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PennantPark Senior Loan Fund, LLC

 

 

Consolidated Financial Statements and

Independent Auditor’s Report

 

September 30, 2024 and 2023

 

 

 

 


 

Contents

 

Independent Auditor’s Report

1

 

 

Financial Statements:

 

 

 

Consolidated Statements of Assets, Liabilities and Members’ Equity as of September 30, 2024 and 2023

3

 

 

Consolidated Statements of Operations for the years ended September 30, 2024 and 2023

4

 

 

Consolidated Statements of Changes in Members’ Equity for the years ended September 30, 2024 and 2023

5

 

 

Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023

6

 

 

Consolidated Schedules of Investments as of September 30, 2024 and 2023

7

 

 

Notes to Consolidated Financial Statements

11

 

 

 

 

 

 


 

Independent Auditor’s Report

Member Designees’ Committee

PennantPark Senior Loan Fund, LLC

Opinion

We have audited the consolidated financial statements of PennantPark Senior Loan Fund, LLC and its subsidiaries (the Fund), which comprise the consolidated statements of assets, liabilities, and members’ equity, including the consolidated schedule of investments, as of September 30, 2024 and 2023, 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, 2024 and 2023, 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 25, 2024

 

 

2

 


 

PennantPark Senior Loan Fund, LLC

 

Consolidated Statements of Assets, Liabilities and Members' Equity

 

($ in thousands)

 

 

 

 

 

September 30, 2024

 

 

September 30, 2023

 

Assets

 

 

 

 

 

 

Investments at fair value (amortized cost—$1,036,305 and $810,737, respectively)

 

$

1,031,225

 

 

$

804,187

 

Cash and cash equivalents (cost—$36,595 and $59,096, respectively)

 

 

36,595

 

 

 

59,096

 

Interest receivable

 

 

5,089

 

 

 

5,248

 

Prepaid expenses and other assets

 

 

372

 

 

 

936

 

Due from affiliates

 

 

71

 

 

 

3,296

 

Total assets

 

 

1,073,352

 

 

 

872,763

 

Liabilities

 

 

 

 

 

 

2034 Asset-backed debt, net (par—$246,000 and $246,000, respectively)

 

 

244,672

 

 

 

244,284

 

2035 Asset-backed debt, net (par—$246,000 and $246,000, respectively)

 

 

244,118

 

 

 

243,727

 

Notes payable to members

 

 

191,546

 

 

 

169,131

 

Credit facility payable

 

 

247,600

 

 

 

88,600

 

Interest payable on credit facility and asset backed debt

 

 

12,525

 

 

 

10,421

 

Distribution payable to members

 

 

8,000

 

 

 

7,250

 

Payable for investments purchased

 

 

7,314

 

 

 

2,002

 

Interest payable on notes to members

 

 

4,372

 

 

 

3,895

 

Accounts payable and accrued expenses

 

 

934

 

 

 

835

 

Total liabilities

 

 

961,081

 

 

 

770,145

 

Commitments and contingencies (See Note 11)

 

 

 

 

 

 

Members' equity

 

 

112,271

 

 

 

102,618

 

Total liabilities and members' equity

 

$

1,073,352

 

 

$

872,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

3

 


 

PennantPark Senior Loan Fund, LLC

 

Consolidated Statements of Operations

 

($ in thousands)

 

 

 

 

 

 

 

Year Ended September 30,

 

 

 

2024

 

 

2023

 

Investment income:

 

 

 

 

 

 

Interest

 

$

114,231

 

 

$

88,280

 

Other income

 

 

1,023

 

 

 

1,410

 

Total investment income

 

 

115,254

 

 

 

89,690

 

Expenses:

 

 

 

 

 

 

Interest expense on credit facility and asset-backed debt

 

 

54,405

 

 

 

37,977

 

Interest expense on notes to members

 

 

24,861

 

 

 

20,858

 

Administration fees

 

 

2,423

 

 

 

2,027

 

General and administrative expenses

 

 

1,360

 

 

 

1,090

 

Total expenses

 

 

83,049

 

 

 

61,952

 

Net investment income

 

 

32,205

 

 

 

27,738

 

Realized and unrealized gain (loss) on investments:

 

 

 

 

 

 

Net realized gain (loss) on investments

 

 

(2,838

)

 

 

(498

)

Net change in unrealized appreciation (depreciation) on investments

 

 

1,462

 

 

 

1,575

 

Net realized and unrealized gain (loss) on investments

 

 

(1,376

)

 

 

1,077

 

Net increase (decrease) in members' equity resulting from operations

 

$

30,829

 

 

$

28,815

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4

 


 

 

PennantPark Senior Loan Fund, LLC

 

Consolidated Statements of Changes in Members’ Equity

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

Year Ended September 30,

 

 

 

2024

 

 

2023

 

Net change in members’ equity resulting from operations:

 

 

