inc. - Term Loan
12/18/28
9.85
14,888
14,700
AFC - Dell Holding Corp.
04/09/27
10.49
7,131
7,059
Alpine Acquisition Corp II
11/30/26
Containers, Packaging and Glass
11.30
14,687
14,459
14,100
Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)
06/10/25
10.75
SOFR+650
13,813
13,769
13,675
Anteriad Holdings Inc (fka MeritDirect)
06/30/26
10.50
SOFR+590
14,714
14,638
Applied Technical Services, LLC
12/29/26
14,522
14,389
14,304
Arcfield Acquisition Corp.
08/03/29
11.56
SOFR+625
21,574
21,270
21,466
Beacon Behavioral Support Services, LLC
06/21/29
9.92
14,963
14,750
Beta Plus Technologies, Inc.
07/01/29
10.35
SOFR+575
14,486
14,259
Big Top Holdings, LLC
02/28/30
Manufacturing / Basic Industries
11.18
6,965
6,852
Bioderm, Inc.
01/31/28
11.84
8,887
8,795
8,776
Blackhawk Industrial Distribution, Inc.
09/17/26
10.92
SOFR+640
20,504
20,245
20,152
BlueHalo Global Holdings, LLC
10/31/25
10.70
SOFR+600
13,292
13,218
13,026
Broder Bros., Co.
12/04/25
Personal and Non-Durable Consumer Products
10.97
SOFR+611
9,374
Burgess Point Purchaser Corporation
07/25/29
10.20
SOFR+535
4,874
4,625
4,585
Carisk Buyer, Inc.
11/30/29
5,473
5,400
5,390
Carnegie Dartlet, LLC
02/07/30
Education
9,950
9,810
9,801
06/14/28
17,106
16,879
CF512, Inc.
08/20/26
SOFR+619
2,891
2,876
2,848
Connatix Buyer, Inc.
07/13/27
10.53
SOFR+561
8,716
8,702
Crane 1 Services, Inc.
08/16/27
10.71
SOFR+586
2,549
2,529
2,530
Dr. Squatch, LLC
08/31/27
9.95
22,993
22,842
DRI Holding Inc.
12/21/28
5,830
5,423
5,626
DRS Holdings III, Inc.
11/03/25
11.20
SOFR+635
13,777
13,760
13,667
Dynata, LLC - First Out Term Loan
07/15/28
10.38
SOFR+526
1,588
1,476
1,586
Dynata, LLC - Last Out Term Loan
10/15/28
10.88
SOFR+576
9,768
8,993
EDS Buyer, LLC
01/10/29
11,144
11,013
10,977
ETE Intermediate II, LLC
05/29/29
12,249
12,049
Eval Home Health Solutions Intermediate, LLC
05/10/30
10.85
7,396
7,293
7,322
03/15/27
9,651
9,556
9,603
Fairbanks Morse Defense
06/17/28
9.74
SOFR+450
3,491
3,417
3,495
Five Star Buyer, Inc.
02/23/28
Hotels, Motels, Inns and Gaming
12.21
SOFR+710
4,241
4,175
Global Holdings InterCo LLC
03/16/26
Banking, Finance, Insurance & Real Estate
11.43
SOFR+615
6,952
6,940
6,605
Graffiti Buyer, Inc.
08/10/27
10.45
SOFR+560
3,118
3,081
3,087
Hancock Roofing and Construction L.L.C.
12/31/26
Insurance
6,146
6,023
HEC Purchaser Corp.
06/17/29
9.75
7,980
7,887
7,924
Hills Distribution, Inc
11/08/29
11.11
14,292
14,106
14,149
HV Watterson Holdings, LLC
12/17/26
12.00% (PIK 4.0%)
15,144
15,019
13,887
HW Holdco, LLC
05/10/26
11.04
18,355
18,296
IG Investments Holdings, LLC
09/22/28
11.35
4,383
4,322
4,339
Imagine Acquisitionco, LLC
11/15/27
SOFR+510
5,509
5,440
5,481
Infinity Home Services Holdco, Inc.
12/28/28
11.49
SOFR+685
13,890
13,730
14,029
Infolinks Media Buyco, LLC
11/01/26
10.10
12,286
12,214
12,194
Inventus Power, Inc.
06/30/25
12.46
SOFR+761
13,101
12,980
12,905
Kinetic Purchaser, LLC
11/10/27
13,701
13,520
LAV Gear Holdings, Inc.
Leisure, Amusement, Motion Pictures, Entertainment
11.66
4,613
4,601
4,530
Lash OpCo, LLC
02/18/27
12.94% (PIK 5.10%)
SOFR+785
20,447
20,338
20,243
Lightspeed Buyer Inc.
02/03/26
14,267
14,170
LJ Avalon Holdings, LLC
01/31/30
10.48
6,255
6,151
MAG DS Corp.
04/01/27
8,266
7,890
7,770
Magenta Buyer, LLC -First out
07/31/28
Software
12.13
SOFR+701
450
425
Magenta Buyer, LLC -Second out
12.38
SOFR+801
569
390
Magenta Buyer, LLC -Third out
11.63
SOFR+726
2,109
617
MBS Holdings, Inc.
04/16/27
10.67
SOFR+585
8,330
8,256
8,338
Meadowlark Acquirer, LLC
12/10/27
2,923
2,884
2,850
Medina Health, LLC
10/20/28
14,912
14,765
Megawatt Acquisitionco, Inc.
03/01/30
7,960
7,851
7,514
MOREgroup Holdings, LLC
01/16/30
12,450
12,303
12,263
Municipal Emergency Services, Inc.
10/01/27
9.77
SOFR+515
5,912
5,822
NBH Group LLC
08/19/26
11.19
7,353
7,311
7,133
NORA Acquisition, LLC
08/31/29
14,850
14,597
Omnia Exterior Solutions, LLC
12/29/29
Diversified Conglomerate Service
10.01
9,650
9,622
One Stop Mailing, LLC
05/07/27
Transportation
SOFR+636
8,380
Owl Acquisition, LLC
02/04/28
3,893
3,811
3,825
Ox Two, LLC (New Issue)
05/18/26
11.12
SOFR+651
9,340
9,307
Pacific Purchaser, LLC
10/02/28
11.51
12,903
12,682
12,877
54
PCS Midco, Inc.
10.81
5,812
5,735
PL Acquisitionco, LLC
11/09/27
Retail
11.99% (PIK 3.5%)
SOFR+725
8,193
8,100
6,554
Quantic Electronics, LLC
11/19/26
3,280
3,245
3,263
RTIC Subsidiary Holdings, LLC
05/03/29
19,950
19,673
19,551
Radius Aerospace, Inc.
03/31/25
12,565
12,543
12,313
Rancho Health MSO, Inc.
12/18/25
5,530
Reception Purchaser, LLC
04/28/28
25.00
4,937
4,888
3,703
Recteq, LLC
01/29/26
11.75
SOFR+715
9,592
9,554
Riverpoint Medical, LLC
06/21/25
3,932
3,919
3,936
Rural Sourcing Holdings, Inc. (HPA SPQ Merger Sub, Inc.)
06/16/29
Professional Services
10.74
4,336
4,268
4,282
S101 Holdings Inc.
Electronics
11.48
6,467
6,387
6,402
Sales Benchmark Index LLC
01/03/25
10.80
SOFR+620
6,676
6,668
Sargent & Greenleaf Inc.
12/20/24
12.45% (PIK 1.00%)
SOFR+760
4,634
Seaway Buyer, LLC
06/13/29
14,510
14,186
12/18/27
11.50
SOFR+690
14,621
14,465
14,475
Simplicity Financial Marketing Group Holdings, Inc
12/02/26
11.38
11,359
11,207
11,472
Skopima Consilio Parent, LLC
05/17/28
9.46
SOFR+461
1,290
1,269
1,289
Smartronix, LLC
11/23/28
25,078
24,798
Solutionreach, Inc.
07/17/25
Communications
12.40
9,239
9,216
SpendMend Holdings, LLC
03/01/28
10.26
SOFR+565
9,510
9,302
Summit Behavioral Healthcare, LLC
11/24/28
9.31
SOFR+425
3,554
3,398
3,305
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)
SOFR+500
15,803
15,600
15,772
TCG 3.0 Jogger Acquisitionco, Inc.
01/23/29
11.10
9,800
9,851
TPC US Parent, LLC
11/24/25
Food
10.98
11,392
11,330
TWS Acquisition Corporation
06/06/25
11.33
1,568
1,567
Team Services Group, LLC
9,661
9,462
9,537
Teneo Holdings LLC
03/13/31
9.60
SOFR+475
2,985
2,955
2,994
The Bluebird Group LLC
07/27/26
11.25
SOFR+665
14,445
14,404
The Vertex Companies, LLC
10.99
7,611
7,536
Transgo, LLC
12/29/28
10.60
14,479
14,282
Tyto Athene, LLC
04/03/28
10.23
SOFR+490
11,393
11,306
11,165
Urology Management Holdings, Inc.
06/15/26
11.46
10,928
10,836
10,819
Watchtower Buyer, LLC
12/01/29
13,942
13,803
Wildcat Buyerco, Inc.
02/27/27
19,256
19,126
Zips Car Wash, LLC
12/31/24
12.46% (PIK 1.5%)
SOFR+740
19,687
19,648
18,801
Total First Lien Secured Debt
1,033,954
1,028,874
Equity Security - 2.1%
Dynata, LLC - Common Equity
134
2,351
Total Investments - 918.5%
1,036,305
Cash and Cash Equivalents - 32.6%
BlackRock Federal FD Institutional 30
36,595
Total Cash and Cash Equivalents
Total Investments and Cash Equivalents - 951.1%
1,072,900
1,067,820
Liabilities in Excess of Other Assets — (851.1)%
(955,549
)
Members' Equity—100.0%
112,271
55
Below is a listing of PSLF’s individual investments as of:September 30, 2023 ($ in thousands):
Issuer Name 4,5
Par
First Lien Secured Debt - 783.7%
12/22/2028
SOFR+660
14,925
14,668
5/7/2026
11.65
4,863
11/30/2026
11.26
14,837
14,528
14,244
6/10/2025
11.79
13,958
13,869
13,749
Anteriad, LLC (f/k/a MeritDirect, LLC)
5/23/2024
12.04
14,354
14,319
14,103
Any Hour Services
7/21/2027
11.22
10,882
10,847
10,665
Apex Service Partners, LLC
7/31/2025
10.52
6,424
6,380
6,408
Apex Service Partners, LLC Term Loan B
3,316
3,299
3,308
Apex Service Partners, LLC - Term Loan C
10.76
7,531
7,512
12/29/2026
11,394
11,271
11,166
Applied Technical Services, LLC - Unfunded Term Loan (3)
513
(5
8/3/2029
11.62
11,820
11,642
11,702
7/1/2029
11.14
14,604
13,811
1/31/2028
11.83
8,978
8,874
8,933
9/17/2024
17,823
17,588
17,556
12/4/2025
9,683
9/26/2029
SOFR+532
893
836
841
6/14/2028
11.39
17,281
17,013
8/20/2026
11.60
2,921
2,901
2,862
7/13/2027
11.16
8,808
8,792
8,500
8/16/2027
10.90
SOFR+551
2,575
2,550
2,562
8/31/2027
11.24
10,834
12/21/2028
4,382
3,959
3,993
11/3/2025
11.77
14,395
14,345
14,222
Duraco Specialty Tapes LLC
6/30/2024
11.93
8,635
8,561
8,505
1/10/2029
11.64
6,219
6,148
6,125
Electro Rent Corporation
1/17/2024
10.93
3,712
3,665
3,632
5/29/2029
11.89
12,404
12,171
12,193
3/15/2027
11.17
9,750
9,637
9,555
6/17/2028
10.40
1,518
1,470
1,506
2/23/2028
12.43
4,373
4,291
4,307
3/16/2026
11.96
7,027
7,008
8/10/2027
1,954
1,925
1,935
12/31/2026
6,423
6,262
Holdco Sands Intermediate, LLC
11/23/2028
11.32
19,717
19,388
12/17/2026
15,140
14,974
15,110
12/10/2024
11.70
14,250
14,171
14,036
9/22/2028
11.45
4,428
4,355
4,362
11/15/2027
10.72
5,565
5,482
Inception Fertility Ventures, LLC
12/31/2024
12.50
19,410
12/28/2028
12.24
11,053
10,867
11/1/2026
6,364
Integrity Marketing Acquisition, LLC
8/27/2026
11.57
19,701
19,639
19,504
K2 Pure Solutions NoCal, L.P.
12/20/2023
13.42
SOFR+810
12,061
12,040
11/10/2027
11.54
16,920
16,641
16,666
10/31/2024
4,658
4,631
4,603
2/18/2027
SOFR+700
19,723
19,565
19,526
2/3/2026
12,218
12,056
12,096
1/31/2030
6,318
6,206
6,192
4/1/2027
SOFR+549
7,601
7,153
7,202
Magenta Buyer, LLC
7/31/2028
10.63
3,785
3,550
2,805
Mars Acquisition Holdings Corp.
5/14/2026
10,885
10,811
10,776
4/16/2027
7,859
7,780
7,749
12/10/2027
10.58
2,958
2,911
10/1/2027
5,975
5,860
5,843
8/19/2026
7,429
7,369
7,280
Neptune Flood Incorporated
5/9/2029
11.97
8,020
7,910
5/7/2027
11.68
8,470
8,311
2/4/2028
3,794
3,834
5/18/2026
12.90
4,378
4,343
4,301
56
Pequod Merger Sub, Inc.
12/2/2026
11,474
11,267
11,244
11/9/2027
12.42
7,930
7,818
7,137
PlayPower, Inc.
5/8/2026
2,551
2,481
2,436
11/19/2026
11.74
3,314
3,267
3,264
3/31/2025
11.29
12,703
12,641
12,576
12/18/2025
5,603
4/28/2028
5,000
4,800
1/29/2026
12.54
9,655
9,458
Research Now Group, LLC and Dynata, LLC
12/20/2024
11.13
14,332
12,591
6/20/2025
10.54
3,176
3,162
3,131
Riverside Assessments, LLC
3/10/2025
10,895
10,786
6/16/2029
11.52
3,749
3,678
3,692
1/3/2025
11.59
6,859
6,815
6,825
12.92
SOFR+750
4,872
4,823
6/13/2029
SOFR+605
14,633
14,405
Signature Systems Holding Company
5/3/2024
11,201
11,173
5/17/2028
9.93
1,300
1,274
1,272
7/17/2025
12.37
9,206
9,202
3/1/2028
9,607
9,352
9,396
STV Group Incorporated
12/11/2026
12,099
12,045
11,857
11/24/2028
10.43
3,572
3,389
3,559
15,966
15,695
15,790
2,688
2,584
2,627
7/18/2025
2,936
2,927
2,931
The Aegis Technologies Group, LLC
10/31/2025
11,095
11,008
10,929
7/27/2026
12.79
7,855
7,872
7,823
7,690
7,596
7,628
TPC Canada Parent, Inc. and TPC US Parent, LLC
11/24/2025
10.68
5,479
5,378
6/6/2025
11.80
7,177
7,161
4/3/2028
11,285
10,391
6/15/2026
3,860
3,792
3,780
2/27/2026
11,386
11,323
11,272
3/1/2024
12.67
SOFR+735
19,682
19,581
19,042
810,737
Total Investments - 783.7%
Cash and Cash Equivalents - 57.6%
59,096
Total Investments and Cash Equivalents - 841.3%
869,833
863,283
Liabilities in Excess of Other Assets — (741.3)%
(760,665
102,618
57
Below are the consolidated statements of assets and liabilities for PSLF ($ in thousands):
Assets
Investments at fair value (amortized cost—$1,036,305 and $810,737, respectively)
Cash and cash equivalents (cost—$36,595 and $59,096, respectively)
Interest receivable
5,089
5,248
Prepaid expenses and other assets
372
936
Due from affiliate
71
3,296
Total assets
1,073,352
872,763
Liabilities
2034 Asset-backed debt, net (par—$246,000)
244,672
244,284
2035 Asset-backed debt, net (par—$246,000)
244,118
243,727
Notes payable to members
191,546
169,131
Credit facility payable
247,600
88,600
Interest payable on credit facility and asset backed debt
12,525
10,421
Distribution payable to members
8,000
7,250
Payable for investments purchased
7,314
2,002
Interest payable on notes to members
4,372
3,895
Accounts payable and accrued expenses
934
835
Total liabilities
961,081
770,145
Commitments and contingencies
Members' equity
Total liabilities and members' equity
* As of September 30, 2024 and 2023, PSLF had zero and $0.5 million and zero million unfunded commitments to fund investments, respectively.
