8-K

Palmer Square Capital BDC Inc. (PSBD)

8-K 2024-11-05 For: 2024-11-05
View Original
Added on April 12, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 05, 2024

Palmer Square Capital BDC Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland 814-01334 84-3665200
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
1900 Shawnee Mission Parkway, Suite 315
Mission Woods, Kansas 66205
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 816 994-3200
---

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share PSBD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2024, Palmer Square Capital BDC Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01 Regulation FD Disclosure.

Additionally, on November 5, 2024, the Company made available on its website, www.palmersquarebdc.com, a supplemental investor presentation with respect to the third quarter 2024 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated November 5, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Palmer Square Capital BDC Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PALMER SQUARE CAPITAL BDC INC.
Date: November 5, 2024 By: /s/ Jeffrey D. Fox
Jeffrey D. Fox, Chief Financial Officer

EX-99.1

Exhibit 99.1

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Palmer Square Capital BDC Inc. Announces Third Quarter 2024 Financial Results

Declares Fourth Quarter 2024 Base Dividend of $0.42 Per Share with Supplemental Dividend

Expected to be Announced in December

MISSION WOODS, Kansas, November 5, 2024 — Palmer Square Capital BDC Inc. (NYSE: PSBD) (“PSBD” or the “Company”), an externally managed business development company, today announced its financial results for the third quarter ended September 30, 2024.

Financial and Operating Highlights

  • Total investment income of $37.3 million for the third quarter of 2024, compared to $28.8 million for the prior year period
  • Net investment income of $15.7 million or $0.48 per share for the third quarter of 2024, as compared to $14.8 million or $0.57 per share for the comparable period last year
  • Net asset value of $16.61 per share as of September 30, 2024, compared to $16.85 per share as of June 30, 2024
  • Total net realized and unrealized losses of $8.2 million for the third quarter of 2024, compared to gains of $19.0 million in the third quarter of 2023
  • As of September 30, 2024, total assets were $1.4 billion and total net assets were $541.9 million
  • Debt-to-equity as of September 30, 2024 was 1.52x, compared to 1.49x as of June 30, 2024
  • Paid cash distributions to stockholders totaling $0.47 per share for the third quarter of 2024
  • Declared a fourth quarter regular base dividend distribution of $0.42 per share payable on January 13, 2025 to shareholders of record as of December 27, 2024. In accordance with our dividend policy, we expect to announce a supplemental dividend in December
  • In the third quarter, we had only $205 thousand of PIK income, or 0.5% of total investment income

“Palmer Square Capital BDC delivered strong third quarter earnings results as we continue to execute our differentiated, opportunistic strategy that allows us to invest across the syndicated, structured and direct lending credit markets to seek out the best relative returns on behalf of our investors,” said Christopher D. Long, Chairman and Chief Executive Officer of PSBD. “During the quarter, we invested in a wide range of high quality borrowers across the primary and secondary markets. As we look ahead, we believe our more liquid investment approach relative to other BDC peers puts us in a position of strength as we can not only capitalize on new deal activity, but also trade the portfolio to take advantage of spread movements. We believe PSBD’s ability to act quickly across liquid and private markets will continue to drive shareholder value."

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in thousands, except per share data For the Quarter Ended
6/30/24 9/30/23
Financial Highlights
Net Investment Income Per Share1 0.48 $ 0.48 $ 0.57
Net Investment Income 15,729 $ 15,758 $ 14,804
NAV Per Share 16.61 $ 16.85 $ 16.76
Dividends Earned Per Share2 0.47 $ 0.47 $ 0.56
9/30/24 6/30/24 9/30/23
Portfolio Highlights
Total Fair Value of Investments 1,389,801 $ 1,431,577 $ 1,104,713
Number of Industries 39 39 40
Number of Portfolio Companies 212 209 184
Portfolio Yield3 10.48% 9.82% 11.47%
Senior Secured Loan4 96% 96% 97%
Investments on Non-Accrual5 0.26% 0% 0%
Total Return6 1.43% 1.00% 7.97%
Debt-to-Equity 1.52x 1.49x 1.42x

All values are in US Dollars.

  • Net investment income for the period divided by the weighted average share count for the period.
  • Dividend amount reflects dividend earned in period.
  • Weighted average total yield of debt and income producing securities at fair value.
  • As a percentage of long-term investments, at fair value.
  • As a percentage of total investments, at fair value.
  • Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.

