FLOATING RATE CAPITAL OF PENNANTPARK LTD. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (Form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

Subscription contract

At October 6, 2021, RATE-7775545/news/PENNANTPARK-FLOATING-RATE-CAPITAL-LTD-Entry-into-a-Material-Definitive-Agreement-Creation-of-a-D-36664245/xmltag.org”>PennantPark Floating Rate Capital Ltd. (the “Company”) has entered into a subscription contract (the “Subscription Contract”), by and between the Company, PennantPark Investment Advisors, LLC, and Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc. and Truist Securities, Inc., as representatives of several underwriters named in Schedule A of the Underwriting Agreement, in connection with the issuance and sale of a $ 85 million total principal amount of the Company’s 4.25% Notes due 2026 (the “Complementary Notes” and the issuance and sale of the Complementary Notes, the “Offer”).

Indenture

The complementary tickets constitute an additional issue of the $ 100 million total principal amount of 4.25% notes due 2026 issued by the Company on March 23, 2021 (the “existing notes”) under the basic deed, dated March 23, 2021 (the “Basic Deed”), between the Company and American Stock Transfer & Trust Company, LLC (the “Trustee”), as completed by the first Supplementary Trust Deed, dated March 23, 2021, between the Company and the Trustee (the “First Additional Deed” and, together with the Basic Deed, the “Deed”).

The Complementary Notes will be treated as a single series with the Existing Notes under the Indenture and will have the same terms as the Existing Notes except for the date of issue and the offering price. The Additional Tickets will have the same CUSIP number and will be fungible and of the same rank as the Existing Tickets. Upon issuance of the Complementary Notes, the aggregate principal amount outstanding of the Company’s 4.25% Notes due 2026 will be $ 185 million.

The Add-On Notes will expire on April 1, 2026 and may be redeemed in whole or in part at the option of the Company. The Add-On Notes bear interest at the rate of 4.25% per annum payable semi-annually on April 1 and October 1st of each year, starting
April 1, 2022. The complementary notes will constitute the direct unsecured obligations of the Company and will rank pari passu in right of payment with the present and future unsecured and unsubordinated indebtedness of the Company, ranking higher than any future indebtedness of the Company which expressly indicates that ” it is subordinated in payment right to the Additional Bonds, effectively subordinated in payment right to all existing and future guaranteed debts of the Company (including debts initially unsecured, but to which the Company subsequently grants a guarantee) up to of the value of the assets securing these debt, and structurally subordinate to all existing and future debts and other obligations of any of the Company’s subsidiaries, financing vehicles or similar facilities.

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The Deed contains certain restrictive covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18 (a) (1) (A), as amended by Section 61 (a) (1 ) and (2) of the Investment Company. Act of 1940, as amended, and to provide financial information to holders of Supplementary Notes and to the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the ” Exchange Act “). These commitments are subject to important limitations and exceptions which are described in the act.

The Notes were offered and sold under an offer registered under the Securities Act of 1933, as amended, in accordance with the current registration statement of the Company on Form N-2 (registration number 333-235532) previously filed with the
Security and Trade Commission, as completed by a preliminary prospectus supplement, dated October 6, 2021, and a final prospectus supplement, dated
October 6, 2021. The transaction was closed on 12 October 2021. The net proceeds to the Company were approximately $ 84.4 million, based on the public offering price of 101.45% of the total principal amount of the complementary notes, plus accrued and unpaid interest of October 1, 2021 until, but not including, the delivery date of the Add-On Notes, after deduction of subscription discounts and commissions $ 1.7 million payable by the Company and estimated offering costs of approximately $ 0.2 million payable by the Company. The Company intends to use the net proceeds of the Offering to invest in new or existing portfolio companies or for other general corporate or strategic purposes, including the repayment of amounts outstanding on its existing debt. .

The foregoing descriptions of the Underwriting Agreement, Basic Deed, First Supplementary Deed and Supplementary Notes do not purport to be complete and are qualified in their entirety by reference to the full text of these documents, each of which is filed. as an attachment to this current report on Form 8-K and incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information in Item 1.01 of this current report on Form 8-K is incorporated by reference in this Item 2.03.

Article 9.01. Financial statements and supporting documents

(d) Exhibitions

1.1       Underwriting Agreement, dated October 6, 2021, by and among the Company,
        PennantPark Investment Advisers, LLC, and Goldman Sachs & Co. LLC, Keefe,
        Bruyette  & Woods, Inc. and Truist Securities, Inc., as representatives of
        the several underwriters named on Schedule A thereto.

4.1       Indenture, dated as of March 23, 2021, by and between the Company and
        American Stock Transfer  & Trust Company, LLC, as trustee (Incorporated by
        reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File
        No.  814-00891) filed on March 23, 2021).

4.2       First Supplemental Indenture, dated as of March 23, 2021, by and between
        the Company and American Stock Transfer  & Trust Company, LLC, as trustee
        (Incorporated by reference to Exhibit 4.2 to the Company's Current Report
        on Form 8-K (File No.  814-00891) filed on March 23, 2021).

4.3       Form of 4.25% Notes due 2026 (Incorporated by reference to Exhibit 4.2
        hereto).

5.1       Opinion of Dechert LLP.

5.2       Opinion of Venable LLP.

23.1      Consent of Dechert LLP (included in Exhibit 5.1).

23.2      Consent of Venable LLP (included in Exhibit 5.2).

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