Exhibit 99.3
PennantPark Senior Secured Loan Fund I LLC
Consolidated Financial Statements and
Independent Auditor’s Report
September 30, 2022 and 2021
Contents
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Independent Auditor’s Report | 1 |
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Financial Statements: | |
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Consolidated Statements of Assets, Liabilities and Members’ Equity as of September 30, 2022 and 2021 | 3 |
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Consolidated Statements of Operations for the years ended September 30, 2022 and 2021 | 4 |
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Consolidated Statements of Changes in Members’ Equity for the years ended September 30, 2022 and 2021 | 5 |
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Consolidated Statements of Cash Flows for the years ended September 30, 2022 and 2021 | 6 |
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Consolidated Schedules of Investments as of September 30, 2022 and 2021 | 7 |
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Notes to Consolidated Financial Statements | 11 |
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Independent Auditor’s Report
To the Board of Directors
PennantPark Senior Secured Loan Fund I LLC
Opinion
We have audited the consolidated financial statements of PennantPark Senior Secured Loan Fund I LLC and its subsidiaries (the Fund), which comprise the consolidated statements of assets, liabilities, and members’ equity, including the consolidated schedules of investments, as of September 30, 2022 and 2021, the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2022 and 2021, and the results of its operations, changes in members’ equity and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
•Exercise professional judgment and maintain professional skepticism throughout the audit.
•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, no such opinion is expressed.
•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for a reasonable period of time.
1
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
/s/ RSM US LLP
New York, New York
November 17, 2022
2
PennantPark Senior Secured Loan Fund I LLC
| | | | | | | | | |
Consolidated Statements of Assets, Liabilities and Members' Equity | |
($ In thousands) | |
| | | | | | | |
| | September 30, 2022 | | | | September 30, 2021 | |
Assets | | | | | | | |
Investments at fair value (cost—$770,280 and $576,263, respectively) | $ | | 754,722 | | | $ | | 564,783 | |
Cash and cash equivalents (cost—$33,725 and $28,387, respectively) | | | 33,705 | | | | | 28,374 | |
Interest receivable | | | 3,025 | | | | | 1,414 | |
Receivable for investment sold | | | 3,637 | | | | | 7,323 | |
Prepaid expenses and other assets | | | 1,722 | | | | | 1,665 | |
Total assets | | | 796,811 | | | | | 603,559 | |
Liabilities | | | | | | | |
Credit facility payable | | | 259,500 | | | | | 112,000 | |
2032 Asset-backed debt, net (par—$246,000) | | | 243,365 | | | | | 242,757 | |
Notes payable to members | | | 217,350 | | | | | 161,000 | |
Payable for investments purchased | | | 10,414 | | | | | 31,963 | |
Interest payable on notes to members | | | 4,719 | | | | | 2,656 | |
Interest payable on Credit Facility and asset backed debt | | | 3,817 | | | | | 1,741 | |
Accrued expenses | | | 1,150 | | | | | 178 | |
Total liabilities | | | 740,315 | | | | | 552,295 | |
Commitments and contingencies (See Note 11) | | | | | | | |
Members' equity | | | 56,496 | | | | | 51,264 | |
Total liabilities and members' equity | $ | | 796,811 | | | $ | | 603,559 | |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3
PennantPark Senior Secured Loan Fund I LLC
| | | | | | | | | |
Consolidated Statements of Operations | |
($ In thousands) | |
| | | Year Ended September 30, | |
| | | 2022 | | | 2021 | |
Investment income: | | | | | | | |
Interest | | | $ | 53,006 | | | $ | 33,364 | |
Other income | | | | 1,188 | | | | 982 | |
Total investment income | | | | 54,194 | | | | 34,346 | |
Expenses: | | | | | | | |
Interest and expense on credit facility and asset-backed debt | | | | 18,410 | | | | 9,649 | |
Interest expense on notes to members | | | | 17,468 | | | | 12,635 | |
Administrative services expenses | | | | 1,835 | | | | 1,200 | |
General and administrative expenses | | | | 1,156 | | | | 906 | |
Total expenses | | | | 38,869 | | | | 24,390 | |
Net investment income | | | | 15,325 | | | | 9,956 | |
Realized and unrealized gain (loss) on investments and credit facility foreign currency translation: | | | | | | | |
Net realized loss on investments | | | | (14,948 | ) | | | (4,732 | ) |
Net change in unrealized appreciation (depreciation) on: | | | | | | | |
Investments | | | | (3,695 | ) | | | 3,377 | |
Credit facility foreign currency translation | | | | — | | | | (489 | ) |
Net change in unrealized appreciation (depreciation) on investments and credit facility foreign currency translations | | | | (3,695 | ) | | | 2,888 | |
Net realized and unrealized gain (loss) from investments and credit facility foreign currency translations | | | | (18,643 | ) | | | (1,844 | ) |
Net increase (decrease) in members' equity resulting from operations | | | $ | (3,318 | ) | | $ | 8,112 | |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4
PennantPark Senior Secured Loan Fund I LLC
| | | | | | | | | | |
Consolidated Statements of Changes in Members’ Equity | |
($ In thousands) | |
| | Year Ended September 30, | |
| | 2022 | | | 2021 | |
Net change in members’ equity resulting from operations: | | | | | | | | |
Net investment income | | $ | | 15,325 | | | $ | | 9,956 | |
Net realized loss on investments | | | | (14,948 | ) | | | | (4,732 | ) |
Net change in unrealized appreciation (depreciation) on investments | | | | (3,695 | ) | | | | 3,377 | |
Net change in unrealized appreciation (depreciation) on credit facility foreign currency translation | | | | — | | | | | (489 | ) |
Net increase (decrease) in members’ equity resulting from operations | | | | (3,318 | ) | | | | 8,112 | |
Capital contributions | | | | 24,150 | | | | | 7,590 | |
Distributions | | | | (15,600 | ) | | | | (10,050 | ) |
Net increase (decrease) in members’ equity | | | | 5,232 | | | | | 5,652 | |
Members’ equity | | | | | | | | |
Beginning of year | | | | 51,264 | | | | | 45,612 | |
End of year | | $ | | 56,496 | | | $ | | 51,264 | |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5
PennantPark Senior Secured Loan Fund I LLC
| | | | | | | | | | |
Consolidated Statements of Cash Flows | |
($ In thousands) | |
| | | Year Ended September 30, | |
| | | 2022 | | | | 2021 | |
Cash flows from operating activities: | | | | | | | | |
Net increase (decrease) in members’ equity resulting from operations | | $ | | (3,318 | ) | | $ | | 8,112 | |
Adjustments to reconcile net increase (decrease) in members’ equity resulting from operations to net cash provided by (used in) operating activities: | | | | | | | | |
Net change in unrealized (appreciation) depreciation on investments | | | | 3,695 | | | | | (3,377 | ) |
Net change in unrealized depreciation on credit facility foreign currency translations | | | — | | | | | 489 | |
Net realized (gain) loss on investments | | | | 14,948 | | | | | 4,732 | |
Net accretion of discount and amortization of premium | | | | (3,186 | ) | | | | (1,934 | ) |
Purchases of investments | | | | (278,807 | ) | | | | (354,412 | ) |
Payment-in-kind interest | | | | (1,069 | ) | | | | (1,914 | ) |
Proceeds from disposition of investments | | | | 102,436 | | | | | 185,725 | |
Amortization of deferred financing costs | | | | 608 | | | | | (3,243 | ) |
(Increase) Decrease in: | | | | | | | | |
Receivable for investments sold | | | | 3,686 | | | | | (7,323 | ) |
Interest receivable | | | | (1,612 | ) | | | | 822 | |
Prepaid expenses and other assets | | | | (57 | ) | | | | (1,603 | ) |
Increase (Decrease) in: | | | | | | | | |
Payables for investments purchased | | | | (21,550 | ) | | | | 31,963 | |
Interest payable on Credit Facility | | | | 2,077 | | | | | 1,250 | |
Interest payable on notes to members | | | | 2,065 | | | | | 2,623 | |
Accrued expenses | | | | 972 | | | | | 168 | |
Net cash provided by (used in) operating activities | | | | (179,112 | ) | | | | (137,923 | ) |
Cash flows from financing activities: | | | | | | | | |
Members’ capital contributions | | | | 15,763 | | | | | 7,590 | |
Proceeds from notes issued to Members | | | | 36,780 | | | | | 17,710 | |