Portfolio and Investment Activity

As of September 30, 2024, we had 258 investments in 212 portfolio companies with an aggregate fair value of approximately $1.3 billion. Based on a total fair value of $1.4 billion, including short term investments, the portfolio consisted of 87.1% first lien senior secured debt investments, 6.2% second lien senior secured debt investments, 3.2% short-term investments, 3.1% collateralized loan obligation structured credit funds (“CLOs”) mezzanine and equity investments, 0.3% corporate bond investments, and 0.1% equity investments.

As of September 30, 2024, 99% of the long-term investments based on fair value in our portfolio were at floating rates. At the end of the third quarter, 99.74% of the portfolio at fair value was income producing. There were two loans on non-accrual status. As of September 30, 2024, the weighted average total yield to maturity of debt and income producing securities at fair value was 10.48%, and weighted average total yield to maturity of debt and income producing securities at amortized cost was 9.41%. For the third quarter of 2024, the principal amount of new investments funded was $66.2 million which included 21 investments at an average value of approximately 2.7 million. For this period, the Company had $82.8 million aggregate principal amount in sales and repayments.

Liquidity and Capital Resources

As of September 30, 2024, the Company had $1.8 million in cash and cash equivalents and approximately $824.4 million in total aggregate principal amount of debt outstanding. Subject to borrowing base and other restrictions, the Company had available liquidity, consisting of cash and undrawn capacity on credit facilities of approximately $181.1 million compared to $19.6 million of undrawn investment commitments as of September 30, 2024.

Recent Developments

On November 5, 2024, PSBD’s Board of Directors announced that it had declared a fourth quarter regular base dividend distribution of $0.42 per share payable on January 13, 2025, to shareholders of record as of December 27, 2024. We expect to announce an additional quarterly supplemental dividend distribution for the fourth quarter of 2024 in December.

Earnings Conference Call

The Company will host a conference call on Tuesday, November 5, 2024 at 1:00 pm ET to review its financial performance and conduct a question-and-answer session. To participate in the earnings call, participants should register online at the Palmer Square Investor

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Relations website. To avoid potential delays, please join at least 10 minutes prior to the start of the call. The conference call can be accessed through the following links:

  • United States: +1 (888) 596-4144
  • International: +1 (646) 968-2525
  • Event Plus Entry Passcode: 1803382#
  • Live Audio Webcast

A replay of the live conference call will be available shortly after the conclusion of the event and accessible on the events and presentations section of the Palmer Square Investor Relations website.

About Palmer Square Capital BDC Inc.

Palmer Square Capital BDC Inc. (NYSE: PSBD) is an externally managed, non-diversified closed-end management investment company that primarily lends to and invests in corporate debt loans, including but not limited to large private U.S. companies in the broadly syndicated loan market, as well as the direct large cap private credit market. PSBD has elected to be regulated as a business development company under the Investment Company Act of 1940. PSBD’s investment objective is to maximize total return, comprised of current income and capital appreciation. PSBD’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt loans and, to a lesser extent, (2) investing in other debt securities which may include collateralized loan obligation debt and equity. PSBD’s investment activities are managed by its investment adviser, Palmer Square BDC Advisor LLC, an affiliate of Palmer Square Capital Management LLC.

Forward-Looking Statements

Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. The forward-looking statements may include statements as to our future base and supplemental dividend distributions and the prospects of our portfolio companies. These and other forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in PSBD’s filings with the SEC. PSBD undertakes no duty to update any forward-looking statement made herein unless required by law. All forward-looking statements speak only as of the date of this press release. Although PSBD undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that PSBD may make directly to you or through reports that in the future may be filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contacts

Investors

Andy Wedderburn-Maxwell

Palmer Square Capital BDC Inc.