Net investment income

$

32,205

 

$

27,738

 

Net realized gain (loss) on investments

 

(2,838

)

 

(498

)

Net change in unrealized appreciation (depreciation) on investments

 

1,462

 

 

1,575

 

Net increase (decrease) in members’ equity resulting from operations

 

30,829

 

 

28,815

 

Capital Transactions

 

 

 

 

 

 

Capital contributions

 

14,534

 

 

15,341

 

Distributions

 

(35,710

)

 

(26,000

)

Net increase (decrease) in members’ equity

 

9,653

 

 

18,156

 

Members’ equity

 

 

 

 

 

Beginning of year

 

102,618

 

 

84,462

 

End of year

$

112,271

 

$

102,618

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5

 


 

PennantPark Senior Loan Fund, LLC

 

Consolidated Statements of Cash Flows

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended September 30,

 

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

Net increase (decrease) in members’ equity resulting from operations

 

$

30,829

 

 

$

28,815

 

Adjustments to reconcile net increase (decrease) in members’ equity resulting from operations to net cash (used in) provided by operating activities:

 

 

 

 

 

Net change in unrealized (appreciation) depreciation on investments

 

(1,462

)

 

 

(1,575

)

Net realized (gain) loss on investments

 

2,838

 

 

 

498

 

Net accretion of discount and amortization of premium

 

(3,560

)

 

 

(3,146

)

Purchases of investments

 

(396,119

)

 

 

(176,199

)

Amortization of deferred financing costs

 

 

 

779

 

 

 

460

 

Payment-in-kind interest

 

 

 

(1,645

)

 

 

(225

)

Proceeds from disposition of investments

 

 

 

172,910

 

 

 

106,568

 

(Increase) Decrease in:

 

 

 

 

 

 

 

Receivable for investments sold

 

 

 

 

 

 

3,870

 

Interest receivable

 

 

 

159

 

 

 

(2,278

)

Due from affiliate

 

 

 

3,225

 

 

 

(1,275

)

Prepaid expenses and other assets

 

 

 

564

 

 

 

437

 

Increase (Decrease) in:

 

 

 

 

 

 

 

Payable for investments purchased

 

 

 

5,312

 

 

 

(35,656

)

Interest payable on credit facility and asset backed debt

 

 

 

2,104

 

 

 

5,745

 

Interest payable on notes to members

 

 

 

477

 

 

 

1,192

 

Accrued expenses

 

 

 

99

 

 

 

14

 

Net cash provided by (used in) operating activities

 

(183,490

)

 

 

(72,755

)

Cash flows from financing activities:

 

 

 

 

 

Members’ capital contributions

 

 

 

14,534

 

 

 

15,341

 

Notes issued to members

 

22,415

 

 

 

23,659

 

Distribution paid to members

 

 

 

(34,960

)

 

 

(22,750

)

Proceeds from 2035 Asset Backed Debt issued

 

 

 

 

 

 

246,000

 

Discount on 2035 Asset Backed Debt issued

 

 

 

 

 

 

(2,344

)

Borrowings under credit facility

 

 

 

218,000

 

 

 

89,000

 

Repayments under credit facility

 

 

 

(59,000

)

 

 

(258,000

)

Net cash provided by (used in) financing activities

 

 

 

160,989

 

 

 

90,906

 

Net increase (decrease) in cash and cash equivalents

 

(22,501

)

 

 

18,151

 

Cash and cash equivalents, beginning of year

 

 

59,096

 

 

 

40,945

 

Cash and cash equivalents, end of year

 

 

36,595

 

 

 

59,096

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Interest paid on notes to members

 

$

24,384

 

 

$

19,666

 

Interest paid on credit facility and asset backed debt

 

$

52,301

 

 

$

32,232

 

Non-Cash Operating and Financing activity:

 

 

 

 

 

 

 

Non-Cash exchanges and conversions

 

$

15,878

 

 

$

 

 

 

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6

 


 

PennantPark Senior Loan Fund LLC

 

Consolidated Schedule of Investments

 

September 30, 2024

 

($ in thousands)

 

Issuer Name 3,4

 

Maturity

 

 

Industry

 

Current
 Coupon

 

 

Basis Point
Spread Above
Index
1

 

 

Par/Shares

 

 

Cost

 

 

Fair Value 2

 

First Lien Secured Debt - 916.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A1 Garage Merger Sub, LLC

 

12/22/28

 

 

Personal, Food and Miscellaneous Services

 

 

10.95

%

 

SOFR+610

 

 

 

14,738

 

 

$

14,504

 

 

$

14,738

 

ACP Avenu Buyer, LLC

 

10/02/29

 

 

Business Services

 

 

10.57

%

 

SOFR+525

 

 

 

7,667

 

 

 

7,526

 

 

 

7,418

 

ACP Falcon Buyer, Inc.