Distributions paid to members | | | | (15,600 | ) | | | | (10,050 | ) |
Proceeds from Asset Backed Debt issued | | | — | | | | | 246,000 | |
Borrowings under credit facility | | | | 220,500 | | | | | 220,000 | |
Repayments under credit facility | | | | (73,000 | ) | | | | (325,553 | ) |
Net cash provided by (used in) financing activities | | | | 184,443 | | | | | 155,697 | |
Net increase (decrease) in cash and cash equivalents | | | | 5,331 | | | | | 17,774 | |
Effect of exchange rate changes on cash | | | | — | | | | | (522 | ) |
Cash and cash equivalents, beginning of year | | | | 28,374 | | | | | 11,121 | |
Cash and cash equivalents, end of year | | $ | | 33,705 | | | $ | | 28,374 | |
Supplemental disclosure of cash flow information: | | | | | | | | |
Interest paid on credit facility and asset-backed debt | | $ | | 16,334 | | | $ | | 7,616 | |
Interest paid on notes to members | | $ | | 15,403 | | | $ | | 10,013 | |
Non Cash Operating and Financing activity: | | | | | | | | |
Purchase of investments from non-cash equity contribution | | $ | | (27,957 | ) | | $ | | — | |
Non Cash equity contribution | | $ | | 8,387 | | | $ | | — | |
Non Cash proceeds from notes issued to Members | | $ | | 19,570 | | | $ | | — | |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
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PennantPark Senior Secured Loan Fund I LLC | |
Consolidated Schedule of Investments | |
September 30, 2022 | |
Issuer Name | | Maturity | | | | Current Coupon | | | Basis Point Spread Above Index (1) | | Par | | | Cost | | | Fair Value (2) | |
First Lien Secured Debt - 1,330.4% | | | | | | | | | | | | | | | | | | |
Ad.net Acquisition, LLC | | 5/6/2026 | | Media | | | 9.67 | % | | 3M L+600 | | | 8,888 | | | $ | 8,788 | | | $ | 8,821 | |
Alpine Acquisition Corp II | | 11/30/2026 | | Containers and Packaging | | | 8.22 | % | | SOFR+600 | | | 9,975 | | | | 9,790 | | | | 9,576 | |
Altamira Technologies, LLC | | 7/24/2025 | | Business Services | | | 10.81 | % | | 3M L+800 | | | 5,225 | | | | 5,113 | | | | 5,042 | |
American Insulated Glass, LLC | | 12/21/2023 | | Building Products | | | 7.79 | % | | 3M L+550 | | | 4,883 | | | | 4,851 | | | | 4,883 | |
Anteriad, LLC (f/k/a MeritDirect, LLC) | | 5/23/2024 | | Media: Advertising, Printing & Publishing | | | 9.67 | % | | 3M L+550 | | | 5,284 | | | | 5,208 | | | | 5,284 | |
Any Hour Services | | 7/21/2027 | | Professional Services | | | 8.33 | % | | 3M L+525 | | | 3,510 | | | | 3,441 | | | | 3,440 | |
Apex Service Partners, LLC | | 7/31/2025 | | Diversified Consumer Services | | | 6.72 | % | | 1M L+525 | | | 1,010 | | | | 1,010 | | | | 1,005 | |
Apex Service Partners, LLC Term Loan B | | 7/31/2025 | | Diversified Consumer Services | | | 9.67 | % | | 3M L+625 | | | 2,202 | | | | 2,202 | | | | 2,191 | |
Apex Service Partners, LLC Term Loan C | | 7/31/2025 | | Diversified Consumer Services | | | 7.86 | % | | 3M L+525 | | | 11,115 | | | | 11,050 | | | | 11,059 | |
Applied Technical Services, LLC | | 12/29/2026 | | Commercial Services & Supplies | | | 8.76 | % | | 3M L+575 | | | 8,421 | | | | 8,317 | | | | 8,211 | |
Arcfield Acquisition Corp. | | 3/7/2028 | | Aerospace and Defense | | | 8.99 | % | | SOFR + 575 | | | 4,677 | | | | 4,588 | | | | 4,583 | |
Beta Plus Technologies, Inc. | | 7/1/2029 | | Business Services | | | 7.76 | % | | SOFR + 525 | | | 5,000 | | | | 4,903 | | | | 4,900 | |
Blackhawk Industrial Distribution, Inc. | | 9/17/2024 | | Distributors | | | 8.62 | % | | SOFR + 500 | | | 15,293 | | | | 15,102 | | | | 14,956 | |
Broder Bros., Co. | | 12/2/2022 | | Consumer Products | | | 7.39 | % | | 3M L+600 | | | 2,417 | | | | 2,417 | | | | 2,417 | |
By Light Professional IT Services, LLC | | 5/16/2024 | | High Tech Industries | | | 9.20 | % | | 1M L+662 | | | 14,822 | | | | 14,771 | | | | 14,674 | |
Cadence Aerospace, LLC | | 11/14/2023 | | Aerospace and Defense | | | 11.31 | % | | 3M L+325 | | | 12,412 | | | | 12,385 | | | | 12,288 | |
| | | | | | (PIK 11.31%) | | | | | | | | | | | | |
Cartessa Aesthetics, LLC | | 5/13/2028 | | Distributors | | | 9.55 | % | | SOFR + 600 | | | 6,484 | | | | 6,359 | | | | 6,386 | |
CF512, Inc. | | 8/20/2026 | | Media | | | 9.08 | % | | 3M L+600 | | | 4,950 | | | | 4,866 | | | | 4,876 | |
CHA Holdings, Inc. | | 4/10/2025 | | Construction and Engineering | | | 8.17 | % | | 3M L+450 | | | 5,557 | | | | 5,487 | | | | 5,557 | |
Challenger Performance Optimization, Inc. | | 8/31/2023 | | Business Services | | | 9.27 | % | | 1M L+575 | | | 9,271 | | | | 9,247 | | | | 8,993 | |
| | | | | | (PIK 1.00%) | | | | | | | | | | | | |
Connatix Buyer, Inc. | | 7/13/2027 | | Media | | | 8.42 | % | | 3M L+550 | | | 3,907 | | | | 3,842 | | | | 3,810 | |
Crane 1 Services, Inc. | | 8/16/2027 | | Commercial Services & Supplies | | | 9.39 | % | | 3M L+575 | | | 2,110 | | | | 2,084 | | | | 2,089 | |
Douglas Products and Packaging Company LLC | | 10/19/2022 | | Chemicals, Plastics and Rubber | | | 8.87 | % | | 3M L+575 | | | 8,655 | | | | 8,653 | | | | 8,655 | |
Douglas Sewer Intermediate, LLC | | 10/19/2022 | | Chemicals, Plastics and Rubber | | | 8.87 | % | | 3M L+575 | | | 7,248 | | | | 7,246 | | | | 7,248 | |
Dr. Squatch, LLC | | 8/31/2027 | | Personal Products | | | 9.42 | % | | 3M L+575 | | | 14,862 | | | | 14,610 | | | | 14,639 | |
DRI Holding Inc. | | 12/21/2028 | | Media | | | 8.37 | % | | 1M L+525 | | | 1,832 | | | | 1,680 | | | | 1,643 | |
DRS Holdings III, Inc. | | 11/3/2025 | | Consumer Goods: Durable | | | 8.87 | % | | 1M L+575 | | | 15,179 | | | | 15,103 | | | | 14,693 | |
Duraco Specialty Tapes LLC | | 6/30/2024 | | Containers and Packaging | | | 8.62 | % | | 1M L+550 | | | 10,278 | | | | 10,151 | | | | 10,031 | |
ECL Entertainment, LLC | | 5/1/2028 | | Hotels, Restaurants and Leisure | | | 10.62 | % | | 3M L+750 | | | 2,621 | | | | 2,598 | | | | 2,581 | |
ECM Industries, LLC | | 12/23/2025 | | Electronic Equipment, Instruments, and Components | | | 7.82 | % | | 3M L+475 | | | 4,974 | | | | 4,974 | | | | 4,738 | |
Exigo Intermediate II, LLC | | 3/15/2027 | | Software | | | 8.87 | % | | 1M L+575 | | | 12,935 | | | | 12,759 | | | | 12,644 | |
Fairbanks Morse Defense | | 6/17/2028 | | Aerospace and Defense | | | 8.39 | % | | 3M L+475 | | | 10,300 | | | | 10,238 | | | | 9,528 | |
Gantech Acquisition Corp. | | 5/14/2026 | | IT Services | | | 9.37 | % | | 1M L+625 | | | 14,638 | | | | 14,427 | | | | 14,199 | |
Global Holdings InterCo LLC | | 3/16/2026 | | Diversified Financial Services | | | 8.74 | % | | 3M L+600 | | | 3,904 | | | | 3,888 | | | | 3,728 | |
Graffiti Buyer, Inc. | | 8/10/2027 | | Trading Companies & Distributors | | | 9.17 | % | | 3M L+550 | | | 2,369 | | | | 2,320 | | | | 2,274 | |
Hancock Roofing and Construction L.L.C. | | 12/31/2026 | | Insurance | | | 8.67 | % | | 1M L+500 | | | 2,392 | | | | 2,347 | | | | 2,356 | |
Holdco Sands Intermediate, LLC | | 11/23/2028 | | Aerospace and Defense | | | 10.17 | % | | 3M L+600 | | | 4,963 | | | | 4,874 | | | | 4,863 | |
HW Holdco, LLC | | 12/10/2024 | | Media | | | 6.00 | % | | 6M L+575 | | | 3,052 | | | | 3,006 | | | | 3,014 | |
Icon Partners III, LP | | 5/11/2028 | | Automobiles | | | 7.55 | % | | 3M L+450 | | | 2,327 | | | | 1,997 | | | | 1,701 | |
IDC Infusion Services, Inc. | | 12/30/2026 | | Healthcare Equipment and Supplies | | | 10.20 | % | | SOFR+700 | | | 9,950 | | | | 9,833 | | | | 9,502 | |
Imagine Acquisitionco, LLC | | 11/15/2027 | | Software | | | 8.42 | % | | 1M L+550 | | | 5,364 | | | | 5,261 | | | | 5,230 | |
Inception Fertility Ventures, LLC | | 12/7/2023 | | Healthcare Providers and Services | | | 8.55 | % | | SOFR+700 | | | 16,620 | | | | 16,309 | | | | 16,454 | |
Integrative Nutrition, LLC | | 9/29/2023 | | Diversified Consumer Services | | | 8.42 | % | | 3M L+475 | | | 11,187 | | | | 11,168 | | | | 10,963 | |
Integrity Marketing Acquisition, LLC | | 8/27/2025 | | Insurance | | | 7.58 | % | | 1M L+550 | | | 5,966 | | | | 5,885 | | | | 5,906 | |
ITI Holdings, Inc. | | 3/3/2028 | | IT Services | | | 8.67 | % | | SOFR + 550 | | | 3,980 | | | | 3,917 | | | | 3,900 | |
K2 Pure Solutions NoCal, L.P. | | 12/20/2023 | | Chemicals, Plastics and Rubber | | | 11.12 | % | | 1M L+800 | | | 19,250 | | | | 19,103 | | | | 19,250 | |
Kinetic Purchaser, LLC | | 11/10/2027 | | Personal Products | | | 9.67 | % | | 3M L+600 | | | 16,830 | | | | 16,451 | | | | 16,494 | |
Lash OpCo, LLC | | 2/18/2027 | | Personal Products | | | 11.17 | % | | 3M L+700 | | | 14,355 | | | | 14,074 | | | | 14,068 | |