Below are the consolidated statements of operations for PSLF ($ in thousands):
Year Ended September 30,
2024
2023
Investment income:
Interest
114,231
88,280
Other income
1,023
1,410
Total investment income
115,254
89,690
Expenses:
Interest expense on credit facility and asset-backed debt
54,405
37,977
Interest expense on notes to members
24,861
20,858
Administration fees
2,423
2,027
General and administrative expenses
1,360
1,090
Total expenses
83,049
61,952
Net investment income
32,205
27,738
Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments
(2,838
(498
Net change in unrealized appreciation (depreciation) on investments
1,462
1,575
Net realized and unrealized gain (loss) on investments
(1,376
1,077
Net increase (decrease) in members' equity resulting from operations
30,829
28,815
* No management or incentive fees are payable by PSLF.
In order to be treated as a RIC for federal income tax purposes and to not be subject to corporate-level tax on undistributed income or gains, we are required, under Subchapter M of the Code, to annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of our investment company taxable income, determined without regard to any deduction for dividends paid.
Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4% nondeductible federal excise tax imposed on RICs, we must distribute dividends for U.S. federal income tax purposes to our stockholders in respect of each calendar year an amount at least equal to the Excise Tax Avoidance Requirement. In addition, although we may distribute realized 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 in the manner described above, we have retained and may continue to retain such net capital gains or investment company taxable income, contingent on our ability to be subject to tax as a RIC, in order to provide us with additional liquidity.
During the years ended September 30, 2024 and 2023, we declared distributions of $0.88 per share and $0.76 per share, respectively, for total distributions of $57.4 million and $49.6 million. We monitor available net income to determine if a return of capital for tax purposes may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, stockholders will be notified of the portion of those distributions deemed to be a tax return of capital. Tax characteristics of all distributions will be reported to stockholders subject to information reporting on Form 1099-DIV after the end of each calendar year and in our periodic reports filed with the SEC.
We intend to make monthly distributions to our stockholders. Our monthly distributions, if any, are determined by our board of directors.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.
58
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage ratio for borrowings applicable to us as a BDC under the 1940 Act and/or due to provisions in future credit facilities. If we do not distribute at least a certain percentage of our income annually, we could suffer adverse tax consequences, including possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions at a particular level.
Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The FASB approved an (optional) two year extension to December 31, 2024, for transitioning away from LIBOR. The Company has adopted the ASU 2020-04, the effect of which was not material to the consolidated financial statements and the notes thereto.
In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company has adopted the new accounting standard implementing appropriate controls and procedures, the effect of which was not material to the consolidated financial statements and the notes thereto.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
In December 2023, the FASB issued ASU 2023 - 09 "Improvements to Income Tax Disclosures" ("ASU 2023 - 09"). ASU 2023 - 09 intends to improve the transparency of income tax disclosures. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. We are currently assessing the impact of this guidance, however, we do not expect a material impact to our financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. As of September 30, 2024, our debt portfolio consisted of 94% variable-rate investments and 6% fixed-rate investments. The variable-rate loans are usually based on a SOFR (or an alternative risk-free floating interest rate index) rate and typically have durations of three months after which they reset to current market interest rates. Variable-rate investments subject to a floor generally reset by reference to the current market index after one to nine months only if the index exceeds the floor. In regards to variable-rate instruments with a floor, we do not benefit from increases in interest rates until such rates exceed the floor and thereafter benefit from market rates above any such floor. In contrast, our cost of funds, to the extent it is not fixed, will fluctuate with changes in interest rates since it has no floor.
Assuming that the most recent Consolidated Statements of Assets and Liabilities was to remain constant, and no actions were taken to alter the interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates:
Change in Interest Rates
Change in Interest Income, Net of Interest Expense (in thousands)
Change in Interest Income, Net of Interest Expense Per Share
Down 1%
(4,178
(0.06
Up 1%
4,178
0.06
Up 2%
8,357
0.13
Up 3%
12,535
Up 4%
16,728
0.26
Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets on the Consolidated Statements of Assets and Liabilities and other business developments that could affect net increase in net assets resulting from operations, or net investment income. Accordingly, no assurances can be given that actual results would not differ materially from those shown above.
Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds as well as our level of leverage. 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 or net assets.
We may hedge against interest rate and foreign currency fluctuations by using standard hedging instruments such as futures, options and forward contracts or our Truist Credit Facility subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates and foreign currencies, they may also limit our ability to participate in benefits of lower interest rates or higher exchange rates with respect to our portfolio of investments with fixed interest rates or investments denominated in foreign currencies. During the periods covered by this Report, we did not engage in interest rate hedging activities or foreign currency derivatives hedging activities.
Item 8. Consolidated Financial Statements and Supplementary Data
Page
Management’s Report on Internal Control over Financial Reporting
61
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
62
Report of Independent Registered Public Accounting Firm (PCAOB ID - 49)
63
Consolidated Statements of Assets and Liabilities as of September 30, 2024 and 2023
65
Consolidated Statements of Operations for the years ended September 30, 2024, 2023 and 2022
66
Consolidated Statements of Changes in Net Assets for the years ended September 30, 2024, 2023 and 2022
67
Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022
68
Consolidated Schedules of Investments as of September 30, 2024 and 2023
69
Notes to the Consolidated Financial Statements
84
Management’s Report on Internal Control Over Financial Reporting
The management of PennantPark Investment Corporation (except where the context suggests otherwise, the terms “we,” “us,” “our” and “PennantPark Investment” refer to PennantPark Investment Corporation and its Subsidiaries) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), and for performing an assessment of the effectiveness of internal control over financial reporting as of September 30, 2024. Our internal control system is a process designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements.
PennantPark Investment’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Our policies and procedures also provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and the directors of PennantPark Investment, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of PennantPark Investment’s internal control over financial reporting as of September 30, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 Internal Control—Integrated Framework. Based on such assessment management has determined that, as of September 30, 2024, our internal control over financial reporting is effective based on those criteria.
PennantPark Investment's independent registered public accounting firm has issued an audit report on the effectiveness of our internal control over financial reporting as of September 30, 2024. This report appears on page 62.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
PennantPark Investment Corporation and Subsidiaries
Opinion on the Internal Control Over Financial Reporting
We have audited PennantPark Investment Corporation and Subsidiaries' (the Company) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of September 30, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended September 30, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated November 25, 2024 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
New York, New York
November 25, 2024
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of PennantPark Investment Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of September 30, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended September 30, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 and our report dated November 25, 2024 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2024 and 2023, by correspondence with the custodian, underlying fund advisors, and by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Level 3 Fair Value Measurements
The fair value of the Company’s investments valued using Level 3 fair value measurements was approximately $1,152.4 million as of September 30, 2024. The fair value of the Company’s financial instruments classified as liabilities valued using Level 3 fair value measurements was approximately $460.4 million as of September 30, 2024. As discussed in Notes 2 and 5 to the consolidated financial statements, the Company’s investment portfolio generally consists of illiquid securities, including debt and equity investments, which were acquired directly from the issuer. Such investments include first lien secured debt, second lien secured debt, subordinated debt and equity investments. Additionally, the Company has elected to apply the fair value option to certain financial instruments classified as liabilities. The inputs into the determination of fair value require significant management judgment or estimation.
We identified Level 3 fair value measurements as a critical audit matter due to the subjective nature of the judgments necessary for management to select valuation techniques and the use of significant unobservable inputs to estimate the fair value. Auditing the reasonableness of management’s selection of valuation technique and the related unobservable inputs required a high degree of auditor judgment and increased audit effort, including the use of a valuation specialist.
The primary procedures we performed to address this critical audit matter included the following, among others:
We tested both the source information used to determine the unobservable input and the mathematical accuracy of the calculation used to compute the unobservable input for a sample of investments.
We have served as the Company's auditor since 2013.
64
PENNANTPARK INVESTMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share data)
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost—$916,168 and $816,754, respectively)
910,323
830,808
Non-controlled, affiliated investments (amortized cost—$56,734 and $55,787, respectively)
33,423
54,771
Controlled, affiliated investments (amortized cost—$343,970 and $245,386, respectively)
384,304
216,068
Total investments (amortized cost—$1,316,872 and $1,117,927, respectively)
1,328,050
1,101,647
Cash and cash equivalents (cost—$49,833 and $38,784, respectively)
49,861
38,775
5,261
6,820
Distribution receivable
5,417
5,079
Due from affiliates
228
269
4,656
1,389,086
1,156,977
Truist Credit Facility payable, at fair value (cost—$461,456 and $212,420, respectively)
460,361
206,940
2026 Notes payable, net (par— $150,000)
148,571
147,669
2026 Notes-2 payable, net (par— $165,000)
163,080
162,226
Payable for investment purchased
100,096
99,949
Interest payable on debt
6,406
6,231
Distributions payable
5,224
13,697
Base management fee payable
4,297
3,915
Incentive fee payable
3,057
3,310
4,053
6,754
Due to affiliates
4,099
895,178
654,790
Commitments and contingencies (See Note 12)
Net assets
Common stock, 65,296,094 and 65,224,500 shares issued and outstanding, respectively Par value $0.001 per share and 200,000,000 shares authorized
Paid-in capital in excess of par value
743,968
746,466
Accumulated deficit
(250,125
(244,344
Total net assets
493,908
502,187
Total liabilities and net assets
Net asset value per share
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Years Ended September 30,
2022
From non-controlled, non-affiliated investments:
80,527
93,420
66,995
Payment-in-kind
5,140
1,236
4,505
Dividend income
2,869
13,945
3,508
2,316
8,461
From non-controlled, affiliated investments:
73
1,361
347
625
From controlled, affiliated investments:
25,738
15,425
10,586
4,084
2,596
3,983
21,605
15,730
9,075
143,818
145,366
104,966
Base management fee
16,654
16,549
19,827
12,741
13,901
2,657
Interest and expenses on debt
45,188
39,408
28,760
Administrative services expenses
1,689
1,843
1,000
3,837
2,892
Expenses before provision for taxes and financing costs
81,146
75,538
55,136
Provision for taxes on net investment income
2,602
4,295
800
Credit facility amendment and debt issuance costs
5,087
Net expenses
83,748
79,833
61,023
60,070
65,533
43,943
Realized and unrealized gain (loss) on investments and debt:
Net realized gain (loss) on investments and debt:
Non-controlled, non-affiliated investments
1,166
(18,418
(31,382
Non-controlled and controlled, affiliated investments
(34,999
(133,098
75,243
Debt extinguishment
(289
(2,922
Provision for taxes on realized gain on investments
186
(4,952
(6,183
Net realized gain (loss) on investments and debt
(33,647
(156,757
34,756
Net change in unrealized appreciation (depreciation) on:
(20,895
(35,440
(182,863
48,388
95,034
72,819
Provision for taxes on unrealized appreciation (depreciation) on investments
(680
1,576
(896
Debt appreciation (depreciation)
(4,385
(3,753
7,501
Net change in unrealized appreciation (depreciation) on investments and debt
22,428
57,417
(103,439
Net realized and unrealized gain (loss) from investments and debt
(11,219
(99,340
(68,683
Net increase (decrease) in net assets resulting from operations
48,851
(33,807
(24,740
Net increase (decrease) in net assets resulting from operations per common share
0.75
(0.52
(0.37
Net investment income per common share
0.92
1.00
0.66
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
Net increase (decrease) in net assets resulting from operations:
(33,833
(151,805
40,939
27,493
59,594
(110,044
Net change in provision for taxes on realized gain (loss) on investments
Net change in provision for taxes on change in unrealized appreciation (depreciation) on investments
Net change in unrealized (appreciation) depreciation on debt
Distributions to stockholders:
Distribution of net investment income
(57,432
(49,571
(36,590
Total distributios to stockholders
Capital transactions:
Public offering
552
Offering costs
(250
Repurchase of common stock
(13,249
Net increase in net assets resulting from capital transactions
302
Net increase (decrease) in net assets
(8,279
(83,378
(74,579
Net assets:
Beginning of year
585,565
660,144
End of year
Capital share activity:
Shares of common stock issued from public offering
71,594
Shares of common stock repurchased
CONSOLIDATED STEATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on investments
(27,493
(59,594
110,044
Net change in unrealized depreciation on debt
4,385
3,753
(7,501
Net realized (gain) loss on investments
33,833
151,516
(43,861
Debt extinguishment realized loss
289
2,922
Net accretion of discount and amortization of premium
(3,361
(6,792
(5,505
Purchases of investments
(1,043,619
(375,176
(933,780
Payment-in-kind income
(9,571
(4,458
(9,218
Proceeds from dispositions of investments
824,555
418,627
911,643
Amortization of deferred financing costs
1,755
1,780
1,965
(Increase) or Decrease in:
1,559
(3,227
1,365
Receivables from investments sold
29,494
(16,701
(338
(2,659
(726
(228
3,592
(306
(4,394
Increase or (Decrease) in:
(4,066
1,990
147
(8,407
175
(33
1,321
Base management fee payable, net
382
(934
(253
(575
Deferred tax liability
896
(2,701
115
5,581
Net cash provided by (used in) operating activities
(172,396
222,941
(17,293
Cash flows from financing activities:
Proceeds from public offering
Distributions paid to stockholders
(65,904
(45,658
(34,852
Net repayments of the 2024 Notes
(86,250
Proceeds from 2026 Notes issuance
Proceeds from 2026-2 Notes issuance
160,519
Repayments of SBA debentures
(20,000
(43,500
Borrowings under Truist Credit Facility
524,036
152,500
860,841
Repayments under Truist Credit Facility
(275,000
(326,000
(791,466
Net cash provided by (used in) financing activities
183,434
(239,158
52,043
Net increase (decrease) in cash and cash equivalents
11,038
(16,217
34,750
Effect of exchange rate changes on cash
217
(332
Cash and cash equivalents, beginning of year
54,775
20,357
Cash and cash equivalents, end of year
Supplemental disclosures:
Interest paid
43,258
37,661
25,473
Taxes paid
6,308
5,707
5,455
Non-cash exchanges and conversions
36,253
18,467
(99,833
CONSOLIDATED SCHEDULE OF INVESTMENTS
Issuer Name
Basis Point Spread Above Index (4)
Fair Value (3)
Investments in Non-Controlled, Non-Affiliated Portfolio Companies - 184.3% (1), (2)
First Lien Secured Debt - 112.9% of Net Assets
3M SOFR+610
5,345
5,279
A1 Garage Merger Sub, LLC - Unfunded Term Loan (8)
12/21/2024
1,534
A1 Garage Merger Sub, LLC - Revolver (8)
2,532
10/02/2029
3M SOFR+525
ACP Avenu Buyer, LLC - Unfunded Term Loan (8)
04/02/2025
1,799
ACP Avenu Buyer, LLC - Funded Revolver
271
262
ACP Avenu Buyer, LLC - Revolver (8)
947
(31
ACP Falcon Buyer, Inc. - Revolver (8)
08/01/2029
2,533
Ad.net Acquisition, LLC - Funded Revolver
05/07/2026
3M SOFR+626
178
Ad.net Acquisition, LLC - Revolver (8)
267
Adweek Purchaser, LLC
05/30/2027
Printing and Publishing
3M SOFR+700
2,000
1,963
Adweek Purchaser, LLC - Unfunded Term Loan (8)
11/30/2025
400
Aechelon Technology, Inc.
