| Item 1.01. | Entry into a Material Definitive Agreement. |
Joint Venture
On July 31, 2020, PennantPark Investment Corporation (the “Company”), and certain entities and managed accounts of the private credit investment manager of Pantheon Ventures (UK) LLP (“Pantheon”) entered into an amended and restated limited liability company agreement (the “LLC Agreement”) to co-manage a newly-formed joint venture, PennantPark Senior Loan Fund, LLC (the “Joint Venture”).
Credit Facility Amendment
On July 31, 2020 (the “Effective Date”), PennantPark Investment Funding I, LLC (the “Borrower”), a wholly-owned subsidiary of the unconsolidated Joint Venture, entered into an amendment (the “Credit Facility Amendment”) to the following documents governing the senior secured revolving credit facility (as amended, the “Credit Facility”): (i) the revolving credit and security agreement, with the lenders from time to time parties thereto, BNP Paribas, as administrative agent, the Company, as sponsor, the Joint Venture, as equityholder, PennantPark Investment Advisers, LLC, as servicer, and The Bank of New York Mellon Trust Company, National Association, as collateral agent, and (ii) the purchase and sale agreement by and between the Borrower, as purchaser, and the Company, as seller.
The Credit Facility Amendment, among other things, reflects the acquisition of the equity interests in the Borrower by the Joint Venture and adopts ARRC-recommended LIBOR transition language.
The description above is only a summary of the material terms included in the LLC Agreement and the Credit Facility Amendment and is qualified in its entirety by reference to a copy of the LLC Agreement and the Credit Facility Amendment, filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 to this report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 7.01. | Regulation FD Disclosure |
On August 4, 2020, the Company issued a press release announcing the launch of the Joint Venture. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “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 such section. The information disclosed under this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report on Form 8-K, including Exhibit 99.1 furnished herewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 the Company files under the Exchange Act. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. 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 filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.