LAV Gear Holdings, Inc. | | 10/31/2024 | | Capital Equipment | | | 9.70 | % | | 3M L+550 | | | 10,578 | | | | 10,539 | | | | 10,335 | |
| | | | | | (PIK 2.00%) | | | | | | | | | | | | |
Lightspeed Buyer Inc. | | 2/3/2026 | | Healthcare Providers and Services | | | 9.04 | % | | 3M L+575 | | | 10,598 | | | | 10,428 | | | | 10,254 | |
Lucky Bucks, LLC | | 7/20/2027 | | Hotel, Gaming and Leisure | | | 8.31 | % | | 3M L+550 | | | 4,331 | | | | 4,258 | | | | 3,183 | |
Magenta Buyer, LLC | | 7/31/2028 | | Software | | | 7.87 | % | | 1M L+475 | | | 2,695 | | | | 2,539 | | | | 2,425 | |
Marketplace Events, LLC - Super Priority First Lien Term Loan | | 9/30/2025 | | Media: Diversified and Production | | | 8.19 | % | | 1M L+525 | | | 647 | | | | 647 | | | | 647 | |
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan | | 9/30/2025 | | Media: Diversified and Production | | | | | | | | 589 | | | | - | | | | - | |
Marketplace Events, LLC | | 9/30/2026 | | Media: Diversified and Production | | | 8.19 | % | | 1M L+525 | | | 4,837 | | | | 3,527 | | | | 4,837 | |
Mars Acquisition Holdings Corp. | | 5/14/2026 | | Media | | | 8.62 | % | | 1M L+550 | | | 9,900 | | | | 9,782 | | | | 9,851 | |
MBS Holdings, Inc. | | 4/16/2027 | | Internet Software and Services | | | 8.56 | % | | 3M L+575 | | | 7,406 | | | | 7,296 | | | | 7,332 | |
MDI Buyer, Inc. | | 7/25/2028 | | Chemicals, Plastics and Rubber | | | 8.98 | % | | 3M L+500 | | | 5,000 | | | | 4,902 | | | | 4,900 | |
Meadowlark Acquirer, LLC | | 12/10/2027 | | Professional Services | | | 9.17 | % | | 3M L+650 | | | 2,396 | | | | 2,353 | | | | 2,372 | |
Mission Critical Electronics, Inc. | | 3/28/2024 | | Capital Equipment | | | 8.70 | % | | SOFR+500 | | | 5,829 | | | | 5,817 | | | | 5,759 | |
Municipal Emergency Services, Inc. | | 9/28/2027 | | Distributors | | | 8.67 | % | | 3M L+500 | | | 3,465 | | | | 3,405 | | | | 3,264 | |
NBH Group LLC | | 8/19/2026 | | Healthcare, Education & Childcare | | | 7.80 | % | | 1M L+550 | | | 10,820 | | | | 10,641 | | | | 10,820 | |
New Milani Group LLC | | 6/6/2024 | | Consumer Goods: Non-Durable | | | 7.75 | % | | 3M L+500 | | | 14,363 | | | | 14,319 | | | | 14,111 | |
OIS Management Services, LLC | | 7/9/2026 | | Healthcare Equipment and Supplies | | | 8.40 | % | | SOFR+475 | | | 5,060 | | | | 4,991 | | | | 5,060 | |
One Stop Mailing, LLC | | 5/7/2027 | | Air Freight and Logistics | | | 9.37 | % | | 1M L+625 | | | 14,598 | | | | 14,353 | | | | 14,160 | |
Output Services Group, Inc. | | 3/27/2024 | | Business Services | | | 9.80 | % | | 3M L+425 | | | 7,682 | | | | 7,676 | | | | 5,838 | |
Owl Acquisition, LLC | | 2/4/2028 | | Professional Services | | | 8.41 | % | | 3M L+575 | | | 3,990 | | | | 3,918 | | | | 3,890 | |
Ox Two, LLC | | 5/18/2026 | | Construction and Building | | | 9.81 | % | | 3M L+600 | | | 4,925 | | | | 4,866 | | | | 4,827 | |
PH Beauty Holdings III, Inc. | | 9/29/2025 | | Wholesale | | | 8.07 | % | | 1M L+500 | | | 9,593 | | | | 9,234 | | | | 7,674 | |
PL Acquisitionco, LLC | | 11/9/2027 | | Textiles, Apparel and Luxury Goods | | | 9.62 | % | | 1M L+650 | | | 8,238 | | | | 8,111 | | | | 8,032 | |
Plant Health Intermediate, Inc. | | 10/19/2022 | | Chemicals, Plastics and Rubber | | | 8.87 | % | | 3M L+575 | | | 1,562 | | | | 1,561 | | | | 1,562 | |
PlayPower, Inc. | | 5/8/2026 | | Consumer Goods: Durable | | | 9.17 | % | | 3M L+550 | | | 2,580 | | | | 2,500 | | | | 2,309 | |
Pragmatic Institute, LLC | | 7/6/2028 | | Education | | | 9.30 | % | | SOFR+575 | | | 11,250 | | | | 11,056 | | | | 11,138 | |
Quantic Electronics, LLC | | 11/19/2026 | | Aerospace and Defense | | | 8.41 | % | | 1M L+625 | | | 4,845 | | | | 4,755 | | | | 4,729 | |
Quantic Electronics, LLC - Unfunded Term Loan | | 11/19/2026 | | Aerospace and Defense | | | | | 1M L+625 | | | 1,888 | | | | - | | | | - | |
Reception Purchaser, LLC | | 2/28/2028 | | Air Freight and Logistics | | | 9.13 | % | | SOFR+600 | | | 4,975 | | | | 4,904 | | | | 4,751 | |
Recteq, LLC | | 1/29/2026 | | Leisure Products | | | 9.92 | % | | 3M L+600 | | | 4,925 | | | | 4,856 | | | | 4,753 | |
Research Now Group, LLC and Dynata, LLC | | 12/20/2024 | | Diversified Consumer Services | | | 8.84 | % | | 3M L+550 | | | 12,564 | | | | 12,354 | | | | 11,291 | |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7
|
PennantPark Senior Secured Loan Fund I LLC |
Consolidated Schedule of Investments |
September 30, 2022 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuer Name | | Maturity | | | Industry | | Current Coupon | | | Basis Point Spread Above Index (1) | | | Par / Shares | | | Cost | | | Fair Value (2) | |
Sales Benchmark Index LLC | | 1/3/2025 | | | Professional Services | | | 9.67 | % | | 3M L+600 | | | | 5,013 | | | $ | 4,960 | | | $ | 4,963 | |
Sargent & Greenleaf Inc. | | 12/20/2024 | | | Wholesale | | | 8.62 | % | | 3M L+550 | | | | 5,240 | | | | 5,202 | | | | 5,187 | |
Schlesinger Global, Inc. | | 7/14/2025 | | | Business Services | | | 10.27 | % | | SOFR+500 | | | | 11,847 | | | | 11,829 | | | | 11,551 | |
| | | | | | | (PIK 0.50%) | | | | | | | | | | | | | |
Sigma Defense Systems, LLC | | 12/18/2025 | | | Aerospace and Defense | | | 12.17 | % | | 1M L+850 | | | | 14,716 | | | | 14,411 | | | | 14,421 | |
Smile Brands Inc. | | 10/14/2025 | | | Healthcare and Pharmaceuticals | | | 7.05 | % | | 3M L+450 | | | | 11,917 | | | | 11,807 | | | | 11,470 | |
Solutionreach, Inc. | | 1/17/2024 | | | Healthcare and Pharmaceuticals | | | 8.87 | % | | 1M L+575 | | | | 5,647 | | | | 5,625 | | | | 5,511 | |
Spendmend Holdings LLC | | 3/1/2028 | | | Healthcare Technology | | | 8.63 | % | | SOFR+575 | | | | 2,956 | | | | 2,916 | | | | 2,873 | |
STV Group Incorporated | | 12/11/2026 | | | Construction and Building | | | 8.37 | % | | 3M L+525 | | | | 9,075 | | | | 9,011 | | | | 8,985 | |
System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC) | | 8/16/2027 | | | Aerospace and Defense | | | 8.73 | % | | SOFR+600 | | | | 14,888 | | | | 14,623 | | | | 14,649 | |
Teneo Holdings LLC | | 7/18/2025 | | | Business Services | | | 8.38 | % | | 3M L+625 | | | | 2,786 | | | | 2,757 | | | | 2,623 | |
The Aegis Technologies Group, LLC | | 10/31/2025 | | | Aerospace and Defense | | | 9.55 | % | | 3M L+500 | | | | 5,659 | | | | 5,600 | | | | 5,603 | |
The Bluebird Group LLC | | 7/27/2026 | | | Professional Services | | | 10.67 | % | | 1M L+700 | | | | 1,707 | | | | 1,679 | | | | 1,724 | |
The Infosoft Group, LLC | | 9/16/2024 | | | Media: Broadcasting and Subscription | | | 8.47 | % | | 3M L+525 | | | | 12,957 | | | | 12,952 | | | | 12,859 | |
The Vertex Companies, LLC | | 8/30/2027 | | | Construction and Engineering | | | 8.62 | % | | 1M L+550 | | | | 5,578 | | | | 5,479 | | | | 5,550 | |
TPC Canada Parent, Inc. and TPC US Parent, LLC | | 11/24/2025 | | | Consumer Goods: Non-Durable | | | 8.30 | % | | 3M L+475 | | | | 8,744 | | | | 8,604 | | | | 8,482 | |
TVC Enterprises, LLC | | 3/26/2026 | | | Diversified Consumer Services | | | 8.87 | % | | 3M L+550 | | | | 14,952 | | | | 14,871 | | | | 14,578 | |
TWS Acquisition Corporation | | 6/16/2025 | | | Diversified Consumer Services | | | 8.76 | % | | 3M L+625 | | | | 5,468 | | | | 5,450 | | | | 5,441 | |
Tyto Athene, LLC (New Issue) | | 4/1/2028 | | | IT Services | | | 7.76 | % | | 3M L+550 | | | | 15,550 | | | | 15,421 | | | | 14,446 | |
UBEO, LLC | | 4/3/2024 | | | Capital Equipment | | | 8.17 | % | | 3M L+450 | | | | 17,390 | | | | 17,305 | | | | 17,129 | |
Unique Indoor Comfort, LLC | | 5/24/2027 | | | Home and Office Furnishings, Housewares | | | 8.95 | % | | SOFR+525 | | | | 4,975 | | | | 4,880 | | | | 4,866 | |
Walker Edison Furniture Company LLC | | 3/31/2027 | | | Wholesale | | | 12.42 | % | | 3M L+575 | | | | 12,684 | | | | 12,438 | | | | 8,473 | |
| | | | | | | (PIK 3.0%) | | | | | | | | | | | | | |
Wildcat Buyerco, Inc. | | 2/27/2026 | | | Electronic Equipment, Instruments, and Components | | | 9.45 | % | | SOFR+550 | | | | 8,546 | | | | 8,506 | | | | 8,261 | |
Zips Car Wash, LLC | | 3/1/2024 | | | Automobiles | | | 10.35 | % | | 3M L+725 | | | | 16,957 | | | | 16,711 | | | | 16,533 | |
| | | | | | | | | | | | | | | | | | | | |
Total First Lien Secured Debt | | | | | | | | | | | | | | | | | 767,316 | | | | 751,627 | |
Second Lien Secured Debt - 5.0% | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Inventus Power, Inc. | | 9/29/2024 | | | Consumer Goods: Durable | | | 12.17 | % | | 3M L+850 | | | | 3,000 | | | | 2,963 | | | | 2,955 | |
Total Second Lien Secured Debt | | | | | | | | | | | | | | | | | 2,963 | | | | 2,955 | |