 

08/01/29

 

 

Business Services

 

 

10.83

%

 

SOFR+550

 

 

 

15,351

 

 

 

15,067

 

 

 

15,412

 

Ad.net Acquisition, LLC

 

05/07/26

 

 

Media

 

 

11.28

%

 

SOFR+626

 

 

 

4,838

 

 

 

4,838

 

 

 

4,838

 

Aeronix, Inc. - Term Loan

 

12/18/28

 

 

Aerospace and Defense

 

 

9.85

%

 

SOFR+525

 

 

 

14,888

 

 

 

14,700

 

 

 

14,888

 

AFC - Dell Holding Corp.

 

04/09/27

 

 

Distribution

 

 

10.49

%

 

SOFR+550

 

 

 

7,131

 

 

 

7,059

 

 

 

7,059

 

Alpine Acquisition Corp II

 

11/30/26

 

 

Containers, Packaging and Glass

 

 

11.30

%

 

SOFR+610

 

 

 

14,687

 

 

 

14,459

 

 

 

14,100

 

Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)

 

06/10/25

 

 

Media

 

 

10.75

%

 

SOFR+650

 

 

 

13,813

 

 

 

13,769

 

 

 

13,675

 

Anteriad Holdings Inc (fka MeritDirect)

 

06/30/26

 

 

Media

 

 

10.50

%

 

SOFR+590

 

 

 

14,714

 

 

 

14,638

 

 

 

14,714

 

Applied Technical Services, LLC

 

12/29/26

 

 

Environmental Services

 

 

10.50

%

 

SOFR+590

 

 

 

14,522

 

 

 

14,389

 

 

 

14,304

 

Arcfield Acquisition Corp.

 

08/03/29

 

 

Aerospace and Defense

 

 

11.56

%

 

SOFR+625

 

 

 

21,574

 

 

 

21,270

 

 

 

21,466

 

Beacon Behavioral Support Services, LLC

 

06/21/29

 

 

Healthcare, Education and Childcare

 

 

9.92

%

 

SOFR+525

 

 

 

14,963

 

 

 

14,750

 

 

 

14,738

 

Beta Plus Technologies, Inc.

 

07/01/29

 

 

Business Services

 

 

10.35

%

 

SOFR+575

 

 

 

14,700

 

 

 

14,486

 

 

 

14,259

 

Big Top Holdings, LLC

 

02/28/30

 

 

Manufacturing / Basic Industries

 

 

11.18

%

 

SOFR+625

 

 

 

6,965

 

 

 

6,852

 

 

 

6,965

 

Bioderm, Inc.

 

01/31/28

 

 

Healthcare, Education and Childcare

 

 

11.84

%

 

SOFR+650

 

 

 

8,887

 

 

 

8,795

 

 

 

8,776

 

Blackhawk Industrial Distribution, Inc.

 

09/17/26

 

 

Distribution

 

 

10.92

%

 

SOFR+640

 

 

 

20,504

 

 

 

20,245

 

 

 

20,152

 

BlueHalo Global Holdings, LLC

 

10/31/25

 

 

Aerospace and Defense

 

 

10.70

%

 

SOFR+600

 

 

 

13,292

 

 

 

13,218

 

 

 

13,026

 

Broder Bros., Co.

 

12/04/25

 

 

Personal and Non-Durable Consumer Products

 

 

10.97

%

 

SOFR+611

 

 

 

9,374

 

 

 

9,374

 

 

 

9,374

 

Burgess Point Purchaser Corporation

 

07/25/29

 

 

Auto Sector

 

 

10.20

%

 

SOFR+535

 

 

 

4,874

 

 

 

4,625

 

 

 

4,585

 

Carisk Buyer, Inc.

 

11/30/29

 

 

Healthcare, Education and Childcare

 

 

10.35

%

 

SOFR+575

 

 

 

5,473

 

 

 

5,400

 

 

 

5,390

 

Carnegie Dartlet, LLC

 

02/07/30

 

 

Education

 

 

10.35

%

 

SOFR+550

 

 

 

9,950

 

 

 

9,810

 

 

 

9,801

 

Cartessa Aesthetics, LLC

 

06/14/28

 

 

Distribution

 

 

10.35

%

 

SOFR+575

 

 

 

17,106

 

 

 

16,879

 

 

 

17,106

 

CF512, Inc.

 

08/20/26

 

 

Media

 

 

11.21

%

 

SOFR+619

 

 

 

2,891

 

 

 

2,876

 

 

 

2,848

 

Connatix Buyer, Inc.

 

07/13/27

 

 

Media

 

 

10.53

%

 

SOFR+561

 

 

 

8,716

 

 

 

8,702

 

 

 

8,716

 

Crane 1 Services, Inc.