08/16/2029
12.60
3M SOFR+750
4,951
4,900
Aechelon Technology, Inc. - Unfunded Revolver (8)
1,109
Aeronix, Inc. - Revolver (8)
12/12/2028
2,489
AFC Dell Holding Corp.
04/09/2027
3M SOFR+550
9,781
9,762
AFC Dell Holding Corp. - Unfunded Term Loan (8)
(44
Atlas Purchaser, Inc. - Third Out
05/06/2028
8,840
7,499
6,144
Atlas Purchaser, Inc. - Fourth Out
4,760
674
624
Anteriad, LLC (f/k/a MeritDirect, LLC) - Revolver (8)
06/30/2026
1,612
3M SOFR+590
1,182
1,174
1,164
Applied Technical Services, LLC - Unfunded Term Loan (8)
07/17/2025
2,637
(13
Applied Technical Services, LLC - Revolver
13.25
3M SOFR+475
1,133
1,116
Applied Technical Services, LLC - Unfunded Revolver (8)
669
Arcfield Acquisition Corp. - Revolver (8)
08/04/2028
3,521
Archer Lewis, LLC
08/28/2029
3M SOFR+575
8,700
8,614
8,526
Archer Lewis, LLC - Unfunded Term Loan A (8)
08/28/2025
5,324
(53
Archer Lewis, LLC - Unfunded Term Loan B (8)
08/28/2026
8,527
(85
Archer Lewis, LLC - Unfunded Revolver (8)
1,304
(26
Argano, LLC.
09/13/2029
15,000
14,851
Argano, LLC. - Unfunded Term Loan (8)
03/13/2025
4,981
Argano, LLC. - Unfunded Revolver (8)
794
Beacon Behavioral Support Service, LLC
06/21/2029
2,396
2,372
2,360
Beacon Behavioral Support Service, LLC - Unfunded Term Loan (8)
12/21/2025
3,747
(19
Beacon Behavioral Support Service, LLC - Revolver (8)
1,206
Berwick Industrial Park
05/02/2025
Buildings and Real Estate
13.00
4,000
4,042
3,988
07/01/2029
4,832
4,753
Big Top Holdings, LLC - Unfunded Revolver (8)
02/07/2030
Manufacturing/Basic Industry
1,155
BioDerm, Inc. - Revolver
01/31/2028
3M SOFR+650
589
BioDerm, Inc. - Revolver (8)
482
09/17/2026
11.00
3M SOFR+640
6,279
6,239
6,171
Blackhawk Industrial Distribution, Inc. - Unfunded Term Loan (8)
2,368
Blackhawk Industrial Distribution, Inc. - Revolver
1,093
1,074
Blackhawk Industrial Distribution, Inc. - Unfunded Revolver (8)
3,764
(64
BlueHalo Financing Holdings, LLC
10.44
3M SOFR+600
12/04/2025
3M SOFR+611
9,524
Carisk Buyer, Inc. - Unfunded Term Loan (8)
12/01/2029
4,813
(24
Carisk Buyer, Inc. - Revolver (8)
1,750
12,935
12,745
Carnegie Dartlet, LLC - Unfunded Term Loan (8)
02/07/2026
10,017
(50
Carnegie Dartlet, LLC - Unfunded Revolver (8)
3,339
06/14/2028
28,737
28,334
28,736
Cartessa Aesthetics, LLC - Revolver
1,265
Cartessa Aesthetics, LLC - Unfunded Revolver (8)
2,297
08/20/2026
11.05
3M SOFR+619
6,525
6,475
6,427
CF512, Inc. - Revolver (8)
909
Compex Legal Services, Inc.
02/09/2026
10.31
3M SOFR+555
939
933
CONSOLIDATED SCHEDULE OF INVESTMENTS—(Continued)
Compex Legal Services, Inc. - Revolver
02/07/2025
328
Compex Legal Services, Inc. - Unfunded Revolver (8)
Confluent Health, LLC
11/30/2028
12.35
1,970
1,854
Connatix Buyer, Inc. - Funded Revolver
07/13/2027
3M SOFR+576
424
Connatix Buyer, Inc. - Revolver (8)
1,451
08/16/2027
9.40
3M SOFR+586
1,777
1,751
1,763
Crane 1 Services, Inc. - Revolver (8)
435
(3
C5MI Acquisition, LLC
07/31/2030
14,778
C5MI Acquisition, LLC - Funded Revolver
276
270
C5MI Acquisition, LLC - Unfunded Revolver (8)
3,858
(77
08/31/2027
3M SOFR+535
8,116
8,058
Dr. Squatch, LLC - Unfunded Revolver (8)
2,326
11/03/2025
3M SOFR+635
DRS Holdings III, Inc. - Revolver (8)
1,783
Duggal Acquisition, LLC
09/30/2030
Marketing Services
3M SOFR+500
7,000
6,930
Duggal Acquisition, LLC - Unfunded Term Loan (8)
09/30/2026
2,042
Duggal Acquisition, LLC - Unfunded Revolver (8)
2,561
Dynata, LLC - Last-Out Term Loan
07/15/2028
77
12,261
12,106
12,077
EDS Buyer, LLC - Revolver (8)
1,915
ENC Parent Corporation
08/20/2029
9.12
3M SOFR+451
3,391
2,995
2,865
ETE Intermediate II, LLC - Funded Revolver
05/25/2029
1,215
ETE Intermediate II, LLC - Revolver (8)
Eval Home Health Solutions Intermediate, LLC - Revolver (8)
05/10/2030
822
(8
03/15/2027
24,128
23,911
24,007
Exigo Intermediate II, LLC - Revolver (8)
1,856
02/23/2028
3M SOFR+715
196
Five Star Buyer, Inc. - Revolver (8)
741
Gauge ETE Blocker, LLC - Promissory Note
05/19/2029
12.56
215
GGG MIDCO, LLC
09/27/2030
Home and Office Furnishings, Housewares and Durable Consumer Products
9.64
8,525
8,440
GGG MIDCO, LLC - Unfunded Term Loan (8)
03/27/2026
13,728
GGG MIDCO, LLC - Unfunded Revolver (8)
581
08/10/2027
3M SOFR+560
1,132
1,123
1,121
Graffiti Buyer, Inc. - Unfunded Term Loan (8)
831
(2
Graffiti Buyer, Inc. - Funded Revolver
10.62
384
380
Graffiti Buyer, Inc. - Revolver (8)
385
(4
06/30/2025
9.45
3M SOFR+460
4,712
4,285
1M SOFR+560
680
666
Hancock Roofing and Construction L.L.C. - Revolver (8)
70
(1
Harris & Co. LLC
08/09/2030
5,593
5,545
5,495
Harris & Co. LLC - Unfunded Term Loan A (8)
02/09/2025
13,051
(114
Harris & Co. LLC - Unfunded Term Loan B (8)
(146
Harris & Co. LLC - Unfunded Revolver (8)
2,451
(43
Hills Distribution, Inc. - Unfunded Term Loan (8)
11/07/2025
9,144
HV Watterson Holdings, LLC (7)
11.73
1M SOFR+640
279
278
256
(PIK 4.00%)
HV Watterson Holdings, LLC - Revolver (7)
1,213
1,112
HV Watterson Holdings, LLC - Unfunded Revolver (8)
05/10/2026
11,124
11,112
HW Holdco, LLC - Revolver (8)
3,387
IG Investment Holdings LLC
09/22/2028
IG Investments Holdings, LLC - Revolver (8)
09/22/2027
722
(7
Imagine Acquisitionco, LLC (8)
1,685
3M SOFR+685
2,458
2,429
Infinity Home Services Holdco, Inc. (CAD) (11)
1,846
1,897
Infinity Home Services Holdco, Inc. - 1st Amendment Unfunded Term Loan (8)
11/17/2025
6,573
82
Infinity Home Services Holdco, Inc. - Funded Revolver
13.75
194
Infinity Home Services Holdco, Inc. - Revolver (8)
1,098
11/01/2026
1,281
1,270
Inventus Power, Inc. - Revolver (8)
1,729
ITI Holdings, Inc.
03/03/2028
3M SOFR+565
8,748
8,647
ITI Holdings, Inc. - Revolver
3M SOFR+450
ITI Holdings, Inc. - Unfunded Revolver (8)
370
3M SOFR+615
3,099
3,023
Kinetic Purchaser, LLC - Revolver (8)
11/10/2026
4,854
Lash OpCo, LLC (7)
02/18/2027
12.94
1M SOFR+785
2,902
2,871
2,873
(PIK 5.10%)
Lash OpCo, LLC - Revolver (7)
08/16/2026
13.18
2,685
2,658
Lash OpCo, LLC - Unfunded Revolver (8)
317
1M SOFR+643
2,032
1,996
Ledge Lounger, Inc. (7)
11/09/2026
3M SOFR+765
8,999
8,911
8,549
(PIK 1.00%)
Ledge Lounger, Inc. - Revolver
12.25
644
612
Ledge Lounger, Inc. - Unfunded Revolver (8)
966
(48
Lightspeed Buyer Inc. - Revolver (8)
02/03/2026
01/31/2030
1M SOFR+525
1,459
1,438
LJ Avalon Holdings, LLC - Unfunded Term Loan (8)
10/01/2024
2,419
LJ Avalon Holdings, LLC - Revolver (8)
587
Loving Tan Intermediate II, Inc.
05/31/2028
9,784
9,633
Loving Tan Intermediate II, Inc. - Revolver
332
327
Loving Tan Intermediate II, Inc. - Unfunded Revolver (8)
664
Loving Tan Intermediate II, Inc. - Unfunded Term Loan (8)
07/12/2025
4,376
MBS Holdings, Inc. - Funded Revolver
04/16/2027
3M SOFR+585
83
MBS Holdings, Inc. - Revolver (8)
611
07/25/2028
19,931
19,679
19,736
MDI Buyer, Inc. - Revolver
1,529
1,514
MDI Buyer, Inc. - Unfunded Revolver (8)
698
1,923
1,908
1,874
Meadowlark Acquirer, LLC- Unfunded Revolver (8)
(42
10/20/2028
3M SOFR+625
4,887
Medina Health, LLC - Revolver (8)
2,774
Megawatt Acquisitionco, Inc. - Funded Revolver
03/01/2030
10.11
204
193
Megawatt Acquisitionco, Inc. - Unfunded Revolver (8)
1,653
(93
Mineola 212, LLC
06/24/2025
3,500
3,489
3,479
MOREGroup Holdings, Inc.
01/16/2030
7,450
7,348
7,338
MOREGroup Holdings, Inc. - Unfunded Term Loan (8)
01/16/2026
6,124
MOREGroup Holdings, Inc. - Unfunded Revolver (8)
3,675
(55
09/28/2027
3M SOFR+515
2,792
Municipal Emergency Services, Inc. - Unfunded Term Loan B (8)
12/16/2024
Municipal Emergency Services, Inc. - Unfunded Term Loan 3rd Amendment (8)
500
Municipal Emergency Services, Inc. - Revolver (8)
1,880
NBH Group LLC - Revolver (8)
08/19/2026
1,163
(35
NFS - CFP Holdings LLC
09/13/2030
9.56
18,000
17,866
17,865
NFS - CFP Holdings LLC - Unfunded Term Loan (8)
09/13/2026
6,630
NFS - CFP Holdings LLC - Unfunded Revolver (8)
2,486
08/31/2029
5,445
5,348
NORA Acquisition, LLC - Revolver (8)
2,707
NP Riverhead Industrial, LLC
05/24/2025
14.50
4,984
4,975
12/29/2029
4,840
4,814
Omnia Exterior Solutions, LLC - Unfunded Term Loan 1 (8)
12/30/2024
3,499
Omnia Exterior Solutions, LLC - Unfunded Term Loan 2 (8)
5,598
Omnia Exterior Solutions, LLC - Revolver (8)
2,100
ORL Acquisition, Inc. (7)
09/03/2027
14.00
3M SOFR+940
4,245
4,198
3,608
(PIK 7.50%)
ORL Acquisition, Inc. - Revolver (8)
149
OSP Embedded Purchaser, LLC
12/15/2029
6,451
6,345
6,264
OSP Embedded Purchaser, LLC - Revolver (8)
1,477
Ox Two, LLC
05/18/2026
Building Materials
3M SOFR+651
8,460
8,403
Ox Two, LLC - Revolver (8)
Pacific Purchaser, LLC - Unfunded Term Loan (8)
09/30/2028
2,747
Pacific Purchaser, LLC - Revolver (8)
1,373
PAR Excellence Holdings, Inc.
09/03/2030
10,000
9,901
9,900
PAR Excellence Holdings, Inc. - Unfunded Revolver (8)
2,681
PCS MIDCO INC
1M SOFR+575
467
462
PCS MIDCO INC - Unfunded Term Loan (8)
03/01/2026
3,955
PCS MIDCO INC - Funded Revolver
308
PCS MIDCO INC - Unfunded Revolver (8)
1,454
08/28/2030
12,000
11,912
PlayPower, Inc. - Unfunded Revolver (8)
2,570
(39
PL Acquisitionco, LLC - Revolver (8)
11/09/2027
3,236
(647
Pragmatic Institute, LLC (7)
07/06/2028
12.09
37,241
36,054
22,810
(PIK 12.09%)
Pragmatic Institute, LLC - Revolver (7)
5,154
5,041
3,157
1,468
1,461
Quantic Electronics, LLC - Funded Revolver
08/17/2026
264
Quantic Electronics, LLC - Unfunded Revolver (8)
Radius Aerospace, Inc. - Revolver
03/31/2025
817
Radius Aerospace, Inc. - Unfunded Revolver (8)
1,411
(28
360
Rancho Health MSO, Inc. - Unfunded Term Loan (8)
210
Rancho Health MSO, Inc. - Unfunded Term Loan 2 (8)
1,500
Rancho Health MSO, Inc. - Revolver
Rancho Health MSO, Inc. - Unfunded Revolver (8)
315
02/28/2028
10,763
9,638
8,072
Recteq, LLC - Revolver (8)
01/29/2026
1,127
(11
Riverpoint Medical, LLC - Revolver
06/20/2025
Riverpoint Medical, LLC - Unfunded Revolver (8)
310
RRA Corporate, LLC
08/15/2029
3,960
RRA Corporate, LLC - Unfunded Term Loan 1 (8)
02/15/2025
5,394
RRA Corporate, LLC - Unfunded Term Loan 2 (8)
08/15/2026
10,181
RRA Corporate, LLC - Funded Revolver
661
655
RRA Corporate, LLC - Unfunded Revolver (8)
2,487
(25
05/03/2029
9,975
9,827
9,776
RTIC Subsidiary Holdings, LLC - Unfunded Revolver (8)
5,422
(108
Rural Sourcing Holdings, Inc.
06/15/2029
1,140
1,124
1,126
Rural Sourcing Holdings, Inc. - Unfunded Term Loan (8)
06/27/2026
1,146
Rural Sourcing Holdings, Inc. - Revolver (8)
860
72
S101 Holdings, Inc.
