Palmer Square Capital BDC Inc 8-K, filed Jan 17, 2024
Palmer Square Capital BDC Inc. (PSBD)
About this 8-K
Palmer Square Capital BDC Inc filed this 8-K on January 17, 2024.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
|
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
| (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 (see General Instruction A.2. below):
| 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 Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
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 8.01 – Other Events.
On January 17, 2024, Palmer Square Capital BDC Inc. issued a press release announcing the pricing of its initial public offering of shares of its common stock. This press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated January 17, 2024. |
1
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: January 17, 2024 | By: | /s/ Jeffrey D. Fox |
| Name: | Jeffrey D. Fox | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
Filed pursuant to Rule 497(a)
Registration File No. 333-274967
Rule 482ad
Palmer Square Capital BDC Inc. Prices Initial Public Offering
MISSION WOODS, KANSAS – January 17, 2024 – Palmer Square Capital BDC Inc. (“Palmer Square”), an externally managed business development company, today announced that it priced its initial public offering of 5,450,000 shares of its common stock at $16.45 per share, for anticipated gross proceeds of approximately $89.7 million. Palmer Square’s shares of common stock are expected to begin trading on the New York Stock Exchange on January 18, 2024 under the symbol “PSBD.” Palmer Square also granted the underwriters an option to purchase up to an additional 817,500 shares of its common stock to cover over-allotments, if any. The closing of the offering is subject to customary closing conditions and the shares are expected to be delivered on or about January 22, 2024.
Palmer Square intends to use the net proceeds from this offering to make investments in accordance with its investment objectives and strategies.
J.P. Morgan, BofA Securities, RBC Capital Markets, UBS Investment Bank and Citigroup are acting as joint book-running managers for this offering, and Janney Montgomery Scott, Oppenheimer & Co. and Clear Street are acting as co-managers for this offering.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective. This press release will not constitute an offer to sell or the solicitation of an offer to buy the securities described above nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.
The offering of these securities will be made only by means of a prospectus forming a part of the registration statement. Copies of the preliminary prospectus relating to this offering may be obtained, when available, from: J.P. Morgan, 383 Madison Avenue, New York, NY 10179, BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department Email: dg.prospectus_requests@bofa.com, RBC Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn: Prospectus Department by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com, UBS Investment Bank, 1285 Avenue of the Americas, New York, NY 10019 or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146.
Investors are advised to carefully consider the investment objectives, risks and charges and expenses of Palmer Square before investing. The preliminary prospectus dated January 11, 2024 contains this and other information about Palmer Square and should be read carefully before investing. The information in the preliminary prospectus is not complete and may be changed.
About Palmer Square Capital BDC Inc.
Palmer Square is an externally managed, non-diversified closed-end management investment company that primarily lends to and invests in corporate debt securities, including small to large private U.S. companies, and has elected to be regulated as a business development company under the Investment Company Act of 1940. Palmer Square’s investment objective is to maximize total return, comprised of current income and capital appreciation. Palmer Square’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation structured credit funds, or “CLOs”, that typically own corporate debt securities, including in the equity and junior debt tranches of CLOs. Palmer Square may also receive warrants or other rights to acquire equity or similar securities or otherwise purchase such securities in connection with making a debt investment in a company.
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, including the impact of the economy, financial markets, our business, our portfolio companies and our industry. The forward-looking statements in this press release may include statements as to timing, size and other terms of the proposed offering and the anticipated use of the net proceeds from this offering. 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 Palmer Square’s filings with the SEC. Palmer Square undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release. Although Palmer Square 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 Palmer Square 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.
Contact
Scott A. Betz
Chief Compliance Officer
Palmer Square Capital BDC Inc.
Scott@palmersquarecap.com
Media
Josh Clarkson
Prosek Partners
PSBD@prosek.com
Source: Palmer Square Capital BDC Inc.