 

08/16/27

 

 

Personal, Food and Miscellaneous Services

 

 

10.71

%

 

SOFR+586

 

 

 

2,549

 

 

 

2,529

 

 

 

2,530

 

Dr. Squatch, LLC

 

08/31/27

 

 

Personal and Non-Durable Consumer Products

 

 

9.95

%

 

SOFR+535

 

 

 

22,993

 

 

 

22,842

 

 

 

22,993

 

DRI Holding Inc.

 

12/21/28

 

 

Media

 

 

10.20

%

 

SOFR+535

 

 

 

5,830

 

 

 

5,423

 

 

 

5,626

 

DRS Holdings III, Inc.

 

11/03/25

 

 

Consumer Products

 

 

11.20

%

 

SOFR+635

 

 

 

13,777

 

 

 

13,760

 

 

 

13,667

 

Dynata, LLC - First Out Term Loan

 

07/15/28

 

 

Business Services

 

 

10.38

%

 

SOFR+526

 

 

 

1,588

 

 

 

1,476

 

 

 

1,586

 

Dynata, LLC - Last Out Term Loan

 

10/15/28

 

 

Business Services

 

 

10.88

%

 

SOFR+576

 

 

 

9,768

 

 

 

9,768

 

 

 

8,993

 

EDS Buyer, LLC

 

01/10/29

 

 

Aerospace and Defense

 

 

10.35

%

 

SOFR+575

 

 

 

11,144

 

 

 

11,013

 

 

 

10,977

 

ETE Intermediate II, LLC

 

05/29/29

 

 

Personal, Food and Miscellaneous Services

 

 

11.56

%

 

SOFR+650

 

 

 

12,249

 

 

 

12,049

 

 

 

12,249

 

Eval Home Health Solutions Intermediate, LLC

 

05/10/30

 

 

Healthcare, Education and Childcare

 

 

10.85

%

 

SOFR+575

 

 

 

7,396

 

 

 

7,293

 

 

 

7,322

 

Exigo Intermediate II, LLC

 

03/15/27

 

 

Business Services

 

 

11.20

%

 

SOFR+635

 

 

 

9,651

 

 

 

9,556

 

 

 

9,603

 

Fairbanks Morse Defense

 

06/17/28

 

 

Aerospace and Defense

 

 

9.74

%

 

SOFR+450

 

 

 

3,491

 

 

 

3,417

 

 

 

3,495

 

Five Star Buyer, Inc.

 

02/23/28

 

 

Hotels, Motels, Inns and Gaming

 

 

12.21

%

 

SOFR+710

 

 

 

4,241

 

 

 

4,175

 

 

 

4,241

 

Global Holdings InterCo LLC

 

03/16/26

 

 

Banking, Finance, Insurance & Real Estate

 

 

11.43

%

 

SOFR+615

 

 

 

6,952

 

 

 

6,940

 

 

 

6,605

 

Graffiti Buyer, Inc.

 

08/10/27

 

 

Distribution

 

 

10.45

%

 

SOFR+560

 

 

 

3,118

 

 

 

3,081

 

 

 

3,087

 

Hancock Roofing and Construction L.L.C.

 

12/31/26

 

 

Insurance

 

 

10.20

%

 

SOFR+560

 

 

 

6,146

 

 

 

6,146

 

 

 

6,023

 

HEC Purchaser Corp.

 

06/17/29

 

 

Healthcare, Education and Childcare

 

 

9.75

%

 

SOFR+550

 

 

 

7,980

 

 

 

7,887

 

 

 

7,924

 

Hills Distribution, Inc

 

11/08/29

 

 

Distribution

 

 

11.11

%

 

SOFR+600

 

 

 

14,292

 

 

 

14,106

 

 

 

14,149

 

HV Watterson Holdings, LLC

 

12/17/26

 

 

Business Services

 

12.00% (PIK 4.0%)

 

 

 

 

 

 

15,144

 

 

 

15,019

 

 

 

13,887

 

HW Holdco, LLC

 

05/10/26

 

 

Media

 

 

11.04

%

 

SOFR+590

 

 

 

18,355

 

 

 

18,296

 

 

 

18,355

 

IG Investments Holdings, LLC

 

09/22/28

 

 

Business Services

 

 

11.35

%

 

SOFR+610

 

 

 

4,383

 

 

 

4,322

 

 

 

4,339

 

Imagine Acquisitionco, LLC

 

11/15/27

 

 

Business Services

 

 

10.20

%

 

SOFR+510

 

 

 

5,509

 

 

 

5,440

 

 

 

5,481

 

Infinity Home Services Holdco, Inc.

 

12/28/28

 

 

Personal, Food and Miscellaneous Services

 

 

11.49

%

 

SOFR+685

 

 

 

13,890

 

 

 

13,730

 

 

 

14,029

 

Infolinks Media Buyco, LLC

 

11/01/26

 

 

Media

 

 

10.10

%

 

SOFR+550

 

 

 

12,286

 

 

 

12,214

 

 

 

12,194

 

Inventus Power, Inc.