355
351
S101 Holdings, Inc. - Unfunded Term Loan 2 (8)
12/15/2024
4,955
Safe Haven Defense US LLC - Term Loan
05/23/2029
8,976
8,843
8,886
Safe Haven Defense US LLC - Unfunded Revolver (8)
1,114
Sales Benchmark Index LLC - Revolver (8)
01/03/2025
732
Sargent & Greenleaf Inc. - Revolver (7)
11.87
3M SOFR+660
610
Sargent & Greenleaf Inc. - Unfunded Revolver (8)
Schlesinger Global, Inc. (7)
07/14/2025
3M SOFR+275
4,870
4,851
4,748
(PIK 5.60%)
Schlesinger Global, Inc. - Revolver (7)
Schlesinger Global, Inc. - Unfunded Revolver (8)
06/13/2029
4,704
4,650
4,539
Seaway Buyer, LLC - Revolver
313
Seaway Buyer, LLC - Unfunded Revolver (8)
2,814
(98
Shiftkey, LLC
06/21/2027
3M SOFR+601
17,595
17,478
16,838
12/18/2027
1M SOFR+690
25,785
25,251
25,528
Sigma Defense Systems, LLC - Unfunded Revolver (8)
3,685
(37
Simplicity Financial Marketing Group Holdings Inc.
12/02/2026
4,065
4,054
4,106
Simplicity Financial Marketing Group Holdings Inc. - Unfunded Term Loan (8)
93
Simplicity Financial Marketing Group Holdings Inc. - Unfunded Revolver (8)
1,043
Smartronix, LLC - Unfunded Revolver (8)
11/23/2027
3,941
Solutionreach, Inc. - Unfunded Revolver (8)
833
Spendmend Holdings LLC
03/01/2028
10.25
432
430
Spendmend Holdings LLC - Unfunded Term Loan (8)
03/01/2025
2,348
Spendmend Holdings LLC - Revolver
561
Spendmend Holdings LLC - Unfunded Revolver (8)
System Planning and Analysis, Inc.
1,283
1,280
System Planning and Analysis, Inc. - Unfunded Term Loan (8)
7,068
System Planning and Analysis, Inc. - Funded Revolver
9.59
921
919
System Planning and Analysis, Inc. - Unfunded Revolver (8)
3,795
01/26/2029
8,955
8,814
8,865
TCG 3.0 Jogger Acquisitionco, Inc. - Unfunded Revolver (8)
1,725
(17
The Bluebird Group LLC - Revolver (8)
07/27/2026
734
08/30/2027
11.27
184
181
185
The Vertex Companies, LLC - Revolver
305
The Vertex Companies, LLC - Unfunded Revolver (8)
TPCN Midco, LLC
06/26/2029
3,990
3,931
3,894
TPCN Midco, LLC - Unfunded Term Loan (8)
06/26/2026
5,894
(83
TPCN Midco, LLC - Unfunded Revolver (8)
1,160
TransGo, LLC
12/29/2028
Machinery
4,638
4,573
TransGo, LLC - Revolver (8)
2,775
06/16/2025
1,301
1,299
TWS Acquisition Corporation - Revolver (8)
1,644
06/15/2027
10.66
576
573
Urology Management Holdings, Inc. - Unfunded Term Loan A (8)
09/03/2026
Watchtower Intermediate, LLC
7,301
7,201
7,228
Watchtower Intermediate, LLC. - Unfunded Term Loan (8)
12/01/2025
Watchtower Intermediate, LLC. - Revolver (8)
6,300
(63
02/27/2027
4,551
Wildcat Buyerco, Inc. - Unfunded Term Loan (8)
2,737
Wildcat Buyerco, Inc. - Revolver (8)
551
Zips Car Wash, LLC (7)
3M SOFR+740
2,590
2,473
(PIK 1.5%)
579,813
557,686
Second Lien Secured Debt - 13.6% of Net Assets
Best Practice Associates LLC
06/29/2027
13.95
3M SOFR+915
17,825
17,606
17,647
07/28/2030
14.19
3M SOFR+910
7,698
ENC Parent Corporation - Second Lien
08/19/2029
3M SOFR+776
7,500
7,444
6,225
07/06/2026
13.20
1M SOFR+835
32,500
32,299
31,931
12/18/2028
14.51
3M SOFR+926
3,429
3,422
3,377
Total Second Lien Secured Debt
68,469
67,180
Subordinate Debt/Corporate Notes - 8.8% of Net Assets
Beacon Behavioral Holdings LLC
06/21/2030
15.00
3,235
3,189
3,187
(PIK 15.00%)
01/15/2029
16.37
3M SOFR+1226
24,284
23,710
24,138
(PIK 16.37%)
Northwinds Topco, Inc.
10/30/2029
Consumer Services
7,123
7,020
6,944
Northwinds Topco, Inc. - Unfunded Term Loan (8)
(175
ORL Holdco, Inc. - Convertible Notes
03/08/2028
18.00
ORL Holdco, Inc. - Unfunded Convertible Notes (8)
Schlesinger Global, LLC - Promissory Note (7)
01/08/2026
12.33
1
(PIK 11.85%)
StoicLane, Inc. - Convertible Notes
08/15/2027
12.00
StoicLane, Inc. - Unfunded Convertible Notes (8)
United Land Services Intermediate Parent Holdings, LLC
12/23/2026
14.25
9,300
9,120
9,021
(PIK 14.25%)
United Land Services Intermediate Parent Holdings, LLC - Unfunded Term Loan (8)
9,000
(135
Total Subordinate Debt
43,658
43,597
Preferred Equity/Partnership Interests - 3.5% of Net Assets (6)
Accounting Platform Blocker, Inc. - Preferred Equity
356,200
356
Ad.net Holdings, Inc.
2,400
240
304
AFC Acquisitions, Inc. Preferred Equity (10)
507
AH Newco Equityholdings, LLC
211
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (10)
1,135
1,293
BioDerm Holdings, LP (Preferred)
1,312
1,178
Cartessa Aesthetics, LLC (10)
3,562,500
3,563
6,343
C5MI Holdco, LLC - Preferred Equity (10)
104,000
Gauge Schlesinger Coinvest, LLC - Class A-2 Preferred Equity
EvAL Home Health Solutions, LLC - Preferred Equity (10)
272,771
453
508
Hancock Claims Consultants Investors, LLC - Class A Preferred Equity (10)
116,588
76
Imagine Topco, LP Preferred
8.00
743,826
744
862
Magnolia Topco LP - Class A Preferred Equity (10)
1,545
1,592
Magnolia Topco LP - Class B Preferred Equity (10)
1,018
643
Megawatt Acquisition Partners, LLC - Preferred A
5,349
535
481
NXOF Holdings, Inc. (Tyto Athene, LLC)
422
572
74
ORL Holdco, Inc.
575
PL Acquisitionco, LLC - Preferred Equity
RTIC Parent Holdings, LLC - Class A Preferred Equity (10)
RTIC Parent Holdings, LLC - Class C Preferred Equity (10)
10,624
699
1,138
RTIC Parent Holdings, LLC - Class D Preferred Equity (10)
11,276
113
125
TPC Holding Company, LP
219
354
TWD Parent Holdings, LLC Preferred
Total Preferred Equity/Parnership Interests
13,569
17,132
Common Equity/Partnership Interests/Warrants - 25.3% of Net Assets (6)
A1 Garage Equity, LLC (10)
2,193,038
2,193
2,767
ACP Big Top Holdings, L.P. - Common Equity
773,800
774
932
2,667
Aechelon InvestCo, LP - Common Equity
11,312
1,131
Aechelon InvestCo, LP - Unfunded (8)
Aftermarket Drivetrain Products Holdings, LLC
1,645
2,304
AG Investco LP (10)
805,164
805
1,008
AG Investco LP - Unfunded (8),(10)
194,836
Altamira Intermediate Company II, Inc.
125,000
151
AMCSI Crash Co-Invest, LP
2,489,777
2,490
3,737
AMCSI Crash Co-Invest, LP - Unfunded (8)
510,223
Athletico Holdings, LLC (10)
9,357
7,674
Atlas Investment Aggregator, LLC
1,700,000
1,613
BioDerm, Inc.
Burgess Point Holdings, LP
764
777
812
Carnegie Holdco, LLC - Common Equity (10)
1,680,300
1,630
Carisk Parent, L.P. - Common Equity
204,455
Connatix Parent, LLC
57,416
632
Consello Pacific Aggregator, LLC (10)
782,891
743
703
Cowboy Parent LLC
27,778
3,015
5,809
Crane 1 Acquisition Parent Holdings, L.P.
190
C5MI Holdco, LLC - Common Equity (10)
754,200
754
752
Delta InvestCo LP (10)
913,649
866
1,703
Delta InvestCo LP (8),(10)
227,395
Duggal Acquisition, LLC (Common)
313,600
314
eCommission Holding Corporation (12)
80
949
2,554
EDS Topco, LP
937,500
938
1,047
Exigo, LLC
1,458,333
1,458
1,577
FedHC InvestCo LP (10)
14,578
489
1,193
FedHC InvestCo LP - Unfunded (8),(10)
5,150
FedHC InvestCo II LP (10)
20,882
2,175
1,814
Five Star Parent Holdings, LLC
655,714
656
647
Gauge ETE Blocker, LLC - Common Equity
374,444
374
285
Gauge Lash Coinvest LLC
1,101,293
834
3,201
Gauge Loving Tan, LP - Common Equity
543,562
544
598
Gauge Schlesinger Coinvest, LLC
GCOM InvestCo LP
2,434
1,003
578
GGG MIDCO, LLC (Common) (10)
1,222,700
1,223
GMP Hills, LP - Common Equity
3,747,470
3,673
Hancock Claims Consultants Investors, LLC (10)
450,000
275
HPA SPQ Aggregator LP- Common Equity
750,399
750
842
1,600,000
1,600
252
Icon Partners V C, L.P.
1,122,549
Icon Partners V C, L.P. - Unfunded (8)
377,451
IHS Parent Holdngs, L.P.
1,218,045
1,218
1,535
Imagine Topco, LP
Infogroup Parent Holdings, Inc.
Other Media
181,495
2,040
2,711
Ironclad Holdco, LLC (Applied Technical Services, LLC)
4,993
525
776
ITC Infusion Co-invest, LP (10)
162,445
2,443
1,308,814
1,309
1,498
KL Stockton Co-Invest LP (Any Hour Services) (10)
382,353
884
LEP Pequod Holdings, LP
350
865
Lightspeed Investment Holdco LLC
273,143
273
988
LJ Avalon, LP
851,087
851
1,038
Lorient Peregrine Investments, LP
335,590
4,453
Magnolia Topco LP - Class A (10)
1,545,460
Magnolia Topco LP - Class B (10)
1,017,840
MDI Aggregator, LP
30,993
3,103
3,599
Meadowlark Title, LLC (10)
815,385
802
Megawatt Acquisition Partners, LLC - Common Equity A
594
3,920,145
3,984
6,272
NEPRT Parent Holdings, LLC (Recteq, LLC) (10)
1,250
87
New Insight Holdings, Inc. - Common Equity
1,157
New Medina Health, LLC (10)
1,429,480
1,429
2,231
NFS - CFP Holdings LLC - Common Equity
662,983
663
NORA Parent Holdings, LLC (10)
1,257
1,248
1,115
North Haven Saints Equity Holdings, LP (10)
351,553
352
75
Northwinds Services Group, LLC - Common Equity
840,000
1,680
NXOF Holdings, Inc.
8,188
108
OceanSound Discovery Equity, LP (Holdco Sands Intermediate, LLC) (10)
98,286
983
997
OES Co-Invest, LP Class A Common Equity
840
847
937
OHCP V BC COI, L.P.
694,943
695
443
OHCP V BC COI, L.P. - Unfunded (8)
55,057
(20
638
OSP Embedded Aggregator, LP
870,536
871
553
PAR Excellence Holdings, Inc. - Common Equity
1,087,000
1,087
PCS Parent, LP
421,304
421
442
PennantPark-TSO Senior Loan Fund II, LP (12)
8,115,794
8,126
Pink Lily Holdco, LLC (10)
1,044
1,918,047
1,918
Quad (U.S.) Co-Invest, L.P.
2,958,706
2,959
QuantiTech InvestCo LP (10)
700
172
QuantiTech InvestCo LP - Unfunded (8), (10)
955
QuantiTech InvestCo II LP (10)
RFMG Parent, LP
1,050,000
1,050
Safe Haven Defense MidCo, LLC (10)
227
247
SBI Holdings Investments LLC
36,585
366
406
Seaway Topco, LP
2,981
2,006
SP L2 Holdings, LLC
881,966
882
SSC Dominion Holdings, LLC
4,154
StellPen Holdings, LLC
153,846
154
SV Aero Holdings, LLC (10)
218
472
TAC LifePort Holdings, LLC (10)
254,206
239
388
TCG 3.0 Jogger Co-Invest, LP - Common Equity
1,252
965
Tower Arch Infolinks Media, LP (10)
542,000
251
819
Tower Arch Infolinks Media, LP - Unfunded (8), (10)
353,444
11,527
TPCN Holdings, LLC - Common Equity (10)
473,400
473
TWD Parent Holdings, LLC
608
United Land Services Holdings LLC - Common Equity
184,049
600
UniVista Insurance (10)
334
844
Urology Partners Co., L.P.
1,111,111
1,111
1,184
Watchtower Holdings, LLC (10)
12,419
1,242
1,292
WCP Ivyrehab Coinvestment, LP (10)
208
221
WCP Ivyrehab QP CF Feeder, LP (10)
3,754
3,793
3,987
WCP Ivyrehab QP CF Feeder, LP - Unfunded (8), (10)
246
Wildcat Parent, LP
2,314
98
843
Kentucky Racing Holdco, LLC (Warrants) (10)
161,252
1,711
Total Common Equity/Partnership Interests/Warrants
111,008
125,097
US Government Securities - 20.2% of Net Assets
U.S. Treasury Bill (5)
10/29/2024
Short-Term U.S. Government Securities
4.72
100,000
99,652
99,632
Total US Government Securities
Total Investments in Non-Controlled, Non-Affiliated Portfolio Companies
916,168
Investments in Non-Controlled, Affiliated Portfolio Companies - 6.8% of Net Assets (1), (2)
First Lien Secured Debt - 0.8%
Walker Edison Furniture Company LLC (11)
03/01/2029
Home and Office Furnishings
10,877
10,054
979
Walker Edison Furniture Company, LLC - Unfunded Term Loan (11), (8)
167
(152
Walker Edison Furniture Company LLC - Junior Revolver (11)
3,333
13,387
4,160
Preferred Equity/Partnership Interests - 5.9% of Net Assets (6)
Cascade Environmental Holdings, LLC (Preferred)
5,887,236
32,791
27,931
Cascade Environmental Holdings, LLC - Series B
918
1,331
Total Preferred Equity/Partnership Interests
33,709
29,262
Common Equity/Partnership Interests/Warrants - 0.0% of Net Assets (6)
Cascade Environmental Holdings, LLC
7,444,347
2,852
Walker Edison Furniture (6)
72,917
6,786
Total Investments in Non-Controlled, Affiliated Portfolio Companies
56,734
Investments in Controlled, Affiliated Portfolio Companies - 77.8% (1), (2)
First Lien Secured Debt - 21.5% of Net Assets
AKW Holdings Limited (GBP) (9), (12)
12.16
42,457
58,075
56,950
(PIK 5.47%)
JF Holdings Corp.