Equity Securities - 0.4% | | | | | | | | | | | | | | | | | | | | |
New MPE Holdings, LLC | | | — | | | Media: Diversified and Production | | | — | | | | — | | | | — | | | | — | | | | 139 | |
Total Equity Securities | | | | | | | | | | | | | | | | | — | | | | 139 | |
Total Investments - 1,335.9% | | | | | | | | | | | | 770,280 | | | | 754,722 | |
Cash and Cash Equivalents - 59.7% | | | | | | | | | | | | | | | |
BlackRock Federal FD Institutional 30 | | | | | | | | | | | | | | | | | 33,725 | | | | 33,705 | |
Total Cash and Cash Equivalents | | | | | | | | | | | | | | | | | 33,725 | | | | 33,705 | |
Total Investments and Cash Equivalents —1,329.0% | | | | | | | | | | | | | | | | $ | 804,005 | | | $ | 788,427 | |
Liabilities in Excess of Other Assets — (1,229.0)% | | | | | | | | | | | | | | | | | | | | (731,931 | ) |
Members' Equity—100.0% | | | | | | | | | | | | | | | | | | | $ | 56,496 | |
|
(1) Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR or “L”, Secured Overnight Financing Rate or "SOFR", or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any. |
(2) Valued based on PSSL’s accounting policy. |
(3) Represents the purchase of a security with a delayed settlement or a revolving line of credit that is currently an unfunded investment. This security does not earn a basis point spread above an index while it is unfunded. |
|
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8
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| | | | | | | | | | | | | | | |
PennantPark Senior Secured Loan Fund I LLC |
Consolidated Schedule of Investments |
September 30, 2021 |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Issuer Name | | Maturity | | Industry | | Current Coupon | | | Basis Point Spread Above Index (1) | | Par | | | Cost | | | Fair Value (2) | |
First Lien Secured Debt - 1,088.% | | | | | | | | | | | | | | | | | | |
Ad.net Acquisition, LLC | | 05/06/2026 | | Media | | | 7.00 | % | | 3M L+600 | | | 8,978 | | | $ | 8,852 | | | $ | 8,843 | |
Altamira Technologies, LLC | | 07/24/2025 | | Business Services | | | 8.00 | % | | 3M L+700 | | | 5,525 | | | | 5,376 | | | | 5,180 | |
American Insulated Glass, LLC | | 12/21/2023 | | Building Products | | | 6.50 | % | | 3M L+550 | | | 5,721 | | | | 5,653 | | | | 5,663 | |
Apex Service Partners, LLC | | 07/31/2025 | | Diversified Consumer Services | | | 6.25 | % | | 3M L+525 | | | 1,021 | | | | 1,021 | | | | 1,010 | |
Apex Service Partners, LLC Term Loan B | | 07/31/2025 | | Diversified Consumer Services | | | 6.50 | % | | 1M L+550 | | | 2,222 | | | | 2,222 | | | | 2,200 | |
Apex Service Partners, LLC Term Loan C | | 07/31/2025 | | Diversified Consumer Services | | | 6.25 | % | | 3M L+525 | | | 4,174 | | | | 4,103 | | | | 4,132 | |
Applied Technical Services, LLC | | 12/29/2026 | | Commercial Services & Supplies | | | 6.75 | % | | 3M L+575 | | | 4,511 | | | | 4,419 | | | | 4,421 | |
By Light Professional IT Services, LLC | | 05/16/2022 | | High Tech Industries | | | 7.25 | % | | 1M L+625 | | | 12,880 | | | | 12,869 | | | | 12,880 | |
Cadence Aerospace, LLC | | 11/14/2023 | | Aerospace and Defense | | | 9.50 | % | | 3M L+850 | | | 12,282 | | | | 12,231 | | | | 11,981 | |
| | | | | | | P(IK 9.50%) | | | | | | | | | | | | |
Cano Health | | 11/23/2027 | | Healthcare, Education & Childcare | | | 5.25 | % | | 3M L+450 | | | 2,653 | | | | 2,647 | | | | 2,654 | |
CHA Holdings, Inc. | | 04/10/2025 | | Construction and Engineering | | | 5.50 | % | | 3M L+450 | | | 5,615 | | | | 5,519 | | | | 5,530 | |
Challenger Performance Optimization, Inc. | | 08/31/2023 | | Business Services | | | 8.00 | % | | 1M L+675 | | | 9,501 | | | | 9,454 | | | | 9,216 | |
| | | | | | | P(IK 1.00%) | | | | | | | | | | | | |
Connatix Buyer, Inc | | 07/13/2027 | | Media | | | 6.25 | % | | 1M L+550 | | | 4,000 | | | | 3,922 | | | | 3,920 | |
CoolSys, Inc | | 08/04/2028 | | Business Services | | | 5.50 | % | | 1M L+475 | | | 1,909 | | | | 1,890 | | | | 1,914 | |
Crane 1 Services Inc | | 08/16/2027 | | Commercial Services & Supplies | | | 6.75 | % | | 1M L+575 | | | 2,132 | | | | 2,100 | | | | 2,110 | |
Crash Champions, LLC | | 08/05/2025 | | Automobiles | | | 6.00 | % | | 3M L+500 | | | 8,978 | | | | 8,802 | | | | 8,798 | |
Digital Room Holdings, Inc. | | 05/22/2026 | | Commercial Services & Supplies | | | 5.08 | % | | 1M L+500 | | | 3,228 | | | | 3,111 | | | | 3,186 | |
Douglas Products and Packaging Company LLC | | 10/19/2022 | | Chemicals, Plastics and Rubber | | | 6.75 | % | | 3M L+575 | | | 8,746 | | | | 8,695 | | | | 8,746 | |
Douglas Sewer Intermediate, LLC | | 10/19/2022 | | Chemicals, Plastics and Rubber | | | 6.75 | % | | 3M L+575 | | | 7,323 | | | | 7,278 | | | | 7,323 | |
Dr. Squatch, LLC | | 8/27/2026 | | Personal Products | | | 7.00 | % | | 3M L+600 | | | 10,000 | | | | 9,803 | | | | 9,800 | |
DRS Holdings III, Inc. | | 11/03/2025 | | Consumer Goods: Durable | | | 7.25 | % | | 1M L+625 | | | 15,676 | | | | 15,584 | | | | 15,566 | |
East Valley Tourist Development Authority | | 03/07/2022 | | Hotels, Restaurants and Leisure | | | 9.00 | % | | 3M L+800 | | | 5,719 | | | | 5,624 | | | | 5,633 | |
| | | | | | | P(IK 3.50%) | | | | | | | | | | | | |
ECL Entertainment, LLC | | 03/312028 | | Hotels, Restaurants and Leisure | | | 8.25 | % | | 1M L+750 | | | 2,647 | | | | 2,621 | | | | 2,707 | |
ECM Industries, LLC | | 12/23/2025 | | Electronic Equipment, Instruments, and Components | | | 5.50 | % | | 1M L+450 | | | 4,994 | | | | 4,994 | | | | 4,894 | |
Fairbanks More Defense | | 06/17/2028 | | Aerospace and Defense | | | 5.50 | % | | 3M L+475 | | | 10,000 | | | | 9,955 | | | | 10,000 | |
FlexPrint, LLC | | 01/02/2024 | | Commercial Services & Supplies | | | 6.02 | % | | 1M L+590 | | | 4,770 | | | | 4,732 | | | | 4,746 | |
Gantech Acquisition Corp. | | 05/14/2026 | | IT Services | | | 7.25 | % | | 3M L+625 | | | 14,925 | | | | 14,648 | | | | 14,627 | |
Global Holdings InterCo LLC | | 03/16/2026 | | Diversified Financial Services | | | 7.00 | % | | 3M L+600 | | | 3,968 | | | | 3,948 | | | | 3,948 | |
Graffiti Buyer, Inc | | 08/10/2027 | | Trding Companies & Distributors | | | 6.75 | % | | 3M L+575 | | | 2,393 | | | | 2,346 | | | | 2,357 | |
Hancock Roofing and Construction L.L.C. | | 12/31/2026 | | Insurance | | | 6.00 | % | | 3M L+500 | | | 2,481 | | | | 2,425 | | | | 2,456 | |
Holdco Sands Intermediate, LLC | | 12/19/2025 | | Aerospace and Defense | | | 7.50 | % | | 3M L+600 | | | 6,474 | | | | 6,407 | | | | 6,441 | |
IMIA Holdings, Inc. | | 04/09/2027 | | Aerospace and Defense | | | 6.75 | % | | 3M L+575 | | | 13,589 | | | | 13,338 | | | | 13,317 | |
Integrative Nutrition, LLC | | 09/29/2023 | | Diversified Consumer Services | | | 5.50 | % | | 3M L+450 | | | 11,567 | | | | 11,528 | | | | 11,567 | |
K2 Pure Solutions NoCal, L.P. | | 12/20/2023 | | Chemicals, Plastics and Rubber | | | 8.00 | % | | 1M L+700 | | | 19,450 | | | | 19,193 | | | | 18,933 | |
LAV Gear Holdings, Inc. | | 10/31/2024 | | Capital Equipment | | | 8.50 | % | | 3M L+750 | | | 10,491 | | | | 10,435 | | | | 9,833 | |
| | | | | | | P(IK 1.00%) | | | | | | | | | | | | |
Lightspeed Buyer Inc. | | 02/3/2026 | | Healthcare Providers and Services | | | 6.75 | % | | 1M L+575 | | | 5,707 | | | | 5,606 | | | | 5,707 | |
Lucky Bucks, LLC | | 07/20/2027 | | Hotel, Gaming and Leisure | | | 6.25 | % | | 1M L+550 | | | 4,500 | | | | 4,411 | | | | 4,424 | |
Marketplace Events, LLC (3)(4) | | 09/30/2025 | | Media: Diversified and Production | | | 6.25 | % | | 3M L+525 | | | 617 | | | | 617 | | | | 617 | |
Super Priority First Lien Term Loan | | | | | | | P(IK 6.25%) | | | | | | | | | | | | |
Marketplace Events, LLC - Super Priority First Lien Unfunded Term Loan (3)(4) | | 09/30/2025 | | Media: Diversified and Production | | — | | | — | | | 589 | | | | — | | | | — | |
Marketplace Events LLC (4) | | 09/30/2026 | | Media: Diversified and Production | | | 0.00 | % | | — | | | 4,615 | | | | 3,441 | | | | 4,615 | |
Mars Acquisition Holdings Corp. | | 05/14/2026 | | Media | | | 6.50 | % | | 1M L+550 | | | 10,000 | | | | 9,813 | | | | 9,900 | |
MBS Holdings, Inc. | | 04/16/2027 | | Internet Software and Services | | | 6.75 | % | | 3M L+575 | | | 7,481 | | | | 7,338 | | | | 7,332 | |
MeritDirect, LLC | | 05/23/2024 | | Media: Advertising, Printing & Publishing | | | 6.50 | % | | 3M L+550 | | | 5,532 | | | | 5,412 | | | | 5,477 | |
Mission Critical Electronics, Inc. | | 09/28/2022 | | Capital Equipment | | | 6.00 | % | | 3M L+500 | | | 5,890 | | | | 5,877 | | | | 5,890 | |