 

06/30/25

 

 

Consumer Products

 

 

12.46

%

 

SOFR+761

 

 

 

13,101

 

 

 

12,980

 

 

 

12,905

 

Kinetic Purchaser, LLC

 

11/10/27

 

 

Consumer Products

 

 

10.75

%

 

SOFR+615

 

 

 

13,701

 

 

 

13,520

 

 

 

13,701

 

LAV Gear Holdings, Inc.

 

10/31/25

 

 

Leisure, Amusement, Motion Pictures, Entertainment

 

 

11.66

%

 

SOFR+640

 

 

 

4,613

 

 

 

4,601

 

 

 

4,530

 

Lash OpCo, LLC

 

02/18/27

 

 

Consumer Products

 

12.94% (PIK 5.10%)

 

 

SOFR+785

 

 

 

20,447

 

 

 

20,338

 

 

 

20,243

 

Lightspeed Buyer Inc.

 

02/03/26

 

 

Healthcare, Education and Childcare

 

 

10.20

%

 

SOFR+535

 

 

 

14,267

 

 

 

14,170

 

 

 

14,267

 

LJ Avalon Holdings, LLC

 

01/31/30

 

 

Environmental Services

 

 

10.48

%

 

SOFR+525

 

 

 

6,255

 

 

 

6,151

 

 

 

6,255

 

MAG DS Corp.

 

04/01/27

 

 

Aerospace and Defense

 

 

10.20

%

 

SOFR+550

 

 

 

8,266

 

 

 

7,890

 

 

 

7,770

 

Magenta Buyer, LLC -First out

 

07/31/28

 

 

Software

 

 

12.13

%

 

SOFR+701

 

 

 

450

 

 

 

450

 

 

 

425

 

Magenta Buyer, LLC -Second out

 

07/31/28

 

 

Software

 

 

12.38

%

 

SOFR+801

 

 

 

569

 

 

 

569

 

 

 

390

 

Magenta Buyer, LLC -Third out

 

07/31/28

 

 

Software

 

 

11.63

%

 

SOFR+726

 

 

 

2,109

 

 

 

2,109

 

 

 

617

 

MBS Holdings, Inc.

 

04/16/27

 

 

Telecommunications

 

 

10.67

%

 

SOFR+585

 

 

 

8,330

 

 

 

8,256

 

 

 

8,338

 

Meadowlark Acquirer, LLC

 

12/10/27

 

 

Business Services

 

 

10.50

%

 

SOFR+590

 

 

 

2,923

 

 

 

2,884

 

 

 

2,850

 

Medina Health, LLC

 

10/20/28

 

 

Healthcare, Education and Childcare

 

 

10.85

%

 

SOFR+625

 

 

 

14,912

 

 

 

14,765

 

 

 

14,912

 

Megawatt Acquisitionco, Inc.

 

03/01/30

 

 

Business Services

 

 

9.85

%

 

SOFR+525

 

 

 

7,960

 

 

 

7,851

 

 

 

7,514

 

MOREgroup Holdings, LLC

 

01/16/30

 

 

Business Services

 

 

10.35

%

 

SOFR+575

 

 

 

12,450

 

 

 

12,303

 

 

 

12,263

 

Municipal Emergency Services, Inc.

 

10/01/27

 

 

Distribution

 

 

9.77

%

 

SOFR+515

 

 

 

5,912

 

 

 

5,822

 

 

 

5,912

 

NBH Group LLC

 

08/19/26

 

 

Healthcare, Education and Childcare

 

 

11.19

%

 

SOFR+585

 

 

 

7,353

 

 

 

7,311

 

 

 

7,133

 

NORA Acquisition, LLC

 

08/31/29

 

 

Healthcare, Education and Childcare

 

 

10.95

%

 

SOFR+635

 

 

 

14,850

 

 

 

14,597

 

 

 

14,850

 

Omnia Exterior Solutions, LLC

 

12/29/29

 

 

Diversified Conglomerate Service

 

 

10.01

%

 

SOFR+550

 

 

 

9,768

 

 

 

9,650

 

 

 

9,622

 

One Stop Mailing, LLC

 

05/07/27

 

 

Transportation

 

 

11.21

%

 

SOFR+636

 

 

 

8,380

 

 

 

8,256

 

 

 

8,380

 

Owl Acquisition, LLC

 

02/04/28

 

 

Education

 

 

10.20

%

 

SOFR+535

 

 

 

3,893

 

 

 

3,811

 

 

 

3,825

 

Ox Two, LLC (New Issue)

 

05/18/26

 

 

Distribution

 

 

11.12

%

 

SOFR+651

 

 

 

9,340

 

 

 

9,307

 

 

 

9,340

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

7

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PennantPark Senior Loan Fund LLC

 

Consolidated Schedule of Investments

 

September 30, 2024

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name 3,4

 

Maturity

 

 

Industry

 

Current
 Coupon

 

 

Basis Point
Spread Above
Index
1

 

 

Par/Shares

 

 

Cost

 

 

Fair Value 2

 

Pacific Purchaser, LLC

 

10/02/28

 

 

Business Services

 

 

11.51

%

 

SOFR+600

 

 

 

12,903

 

 

$

12,682

 

 

$

12,877

 

PCS Midco, Inc.