07/31/2026
3M SOFR+605
49,625
49,114
49,129
107,189
106,079
Subordinated Debt - 28.0% of Net Assets
Flock Financial, LLC (12)
10/19/2027
22,208
(PIK 14.50%)
PennantPark Senior Loan Fund, LLC (12)
07/31/2027
3M SOFR+800
115,886
Total Subordinated Debt
138,094
Preferred Equity - 5.4% of Net Assets (6)
Flock Financial Class A Preferred Equity (12)
2,047,727
7,313
Flock Financial Class B Preferred Equity (12)
5,409,091
19,318
Total Preferred Equity
26,631
Common Equity - 23.0% of Net Assets (6)
AKW Holdings Limited - Common Equity (9), (12)
950
132
3,848
JF Intermediate, LLC
43,918
4,488
41,729
67,373,319
67,436
67,923
Total Common Equity
72,056
113,500
Total Investments in Controlled, Affiliated Portfolio Companies
343,970
Total Investments - 268.9% of Net Assets
1,316,872
Cash and Cash Equivalents - 10.1% of Net Assets
BlackRock Federal FD Institutional 81
5.03
38,769
Non-Money Market Cash
11,064
11,092
49,833
Total Investments and Cash Equivalents - 279.0%
1,366,705
1,377,911
Liabilities in Excess of Other Assets - (179.0)%
(884,003
Net Assets - 100%
Note: All investments are in US Companies unless noted otherwise
Maturity / Expiration
Investments in Non-Controlled, Non-Affiliated Portfolio Companies—165.4% of Net Assets (1), (2)
First Lien Secured Debt—93.2% of Net Assets
11.99
5,144
5,073
5,119
A1 Garage Merger Sub, LLC - Unfunded Term Loan
1,788
A1 Garage Merger Sub, LLC (Revolver) (7)
Ad.net Acquisition, LLC (Revolver)
222
Ad.net Acquisition, LLC (Revolver) (7)
05/23/2024
3M SOFR+665
1,237
1,221
Anteriad, LLC (f/k/a MeritDirect, LLC) (Revolver) (7)
07/21/2027
3,014
2,962
Any Hour Services (Revolver) (7)
1,147
07/31/2025
10.77
1,330
1,327
Apex Service Partners, LLC Term Loan C
10.79
1,863
1,850
1,859
Apex Service Partners, LLC (Revolver)
583
Apex Service Partners, LLC (Revolver) (7)
824
818
808
Applied Technical Services, LLC (Revolver)
392
Applied Technical Services, LLC (Revolver) (7)
Arcfield Acquisition Corp. (Revolver)
08/03/2029
1M SOFR+615
8,090
7,970
8,009
Arcfield Acquisition Corp. (Revolver) (7)
11/02/2023
4,030
3,924
4,950
4,869
4,604
BioDerm, Inc. (Revolver)
11.81
1M SOFR+650
BioDerm, Inc. (Revolver) (7)
964
1,851
1,833
1,823
Blackhawk Industrial Distribution, Inc.(7)
3,354
343
338
Blackhawk Industrial Distribution, Inc. (Revolver) (7)
3,089
(46
9,838
34,056
33,496
Cartessa Aesthetics, LLC - (Revolver)
Cartessa Aesthetics, LLC - (Revolver) (7)
6,592
6,524
6,460
CF512, Inc.(Revolver) (7)
10.94
Compex Legal Services, Inc. (Revolver)
Compex Legal Services, Inc. (Revolver) (7)
590
Connatix Buyer, Inc. (Revolver) (7)
1,875
(66
12.82
Crane 1 Services, Inc. (Revolver)
3M SOFR+551
117
116
Crane 1 Services, Inc. (Revolver) (7)
11.23
8,276
8,190
Dr. Squatch, LLC (7)
08/27/2026
Dr. Squatch, LLC (Revolver) (7)
DRS Holdings III, Inc. (Revolver) (7)
6,133
EDS Buyer, LLC - Unfunded Term Loan
5,625
EDS Buyer, LLC - (Revolver) (7)
1,688
ETE Intermediate II, LLC (Revolver) (7)
1,656
24,375
24,097
23,888
Exigo Intermediate II, LLC (Revolver) (7)
78
3M SOFR+710
Five Star Buyer, Inc. - Unfunded Term Loan
837
Five Star Buyer, Inc. (Revolver) (7)
613
607
Graffiti Buyer, Inc. (7)
12/08/2023
Graffiti Buyer, Inc. (Revolver)
237
Graffiti Buyer, Inc. (Revolver) (7)
529
335
Hancock Roofing and Construction L.L.C. (Revolver) (7)
415
6M SOFR+585
1,898
1,868
Holdco Sands Intermediate, LLC (Revolver) (7)
1M SOFR+625
2,219
HV Watterson Holdings, LLC - (Revolver)
1,200
1,198
HV Watterson Holdings, LLC - (Revolver)(7)
11,237
11,167
11,069
HW Holdco, LLC (Revolver)
11.82
HW Holdco, LLC (Revolver) (7)
3,116
(47
IG Investments Holdings, LLC (Revolver) (7)
477
Imagine Acquisitionco, LLC (7)
2,341
Imagine Acquisitionco, LLC (Revolver) (7)
12/07/2023
12.49
20,300
20,100
2,089
Infinity Home Services Holdco, Inc. - Unfunded Term Loan
12/28/2023
Infinity Home Services Holdco, Inc.(Revolver) (7)
1M SOFR+585
1,420
1,416
Infolinks Media Buyco, LLC (7)
11/01/2023
Integrated Data Services - Term Loan
15,467
15,161
15,106
Integrated Data Services - (Revolver)
(59
11.41
9,880
9,839
Integrity Marketing Acquisition, LLC - Unfunded Term Loan
08/31/2025
2,500
Integrity Marketing Acquisition, LLC (Revolver) (7)
160
12.93
1M SOFR+761
13,234
12,998
12,969
Inventus Power, Inc. (Revolver) (7)
11.06
8,838
8,718
8,661
ITI Holdings, Inc. (Revolver)
ITI Holdings, Inc. (Revolver) (7)
1M SOFR+810
9,409
9,402
K2 Pure Solutions NoCal, L.P. (Revolver) (7)
1,938
9,173
8,957
9,035
Kinetic Purchaser, LLC (Revolver) (7)
(73
11.88
1M SOFR+700
2,807
2,764
2,779
Lash OpCo, LLC (Revolver)
12.15
1,977
1,957
Lash OpCo, LLC (Revolver) (7)
935
(PIK 5.50%)
Ledge Lounger, Inc.
9,085
8,964
8,971
Ledge Lounger, Inc. (Revolver) (7)
1,933
1M SOFR+535
2,198
2,187
2,176
Lightspeed Buyer Inc. (Revolver) (7)
07/31/2024
205
LJ Avalon Holdings, LLC - Unfunded Term Loan
1,260
LJ Avalon Holdings, LLC (Revolver)(7)
LSF9 Atlantis Holdings, LLC
03/31/2029
12.64
3M SOFR+725
5,436
5,381
12.39
4,988
4,892
4,913
Loving Tan Intermediate II, Inc. (Revolver)
342
Loving Tan Intermediate II, Inc. (Revolver)(7)
284
05/14/2026
1,835
1,807
1,817
Mars Acquisition Holdings Corp. (Revolver)(7)
1,209
MBS Holdings, Inc. (Revolver)
111
109
MBS Holdings, Inc. (Revolver) (7)
20,135
19,835
19,685
MDI Buyer, Inc. (Revolver)
1,039
1,016
MDI Buyer, Inc. (Revolver) (7)
1,188
(15
1,937
1,919
1,888
Meadowlark Acquirer, LLC Term Loan I
(16
Meadowlark Acquirer, LLC Term Loan II
8,922
(134
Meadowlark Acquirer, LLC (Revolver) (7)
79
484
474
Municipal Emergency Services, Inc. - Unfunded Term Loan A
06/16/2023
769
Municipal Emergency Services, Inc. - Unfunded Term Loan B
2,510
Municipal Emergency Services, Inc. (Revolver)
736
Municipal Emergency Services, Inc. (Revolver) (7)
1,128
NBH Group LLC (Revolver) (7)
Neptune Flood Incorporated (Revolver) (7)
05/09/2029
541
20,500
20,092
20,090
NORA Acquisition, LLC (Revolver) (7)
(54
ORL Acquisition, Inc.
12.84
4,409
4,347
4,012
ORL Acquisition, Inc. (Revolver) (7)
597
1M SOFR+725
13,578
13,445
13,340
Ox Two, LLC (Revolver) (7)
Pequod Merger Sub, Inc. - Unfunded Term Loan
2,847
(57
Pequod Merger Sub, Inc. (Revolver) (7)
757
PL Acquisitionco, LLC (Revolver) (7)
(324
34,987
34,547
33,412
Pragmatic Institute, LLC Unfunded Term Loan
7,193
(252
Pragmatic Institute, LL (Revolver)
4,795
4,579
1,484
1,474
Quantic Electronics, LLC (Revolver)
528
521
Questex, LLC
09/09/2024
9.81
3M SOFR+425
20,193
20,115
Questex, LLC (Revolver) (7)
3,590
Radius Aerospace, Inc. (Revolver)
668
Radius Aerospace, Inc. (Revolver) (7)
Rancho Health MSO, Inc. (7)
Rancho Health MSO, Inc. - Unfunded Term Loan
494
Rancho Health MSO, Inc. (Revolver)
Rancho Health MSO, Inc. (Revolver) (7)
5,863
5,791
5,628
Recteq, LLC (Revolver) (7)
Research Now Group, Inc. and Dynata, LLC
124
Riverpoint Medical, LLC (Revolver)
10.42
3M SOFR+510
Riverpoint Medical, LLC (Revolver) (7)
318
03/10/2025
11,699
11,588
11,582
Rural Sourcing Holdings, Inc. - Unfunded Term Loan
Rural Sourcing Holdings, Inc. (Revolver) (7)
861
Sales Benchmark Index LLC (Revolver) (7)
Sargent & Greenleaf Inc. (Revolver)
158
157
Sargent & Greenleaf Inc. (Revolver) (7)
Schlesinger Global, Inc.
13.15
3M SOFR+775
4,647
4,611
4,496
Schlesinger Global, Inc. (Revolver)
12.52
(PIK 0.5%)
Schlesinger Global, Inc. (Revolver)(7)
4,752
4,691
4,609
Seaway Buyer, LLC (Revolver)
729
708
Seaway Buyer, LLC (Revolver)(7)
2,397
(72
11.40
17,775
17,636
17,331
14.04
3M SOFR+865
29,681
29,190
29,236
Sigma Defense Systems, LLC (Revolver)
2,083
2,052
Sigma Defense Systems, LLC (Revolver) (7)
Signature Systems Holding Company (Revolver) (7)
05/03/2024
2,016
Solutionreach, Inc. (Revolver) (7)
1,665
1M SOFR+565
99
97
Spendmend Holdings LLC (7)
2,684
Spendmend Holdings LLC - Funded Revolver
548
Spendmend Holdings LLC - (Revolver) (7)
System Planning and Analysis, Inc. - (Revolver) (7) (f/k/a Management Consulting & Research, LLC)
2,925
(32
1,097
1,104
2,271
2,239
2,262
The Bluebird Group LLC (Revolver) (7)
1M SOFR+635
182
The Vertex Companies, LLC (Revolver)
11.67
248
The Vertex Companies, LLC (Revolver) (7)
492
TWS Acquisition Corporation (Revolver) (7)
Tyto Athene, LLC (Revolver) (7)
04/01/2026
364
Urology Management Holdings, Inc. - Unfunded Term Loan
02/01/2024
7,222
(150
02/27/2026
3,805
3,762
3,767
Wildcat Buyerco, Inc. (Revolver)
10.17
88
Wildcat Buyerco, Inc. (Revolver) (7)
486
03/01/2024
1M SOFR+735
2,589
2,583
2,504
472,975
468,007
U.S. Government Securities—19.9% of Net Assets
10/19/2023
5.31
99,768
99,751
Total U.S. Government Securities
Second Lien Secured Debt—16.0% of Net Assets
Ascensus Holdings, Inc.
08/02/2028
12.03
3M SOFR+676
3,000
2,717
2,837
Atlas Purchaser, Inc
05/07/2029
14.66
3M SOFR+900
17,000
16,600
13,821
14.54
17,559
17,469
14.42
1M SOFR+910
7,680
7,920
7,440
6,675
13.67
32,232
31,525
QuantiTech LLC
02/04/2027
150
148
84,376
80,396
Subordinated Debt/Corporate Notes—10.7% of Net Assets
15.15
3M SOFR+976
22,219
21,568
21,597
Flock Financial, LLC (11)
05/26/2027
34,000
33,329
32,300
Total Subordinated Debt/Corporate Notes
54,897
53,897
Preferred Equity/Partnership Interests—2.6% of Net Assets (6)
1,066
Anteriad Holdings, LP (f/k/a MeritDirect Holdings, LP) (9)
Cartessa Aesthetics, LLC (9)
Gauge Lash Coinvest, LLC - Preferred Equity
64,967
789
Magnolia Topco LP - Class A Preferred Equity (9)
169
Magnolia Topco LP - Class B Preferred Equity (9)
929
554
Mars Intermediate Holdings II, Inc
414
Signature CR Intermediate Holdco, Inc.
1,527
TPC Holding Company, LP (8),(11)
320
(The Vertex Companies, LLC)
9,701
13,280
Common Equity/Partnership Interests/Warrants—23.0% of Net Assets (6)
A1 Garage Equity, LLC (9)
2,340
Affinion Group Holdings, Inc. (Warrants)
04/10/2024
77,190
2,126
AG Investco LP (9)
AG Investco LP (7), (9)
127
3,318
AMCSI Crash Co-Invest, LP (7)
Athletico Holdings, LLC (9)
9,032
293
1,513
740
333
5,451
(Blackhawk Industrial Distribution, Inc.)
173
Delta InvestCo LP
863,299
848
1,542
(Sigma Defense Systems, LLC) (9)
Delta InvestCo LP (7)
277,745
(Sigma Defense Systems, LLC) (7), (9)
eCommission Holding Corporation (11)
1,005
885
1,648
FedHC InvestCo LP (9)
2,060
FedHC InvestCo LP (7),(9)
FedHC InvestCo II LP (9)
2,951
371
889,376
136
4,076
462,827
463
389
Gauge TVC Coinvest, LLC
810,645
2,390
(TVC Enterprises, LLC)
81
401
Go Dawgs Capital III, LP
675,325
675
1,479
(American Insulated Glass, LLC) (9)
Hancock Claims Consultants Investors, LLC (9)
751
1,778
1,118,318
1,118
Icon Partners V C, L.P. (7)
381,682
(40
1,642
2,327
(Data Axle, Inc.)
Ironclad Holdco, LLC
4,566
(Applied Technical Services, LLC) (9)
ITC Infusion Co-invest, LP(9)
1,624
1,775
ITC Rumba, LLC
375,675
1,158
(Cano Health, LLC) (9)
Kentucky Racing Holdco, LLC (Warrants)(9)
1,892
KL Stockton Co-Invest LP
775
(Any Hour Services) (9)
Lariat ecoserv Co-Invest Holdings, LLC (9)
363,656
1,006
902
4,452
Magnolia Topco LP - Class A Common Equity (9)
169,230
Magnolia Topco LP - Class B Common Equity (9)
929,200
Mars Intermidiate Holdings II, Inc.
232
3,326
Meadowlark Title, LLC (9)
4,430
NEPRT Parent Holdings, LLC
1,259
(Recteq, LLC) (9)
NORA Parent Holdings, LLC
North Haven Saints Equity Holdings, LP(9)
3,261
(Tyto Athene, LLC)
OceanSound Discovery Equity, LP
913
2,133
(Holdco Sands Intermediate, LLC) (9)
446,250
446
OHCP V BC COI, L.P. (7)
303,750
PennantPark-TSO Senior Loan Fund II, LP (11)
12,269,640
12,270
12,485
Pink Lily Holdco, LLC (9)
747
3,461
QuantiTech InvestCo LP (9)
712
QuantiTech InvestCo LP (7),(9)
QuantiTech InvestCo II LP (9)
1,052
(Rancho Health MSO, Inc.)
291
(Sales Benchmark Index LLC)
2,059
604
3,294
Class B (US Dominion, Inc.)
(CF512, Inc.)
TAC LifePort Holdings, LLC (9)
250
405
Tower Arch Infolinks Media, LP (9)
536,514
504
951
Tower Arch Infolinks Media, LP (7), (9)
358,931
TPC Holding Company, LP (8). (11)
UniVista Insurance (9)
362
555
WCP Ivyrehab (QP) CF Feeder, LP (9)
3,715,012
4,319
WCP Ivyrehab QP CF Feeder, LP - Unfunded (7) (9)
284,988
231
820
(Wildcat Buyerco, Inc.)