NBH Group LLC | | 08/19/2026 | | Healthcare, Education & Culture | | | 6.50 | % | | 3M L+550 | | | 10,902 | | | | 10,687 | | | | 10,684 | |
New Milani Group LLC | | 06/06/2024 | | Consumer Goods: Non-Durable | | | 6.50 | % | | 1M L+550 | | | 14,550 | | | | 14,481 | | | | 13,895 | |
OIS Management Services LLC | | 07/09/2026 | | Healthcare Equipment and Supplies | | | 5.75 | % | | 1M L+475 | | | 1,995 | | | | 1,966 | | | | 1,965 | |
One Stop Mailing, LLC | | 05/07/2027 | | Air Freight and Logistics | | | 7.25 | % | | 1M L+625 | | | 14,920 | | | | 14,631 | | | | 14,659 | |
Output Services Group, Inc. | | 03/27/2024 | | Business Services | | | 5.50 | % | | 1M L+450 | | | 7,743 | | | | 7,733 | | | | 7,047 | |
Ox Two, LLC | | 05/18/2026 | | Construction and Building | | | 7.00 | % | | 3M L+600 | | | 4,975 | | | | 4,901 | | | | 4,876 | |
PH Beauty Holdings III, Inc. | | 09/29/2025 | | Wholesale | | | 5.12 | % | | 1M L+500 | | | 9,693 | | | | 9,514 | | | | 9,467 | |
Plant Health Intermediate, Inc. | | 10/19/2022 | | Chemicals, Plastics and Rubber | | | 6.75 | % | | 3M L+575 | | | 1,578 | | | | 1,568 | | | | 1,578 | |
PlayPower, Inc. | | 05/8/2026 | | Consumer Goods: Durable | | | 5.63 | % | | 3M L+550 | | | 3,805 | | | | 3,720 | | | | 3,736 | |
Recteq, LLC | | 01/29/2026 | | Leisure Products | | | 7.00 | % | | 3M L+600 | | | 4,975 | | | | 4,888 | | | | 4,925 | |
Research Now Group, Inc. and Survey Sampling International LLC | | 12/20/2024 | | Diversified Consumer Services | | | 6.50 | % | | 3M L+550 | | | 10,680 | | | | 10,592 | | | | 10,544 | |
Sales Benchmark Index LLC | | 01/03/2025 | | Professional Services | | | 7.75 | % | | 3M L+600 | | | 5,578 | | | | 5,496 | | | | 5,439 | |
Sargent & Greenleaf Inc. | | 12/20/2024 | | Wholesale | | | 7.00 | % | | 1M L+550 | | | 5,550 | | | | 5,493 | | | | 5,550 | |
Schlesinger Global, Inc. | | 07/14/2025 | | Business Services | | | 8.00 | % | | 3M L+700 | | | 11,785 | | | | 11,760 | | | | 11,254 | |
Smile Brands Inc. | | 10/14/2024 | | Healthcare and Pharmaceuticals | | | 5.32 | % | | 3M L+450 | | | 12,576 | | | | 12,459 | | | | 12,451 | |
Snak Club, LLC | | 07/19/2022 | | Beverage, Food and Tobacco | | | 7.00 | % | | 1M L+600 | | | 4,388 | | | | 4,362 | | | | 4,388 | |
Solutionreach, Inc. | | 01/17/2024 | | Healthcare and Pharmaceuticals | | | 6.75 | % | | 1M L+575 | | | 5,892 | | | | 5,854 | | | | 5,892 | |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9
PennantPark Senior Secured Loan Fund I LLC
Consolidated Schedule of Investments
September 30, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Issuer Name | | Maturity | | | Industry | | Current Coupon | | | Basis Point Spread Above Index (1) | | | Par / Shares | | | Cost | | | Fair Value (2) | |
Spectacle Gary Holdings, LLC | | 12/23/2025 | | | Hotels, Restaurants and Leisure | | | 11.00 | % | | 1M L+900 | | | | 4,389 | | | $ | 4,506 | | | $ | 4,765 | |
STV Group Incorporated | | 12/11/2026 | | | Construction and Building | | | 5.33 | % | | 1M L+525 | | | | 9,075 | | | | 9,004 | | | | 9,030 | |
TAC LifePort Purchaser, LLC | | 03/01/2026 | | | Aerospace and Defense | | | 7.00 | % | | 3M L+600 | | | | 4,950 | | | | 4,860 | | | | 4,948 | |
TeleGuam Holdings, LLC | | 11/20/2025 | | | Telecommunications | | | 5.50 | % | | 1M L+450 | | | | 10,337 | | | | 10,313 | | | | 10,234 | |
Teneo Holdings LLC | | 07/18/2025 | | | Business Services | | | 6.25 | % | | 1M L+525 | | | | 2,309 | | | | 2,306 | | | | 2,297 | |
The Aegis Technologies Group, LLC | | 10/31/2025 | | | Aerospace and Defense | | | 6.77 | % | | 3M L+550 | | | | 5,713 | | | | 5,634 | | | | 5,656 | |
The Bluebird Group LLC | | 07/27/2026 | | | Professional Services | | | 8.00 | % | | 3M L+700 | | | | 1,744 | | | | 1,710 | | | | 1,733 | |
The Infosoft Group, LLC | | 09/16/2024 | | | Media: Broadcasting and Subscription | | | 6.75 | % | | 6M L+575 | | | | 13,383 | | | | 13,376 | | | | 13,383 | |
The Vertex Companies, LLC | | 08/30/2027 | | | Construction and Engineering | | | 6.50 | % | | 6M L+550 | | | | 5,634 | | | | 5,523 | | | | 5,529 | |
TPC Canada Parent, Inc. and TPC US Parent, LLC | | 11/24/2025 | | | Consumer Goods: Non-Durable | | | 6.25 | % | | 3M L+525 | | | | 8,834 | | | | 8,655 | | | | 8,569 | |
TVC Enterprises, LLC | | 03/26/2026 | | | Diversified Consumer Services | | | 6.75 | % | | 1M L+575 | | | | 8,558 | | | | 8,593 | | | | 8,558 | |
TWS Acquisition Corporation | | 06/16/2025 | | | Diversified Consumer Services | | | 7.25 | % | | 1M L+625 | | | | 6,636 | | | | 6,599 | | | | 6,636 | |
Tyto Athene, LLC | | 08/27/2024 | | | IT Services | | | 6.25 | % | | 1M L+550 | | | | 11,443 | | | | 11,334 | | | | 11,443 | |
UBEO, LLC | | 04/03/2024 | | | Capital Equipment | | | 5.50 | % | | 1M L+450 | | | | 17,571 | | | | 17,457 | | | | 17,483 | |
Urology Management Associates, LLC | | 08/30/2024 | | | Healthcare and Pharmaceuticals | | | 5.50 | % | | 1M L+450 | | | | 11,030 | | | | 10,849 | | | | 10,975 | |
Walker Edison Furniture Company LLC | | 03/31/2027 | | | Wholesale | | | 6.75 | % | | 1M L+575 | | | | 12,438 | | | | 12,142 | | | | 11,971 | |
Wildcat Buyerco, Inc. | | 02/27/2026 | | | Electronic Equipment, Instruments, and Components | | | 6.00 | % | | 3M L+500 | | | | 5,706 | | | | 5,656 | | | | 5,678 | |
Total First Lien Secured Debt | | | | | | | | | | | | | | | | | 558,880 | | | | 557,732 | |
Second Lien Secured Debt - 10.5% | | | | | | | | | | | | | | | | | | | | |
DBI Intermediate Holdco, LLC, Term Loan B (4) | | 02/02/2026 | | | Business Services | | | 11.00 | % | | | — | | | | 2,434 | | | | 2,434 | | | | 2,434 | |
| | | | | | | | P(IK 9.00%) | | | | | | | | | | | | | |
Inventus Power, Inc. | | 09/29/2024 | | | Consumer Goods: Durable | | | 9.50 | % | | 3M L+850 | | | | 3,000 | | | | 2,947 | | | | 2,940 | |
Total Second Lien Secured Debt | | | | | | | | | | | | | | | | | 5,381 | | | | 5,374 | |
Equity Securities - 3.3% | | | | | | | | | | | | | | | | | | | | |
DBI Intermediate Holdco, LLC, Series A-1 (4) | | | — | | | Business Services | | | 13.00 | % | | | — | | | | 7 | | | | 5,034 | | | | — | |
DBI Intermediate Holdco, LLC, Series AA (4) | | | — | | | Business Services | | | — | | | | — | | | | 7 | | | | 6,731 | | | | 1,315 | |
DBI Intermediate Holdco, LLC, Series B (4) | | | — | | | Business Services | | | — | | | | — | | | | 1,065 | | | | 237 | | | | — | |
New MPE Holdings, LLC | | | — | | | Media: Diversified and Production | | | — | | | | — | | | | 0 | | | | — | | | | 362 | |
Total Equity Securities | | | | | | | | | | | | | | | | | 12,002 | | | | 1,677 | |
Total Investments - 1,101.7% | | | | | | | | | | | | 576,263 | | | | 564,783 | |
Cash and Cash Equivalents - 55.3% | | | | | | | | | | | | | | | |
BlackRock Federal FD Institutional 30 | | | | | | | | | | | | | | | | | 28,191 | | | | 28,191 | |
US Bank Cash | | | | | | | | | | | | | | | | | 196 | | | | 183 | |
Total Cash and Cash Equivalents | | | | | | | | | | | | | | | | | 28,387 | | | | 28,374 | |
Total Investments and Cash Equivalents —1,157.1% | | | | | | | | | | | | | | | | $ | 604,650 | | | $ | 593,157 | |
Liabilities in Excess of Other Assets — (1,057.1)% | | | | | | | | | | | | | | | | | | | | (541,893 | ) |
Members' Equity—100.0% | | | | | | | | | | | | | | | | | | | $ | 51,264 | |
|
(1) Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable LIBOR, or “L” or Prime rate or “P”. The spread may change based on the type of rate used. The terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period. LIBOR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day LIBOR rate (1M L, 2M L, 3M L, or 6M L, respectively), at the borrower’s option. All securities are subject to a LIBOR or Prime rate floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any. |
(2) Valued based on PSSL’s accounting policy. |
(3) Non-U.S. company or principal place of business outside the United States. |
(4) Security currently on interest non-accrual status. |
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10
PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
PennantPark Senior Secured Loan Fund I LLC ("PSSL"), is organized as a Delaware limited liability company and commenced operations in May 2017. PSSL is a joint venture between PennantPark Floating Rate Capital Ltd. ("PFLT") and Trinity Universal Insurance Company, a subsidiary of Kemper Corporation (NYSE: KMPR), ("Kemper"). In this report, except where the context suggests otherwise, the terms “Company,” “we,” “our,” or “us” refer to PSSL and its consolidated subsidiary.