 

03/01/30

 

 

Financial Services

 

 

10.81

%

 

SOFR+575

 

 

 

5,812

 

 

 

5,735

 

 

 

5,812

 

PL Acquisitionco, LLC

 

11/09/27

 

 

Retail

 

11.99% (PIK 3.5%)

 

 

SOFR+725

 

 

 

8,193

 

 

 

8,100

 

 

 

6,554

 

Quantic Electronics, LLC

 

11/19/26

 

 

Aerospace and Defense

 

 

10.95

%

 

SOFR+635

 

 

 

3,280

 

 

 

3,245

 

 

 

3,263

 

RTIC Subsidiary Holdings, LLC

 

05/03/29

 

 

Consumer Products

 

 

10.35

%

 

SOFR+575

 

 

 

19,950

 

 

 

19,673

 

 

 

19,551

 

Radius Aerospace, Inc.

 

03/31/25

 

 

Aerospace and Defense

 

 

10.75

%

 

SOFR+575

 

 

 

12,565

 

 

 

12,543

 

 

 

12,313

 

Rancho Health MSO, Inc.

 

12/18/25

 

 

Healthcare, Education and Childcare

 

 

10.85

%

 

SOFR+560

 

 

 

5,530

 

 

 

5,530

 

 

 

5,530

 

Reception Purchaser, LLC

 

04/28/28

 

 

Transportation

 

 

25.00

%

 

SOFR+615

 

 

 

4,937

 

 

 

4,888

 

 

 

3,703

 

Recteq, LLC

 

01/29/26

 

 

Consumer Products

 

 

11.75

%

 

SOFR+715

 

 

 

9,650

 

 

 

9,592

 

 

 

9,554

 

Riverpoint Medical, LLC

 

06/21/25

 

 

Healthcare, Education and Childcare

 

 

9.85

%

 

SOFR+525

 

 

 

3,932

 

 

 

3,919

 

 

 

3,936

 

Rural Sourcing Holdings, Inc. (HPA SPQ Merger Sub, Inc.)

 

06/16/29

 

 

Professional Services

 

 

10.74

%

 

SOFR+575

 

 

 

4,336

 

 

 

4,268

 

 

 

4,282

 

S101 Holdings Inc.

 

12/29/26

 

 

Electronics

 

 

11.48

%

 

SOFR+615

 

 

 

6,467

 

 

 

6,387

 

 

 

6,402

 

Sales Benchmark Index LLC

 

01/03/25

 

 

Business Services

 

 

10.80

%

 

SOFR+620

 

 

 

6,676

 

 

 

6,668

 

 

 

6,676

 

Sargent & Greenleaf Inc.

 

12/20/24

 

 

Electronics

 

12.45% (PIK 1.00%)

 

 

SOFR+760

 

 

 

4,634

 

 

 

4,634

 

 

 

4,634

 

Seaway Buyer, LLC

 

06/13/29

 

 

Chemicals, Plastics and Rubber

 

 

10.75

%

 

SOFR+615

 

 

 

14,700

 

 

 

14,510

 

 

 

14,186

 

Sigma Defense Systems, LLC

 

12/18/27

 

 

Telecommunications

 

 

11.50

%

 

SOFR+690

 

 

 

14,621

 

 

 

14,465

 

 

 

14,475

 

Simplicity Financial Marketing Group Holdings, Inc

 

12/02/26

 

 

Banking, Finance, Insurance & Real Estate

 

 

11.38

%

 

SOFR+640

 

 

 

11,359

 

 

 

11,207

 

 

 

11,472

 

Skopima Consilio Parent, LLC

 

05/17/28

 

 

Business Services

 

 

9.46

%

 

SOFR+461

 

 

 

1,290

 

 

 

1,269

 

 

 

1,289

 

Smartronix, LLC

 

11/23/28

 

 

Aerospace and Defense

 

 

10.35

%

 

SOFR+610

 

 

 

25,078

 

 

 

24,798

 

 

 

25,073

 

Solutionreach, Inc.

