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Borrowings | 6 Months Ended
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Jun. 30, 2024
Borrowings [Abstract] |
Borrowings | Note 6. Borrowings In accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 150% after such borrowing. As of June 30, 2024, the Company’s asset coverage ratio was 167%. Bank of America Credit Facility On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered into a Credit Agreement (as amended, the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”). Under the BoA Credit Facility, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million on October 12, 2020, further increased to $725.0 million on September 29, 2021, and decreased to $525.0 million on June 13, 2024. The Borrowers’ ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required to be repaid by February 18, 2028. On March 29, 2024, the Company entered into a fourth amendment to the BoA Credit Facility to, among other things: (i) extend the facility maturity date from February 18, 2025 to February 18, 2028; (ii) update arrangements for the calculation of the fee on unused commitments from 1.30% to a range from 0.50% to 1.40%, depending on the amount of commitments utilized, and (iii) payment of an extension fee. As the Company raises additional capital, we may enter into additional credit agreements to expand our borrowing capacity. Debt obligations under the BoA Credit Facility consisted of the following as of June 30, 2024:
|  | June 30, 2024 |
|  | Aggregate Principal Committed |  |  | Outstanding Principal |  |  | Amount Available(1) |  |  | Net Carrying Value(2) |
BoA Credit Facility |  | $ | 525,000,000 |  |  | $ | 386,580,940 |  |  | $ | 138,419,060 |  |  | $ | 383,148,268 |
Total debt |  | $ | 525,000,000 |  |  | $ | 386,580,940 |  |  | $ | 138,419,060 |  |  | $ | 383,148,268 |
(1) | The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2) | The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $3.9 million and accrued interest of $517 thousand.
Debt obligations under the BoA Credit Facility consisted of the following as of December 31, 2023:
|  | December 31, 2023 |
|  | Aggregate Principal Committed |  |  | Outstanding Principal |  |  | Amount Available(1) |  |  | Net Carrying Value(2) |
BoA Credit Facility |  | $ | 725,000,000 |  |  | $ | 504,000,000 |  |  | $ | 221,000,000 |  |  | $ | 505,417,357 |
Total debt |  | $ | 725,000,000 |  |  | $ | 504,000,000 |  |  | $ | 221,000,000 |  |  | $ | 505,417,357 |
| (1) | The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2) | The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $739 thousand and accrued interest of $2.2 million.
Average debt outstanding under the BoA Credit Facility during the six months ended June 30, 2024 and June 30, 2023 was $570.4 million and $500.9 million, respectively. The loans under the BoA Credit Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit Agreement includes fallback language in the event that SOFR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to SOFR loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments until the four-month anniversary of the Second Amendment to the Credit Agreement. Thereafter, the commitment fee is 0.50% on unused Commitments up to 30% of the BoA Credit Facility, and 1.30% on unused Commitments in excess of 30% of the BoA Credit Facility. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement). For the three and six months ended June 30, 2024 and June 30, 2023, the components of interest expense with respect to the BoA Credit Facility were as follows:
|  | For the Three Months Ended June 30 |  |  | For the Six Months Ended June 30 |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Interest expense |  | $ | 9,554,544 |  |  | $ | 8,257,485 |  |  | $ | 19,685,201 |  |  | $ | 16,110,649 |
Amortization of debt issuance costs |  |  | 270,636 |  |  |  | 161,353 |  |  |  | 436,236 |  |  |  | 319,296 |
Total interest expense |  | $ | 9,825,180 |  |  | $ | 8,418,838 |  |  | $ | 20,121,437 |  |  | $ | 16,429,945 |
Average interest rate |  |  | 6.72 | % |  |  | 6.40 | % |  |  | 6.73 | % |  |  | 6.14 | %
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company. Wells Fargo Credit Facility On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding II and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”). On December 18, 2023, the Company entered into an amendment to the WF Credit Facility (the “WF Credit Facility Fourth Amendment”) that amends the WF Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility from $150,000,000 to $175,000,000, (ii) extend the facility maturity date from December 18, 2025 to December 18, 2028 and (iii) extend the reinvestment period from December 18, 2023 to December 18, 2026 (subject to other provisions of the WF Credit Facility). Debt obligations under the WF Credit Facility consisted of the following as of June 30, 2024:
|  | June 30, 2024 |
|  | Aggregate Principal Committed |  |  | Outstanding Principal |  |  | Amount Available(1) |  |  | Net Carrying Value(2) |
WF Credit Facility |  | $ | 175,000,000 |  |  | $ | 136,250,000 |  |  | $ | 38,750,000 |  |  | $ | 136,717,785 |
Total debt |  | $ | 175,000,000 |  |  | $ | 136,250,000 |  |  | $ | 38,750,000 |  |  | $ | 136,717,785 |
| (1) | The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
| (2) | The carrying value of the WF Credit Facility is presented net of deferred financing costs of $2.2 million and accrued interest of $2.7 million.
Debt obligations under the WF Credit Facility consisted of the following as of December 31, 2023:
|  | December 31, 2023 |
|  | Aggregate Principal Committed |  |  | Outstanding Principal |  |  | Amount Available(1) |  |  | Net Carrying Value(2) |
WF Credit Facility |  | $ | 175,000,000 |  |  | $ | 136,250,000 |  |  | $ | 38,750,000 |  |  | $ | 136,411,448 |
Total debt |  | $ | 175,000,000 |  |  | $ | 136,250,000 |  |  | $ | 38,750,000 |  |  | $ | 136,411,448 |
(1) | The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
(2) | The carrying value of the WF Credit Facility is presented net of deferred financing costs of $2.5 million and accrued interest of $2.6 million.