The Company's investment objectives are to generate current income and capital appreciation while seeking to preserve capital. We seek to achieve our investment objective by investing primarily in loans bearing a variable-rate of interest, or floating rate loans, and other investments made to U.S. middle-market companies whose debt is rated below investment grade. Floating rate loans pay interest at variable rates, which are determined periodically, on the basis of a floating base lending rate such as London Interbank Offered Rate ("LIBOR"), and Secured Overnight Financing Rate ("SOFR"), with or without a floor, plus a fixed spread.
PFLT and Kemper (individually a "Member" and collectively the "Members") provide capital to PSSL in the form of notes and equity interests. As of September 30, 2022 and 2021, PFLT and Kemper owned 87.5% and 12.5%, respectively, of each of the outstanding notes and equity interests. The administrative agent of the Company is PennantPark Investment Administration, LLC, (the "Administrative Agent"). The Bank of New York Mellon Corporation, or the Sub-Administrator, provides certain services to the Administrative Agent with respect to certain accounting matters and has the responsibility for the official books and records.
PFLT and Kemper each appointed two members to PSSL’s four-person board of directors and investment committee. All material decisions with respect to PSSL, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors or investment committee. Quorum is defined as (i) the presence of two members of the board of directors or investment committee; provided that at least one individual is present that was elected, designated or appointed by each of the Members; (ii) the presence of three members of the board of directors or investment committee, provided that the individual that was elected, designated or appointed by the Member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each of the Members.
In May 2017, PennantPark Senior Secured Loan Facility LLC ("PSSL I"), a wholly-owned subsidiary of PSSL, was formed as a financing subsidiary for purposes of entering into a multi-currency senior secured revolving credit facility, with Capital One, N.A. (see Note 10). The $325 million Credit Facility has a maturity date of May 2, 2023 and is priced at 2.25% over LIBOR. On January 27, 2021, PSSL terminated the facility with Capital One, N.A.
In January 2021, Pennant Park Senior Secured Loan Facility II, LLC ("PSSL II"), a wholly-owned subsidiary of PSSL, was formed as a financing subsidiary for purposes of entering into a senior secured revolving credit facility with Ally Bank (see Note 10) Credit Facility 2 has a maturity date of January 26, 2026 with an interest rate at 2.6% over LIBOR. On June 3, 2021, the facility amount was increased to $155.0 million from $125.0 million. On October 13, 2021, Credit Facility 2 was increased to $225 million from $155 million with an interest rate of 2.5% over LIBOR. On May 2, 2022, Credit Facility 2 was increased to $325 million from $225 million with and interest rate of 2.6% over daily SOFR.
PennantPark CLO II Ltd ("CLO II") In January 2021, PSSL completed a $300.7 million debt securitization in the form of a collateralized loan obligation, or the “2032 Asset-Backed Debt”. The 2032 Asset-Backed Debt is secured by a diversified portfolio of PennantPark CLO II, Ltd., a wholly-owned and consolidated subsidiary of PSSL, consisting primarily of middle market loans and participation interests in middle market loans. The 2032 Asset-Backed Debt is scheduled to mature in January 2032.
2. SIGNIFICANT ACCOUNTING POLICIES
PSSL is considered an investment company under U.S. generally accepted accounting principles ("GAAP") and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946. References to the Accounting Standards Codification, as amended ("ASC"), serves as a source of accounting literature. Subsequent events are evaluated and recognized or disclosed as appropriate for events occurring through the date the consolidated financial statements are available to be issued. The preparation of our consolidated financial statements in conformity with GAAP requires the Members to make estimates and assumptions that affect the reported amount of our assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reported periods. In the opinion of the Members, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. Actual results could differ from these estimates due to changes in the
11
PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
economic and regulatory environment, financial markets and any other parameters used in determining such estimates and assumptions. We have eliminated all intercompany balances and transactions.
Our significant accounting policies consistently applied are as follows:
(a) Investment Valuations
We expect that there may not be readily available market values for many of our investments, which are or will be in our portfolio, and we value such investments at fair value as determined in good faith by or under the direction of our board of directors using a documented valuation policy, described herein, and a consistently applied valuation process. With respect to investments for which there is no readily available market value, the factors that the board of directors may consider in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we consider the pricing indicated by the external event in determining our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and the difference may be material. See Note 4.
Our portfolio generally consists of illiquid securities, including debt investments. With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, our board of directors undertakes a multi-step valuation process each quarter, as described below:
(1)Our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of PennantPark Investment Advisers, LLC, the investment adviser to PFLT, responsible for the portfolio investment;
(2)Preliminary valuation conclusions are then documented and discussed with the management of PennantPark Investment Advisers, LLC;
(3)Our board of directors also engages independent valuation firms to conduct independent appraisals of our investments for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment. The independent valuation firms review PennantPark Investment Advisers, LLC’s preliminary valuations in light of their own independent assessment and also in light of any market quotations obtained from an independent pricing service, broker, dealer or market maker;
(4)Our board of directors reviews the preliminary valuations of PennantPark Investment Advisers, LLC and those of the independent valuation firms on a quarterly basis, periodically assesses the valuation methodologies of the independent valuation firms, and responds to and supplements the valuation recommendations of the independent valuation firms to reflect any comments; and
(5)Our board of directors assesses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of PennantPark Investment Advisers, LLC and the respective independent valuation firms.
Our board of directors generally uses market quotations to assess the value of our investments for which market quotations are readily available. We obtain these market values from independent pricing services or at bid prices obtained from at least two brokers or dealers, if available, or otherwise from a principal market maker or a primary market dealer. PennantPark Investment Advisers, LLC assesses the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
(b) Security Transactions, Revenue Recognition, and Realized/Unrealized Gains or Losses
Security transactions are recorded on a trade -date basis. We record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt investments with contractual payment-in-kind, or PIK, interest, which represents interest accrued and added to the loan balance that generally becomes due at maturity, we will generally not accrue PIK interest when the portfolio company valuation indicates that such PIK interest is not collectable. We do not accrue as a receivable, interest on loans and debt investments if we have reason to doubt our ability to collect such interest. Loan origination fees, original issue
12
PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
discount ("OID"), market discount or premium and deferred financing costs on liabilities, which we do not fair value, are capitalized and then accreted or amortized using the effective interest method as interest income or, in the case of deferred financing costs, as interest expense. Dividend income, if any, is recognized on an accrual basis on the ex-dividend date to the extent that we expect to collect such amounts. From time to time, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees and amendment fees, and are recorded as other investment income when earned.
Loans are placed on non-accrual status when principal or interest payments are past due 30 days or more and/or if there is reasonable doubt that principal or interest will be collected. Accrued interest receivable is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Members’ judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in the Members’ judgment, are likely to remain current. As of September 30, 2022, none of our portfolio companies were on non-accrual. As of September 30, 2021, we had one portfolio company on non-accrual, representing 0.7% and 0.9% of our overall portfolio on a cost and fair value basis and zero investments on non-accrual, respectively.
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method, without regard to unrealized appreciation or depreciation previously recognized, but considering prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio investments during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
(c) Income Taxes
PSSL is classified as a partnership for U.S. federal income tax purposes and is not subject to U.S. federal income tax. Accordingly, no provisions for U.S. income taxes have been made. The Members are responsible for reporting their share of the PSSL’s income or loss on their U.S. income tax returns.