 

07/17/25

 

 

Communications

 

 

12.40

%

 

SOFR+715

 

 

 

9,239

 

 

 

9,216

 

 

 

9,239

 

SpendMend Holdings, LLC

 

03/01/28

 

 

Business Services

 

 

10.26

%

 

SOFR+565

 

 

 

9,510

 

 

 

9,302

 

 

 

9,510

 

Summit Behavioral Healthcare, LLC

 

11/24/28

 

 

Healthcare, Education and Childcare

 

 

9.31

%

 

SOFR+425

 

 

 

3,554

 

 

 

3,398

 

 

 

3,305

 

System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)

 

08/16/27

 

 

Aerospace and Defense

 

 

10.26

%

 

SOFR+500

 

 

 

15,803

 

 

 

15,600

 

 

 

15,772

 

TCG 3.0 Jogger Acquisitionco, Inc.

 

01/23/29

 

 

Media

 

 

11.10

%

 

SOFR+650

 

 

 

9,950

 

 

 

9,800

 

 

 

9,851

 

TPC US Parent, LLC

 

11/24/25

 

 

Food

 

 

10.98

%

 

SOFR+565

 

 

 

11,392

 

 

 

11,330

 

 

 

11,392

 

TWS Acquisition Corporation

 

06/06/25

 

 

Education

 

 

11.33

%

 

SOFR+640

 

 

 

1,568

 

 

 

1,567

 

 

 

1,568

 

Team Services Group, LLC

 

11/24/28

 

 

Healthcare, Education and Childcare

 

 

9.95

%

 

SOFR+510

 

 

 

9,661

 

 

 

9,462

 

 

 

9,537

 

Teneo Holdings LLC

 

03/13/31

 

 

Business Services

 

 

9.60

%

 

SOFR+475

 

 

 

2,985

 

 

 

2,955

 

 

 

2,994

 

The Bluebird Group LLC

 

07/27/26

 

 

Business Services

 

 

11.25

%

 

SOFR+665

 

 

 

14,445

 

 

 

14,404

 

 

 

14,445

 

The Vertex Companies, LLC

 

08/31/27

 

 

Business Services

 

 

10.99

%

 

SOFR+610

 

 

 

7,611

 

 

 

7,536

 

 

 

7,611

 

Transgo, LLC

 

12/29/28

 

 

Auto Sector

 

 

10.60

%

 

SOFR+575

 

 

 

14,479

 

 

 

14,282

 

 

 

14,479

 

Tyto Athene, LLC

 

04/03/28

 

 

Aerospace and Defense

 

 

10.23

%

 

SOFR+490

 

 

 

11,393

 

 

 

11,306

 

 

 

11,165

 

Urology Management Holdings, Inc.

 

06/15/26

 

 

Healthcare, Education and Childcare

 

 

11.46

%

 

SOFR+550

 

 

 

10,928

 

 

 

10,836

 

 

 

10,819

 

Watchtower Buyer, LLC

 

12/01/29

 

 

Consumer Products

 

 

10.60

%

 

SOFR+600

 

 

 

13,942

 

 

 

13,769

 

 

 

13,803

 

Wildcat Buyerco, Inc.

 

02/27/27

 

 

Electronics

 

 

10.60

%

 

SOFR+575

 

 

 

19,256

 

 

 

19,126

 

 

 

19,256

 

Zips Car Wash, LLC

 

12/31/24

 

 

Business Services

 

12.46% (PIK 1.5%)

 

 

SOFR+740

 

 

 

19,687

 

 

 

19,648

 

 

 

18,801

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total First Lien Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,033,954

 

 

 

1,028,874

 

Equity Security - 2.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dynata, LLC - Common Equity

 

 

 

 

Business Services

 

 

 

 

 

 

 

 

134

 

 

 

2,351

 

 

 

2,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments - 918.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,036,305

 

 

 

1,031,225

 

Cash and Cash Equivalents - 32.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlackRock Federal FD Institutional 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,595

 

 

 

36,595

 

Total Cash and Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,595

 

 

 

36,595

 

Total Investments and Cash Equivalents - 951.1)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,072,900

 

 

$

1,067,820

 

 Liabilities in Excess of Other Assets — (851.1)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(955,549

)

Members' Equity—100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

112,271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate ("S" or "SOFR"). The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. SOFR loans are typically indexed to a 30-day,

 

 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. All securities are subject to the SOFR floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

 

2 Valued based on PSLF's accounting policy .

 

3 All investments are in US Companies unless noted otherwise

 

4 The securities are, 1) pledged as collateral under the BNP Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC; or, 3) securing the 2035 Asset-Backed Debt held through PennantPark CLO VII, LLC

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8

 


 

PennantPark Senior Loan Fund, LLC

 

Consolidated Schedule of Investments

 

September 30, 2023

 

($ In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name 4,5

 

Maturity

 

Industry

 

Current
 Coupon

 

 

Basis Point
Spread Above
Index
1

 

Par

 

 

Cost

 

 

Fair Value 2

 

First Lien Secured Debt - 783.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A1 Garage Merger Sub, LLC

 

12/22/2028

 

Personal, Food and Miscellaneous Services

 

 

11.84

%

 

SOFR+660

 

 

14,925

 

 