+1 (913)-386-9006

Investors@palmersquarebdc.com

Media

Josh Clarkson

Prosek Partners

PSBD@prosek.com

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Financial Highlights

For the Nine Months Ended
September 30,
2024 2023
Per Common Share Operating Performance
Net Asset Value, Beginning of Period $ 17.04 $ 14.96
Results of Operations:
Net Investment Income(1) 1.48 1.68
Net Realized and Unrealized Gain (Loss) on Investments(4) (0.48 ) 1.74
Net Increase (Decrease) in Net Assets Resulting from Operations 1.00 3.42
Distributions to Common Stockholders
Distributions from Net Investment Income (1.43 ) (1.62 )
Net Decrease in Net Assets Resulting from Distributions (1.43 ) (1.62 )
Net Asset Value, End of Period $ 16.61 $ 16.76
Shares Outstanding, End of Period 32,623,502 26,665,813
Ratio/Supplemental Data
Net assets, end of period $ 541,937,155 $ 446,859,594
Weighted-average shares outstanding 32,260,537 25,359,324
Total Return(3) 6.23 % 23.20 %
Portfolio turnover 23 % 19 %
Ratio of operating expenses to average net assets without waiver(2) 14.72 % 13.18 %
Ratio of operating expenses to average net assets with waiver(2) 14.70 % 12.93 %
Ratio of net investment income (loss) to average net assets without waiver(2) 11.54 % 13.59 %
Ratio of net investment income (loss) to average net assets with waiver(2) 11.55 % 13.84 %
  • The per common share data was derived by using weighted average shares outstanding.
  • The ratios reflect an annualized amount.
  • Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.
  • Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statements of Operations due to share transactions during the period.

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Palmer Square Capital BDC Inc.

Consolidated Statement of Assets and Liabilities

December 31,<br>2023
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of 1,433,876,560 and 1,159,135,422, respectively) 1,389,801,144 $ 1,108,810,753
Cash and cash equivalents 1,785,799 2,117,109
Receivables:
Receivable for sales of investments 8,647,655 97,141
Receivable for paydowns of investments 840,486 344,509
Due from investment adviser 108,225 1,718,960
Dividend receivable 158,001 301,637
Interest receivable 12,071,303 8,394,509
Prepaid expenses and other assets 139,514 30,100
Total Assets 1,413,552,127 $ 1,121,814,718
Liabilities:
Credit facilities (net of deferred financing costs of 5,775,000 and 3,211,510, respectively) (Note 6) 518,483,459 $ 641,828,805
Notes (net of deferred financing costs of 1,783,958) (Note 6) 305,928,313
Payables:
Payable for investments purchased 26,123,384 14,710,524
Distributions payable 15,333,270
Management fee payable 2,424,412 2,252,075
Incentive fee payable 2,229,576
Accrued other general and administrative expenses 1,092,558 1,067,921
Total Liabilities 871,614,972 $ 659,859,325
Commitments and contingencies (Note 9)
Net Assets:
Common Shares, 0.001 par value; 450,000,000 shares authorized; 32,623,502 and 27,102,794 as of September 30, 2024 and December 31, 2023, respectively issued and outstanding 32,624 $ 27,103
Additional paid-in capital 611,482,028 520,663,106
Total distributable earnings (accumulated deficit) (69,577,497 ) (58,734,816 )
Total Net Assets 541,937,155 $ 461,955,393
Total Liabilities and Net Assets 1,413,552,127 $ 1,121,814,718
Net Asset Value Per Common Share 16.61 $ 17.04

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

(Note 6) Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
(Note 9) As of September 30, 2024 and December 31, 2023, the Company had an aggregate of $19.6 million and $20.1 million, respectively, of unfunded commitments to provide debt financing to its portfolio companies. As of each of September 30, 2024 and December 31, 2023, there were no capital calls or draw requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.

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Palmer Square Capital BDC Inc.