In accordance with FASB ASC Topic 740, the board of directors is required to determine whether a tax position of PSSL is more likely than not, based on the technical merits of the position, to be sustained upon examination including resolution of any related appeals or litigation processes. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in PSSL recording a tax liability that would reduce members’ capital.
As of and for the years ended September 30, 2022 and 2021, there were no material uncertain income tax positions.
(d) Foreign Currency Translation
Our books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
1.Fair value of investment securities, other assets and liabilities – at the exchange rates prevailing at the end of the applicable period; and
2.Purchases and sales of investment securities, income and expenses – at the exchange rates prevailing on the respective dates of such transactions.
Although Members’ capital and fair values are presented based on the applicable foreign exchange rates described above, we do not isolate that portion of the results of operations due to changes in foreign exchange rates on investments, other assets and debt from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices to be more volatile than those of comparable U.S. companies or U.S. government securities.
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PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
(e) Consolidation
As explained by ASC paragraph 946-810-45, PSSL will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to us.
(f) Recent Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company utilized the optional expedients and exceptions provided by ASU 2020-04 during the year ended September30, 2022, the effect of which was not material to the consolidated financial statements and the notes thereto.
In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)”, which is intended to address issues identified during the post-implementation review of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendment, among other things, eliminates the accounting guidance for troubled debt restructurings by creditors in Subtopic 310-40, “Receivables - Troubled Debt Restructurings by Creditors”, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The new guidance is effective for interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of ASU 2022-02 on its consolidated financial statement and disclosures.
In June 2022, the FASB issued Accounting Standards Update No. 2022-03, or ASU, 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03, which changed the fair value measurement disclosure requirements of ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. The amendments clarify that a contractual restriction on the sale of an equity
security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early application is permitted. The Company is currently evaluating the impact the adoption of this new accounting standard will have on its consolidated financial statements, but the impact of the adoption is not expected to be material.
3. AGREEMENTS AND RELATED PARTY TRANSACTIONS
On June 10, 2022, PFLT was issued a capital call from the Company totaling $28.4 million consisting of Member notes of $19.9 million and equity interest of $8.5 million. PFLT fulfilled the June 10, 2022 capital call by contributing $28.0 million of securities and $0.4 million in cash to the Company.
For the years ended September 30, 2022 and 2021, PSSL purchased $275.8 million and $285.8 million, respectively, in investments from PFLT and other affiliated entities.
For the years ended September 30, 2022 and 2021, PSSL incurred $1.8 and $1.2 million in administrative services, respectively to the Administrative Agent. The Administrative Agent provides administration services to PSSL at an annual rate of 0.25% of average gross assets under management.
For the years ended September 30, 2022 and 2021, PSSL incurred $17.5 million and $12.6 million, respectively, in interest expense related to the notes outstanding with the Members.
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PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value, as defined under ASC 820, is the price that we would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment or liability. ASC 820 emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability based on market data obtained from sources independent of us. Unobservable inputs reflect the assumptions market participants would use in pricing an asset or liability based on the best information available to us on the reporting period date.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchies:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets, or that are quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term, if applicable, of the financial instrument.
Level 3: Inputs that are unobservable for an asset or liability because they are based on our own assumptions about how market participants would price the asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Generally, most of our investments are classified as Level 3. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the price used in an actual transaction may be different than our valuation and those differences may be material.
The inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information, disorderly transactions or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence were available. Corroborating evidence that would result in classifying these non-binding broker/dealer bids as a Level 2 asset includes observable market-based transactions for the same or similar assets or other relevant observable market-based inputs that may be used in pricing an asset.
Our investments are generally structured as debt in the form of first lien secured debt, but may also include second lien secured debt, subordinated debt and equity investments. The transaction price, excluding transaction costs, is typically the best estimate of fair value at inception. Ongoing reviews by the Members and independent valuation firms are based on an assessment of each underlying investment, incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information including comparable transactions, performance multiples and yields, among other factors. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy.
A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in our ability to observe valuation inputs may result in a reclassification for certain financial assets or liabilities.
In addition to using the above inputs in valuing cash equivalents and investments, we employ the valuation policy approved by our board of directors that is consistent with ASC 820. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. See Note 2.
As outlined in the table below, some of our Level 3 investments using a market comparable valuation technique are valued using the average of the bids from brokers or dealers. The bids include a disclaimer, may not have corroborating evidence, may be the result of a disorderly transaction and may be the result of consensus pricing. The Members assess the source and reliability of bids from brokers or dealers. If the board of directors has a bona fide reason to believe any such market quote does not reflect the
15
PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
fair value of an investment, it may independently value such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available.
Some of our investments can also be valued using a market comparable or an enterprise market value technique. With respect to investments for which there is no readily available market value, the factors that the board of directors may consider in pricing our investments at fair value include, as relevant, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flow, the markets in which the portfolio company does business, comparison to publicly traded securities and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the pricing indicated by the external event, excluding transaction costs, is used to corroborate the valuation. When using earnings multiples to value a portfolio company, the multiple used requires the use of judgment and estimates in determining how a market participant would price such an asset. These non-public investments using unobservable inputs are included in Level 3 of the fair value hierarchy. Generally, the sensitivity of unobservable inputs or combination of inputs such as industry comparable companies, market outlook, consistency, discount rates and reliability of earnings and prospects for growth, or lack thereof, affects the multiple used in pricing an investment. As a result, any change in any one of those factors may have a significant impact on the valuation of an investment. Generally, an increase in a market yield will result in a decrease in the valuation of a debt investment, while a decrease in a market yield will have the opposite effect. Generally, an increase in an EBITDA multiple will result in an increase in the valuation of an investment, while a decrease in an EBITDA will have the opposite effect.
Our Level 3 valuation techniques, unobservable inputs and ranges were categorized as follows for ASC 820 purposes:
| | | | | | | | | | | |
| | | | | | | | | | |
Asset Category | | Fair value at September 30, 2022 | | | Valuation Technique | | Unobservable Input | | Range of Input (Weighted Average) (1) |
First lien | | $ | | 127,355 | | | Market Comparable | | Broker/Dealer bids or quotes | | N/A |
First lien | | | | 615,800 | | | Market Comparable | | Market Yield | | 6.0% – 12.2% (9.1%) |
First lien | | | | 8,473 | | | Enterprise Market Value | | EBITDA Multiple | | 14.0x |
Second Lien | | | | 2,955 | | | Market Comparable | | Market Yield | | 12.2% - 12.2% (12.2%) |
Equity | | | | 139 | | | Enterprise Market Value | | EBITDA Multiple | | 8.0x |
Total Level 3 investments | | $ | | 754,722 | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Asset Category | | Fair value at September 30, 2021 | | | Valuation Technique | | Unobservable Input | | Range of Input (Weighted Average) (1) |
First lien | | $ | | 168,834 | | | Market Comparable | | Broker/Dealer bids or quotes | | N/A |
First lien | | | | 388,898 | | | Market Comparable | | Market Yield | | 5.6% – 11.4% (7.8%) |
Second Lien | | | | 5,374 | | | Market Comparable | | Market Yield | | 10.9% - 11.0% (10.9%) |
Equity | | | | 1,677 | | | Enterprise Market Value | | EBITDA Multiple | | 7.6x |
Total Level 3 investments | | $ | | 564,783 | | | | | | | |
(1) The weighted averages disclosed in the table above were weighted by their relative fair value.
16
PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
Our investments, cash and cash equivalents were categorized as follows in the fair value hierarchy for ASC 820 purposes:
| | | | | | | | | | | | | | | | | | | | | |
| | Fair Value at September 30, 2022 | |
Description | | Level 1 | | | | Level 2 | | | Level 3 | | | Total Fair Value | |
First lien | | $ | | — | | | | $ | | — | | | $ | | 751,628 | | | $ | | 751,628 | |
Second Lien | | | | — | | | | | | — | | | | | 2,955 | | | | | 2,955 | |
Equity | | | | — | | | | | | — | | | | | 139 | | | | | 139 | |
Total investments | | | — | | | | | — | | | | | 754,722 | | | | | 754,722 | |
Cash and cash equivalents | | | | 33,705 | | | | | | — | | | | | — | | | | | 33,705 | |
Total investments, cash and cash equivalents | | $ | | 33,705 | | | | $ | — | | | $ | | 754,722 | | | $ | | 788,427 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | Fair Value at September 30, 2021 | |
Description | | Level 1 | | | | Level 2 | | | Level 3 | | | Total Fair Value | |
First lien | | $ | — | | | | $ | — | | | $ | | 557,732 | | | $ | | 557,732 | |
Second Lien | | | — | | | | | — | | | | | 5,374 | | | | | 5,374 | |
Equity | | | — | | | | | — | | | | | 1,677 | | | | | 1,677 | |
Total investments | | | — | | | | | — | | | | | 564,783 | | | | | 564,783 | |
Cash and cash equivalents | | | | 28,374 | | | | | — | | | | — | | | | | 28,374 | |
Total investments, cash and cash equivalents | | $ | | 28,374 | | | | $ | — | | | $ | | 564,783 | | | $ | | 593,157 | |
The tables below show a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3):
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PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
| | | | | | | | | | | | | | | |
| | For the Year Ended September 30, 2022 | |
Description | | Debt Investments | | | Equity Investments | | | Total | |
Beginning Balance | | $ | | 563,106 | | | $ | | 1,677 | | | $ | | 564,783 | |
Net realized losses | | | | (8,217 | ) | | | | (6,731 | ) | | | | (14,948 | ) |
Net change in unrealized depreciation | | | | (8,888 | ) | | | | 5,193 | | | | | (3,695 | ) |
Purchases, net discount accretion and non-cash exchanges | | | | 311,018 | | | | | — | | | | | 311,018 | |
Sales, repayments and non-cash exchanges | | | | (102,436 | ) | | | | — | | | | | (102,436 | ) |
Transfers into and/or out of Level 3 | | | — | | | | | — | | | | — | |
Ending Balance | | $ | | 754,583 | | | $ | | 139 | | | $ | | 754,722 | |
Net change in unrealized depreciation reported within the net change in unrealized appreciation (depreciation) on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date | | $ | | (8,297 | ) | | $ | | (460 | ) | | $ | | (8,756 | ) |
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| | For the Year Ended September 30, 2021 | |
Description | | Debt Investments | | | Equity Investments | | | Total | |
Beginning Balance | | $ | | 391,182 | | | $ | | 1,804 | | | $ | | 392,986 | |
Net realized losses | | | | (4,732 | ) | | | — | | | | | (4,732 | ) |
Net change in unrealized depreciation | | | | 9,139 | | | | | (5,145 | ) | | | | 3,994 | |
Purchases, net discount accretion and non-cash exchanges | | | | 353,242 | | | | | 5,018 | | | | | 358,260 | |
Sales, repayments and non-cash exchanges | | | | (185,725 | ) | | | — | | | | | (185,725 | ) |
Transfers into and/or out of Level 3 | | | — | | | | — | | | | — | |
Ending Balance | | $ | | 563,106 | | | $ | | 1,677 | | | $ | | 564,783 | |
Net change in unrealized depreciation reported within the net change in unrealized appreciation (depreciation) on investments in our Consolidated Statements of Operations attributable to our Level 3 assets still held at the reporting date | | $ | | (4,111 | ) | | $ | | (1,179 | ) | | $ | | (5,290 | ) |
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5. CASH AND CASH EQUIVALENTS
Cash equivalents represent cash in money market funds pending investment in longer-term portfolio holdings. Our portfolio may consist of temporary investments in U.S. Treasury Bills (of varying maturities), repurchase agreements, money market funds or repurchase agreement-like treasury securities. These temporary investments with original maturities of 90 days or less are deemed cash equivalents and are included in the Consolidated Schedule of Investments. U.S. Treasury Bills with maturities greater than 60 days from the time of purchase are valued consistent with our valuation policy. As of September 30, 2022 and 2021, cash and cash equivalents consisted of money market funds in the amounts of $33.7 million and $28.4 million at fair value, respectively.