95,037
115,477
816,754
Investments in Non-Controlled, Affiliated Portfolio Companies—10.9% of Net Assets (1), (2)
First Lien Secured Debt—2.1% of Net Assets
Walker Edison Furniture Company LLC
03/31/2027
12.18
1M SOFR+685
7,042
7,043
Walker Edison Furniture Company, LLC - Unfunded Term Loan
667
Walker Edison Furniture Company LLC - Junior Revolver
10,375
10,376
Preferred Equity/Partnership Interests—6.4% of Net Assets(6)
31,032
1,073
32,105
Common Equity/Partnership Interests/Warrants—2.4% of Net Assets (6)
2,065
8,759
Walker Edison Furniture
3,531
11,703
12,290
55,787
Investments in Controlled, Affiliated Portfolio Companies—43.0% of Net Assets (1), (2)
First Lien Secured Debt—9.8% of Net Assets
AKW Holdings Limited (8), (10), (11)
3M SONIA+700
£
40,371
55,388
49,275
Second Lien Secured Debt—0.0% of Net Assets
Mailsouth Inc. (12)
04/23/2025
14,896
12,383
Subordinated Debt—20.4% of Net Assets
PennantPark Senior Loan Fund, LLC (11)
13.37
102,325
Common Equity—12.8% of Net Assets (6)
131
2,385
MSpark, LLC
51,151
16,516
58,580,060
58,643
62,083
75,290
64,468
245,386
Total Investments—219.4% of Net Assets
1,117,927
Cash and Cash Equivalents—7.7% of Net Assets
24,683
14,101
14,092
38,784
Total Investments and Cash Equivalents—227.1% of Net Assets
1,156,711
1,140,422
Liabilities in Excess of Other Assets—(127.1%) of Net Assets
(638,235
Net Assets—100.0%
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
PennantPark Investment Corporation was organized as a Maryland corporation in January 2007. We are a closed-end, externally managed, non-diversified investment company that has elected to be treated as a BDC under the 1940 Act. Our investment objective is to generate both current income and capital appreciation while seeking to preserve capital through debt and equity investments. We invest primarily in U.S. middle-market companies in the form of first lien secured debt, second lien secured debt, subordinated debt and, to a lesser extent, equity investments. On April 24, 2007, we closed our initial public offering. On April 14, 2022, listing and trading of the Company's common stock commenced on the New York Stock Exchange after the Company voluntarily withdrew the principal listing of its common stock from the Nasdaq Stock Market LLC effective at market close on April 13, 2022. Our common stock trades on the New York Stock Exchange under the symbol “PNNT.”
We execute our investment strategy directly and through our wholly owned subsidiaries, our unconsolidated joint venture and unconsolidated limited partnership. The term “subsidiary” means entities that primarily engage in investment activities in securities or other assets and are wholly owned by us. The Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities of securities or other assets other than entities wholly owned by the Company. We comply with the provisions of Section 18 of the 1940 Act governing capital structure and leverage on an aggregate basis with our subsidiaries. Our subsidiaries comply with the provisions of Section 17 of the 1940 Act related to affiliated transactions and custody. To the extent that the Company forms a subsidiary advised by an investment adviser other than the Investment Adviser, the investment adviser to such subsidiaries will comply with the provisions of the1940 Act relating to investment advisory contracts, including but not limited to, Section 15, as if it were an investment adviser to the Company under Section 2(a)(20) of the 1940 Act.
We have entered into an investment management agreement, (the "Investment Management Agreement"), with PennantPark Investment Advisors, LLC (the "Investment Adviser"), an external adviser that manages our day-to-day operations. We have also entered into an administration agreement, (the "Administration Agreement"), with PennantPark Investment Administrator LLC (the"Administrator"), which provides the administrative services necessary for us to operate. PennantPark Investment, through the Administrator, also provides similar services to SBIC II under a separate administration agreement.
On July 31, 2020, we and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP (“Pantheon”) entered into a limited liability company agreement to co-manage PSLF, a newly-formed unconsolidated joint venture. In connection with this transaction, we contributed in-kind our formerly wholly-owned subsidiary, Funding I. As a result of this transaction, Funding I became a wholly-owned subsidiary of PSLF and has been deconsolidated from our financial statements. PSLF invests primarily in middle-market and other corporate debt securities consistent with our strategy. PSLF was formed as a Delaware limited liability company. See Note 4.
In April 2021, we issued $150.0 million in aggregate principal amount of our 2026 Notes at a public offering price per note of 99.4%. Interest on the 2026 Notes is
paid semi-annually on May 1 and November 1 of each year, at a rate of 4.50% per year, commencing November 1, 2021. The 2026 Notes mature on May 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes on any securities exchange or automated dealer quotation system.
In October 2021, we issued $165.0 million in aggregate principal amount of our 2026 Notes-2 at a public offering price per note of 99.436%. Interest on the 2026 Notes is paid semi-annually on May 1 and November 1 of each year, at a rate of 4.00% per year, commencing May 1, 2022. The 2026 Notes-2 mature on November 1, 2026 and may be redeemed in whole or in part at our option subject to a make-whole premium if redeemed more than three months prior to maturity. The 2026 Notes-2 are general, unsecured obligations and rank equal in right of payment with all of our existing and future senior unsecured indebtedness. The 2026 Notes-2 are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, financing vehicles, or similar facilities. We do not intend to list the 2026 Notes-2 on any securities exchange or automated dealer quotation system.
In January 2022, we funded PennantPark-TSO Senior Loan Fund II LP, ("PTSF II"), an unconsolidated limited partnership, organized as a Delaware limited liability partnership. We sold $82.3 million in investments to a wholly-owned subsidiary of PTSF II in exchange for cash in the amount of $75.7 million and an $6.6 million equity interest in PTSF II representing 23.1% of the total outstanding Class A Units of PTSF II. We recognized $0.2 million of realized gain upon the formation of PTSF II. As of September 30, 2024, our capital commitment of $15.0 million is 100% funded and we hold 23.1% of the total outstanding Class A Units of PTSF II and a 4.99% voting interest in the general partner which manages PTSF II.
We are operated by a person who has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and the Investment Adviser intends to continue to affirm the exclusion on an annual basis, and therefore, is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.
2. SIGNIFICANT ACCOUNTING POLICIES
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles, or GAAP requires management to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of income and expenses during the reported periods. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Changes in the economic and regulatory environment, financial markets, the credit worthiness of our portfolio companies and any other parameters used in determining these estimates and assumptions could cause actual results to differ from such estimates and assumptions. We may reclassify certain prior period amounts to conform to the current period presentation. We have eliminated all intercompany balances and transactions in consolidation. References to the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended, or ASC, serve as a single source of accounting literature. Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the Consolidated Financial Statements are issued.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Our Consolidated Financial Statements are prepared in accordance with GAAP, consistent with ASC Topic 946, Financial Services – Investment Companies, and pursuant to the requirements for reporting on Form 10-K/Q and Articles 6, 10 and 12 of Regulation S-X, as appropriate. In accordance with Article 6-09 of Regulation S-X, we have provided a Consolidated Statement of Changes in Net Assets in lieu of a Consolidated Statement of Changes in Stockholders’ Equity.
We expect that there may not be readily available market values for many of the investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy and a consistently applied valuation process, as described in this Report. With respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event to corroborate or revise our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 5.
Security transactions are recorded on a trade-date basis. 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, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects, as applicable, the change in the fair values of our portfolio investments and the Truist Credit Facility during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual PIK interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue discount, or OID, market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. We record prepayment penalties earned on loans and debt investments as income. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. 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. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. As of September 30, 2024,we had two portfolio company on non-accrual, representing 4.1% and 2.3% of our overall portfolio on a cost and fair value basis, respectively. As of September 30, 2023, we had one portfolio company on non-accrual representing 1.2% and zero percent of our overall portfolio on a cost and fair value basis, respectively.
We have complied with the requirements of Subchapter M of the Code and have qualified to be treated as a RIC for federal income tax purposes. In this regard, we account for income taxes using the asset and liability method prescribed by ASC Topic 740, Income Taxes, or ASC 740. Under this method, income taxes are provided for amounts currently payable and for amounts deferred as tax assets and liabilities based on differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Based upon our qualification and election to be treated as a RIC for U.S. federal income tax purposes, we typically do not incur any material federal income taxes. However, we may choose to retain a portion of our calendar year income, which may result in the imposition of an excise tax. Additionally, certain of the Company’s consolidated subsidiaries are subject to federal, state and local income taxes. For the years ended September 30, 2024, 2023, and 2022, we recorded a provision for taxes on net investment income of $2.6 million, $4.3 million and $0.8 million, respectively, which pertains to U.S. federal excise tax.
85
We recognize the effect of a tax position in our Consolidated Financial Statements in accordance with ASC 740 when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not considered to satisfy the “more-likely-than-not” threshold would be recorded as a tax expense or benefit. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. There were no tax accruals relating to uncertain tax positions and no amounts accrued for any related interest or penalties with respect to the periods presented herein. The Company’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although the Company files both federal and state income tax returns, the Company’s major tax jurisdiction is federal.
For the years ended September 30, 2024, 2023 and 2022 the Company recognized a provision for taxes of $0.2 million, $(5.0) million, and $(6.2) million, respectively, on net realized gain on investments by the Taxable Subsidiary. For the years ended September 30, 2024, 2023 and 2022 the Company recognized a provision for taxes of $(0.7) million, $1.6 million, and $(0.9) million, respectively, on net unrealized gain on investments by the Taxable Subsidiary. The provision for taxes on net realized and unrealized gains on investments is the result of netting (i) the expected tax liability on the gains from the sales of investments which were realized and unrealized during fiscal year ending September 30, 2024 and (ii) the expected tax benefit resulting from the use of loss carryforwards to offset such gains. For the year ended September 30, 2024, 2023 and 2022 the Company recognized a provision for taxes $0.5 million, $3.4 million, and $7.1 million, respectively, on net realized and unrealized gains on investments by the Taxable Subsidiary.
Because U.S. federal income tax regulations differ from GAAP, distributions characterized in accordance with tax regulations may differ from net investment income and net realized gains recognized for financial reporting purposes. Differences between tax regulations and GAAP may be permanent or temporary. Permanent differences are reclassified among capital accounts in the Consolidated Financial Statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
Distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid, if any, as a distribution is determined by our board of directors each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually. The tax attributes for distributions will generally include ordinary income and capital gains but may also include certain tax-qualified dividends and/or a return of capital.
Capital transactions, in connection with our dividend reinvestment plan or through offerings of our common stock, are recorded when issued and offering costs are charged as a reduction of capital upon issuance of our common stock.
On June 4, 2024, we entered into equity distribution agreements with Truist Securities, Inc. and Keefe, Bruyette & Woods, Inc. (together, the "Equity Distribution Agreements"), as sales agents (each a "Sales Agent" and together, the "Sales Agents") in connection with the sale of shares of our common stock, with an aggregate offering price of up to $100 million under an at-the-market offering ("ATM Program"). We may offer and sell shares of our common stock from time to time through a Sales Agent in amounts and at times to be determined by us. Actual sales will depend on a variety of factors to be determined by us from time to time, including, market conditions and the trading price of our common stock. The Investment Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the offerings made hereunder will not be less than our current NAV per share. Any such payments made by the Investment Adviser will not be subject to reimbursement by us.
During the year ended September 30, 2024, we issued 71,594 shares of common stock through the ATM Program at an average price of $7.72 per share, raising $0.6 million of net proceeds after commissions to the sales agents and inclusive of proceeds from the Investment Adviser to ensure that all shares were sold at or above NAV, respectively. In connection with the share issuance, we expensed $0.3 million of deferred offering costs incurred related to establishing the ATM Program to additional paid in capital.
1. Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and
2. Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
86
(f) Consolidation
As permitted under Regulation S-X and as explained by ASC paragraph 946-810-45-3, PennantPark Investment will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we have consolidated the results of our SBIC Funds and our Taxable Subsidiary in our Consolidated Financial Statements. We do not consolidate our non-controlling interests in PSLF or PTSF II. See further description of our investment in PSLF in Note 4.
(g) Asset Transfers and Servicing
Asset transfers that do not meet ASC Topic 860, Transfers and Servicing, requirements for sale accounting treatment are reflected in the Consolidated Statements of Assets and Liabilities and the Consolidated Schedules of Investments as investments.
(h) Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. FASB approved an (optional) two year extension to December 31, 2024, for transitioning away from LIBOR. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the year ended September 30, 2024, the effect of which was not material to the consolidated financial statements and the notes thereto.
In November 2023, the Financial Accounting Standards Board (FASB) issues ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. ASU 2023-07 expands public entities' segment disclosure by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosure of a reportable segment's profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for our fiscal years beginning December 15, 2024, and should be applied on a retrospective basis to all periods presented, noting early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
(a) Investment Management Agreement
The Investment Management Agreement with the Investment Adviser was reapproved by our board of directors, including a majority of our directors who are not interested persons of us or the Investment Adviser, in May 2024. Under the Investment Management Agreement, the Investment Adviser, subject to the overall supervision of our board of directors, manages the day-to-day operations of and provides investment advisory services to us. SBIC II’s investment management agreement had no effect on the management or incentive fees that we pay to the Investment Adviser on a consolidated basis. For providing these services, the Investment Adviser receives a fee from us, consisting of two components— a base management fee and an incentive fee or, collectively, Management Fees.
Base Management Fee
The base management fee is calculated at an annual rate of 1.50% of our “average adjusted gross assets,” which equals our gross assets (exclusive of U.S. Treasury Bills, temporary draws under any credit facility, cash and cash equivalents, repurchase agreements or other balance sheet transactions undertaken at the end of a fiscal quarter for purposes of preserving investment flexibility for the next quarter and unfunded commitments, if any) and is payable quarterly in arrears. In addition, on November 13, 2018, in connection with our board of directors’ approval of the application of the modified asset coverage requirements under the 1940 Act to the Company, our board of directors also approved an amendment to the Investment Management Agreement reducing the Investment Adviser’s annual base management fee from 1.50% to 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter-end. This amendment became effective on February 5, 2019 with the amendment and restatement of the Investment Management Agreement on April 12, 2019. The base management fee is calculated based on the average adjusted gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. For example, if we sold shares on the 45th day of a quarter and did not use the proceeds from the sale to repay outstanding indebtedness, our gross assets for such quarter would give effect to the net proceeds of the issuance for only 45 days of the quarter during which the additional shares were outstanding. For periods prior to January 1, 2018, the base management fee was calculated at an annual rate of 2.00% of our “average adjusted gross assets.” For the years ended September 30, 2024, 2023, and 2022, the Investment Adviser earned base management fees of $16.7 million, $16.5 million, and $19.8 million, respectively, from us.
Incentive Fee
One part is calculated and payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter. For this purpose, Pre-Incentive Fee Net Investment Income means interest income, dividend income and any other income, including any other fees (other than fees for providing managerial assistance), such as amendment, commitment, origination, prepayment penalties, structuring, diligence and consulting fees or other fees received from portfolio companies, accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement and any interest expense or amendment fees under any credit facility and distribution paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero-coupon securities), accrued income not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a percentage of the value of our net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7.00% annualized). We pay the Investment Adviser an incentive fee with respect to our Pre- Incentive Fee Net Investment Income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which our Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.75%, (2) 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1212% in any calendar quarter (8.4848% annualized), and (3) 17.5% of the amount of our Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.1212% in any calendar quarter. These calculations are pro-rated for any share issuances or repurchases during the relevant quarter, if applicable.