Average debt outstanding under the WF Credit Facility during the six months ended June 30, 2024 and June 30, 2023 was $136.3 million and $127.9 million, respectively. Prior to April 10, 2023, the loans under the WF Credit Facility may have been Broadly Syndicated Loans or Middle Market loans and were eurocurrency rate loans unless such rate was unavailable, in which case the loans were base rate loans until such rate was available. Broadly Syndicated Loans bore interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans bore interest at LIBOR or base rate, as applicable, plus 2.35%. The “base rate” was equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. On April 10, 2023, the Company entered into an amendment to the WF Credit Facility that, among other things: (i) transferred and assigned U.S. Bank’s rights and obligations as collateral agent and as a secured party to U.S. Bank Trust Company, National Association, (ii) referenced SOFR instead of LIBOR and (iii) removed LIBOR transition language. As of April 10, 2023, the loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear interest at Daily Simple SOFR, or base rate (to the extent Daily Simple SOFR is unavailable), plus 2.50%, with an interest rate floor of 0.0%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement includes fallback language in the event that Daily Simple SOFR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative agent. Following an amendment to the WF Credit Facility on October 13, 2021, the Loan Agreement requires the payment of a non-usage fee of (x) during the first thirteen months following the closing of the WF Credit Facility, 0.50% multiplied by daily unused Facility Amounts, (y) between thirteen and sixteen months following the closing of the WF Credit Facility, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The WF Credit Facility includes the option to downsize the facility by paying a Commitment Reduction Fee. The Fee is equal to 2.00% of the facility reduction amount prior to the one-year anniversary of the WF Credit Facility Fourth Amendment, and 1.00% thereafter. The applicable percentage for the advance rate on PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement). For the three and six months ended June 30, 2024 and June 30, 2023, the components of interest expense with respect to the WF Credit Facility were as follows:
|  | For the Three Months Ended June 30 |  |  | For the Six Months Ended June 30 |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Interest expense |  | $ | 2,754,510 |  |  | $ | 2,368,060 |  |  | $ | 5,513,053 |  |  | $ | 4,592,062 |
Amortization of debt issuance costs |  |  | 124,029 |  |  |  | 87,986 |  |  |  | 248,059 |  |  |  | 175,006 |
Total interest expense |  | $ | 2,878,539 |  |  | $ | 2,456,046 |  |  | $ | 5,761,112 |  |  | $ | 4,767,068 |
Average interest rate |  |  | 7.82 | % |  |  | 7.15 | % |  |  | 7.82 | % |  |  | 6.92 | %
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor. CLO Transaction On May 23, 2024 (the “Closing Date”), the Company completed a $400.5 million term debt securitization (the “CLO Transaction”), also known as a collateralized loan obligation, in connection with which a wholly-owned indirect subsidiary of the Company issued the Notes (as defined below). The CLO Transaction functions as a source of long-term balance sheet financing for a portion of the Company’s portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction are subject to the Company’s regulatory asset coverage requirement. The notes offered in the CLO Transaction were issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, and consist of (i) $232 million of Class A Notes (the “Class A Notes”); (ii) $58.0 million Class B-1 Notes, (the “Class B-1 Notes”); and (iii) $10 million of Class B-2 Notes (the “Class B-2 Notes” and, together with the Class A Notes and the Class B-1 Notes, the “Secured Notes”). Additionally, on the Closing Date the Issuer issued $100.5 million of Subordinated Notes (the “Subordinated Notes”), which do not bear interest but are entitled to all of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed to the holders of the Secured Notes. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the “Notes.” The following table presents information on the Notes issued in the CLO Transaction:
|  |  |  | June 30, 2024
Description |  | Type |  | Principal Outstanding |  |  | Interest Rate |  | Credit Rating
Class A Notes |  | Senior Secured Floating Rate |  | $ | 232,000,000 |  |  | SOFR + (1.60)% |  | AAA
Class B-1 Notes |  | Senior Secured Floating Rate |  |  | 58,000,000 |  |  | SOFR + (2.15)% |  | AA
Class B-2 Notes |  | Senior Secured Fixed Rate |  |  | 10,000,000 |  |  | (6.33)% |  | AA
Total Secured Notes |  |  |  | $ | 300,000,000 |  |  |  |  |
Subordinated Notes (1) |  |  |  |  | 100,500,000 |  |  | None |  | Not rated
Total Notes |  |  |  | $ | 400,500,000 |  |  |  |  |
(1) | The Company retained all of the Subordinated Notes issued in the CLO Transaction which are eliminated in consolidation.
On the Closing Date and in connection with the CLO Transaction, the Issuer and the Company entered into a note purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased the Secured Notes issued pursuant to an indenture as part of the CLO Transaction. The CLO Transaction is backed by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein, which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2037; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or after July 15, 2026. The Secured Notes are the secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration. For the three and six months ended June 30, 2024, the components of interest expense with respect to the Notes were as follows:
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, 2024 |  |  | June 30, 2024 |
Interest expense |  | $ | 2,278,665 |  |  | $ | 2,278,665 |
Amortization of debt issuance costs |  |  | 14,644 |  |  |  | 14,644 |
Total interest expense |  | $ | 2,293,309 |  |  | $ | 2,293,309 |
Average interest rate |  |  | 7.01 | % |  |  | 7.01 | %

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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