6. MEMBERS’ EQUITY
PFLT and Kemper provide capital to PSSL in the form of equity interests. As of September 30, 2022 and 2021, PFLT and Kemper owned 87.5% and 12.5%, respectively, of equity interests in PSSL.
As of September 30, 2022 and 2021, PFLT had commitments to fund equity interests to PSSL of $90.0 million and $73.0 million, respectively, of which $8.5 million and $12.6 million, respectively, were unfunded.
As of September 30, 2022 and 2021, Kemper had commitments to fund equity interests to PSSL of $12.9 million and $10.4 million, respectively, of which $1.2 million and $1.8 million, respectively were unfunded.
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PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
7. NOTES PAYABLE TO MEMBERS
PFLT and Kemper provide capital to PSSL in the form of first lien secured debt (“Member Notes”). The Member Notes were previously subordinated debt that were modified during the year ended September 30, 2018 to eliminate the subordination provision. The Member Notes bear an interest rate of 3-month LIBOR plus 8.0% and mature on May 6, 2024. As of September 30, 2022 and 2021, PFLT and Kemper owned 87.5% and 12.5%, respectively, of the Member Notes.
As of September 30, 2022 and 2021, PFLT had commitments to fund Member Notes to PSSL of $210.1 million and $170.3 million, respectively, of which $19.9 million and $29.4 million, respectively, were unfunded.
As of September 30, 2022 and 2021, Kemper had commitments to fund Member Notes to PSSL of $30.0 million and $24.3 million, respectively, of which $2.8 million and $4.2 million, respectively, were unfunded.
8. RISKS AND UNCERTAINTIES
Investment risk
PSSL seeks investment opportunities that offer the possibility of attaining income generation, capital preservation and capital appreciation including investments in private companies. Certain events particular to each industry in which PSSL’s investments conduct their operations, as well as general economic and political conditions, may have a significant negative impact on the investee’s operations and profitability. Such events are beyond PSSL’s controls, and the likelihood that they may occur cannot be predicted. Furthermore, investments of PSSL are made in private companies and there are generally no public markets for these securities at the current time. The ability of PSSL to liquidate these investments and realize value is subject to significant limitations and uncertainties.
Leverage Risk
PSSL may borrow funds in order to increase the amount of capital available for investment. The use of leverage can improve the return on invested capital, however, such use may also magnify the potential for loss on invested equity capital. If the value of PSSL’s assets decreases, leveraging would cause Members’ equity to decline more sharply than it otherwise would have had PSSL not used leverage. Similarly, any decrease in PSSL’s income would cause Members’ equity to decline more sharply than it would have had PSSL not borrowed. Borrowings will usually be from credit facilities and will typically be secured by PSSL’s securities and other assets. Under certain circumstances, such credit facilities may demand an increase in the collateral that secures PSSL’s obligations and if PSSL was unable to provide additional collateral, the credit facilities could liquidate assets held in the account to satisfy PSSL’s obligations. Liquidation in this manner could have adverse consequences. Additionally, the amount of PSSL’s borrowings and the interest rates on those borrowings, which will fluctuate, could have a significant effect on PSSL’s profitability.
Credit Risk
PSSL primarily invests in first lien secured debt to middle-market companies. A majority of the investments held by PSSL are subject to restrictions on their resale or are otherwise illiquid. PSSL assumes the credit risk of the borrower. In the event that the borrower becomes insolvent or enters bankruptcy, PSSL may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.
9. FINANCIAL HIGHLIGHTS
The Members are responsible for all investment making and business decisions, therefore, there is no requirement to show financial highlights per ASC 946, which have been omitted accordingly.
10. LEVERAGE
Credit Facility
In May 2017, PSSL I entered into a $325.0 million multi currency credit facility with Capital One, N.A. as the lender and administrative agent (the "Capital One Facility"). As of September 30, 2020, we had a $217.5 million in outstanding borrowings under the Capital One Facility and the weighted average interest rate was 2.4% excluding the undrawn commitment fees. The Capital
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PENNANTPARK SENIOR SECURED LOAN FUND I LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022 and 2021
One Facility was secured by substantially all of the assets held by us. The Capital One Facility contains customary financial and other covenants and the carrying value approximates fair value. On January 27, 2021, PSSL I fully repaid and terminated the Capital One Facility.
On January 26, 2021, PSSL II entered into a $125.0 million senior secured revolving credit facility with Ally Bank (the "Ally Credit Facility"). The Ally Credit Facility has a maturity date of January 26, 2026 and bears interest at 2.6% over LIBOR. The Ally Credit Facility is secured by substantially all of the assets held by PSSL II. On June 3, 2021 the facility amount was increased to $155.0 million with no change to the interest rate and maturity date. On October 13, 2021, the Ally Credit Facility was further increased to $225 million and the interest rate was changed to 2.5% over LIBOR. On May 2, 2022, the Ally Credit Facility was increased to $325 and interest rate was changed to 2.6% over daily SOFR. The Ally Credit Facility contains customary financial and other covenants and as of September 30, 2022, we are in compliance with all covenants. As of September 30, 2022 we had $259.5 million in outstanding borrowings.
Asset - Backed Debt
In January 2021, CLO II completed a $300.7 million debt securitization in the form of a collateralized loan obligation (the "Debt Securitization" or the "2032 Asset-Backed Debt”). The 2032 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The Debt Securitization was executed through (A) a private placement of: (i) $171.0 million Class A-1 Senior Secured Floating Rate Loans maturing 2032, which bear interest at the three-month LIBOR plus 1.9%, (ii) $6.0 million Class A-2 Senior Secured Fixed Rate Notes due 2032, which bear interest at three month LIBOR plus 2.25%, (iii) $15.5 million Class B-1 Senior Secured Floating Rate Notes due 2032, which bear interest at the three-month LIBOR plus 2.6%, (iv) $8.5 million Class B-2 Senior Secured Fixed Rate Notes due 2032, which bear interest of 3.14%, (v) $27.0 million Class C Secured Deferrable Floating Rate Notes due 2032, which bear interest at the three-month LIBOR plus 4.25%, (vi) $18.0 million Class D Secured Deferrable Fixed Rate Notes due 2032, which bear interest at the three-month LIBOR plus 6.5%, and (vii) $18.0 million Class E Secured Deferrable Floating Rate Notes due 2032, which bear interest at the three-month LIBOR plus 8.5%, under a credit agreement by and among the Securitization Issuers, as borrowers, various financial institutions, as lenders, and U.S. Bank National Association, as collateral agent and as loan agent. As of September 30, 2022 there was $246.0 million of 2032 Asset-Backed Debt and there was $2.6 million of un-amortized fees. As of September 30, 2022 the weighted average interest rate was 5.0%.
On the closing date of the Debt Securitization, in consideration of our transfer to CLO II of the initial closing date loan portfolio, PSSL received 100% of the Preferred Shares of CLO II, 100% of the Class E Notes issued by CLO II, and a portion of the net cash proceeds received from the sale of the 2032 Asset-Backed Debt. The Preferred Shares do not bear interest and had a stated value of approximately $36.7 million at the closing of the Debt Securitization.
The 2032 Asset-Backed Debt is included in the Consolidated Statement of Assets, Liabilities and Members' Equity as debt of the Company and the Class E Notes and the Preferred Shares have been eliminated in consolidation.
PennantPark Investment Adviser, LLC serves as collateral manager to the Securitization Issuer pursuant to the Collateral Management Agreement. For so long as PennantPark Investment Advisor, LLC serves as collateral manager, it will elect to irrevocably waive any collateral management fee to which it may be entitled under the Collateral Management Agreement.
11. COMMITMENTS AND CONTINGENCY
As of September 30, 2022, the Company had $2.5 million of unfunded commitment to fund existing investments.
The Company has provided general indemnifications to the Members, affiliates of the Members, and any person acting on behalf of the Members or that affiliate when they act, in good faith, in the best interest of the Company. The Company is unable to develop an estimate of the maximum potential amount of future payments that could potentially result from any hypothetical future claim but expects the risk of having to make any payments under these general business indemnifications to be remote.
12. SUBSEQUENT EVENTS
Subsequent events are evaluated and disclosed as appropriate for events occurring through the date the consolidated financial statements were available to be issued, November 17, 2022.
On November 10, 2022 PSSL issued and the Members funded a capital call in the amount of $15.0 million.
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