For the years ended September 30, 2024, 2023, and 2022, the Investment Adviser earned $12.7 million, $13.9 million, and $2.7 million, respectively, in incentive fees on net investment income from us.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date) and, effective January 1, 2018, equals 17.5% of our realized capital gains, (20.0)% for periods prior to January 1, 2018), if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. For the years ended September 30, 2024, 2023, and 2022, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under the Investment Management Agreement (as described above).
Under GAAP, we are required to accrue a capital gains incentive fee based upon net realized capital gains and net unrealized capital appreciation and depreciation on investments held at the end of each period. In calculating the capital gains incentive fee accrual, we considered the cumulative aggregate unrealized capital appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement. This accrual is calculated using the aggregate cumulative realized capital gains and losses and cumulative unrealized capital appreciation or depreciation. If such amount is positive at the end of a period, then we record a capital gains incentive fee equal to 17.5% of such amount, less the aggregate amount of actual capital gains related to incentive fees paid in all prior years, if any. If such amount is negative, then there is no accrual for such year. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the years ended September 30, 2024, 2023, and 2022, the Investment Adviser did not accrue an incentive fee on capital gains as calculated under GAAP.
(b) Administration Agreement
The Administration Agreement with the Administrator was reapproved by our board of directors, including a majority of our directors who are not interested persons of us, in May 2024. Under the Administration Agreement, the Administrator provides administrative services and office facilities to us. The Administrator has provided similar services to SBIC II under its administration agreement with PennantPark Investment. For providing these services, facilities and personnel, we have agreed to reimburse the Administrator for its allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer, Chief Financial Officer, Corporate Counsel and their respective staffs. The Administrator also offers, on our behalf, significant managerial assistance to portfolio companies to which we are required to offer such assistance. Reimbursement for certain of these costs is included in administrative services expenses in the Consolidated Statements of Operations. For the years ended September 30, 2024, 2023, and 2022, we recorded $1.2 million, $1.3 million and $0.5 million, respectively, for services described above.
(c) Other Related Party Transactions
The Company, the Investment Adviser and certain other affiliates have been granted an order for exemptive relief by the SEC for the Company to co-invest with other funds managed by the Investment Adviser. If we co-invest with other affiliated funds, our Investment Adviser would not receive compensation except to the extent permitted by the exemptive order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
There were no transactions subject to Rule 17a-7 under the 1940 Act during each of the years ended September 30, 2024, 2023, and 2022.
For the years ended September 30, 2024, 2023, and 2022, we sold $308.8 million, $127.8 million, and $395.3 million in investments to PSLF at fair value, respectively, and recognized $0.2 million, $(0.2) million and $0.2 million of net realized gain(loss), respectively.
For the years ended September 30, 2024 and 2023, we sold zero and zero in investments to PTSF II at fair value, respectively, and recognized zero and zero of net realized gains, respectively.
As of September 30, 2024 and 2023, PNNT had a payable to PSLF and PTSF II of less than $0.1 million and $4.1 million, respectively, presented as a due to affiliates on the consolidated statement of assets and liabilities. These amounts are related to cash owed to PSLF and PTSF II from PNNT in connection with trades between the funds.
As of September 30, 2024 and September 30, 2023, PNNT had a receivable from Administrator of $0.2 million and zero, respectively, presented as a due from affiliates on the consolidated statement of assets and liabilities. These amounts are related to agency fees collected on behalf of the Company.
4. INVESTMENTS
Purchases of investments, including PIK interest, for the years ended September 30, 2024, 2023, and 2022 totaled $784.2 million, $279.9 million, and $943.0 million, respectively (excluding U.S. Government Securities). Sales and repayments of investments for the same periods totaled $555.4 million, $418.6 million, and $911.6 million, respectively (excluding U.S. Government Securities).
Investments and cash and cash equivalents consisted of the following ($ in thousands):
Investment Classification ($ in thousands)
Fair Value
First lien
700,390
667,926
538,737
527,657
U.S. Government Securities
Second lien
68,470
96,759
Subordinated debt / corporate notes
65,865
65,804
Subordinated notes in PSLF
Equity
199,173
243,699
166,798
175,538
Equity in PSLF
Cash and cash equivalents
Total investments and cash and cash equivalents
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets (excluding cash and cash equivalents) in such industries as of:
Industry Classification
September 30, 2024 (1)
September 30, 2023 (1)
Total
100
89
Additionally, PSLF, through its wholly-owned subsidiary, or PSLF Subsidiary, has entered into a $400 million (increased from $325.0 million in August 2024) senior secured revolving credit facility, or the PSLF Credit Facility, with BNP Paribas, which bears interest at SOFR (or an alternative risk-free interest rate index) plus 260 basis points during the investment period, subject to leverage and borrowing base restrictions.
In March 2022, PSLF completed a $304.0 million debt securitization in the form of a collateralized loan obligation, or the “2034 Asset-Backed Debt”. The 2034 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO IV, LLC., a wholly-owned and consolidated subsidiary of PSLF, consisting primarily of middle market loans and participation interests in middle market loans. The 2034 Asset-Backed Debt is scheduled to mature in April 2034. On the closing date of the transaction, in consideration of PSLF’s transfer to PennantPark CLO IV, LLC. of the initial closing date loan portfolio, which included loans distributed to PSLF by certain of its wholly owned subsidiaries and us, PennantPark CLO IV, LLC. transferred to PSLF 100% of the Preferred Shares of PennantPark CLO IV, LLC. and 100% of the Subordinated Notes issued by PennantPark CLO IV, LLC. As of September 30, 2024 and 2023, there was $246.0 million of external 2034 Asset-Backed Debt.
On July 26, 2023, CLO VII completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. As of September 30, 2024 and 2023 there was $246.0 million of external 2035 Asset-Backed Debt.
91
92
Below is a listing of PSLF’s individual investments as of September 30, 2023 ($ in thousands):
94
Below is the consolidated statements of assets and liabilities for PSLF ($ in thousands):
*For the years ended of September 30, 2024 and 2023, PSLF had zero million and $0.5 million, respectively, of unfunded commitments to fund investments.
* No management or incentive fees are payable by PSLF
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
95
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. Generally, most of our investments, our Truist Credit Facility and our SBA debentures are classified as Level 3. Our 2026 Notes and 2026 Notes-2 are classified as Level 2, as they are financial instruments with readily observable market inputs. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions 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 were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable orderly market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as debt and equity investments in the form of first lien secured debt, second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by our Investment Adviser and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments valued using unobservable inputs are included in Level 3 of the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.
In addition to using the above inputs to value cash equivalents, investments, our SBA debentures, our 2026 Notes, our 2026-2 Notes and our Truist Credit Facility, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market approach valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Investment Adviser assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such bids do not reflect the fair value of an investment, it may independently value such investment by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available. In accordance with ASC 820, we do not categorize any investments for which fair value is measured using the net asset value per share within the fair value hierarchy.
The remainder of our investment portfolio and our long-term Truist Credit Facility are valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that our board of directors may take into account in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an earnings before interest, taxes, depreciation and amortization, or EBITDA, multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA multiple will have the opposite effect.
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes ($ in thousands):
Asset Category ($ in thousands)
Fair value at September 30, 2024
Valuation Technique
Unobservable Input
Range of Input(Weighted Average) (1)
13,841
Market Comparable
Broker/Dealer bids or quotes
621,998
Market yield
7.0% - 21.4% (10.2%)
First Lien
32,087
Enterprise Market Value
EBITDA multiple
0.9x - 8.4x (8.4x)
63,803
13.1% - 18.5% (13.9%)
181,690
5.0% - 16.5% (14.1%)
235,573
0.4x - 18.8x (9.4x)
Total Level 3 investments
1,152,369
Debt Category ($ in thousands)
5.4%
96
Fair value at September 30, 2023
15,090
512,567
7.0% - 25.0% (11.4%)
9,512
70,884
14.2% - 20.8% (15.9%)
156,222
13.4% - 18.8% (14.3%)
161,895
0.5x - 17.7x (10.9x)
DLOM (2)
27.9x
927,328
2.4%
Our investments, cash and cash equivalents, Credit Facility, SBA debentures, 2026 Notes and 2026 Notes-2 were categorized as follows in the fair value hierarchy ($ in thousands):
Fair Value at September 30, 2024
Description ($ in thousands)
Level 1
Level 2
Level 3
Measured at Net Asset Value (1)
Debt investments
916,796
U.S. Government Securities(3)
Equity investments
311,622
76,049
2026 Notes(2)
2026 Notes-2(2)
Total debt
772,012
311,651
Fair Value at September 30, 2023
764,275
237,621
163,053
74,568
2026 Notes (2)
2026-2 Notes (2)
516,835
309,895
The tables below show a reconciliation of the beginning and ending balances for investments measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
Totals
Beginning Balance
Net realized gain (loss)
(23,028
(10,053
(33,081
Net change in unrealized appreciation (depreciation)
(5,374
35,990
30,616
Purchases, PIK interest, net discount accretion and non-cash exchanges
726,526
59,520
786,046
Sales, repayments and non-cash exchanges
(545,603
(12,937
(558,540
Transfers in/out of Level 3
Ending Balance
Net change in unrealized appreciation reported within the net change in unrealized appreciation on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date
(21,133
25,461
4,328
902,165
257,162
1,159,327
(17,070
(128,078
(145,148
8,446
46,893
55,339
253,353
24,045
277,398
(382,619
(36,969
(419,588
(488
(37,015
(37,503
The table below shows a reconciliation of the beginning and ending balances for liabilities measured at fair value using significant unobservable inputs (Level 3) ($ in thousands):
Long-Term Credit Facility
Beginning Balance (cost – $212,420 and $385,920, respectively)
376,687
Net change in unrealized (depreciation) appreciation included in earnings
Borrowings (1)
Repayments (1)
Transfers in and/or out of Level 3
Ending Balance (cost – $461,456 and $212,420 respectively)
Temporary draws outstanding, at cost
As of September 30, 2024, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below (£, CAD and $ in thousands):
Foreign Currency
Amount Borrowed
Borrowing Cost
Current Value
Reset Date
Change in Fair Value
British Pound
36,000
49,420
48,289
December 28, 2024
(1,131
Canadian dollar
CAD 2,800
2,036
2,073
October 23, 2024
As of September 30, 2023, we had outstanding non-U.S. dollar borrowings on our Truist Credit Facility. Net change in fair value on foreign currency translation on outstanding borrowings is listed below (£, CAD and $ in thousands):
43,940
December 28, 2023
(5,480
Generally, the carrying value of our consolidated financial liabilities approximates fair value. We have adopted the principles under ASC Subtopic 825-10, Financial Instruments, or ASC 825-10, which provides companies with an option to report selected financial assets and liabilities at fair value, and made an irrevocable election to apply ASC 825-10 to our Truist Credit Facility. We elected to use the fair value option for the Truist Credit Facility to align the measurement attributes of both our assets and liabilities while mitigating volatility in earnings from using different measurement attributes. Due to that election and in accordance with GAAP, we incurred expenses of zero, zero, and $5.1 million relating to amendment costs on the Truist Credit Facility during the years ended September 30, 2024, 2023, and 2022, respectively. ASC 825-10 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities and to more easily understand the effect on earnings of a company’s choice to use fair value.
ASC 825-10 also requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Truist Credit Facility are reported in our Consolidated Statements of Operations. We did not elect to apply ASC 825-10 to any other financial assets or liabilities, including the 2024 Notes, the 2026 Notes, the 2026 Notes-2 and the SBA debentures.
For the year ended September 30, 2024, 2023, and 2022 the Credit Facility had a net change in unrealized (appreciation) depreciation of $(4.4) million, $(3.8) million and $7.5 million, respectively. As of September 30, 2024, 2023, and 2022, the net unrealized (appreciation) depreciation on Truist Credit Facility totaled $1.1 million, $5.5 million, and $9.2 million, respectively. We use an independent valuation service to measure the fair value of our Truist Credit Facility in a manner consistent with the valuation process that our board of directors uses to value our investments.
6. TRANSACTIONS WITH AFFILIATED COMPANIES
An affiliated portfolio company is a company in which we have ownership of 5% or more of its voting securities. A portfolio company is generally presumed to be a non-controlled affiliate when we own at least 5% but 25% or less of its voting securities and a controlled affiliate when we own more than 25% of its voting securities. Transactions related to our funded investments with both controlled and non-controlled affiliates for the year ended September 30, 2024 and 2023 were as follows ($ in thousands):
Name of Investment
Fair Value atSeptember 30, 2023
GrossAdditions(1)
GrossReductions
Net Change inAppreciation /(Depreciation)
InterestIncome
PIKIncome
Dividend Income
Net RealizedGains(Losses)
Controlled Affiliates
51,660
2,687
60,798
3,820
Flock Financial, LLC (5)
20,816
(5,306
1,029
48,839
1,341
1,397
(5,305
JF Intermediate, LLC (JF Holdings Corp.) (2)
51,912
(375
30,562
90,858
5,536
Mailsouth Inc.
(28,899
28,899
PennantPark Senior Loan Fund, LLC (3)
164,408
22,353
(2,952
183,809
15,041
RAM Energy LLC (4)
(795
Total Controlled Affiliates
257,127
97,768
(34,580
63,989
Non-Controlled Affiliates
(2,843
13,907
3,012
(12,758
4,161
Total Non-Controlled Affiliates
46,012
(15,601
Total Controlled and Non-Controlled Affiliates
303,139
100,780
417,727
4,431
Fair Value atSeptember 30, 2022
45,995
3,069
2,806
139,109
23,595
1,704
12,619
RAM Energy LLC
74,282
(162,708
88,426
259,386
26,191
93,199
(1,604
1,969
6,694
Walker Edison Furniture Company LLC (2)
17,162
(3,255
34,760
18,176
294,146
44,367
270,839
15,498
3,221
7. CHANGE IN NET ASSETS FROM OPERATIONS PER COMMON SHARE
The following information sets forth the computation of basic and diluted per share net increase in net assets resulting from operations ($ in thousands, except per share data):
Numerator for net increase (decrease) in net assets resulting from operations
Denominator for basic and diluted weighted average shares
65,246,011
65,224,500
66,254,150
Basic and diluted net increase (decrease) in net assets per share resulting from operations
8. TAXES AND DISTRIBUTIONS
Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal tax regulations, which may materially differ from amounts determined in accordance with GAAP. These book-to-tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are reclassified to undistributed net investment income, accumulated net realized gain or paid-in-capital, as appropriate. Distributions from net realized capital gains, if any, are normally declared and paid annually, but the Company may make distributions on a more frequent basis to comply with the distribution requirements for RICs under the Code.
As of September 30, 2024 and 2023, the cost of investments for federal income tax purposes approximates the amortized cost reported in the Consolidated Schedule of Investments.
The following amounts were reclassified for tax purposes ($ in thousands):
Increase (Decrease) in paid-in capital
(2,800
(1,703
(25,577
Increase (Decrease) in accumulated net realized gain
(11,993
(1,494
18,347
Increase in undistributed net investment income
14,793
3,197
7,230
The following reconciles net (decrease) increase in net assets resulting from operations to taxable income ($ in thousands):
48,852
33,646
156,757
(34,756
Net change in unrealized (appreciation) depreciation on investments and debt
(22,428
(57,417
103,439
Other book-to-tax differences
9,268
(6,006
9,490
Other non-deductible expenses
5,766
3,691
Taxable income before dividends paid deduction
72,583
65,293
57,124
The components of undistributed taxable income on a tax basis and reconciliation to accumulated deficit on a book basis are as follows:
Undistributed net investment income – tax basis
65,962
62,710
46,283
Short-term realized loss carried forward
(3,397
(1,699
(2,065
Long-term realized loss carried forward
(287,545
(379,074
(103,119
Distributions payable and other book to tax differences
(37,435
83,860
(37,103
Net unrealized appreciation (depreciation) on investments and debt
(10,141
(66,665
Total accumulated deficit – book basis
(162,669
The tax characteristics of distributions declared are as follows:
Ordinary income (including short-term gains, if any)
57,420
49,571
36,590
Long-term capital gain
Total distributions
Total distributions declared per share
0.88
0.76
0.56
9. CASH AND CASH EQUIVALENTS
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule of Investments. At the end of each fiscal quarter, we may take proactive steps to preserve investment flexibility for the next quarter by investing in cash equivalents, which is dependent upon the composition of our total assets at quarter-end. We may accomplish this in several ways, including purchasing U.S. Treasury Bills and closing out positions on a net cash basis after quarter-end, temporarily drawing down on the Truist Credit Facility, or utilizing repurchase agreements or other balance sheet transactions as are deemed appropriate for this purpose. These amounts are excluded from average adjusted gross assets for purposes of computing the Investment Adviser’s management fee. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of September 30, 2024 and 2023, cash and cash equivalents consisted of money market funds, and non-money market in the amounts of $38.8 million and $11.1 million and $24.7 million and $14.1 million at fair value, respectively.