Consolidated Statement of Operations

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2024 2023 2024 2023
Income:
Investment income from non-controlled, non-affiliated<br>   investments:
Interest income $ 35,775,337 $ 27,323,754 $ 104,261,540 $ 78,943,113
Dividend income 599,667 1,297,090 2,659,394 3,115,974
Payment-in-kind interest income 204,826 439,129
Other income 726,171 152,846 1,280,377 341,968
Total investment income from non-controlled, non-affiliated<br>   investments 37,306,001 28,773,690 108,640,440 82,401,055
Total Investment Income 37,306,001 28,773,690 108,640,440 82,401,055
Expenses:
Incentive fees 2,229,576 6,404,282
Interest expense 15,670,636 11,500,504 43,846,496 32,697,517
Management fees 2,424,412 2,197,758 7,290,730 6,155,999
Professional fees 318,504 143,560 954,527 562,835
Directors fees 37,705 18,904 112,295 56,096
Other general and administrative expenses 896,437 383,771 2,277,810 1,101,395
Total Expenses 21,577,270 14,244,497 60,886,140 40,573,842
Less: Management fee waiver (Note 3) (274,720 ) (50,511 ) (769,500 )
Net expenses 21,577,270 13,969,777 60,835,629 39,804,342
Net Investment Income (Loss) 15,728,731 14,803,913 47,804,811 42,596,713
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments (7,119,299 ) (2,103,618 ) (18,267,554 ) (2,423,632 )
Total net realized gains (losses) (7,119,299 ) (2,103,618 ) (18,267,554 ) (2,423,632 )
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments (1,054,247 ) 21,152,793 6,210,881 45,708,992
Total net change in unrealized gains (losses) (1,054,247 ) 21,152,793 6,210,881 45,708,992
Total realized and unrealized gains (losses) (8,173,546 ) 19,049,175 (12,056,673 ) 43,285,360
Net Increase (Decrease) in Net Assets Resulting from Operations $ 7,555,185 $ 33,853,088 $ 35,748,138 $ 85,882,073
Per Common Share Data:
Basic and diluted net investment income per common share $ 0.48 $ 0.57 $ 1.48 $ 1.68
Basic and diluted net increase (decrease) in net assets resulting from operations $ 0.23 $ 1.30 $ 1.11 $ 3.39
Weighted Average Common Shares Outstanding - Basic and<br>   Diluted 32,613,897 26,016,761 32,260,537 25,359,324

The accompanying notes are an integral part of these consolidated financial statements.

(Note 3) Prior to the IPO, the base management fee was 2.00% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. The Investment Advisor, however, during any period prior to the IPO, agreed to waive its right to receive management fees in excess of an annual rate of 1.75% of the average value of the weighted average total net assets at the end of each of our two most recently completed calendar quarters. The Investment Advisor will not be permitted to recoup any base management fees waived for any period of time prior to the IPO.

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Palmer Square Capital BDC Inc.

Portfolio and Investment Activity

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2024 2023 2024 2023
New investments:
Gross investments $ 66,239,961 $ 78,271,670 $ 602,024,188 $ 188,402,217
Less: sold investments (82,822,220 ) (58,480,713 ) (292,405,569 ) (194,434,792 )
Total new investments (16,582,259 ) 19,790,957 309,618,619 (6,032,575 )
Principal amount of investments funded:
First-lien senior secured debt investments $ 62,171,592 $ 74,412,920 $ 526,804,513 $ 184,543,467
Second-lien senior secured debt investments 4,068,369 3,858,750 46,292,869 3,858,750
Convertible bonds 4,095,000
Collateralized securities and structured products - debt 23,573,612
Common stock 1,258,194
Total principal amount of investments funded 66,239,961 78,271,670 602,024,188 188,402,217
Principal amount of investments sold or repaid:
First-lien senior secured debt investments $ 75,231,088 $ 57,657,965 $ 253,203,637 $ 184,842,717
Second-lien senior secured debt investments 1,200,000 13,549 19,654,359 5,013,549
Corporate Bonds 4,020,000 4,020,000
CLO Equity 1,121,132 809,199 9,027,573 1,699,051
Collateralized securities and structured products - debt 1,250,000 6,500,000 2,879,475
Total principal amount of investments sold or repaid 82,822,220 58,480,713 292,405,569 194,434,792
For the Three Months Ended September 30, For the Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2024 2023 2024 2023
Number of new investment commitments 21 20 78 45
Average new investment commitment amount $ 2,717,288 $ 2,889,085 $ 4,157,481 $ 3,517,770
Weighted average maturity for new investment<br>   commitments 5.29 years 5.61 years 5.6 years 4.91 years
Percentage of new debt investment commitments at<br>   floating rates 100.00 % 100.00 % 100.00 % 100.00 %
Percentage of new debt investment commitments<br>   at fixed rates 0.00 % 0.00 % 0.00 % 0.00 %
Weighted average interest rate of new investment<br>   commitments(1) 9.07 % 10.00 % 9.58 % 10.24 %
Weighted average spread over reference rate of new<br>   floating rate investment commitments(2) 4.17 % 4.57 % 4.63 % 4.82 %
Weighted average interest rate on long-term investments<br>   sold or paid down 9.50 % 10.15 % 10.22 % 9.49 %
  • New CLO equity investments do not have an ascribed interest rate and are therefore excluded from the calculation.
  • Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).