10. FINANCIAL HIGHLIGHTS
Below are the financial highlights for each of the years ended September 30, ($in thousands, except per share data):
2021
2020
Per Share Data:
Net asset value, beginning of year
8.98
7.84
8.68
Net investment income (1)
0.54
0.58
Net realized and unrealized (loss) gain (1)
(0.17
(1.52
(1.03
1.94
(0.82
Net (decrease) increase in net assets resulting from operations (1)
2.48
(0.24
Distributions to stockholders (1), (2)
(0.88
(0.76
(0.56
(0.48
(0.60
Distribution of realized gains
Total distributions to stockholders
(Dilutive) effect of common stock issuance
(0.01
Repurchase of common stock (1)
Net asset value, end of year
Per share market value, end of year
6.99
6.58
5.46
6.49
3.19
Total return (3)
20.54
13.64
(8.42
120.98
(39.62
Shares outstanding at end of year
65,296,094
67,045,105
Ratios / Supplemental Data:
Ratio of operating expenses to average net assets (4), (6)
7.73
7.75
4.17
3.74
4.91
Ratio of interest and expenses on debt to average net assets (5)
7.55
5.19
3.73
6.22
Ratio of total expenses to average net assets (5), (6)
16.78
15.30
9.36
7.47
Ratio of net investment income to average net assets (5)
6.74
7.01
Net assets at end of year
525,709
Weighted average debt outstanding (7)
693,573
656,776
695,267
649,666
794,641
Weighted average debt per share (1), (7)
10.07
9.69
11.85
Asset coverage per unit (8)
Average market value per unit (9), (10)
Portfolio turnover ratio
43.99
32.58
70.41
37.74
12.74
* The expense and investment income ratios do not reflect the Company's proportionate share of income and expenses of PSLF and PTSF II.
11. DEBT
The annualized weighted average cost of debt for the years ended September 30, 2024, 2023, and 2022, inclusive of the fee on the undrawn commitment and amendment costs on the Truist Credit Facility and amortized upfront fees on 2026 Notes-2, was 6.5%, 6.0%, and 4.8%, respectively. As of September 30, 2024, in accordance with the 1940 Act, with certain limited exceptions, we are only allowed to borrow amounts such that we are in compliance with the 150% asset coverage ratio requirement after such borrowing, excluding SBA debentures, pursuant to exemptive relief from the SEC received in June 2011.
On February 5, 2019, our stockholders approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Consolidated Appropriations Act of 2018 (which includes the Small Business Credit Availability Act, or SBCAA) as approved by our board of directors on November 13, 2018. As a result, the asset coverage requirement applicable to us for senior securities was reduced from 200% (i.e., $1 of debt outstanding for each $1 of equity) to 150% (i.e., $2 of debt outstanding for each $1 of equity), subject to compliance with certain disclosure requirements. As of September 30, 2024 and 2023, our asset coverage ratio, as computed in accordance with the 1940 Act, was 164% and 195%, respectively.
101
As of September 30, 2024, we had the multi-currency Truist Credit Facility for up to $475.0 million, which may be further increased up to $750.0 million in borrowings with certain lenders and Truist Bank (formerly SunTrust Bank), acting as administrative agent, Regions Bank, acting as an additional multicurrency lender, and JPMorgan Chase Bank, N.A., acting as syndication agent for the lenders. As of September 30, 2024 and 2023, we had $461.5 million and $212.4 million, respectively, in outstanding borrowings under the Truist Credit Facility. The Truist Credit Facility had a weighted average interest rate of 7.2% and 7.7%, respectively, exclusive of the fee on undrawn commitment, as of September 30, 2024 and 2023. The Truist Credit Facility is a revolving facility with a stated maturity date of July 29, 2027 for $475.0 million of the total commitments and pricing set at 235 basis points over SOFR. As of September 30, 2024 and 2023, we had $13.5 million and $262.6 million of unused borrowing capacity under the Truist Credit Facility, respectively, subject to leverage and borrowing base restrictions. The Truist Credit Facility is secured by substantially all of our assets. As of September 30, 2024, we were in compliance with the terms of the Truist Credit Facility.
SBA Debentures
SBIC II was historically able to borrow funds from the SBA against regulatory capital (which approximates equity capital) that is paid-in and is subject to customary regulatory requirements including an examination by the SBA. We previously funded SBIC II with $75.0 million of equity capital and it had SBA debentures outstanding of zero as of September 30, 2024 and 2023,. SBA debentures are non-recourse to us and may be prepaid at any time without penalty. The interest rate of SBA debentures is fixed at the time of issuance, often referred to as pooling, at a market-driven spread over 10-year U.S. Treasury Notes. Under current SBA regulations, a SBIC may individually borrow to a maximum of $175.0 million, which is up to twice its potential regulatory capital, and as part of a group of SBICs under common control may borrow a maximum of $350 million in the aggregate.
2026 Notes-2
12. COMMITMENTS AND CONTINGENCIES
From time to time, we, the Investment Adviser or the Administrator may be a party to legal proceedings, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Unfunded debt and equity investments, if any, are disclosed in the Consolidated Schedules of Investments. Under these arrangements, we may be required to supply a letter of credit to a third party if the portfolio company were to request a letter of credit. As of September 30, 2024 and 2023, we had $373.9 million and $160.8 million, respectively, in commitments to fund investments. Additionally, the Company had unfunded commitments of up to $52.5 million and $22.4 million to PSLF as of September 30, 2024 and 2023, respectively, that may be contributed primarily for the purpose of funding new investments approved by PSLF board of directors or investment committee.
13. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES
We must determine which, if any, of our unconsolidated controlled portfolio companies is a "significant subsidiary" within the meaning of Regulation S-X. We have determined that, as of September 30, 2024, PennantPark Senior Loan Fund, LLC and JF Intermediate, LLC triggered at least one of the significance tests. In accordance with Rule 3-09, separate audited financial statements of JF Intermediate, LLC for the years ended September 30, 2024, 2023, and 2022 will be filed via Form 10-K/A at a later date. Similar, in accordance with Rule 3-09 of Regulation S-X, separate audited financial statements of PennantPark Senior Loan Fund, LLC for the years ended September 30, 2024, 2023, and 2022 are being filed hereith as Exhibit 99.3 and Exhibit 99.4.
In December 2023, the JF Intermediate LLC became controlled affiliate. Below is certain selected key financial data from JF Intermediate, LLC Balance Sheet at September 30, 2024 and 2023, and the twelve months ended September 30, 2024, 2023 and 2022 Income Statement for the periods in which our investment in JF Intermediate, LLC exceeded the threshold in at least one of the tests under Rule 3-09 of Regulation S-X (amounts in thousands).
JF Intermediate, LLC (Unaudited):
Balance Sheet
Current assets
278,646
194,468
Noncurrent assets
120,808
82,492
Current liabilities
181,517
115,073
Noncurrent liabilities
246,278
170,378
Income Statement
Total revenue
832,069
586,579
543,186
851,180
600,412
549,550
Net loss
(19,111
(13,833
(6,364
14. STOCK REPURCHASE PROGRAM
On February 9, 2022, we announced a share repurchase program which allows us to repurchase up to $25 million of our outstanding common stock in the open market at prices below our net asset value as reported in our then most recently published consolidated financial statements. The program expired on March 31, 2023. During the year ended September 30, 2024 and September 30, 2023, we did not make any repurchase of our common shares.
103
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
As of September 30, 2024, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Management’s Report on Internal Control Over Financial Reporting, which appears on page 61 of this Form 10-K, is incorporated by reference herein.
As of September 30, 2024, management remediated the material weakness previously identified as of September 30, 2023 relating to(a) the operation of our internal controls over financial reporting relating to our review of interest income and non-accrual classification of investments and (b) in the operation of our internal controls over financial reporting relating to our review of interest income and non-accrual classification of investments. Although this material weakness did not result in any material misstatement of our consolidated financial statements, there is a possibility it could have led to a material misstatement of account balances or disclosures that were not prevented or detected.
Management remediated the material weaknesses identified as of September 30, 2023 by enhancing (a) existing controls to ensure the appropriate review of the quarterly cash and investment reconciliation and that it is adequately documented so as to provide evidence that the controls are operating effectively, (b) existing controls to ensure that our internal controls over financial reporting relating to our analysis of interest income and assessment of investments for classification as non-accrual investments are operating effectively and (c) policies and procedures to demonstrate a commitment to improving our overall control environment.
As a result of the remediation activities, management has determined that management's control were designed appropriately and a sufficient level of precision, and have been operating effectively for a sufficient period of time, such that the material weakness previously identified as of September 30, 2023 has been remediated as of September 30, 2024.
Except as noted above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
10b5-1 Disclosure
None of the officers or directors of the Company have adopted or terminated any Rule 10b5-1 trading arrangements applicable to them (if any) or the Company.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
We will file a definitive Proxy Statement for our 2025 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G (3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 11. Executive Compensation
The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
3.1
Articles of Incorporation (Incorporated by reference to Exhibit 99(a) to the Registrant’s Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2/A (File No. 333-140092), filed on April 5, 2007).
3.2
Articles of Amendment to Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2024).
3.3
Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on May 11, 2020).
4.1
Form of Share Certificate (Incorporated by reference to Exhibit 99(d)(1) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
4.2
Base Indenture, dated as of January 22, 2013, relating to the 6.25% Senior Notes due 2025, between the Registrant and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 99(d)(8) to the Registrant’s Post-Effective Amendment No.4 to the Registration Statement on Form N-2/A (File No.333-172524), filed on January 22, 2013).
4.3
Fourth Supplemental Indenture, dated as of April 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 814-00736), filed April 22, 2021).
4.4
Form of 4.50% Notes due 2026 (included as part of Exhibit 4.3).
4.5
Fifth Supplemental Indenture, dated as of October 21, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (File No. 814-00736), filed on October 21, 2021).
Form of 4.00% Notes due 2026 (included as part of Exhibit 4.5).
4.7
Description of Securities (Incorporated by reference to Exhibit 4.7 to the Registrant’s Form 10-K (File No. 814-00736), filed November 21, 2019).
10.1
Amended and Restated Administration Agreement, dated as of May 20, 2024, between the Registrant and PennantPark Investment Administration, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2024).
10.2
Dividend Reinvestment Plan (Incorporated by reference to Exhibit 99(e) to the Registrant’s Registration Statement on Form N-2 (File No. 333-150033), filed on April 2, 2008).
10.3
First Omnibus Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement, dated as of May 25, 2017, among the Registrant, the lenders party thereto and SunTrust Bank, as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2017).
10.4
Indemnification Agreement, dated as of November 15, 2016, between PennantPark Investment Corporation and each of the directors and officers listed on Schedule A attached thereto (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736) filed on November 21, 2016).
10.5
Fourth Amended and Restated Investment Advisory Management Agreement, dated as of May 20, 2024, between the Registrant and PennantPark Investment Advisers, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736) filed on August 7, 2024).
10.6
Second Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 4, 2019, by and among PennantPark Investment Corporation, as borrower, the lenders party thereto, SunTrust Bank, as administrative agent and collateral agent, and solely with respect to Section 4.9, PNNT CI (GALLS) Prime Investment Holdings, LLC, PNNT Investment Holdings, LLC, PNNT New Gulf Resources, LLC, PNNT ecoserve, LLC and PNNT Cascade Environmental Holdings, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on September 4, 2019).
10.7
Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of July 31, 2020, by and among PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD) and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on August 4, 2020).
10.8
First Amendment to the Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of October 31, 2020, by and among PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Pantheon Credit Opportunities II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Tubera Credit 2020 and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No. 814-00736), filed on November 19, 2020).
10.9
Second Amendment to the Amended and Restated Limited Liability Company Agreement of PennantPark Senior Loan Fund, LLC, dated as of October 31, 2020, by and among PennantPark Investment Corporation, Pantheon Private Debt Program SCSp SICAV – RAIF In Respect Of Its Compartment Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Pantheon Credit Opportunities II (USD), Pantheon Private Debt Program SCSp SICAV-RAIF In Respect Of Its Compartment Tubera Credit 2020 and Solutio Premium Private Debt I SCSp (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on September 4, 2024).
Fifth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement and Second Amended and Restated Guarantee and Security Agreement, dated as of July 29, 2022, among the Registrant, the lenders party thereto and Truist Bank, as administrative agent for the lenders (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q (File No. 814-00736), filed on August 3, 2022).
Equity Distribution Agreement, dated as of June 4, 2024, by and among PennantPark Investment Corporation, PennantPark Investment Advisers, LLC, PennantPark Investment Administration, LLC and Truist Securities, Inc., as the sales agent (Incorporated by reference to Ex. 1.1 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on June 4, 2024).
10.12
Equity Distribution Agreement, dated as of June 4, 2024 by and among PennantPark Investment Corporation, PennantPark Investment Advisers, LLC, PennantPark Investment Administration, LLC and Keefe, Bruyette & Woods, Inc., as the sales agent (Incorporated by reference to Ex. 1.2 to the Registrant’s Current Report on Form 8-K (File No. 814-00736), filed on June 4, 2024).
10.13
Sixth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 25, 2024, by and among PennantPark Investment Corporation and Truist Bank, as administrative agent. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 814-00736), filed on August 7, 2024).
14.1
Joint Code of Ethics of the Registrant (Incorporated by reference to Exhibit 14.1 to the Registrant's Annual Report on Form 10-K (File No. 814-00736), filed on December 8, 2023).
19.1
Insider Trading Policy (included in the Joint Code of Ethics of the Registrant) (Incorporated by reference to Exhibit 14.1 to this Annual Report on Form 10-K).
21.1*
Subsidiaries of the Registrant.
23.1*
Consent of RSM US LLP.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.
32.1*
Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K (File No. 814-00736), filed on December 8, 2023).
99.1
Privacy Policy of the Registrant (Incorporated by reference to Exhibit 99.1 to the Registrant's Annual REport on Form 10-K (File No. 814-00736), filed on December 8, 2023).
99.2*
Report of RSM US LLP on Senior Securities Table.
99.3*
Audited Consolidated Financial Statement of PennantPark Senior Loan Fund LLC for the Year Ended September 30, 2024 and 2023.
99.4*
Audited Consolidated Financial Statement of PennantPark Senior Loan Fund LLC for the Year Ended September 30, 2023 and 2022.
101.INS*
Inline XBRL Instance Document
191.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL 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
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on November 25, 2024.
By:
/s/ ARTHUR H. PENN
Name:
Arthur H. Penn
Title:
Chief Executive Officer and Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
/s/ RICHARD T. ALLORTO, JR.
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Richard T. Allorto, Jr.
/s/ ADAM K. BERNSTEIN
Director
Adam K. Bernstein
/s/ JEFFREY FLUG
Jeffrey Flug
/s/ MARSHALL BROZOST
Marshall Brozost
/s/ SAMUEL L. KATZ
Samuel L. Katz
/s/ JOSÉ A. BRIONES, JR
José A. Briones, Jr.