$

14,668

 

 

$

14,850

 

Ad.net Acquisition, LLC

 

5/7/2026

 

Media

 

 

11.65

%

 

SOFR+600

 

 

4,888

 

 

 

4,888

 

 

 

4,863

 

Alpine Acquisition Corp II

 

11/30/2026

 

Containers, Packaging and Glass

 

 

11.26

%

 

SOFR+600

 

 

14,837

 

 

 

14,528

 

 

 

14,244

 

Amsive Holding Corporation (f/k/a Vision Purchaser Corporation)

 

6/10/2025

 

Media

 

 

11.79

%

 

SOFR+640

 

 

13,958

 

 

 

13,869

 

 

 

13,749

 

Anteriad, LLC (f/k/a MeritDirect, LLC)

 

5/23/2024

 

Media

 

 

12.04

%

 

SOFR+665

 

 

14,354

 

 

 

14,319

 

 

 

14,103

 

Any Hour Services

 

7/21/2027

 

Personal, Food and Miscellaneous Services

 

 

11.22

%

 

SOFR+585

 

 

10,882

 

 

 

10,847

 

 

 

10,665

 

Apex Service Partners, LLC

 

7/31/2025

 

Personal, Food and Miscellaneous Services

 

 

10.52

%

 

SOFR+525

 

 

6,424

 

 

 

6,380

 

 

 

6,408

 

Apex Service Partners, LLC Term Loan B

 

7/31/2025

 

Personal, Food and Miscellaneous Services

 

 

11.11

%

 

SOFR+550

 

 

3,316

 

 

 

3,299

 

 

 

3,308

 

Apex Service Partners, LLC - Term Loan C

 

7/31/2025

 

Personal, Food and Miscellaneous Services

 

 

10.76

%

 

SOFR+525

 

 

7,531

 

 

 

7,531

 

 

 

7,512

 

Applied Technical Services, LLC

 

12/29/2026

 

Environmental Services

 

 

11.51

%

 

SOFR+615

 

 

11,394

 

 

 

11,271

 

 

 

11,166

 

Applied Technical Services, LLC - Unfunded Term Loan (3)

 

12/29/2026

 

Environmental Services

 

 

 

 

 

 

 

513

 

 

 

-

 

 

 

(5

)

Arcfield Acquisition Corp.

 

8/3/2029

 

Aerospace and Defense

 

 

11.62

%

 

SOFR+625

 

 

11,820

 

 

 

11,642

 

 

 

11,702

 

Beta Plus Technologies, Inc.

 

7/1/2029

 

Business Services

 

 

11.14

%

 

SOFR+575

 

 

14,850

 

 

 

14,604

 

 

 

13,811

 

Bioderm, Inc.

 

1/31/2028

 

Healthcare, Education and Childcare

 

 

11.83

%

 

SOFR+650

 

 

8,978

 

 

 

8,874

 

 

 

8,933

 

Blackhawk Industrial Distribution, Inc.

 

9/17/2024

 

Distribution

 

 

11.79

%

 

SOFR+640

 

 

17,823

 

 

 

17,588

 

 

 

17,556

 

Broder Bros., Co.

 

12/4/2025

 

Personal and Non-Durable Consumer Products

 

 

11.50

%

 

SOFR+626

 

 

9,683

 

 

 

9,683

 

 

 

9,683

 

Burgess Point Purchaser Corporation

 

9/26/2029

 

Auto Sector

 

 

10.67

%

 

SOFR+532

 

 

893

 

 

 

836

 

 

 

841

 

Cartessa Aesthetics, LLC

 

6/14/2028

 

Distribution

 

 

11.39

%

 

SOFR+600

 

 

17,281

 

 

 

17,013

 

 

 

17,281

 

CF512, Inc.

 

8/20/2026

 

Media

 

 

11.60

%

 

SOFR+600

 

 

2,921

 

 

 

2,901

 

 

 

2,862

 

Connatix Buyer, Inc.

 

7/13/2027

 

Media

 

 

11.16

%

 

SOFR+550

 

 

8,808

 

 

 

8,792

 

 

 

8,500

 

Crane 1 Services, Inc.

 

8/16/2027

 

Personal, Food and Miscellaneous Services

 

 

10.90

%

 

SOFR+551

 

 

2,575

 

 

 

2,550

 

 

 

2,562

 

Dr. Squatch, LLC

 

8/31/2027

 

Personal and Non-Durable Consumer Products

 

 

11.24

%

 

SOFR+585

 

 

10,882

 

 

 

10,834

 

 

 

10,882

 

DRI Holding Inc.

 

12/21/2028

 

Media

 

 

10.67

%

 

SOFR+525

 

 

4,382

 

 

 

3,959

 

 

 

3,993

 

DRS Holdings III, Inc.

 

11/3/2025

 

Consumer Products

 

 

11.77

%

 

SOFR+640

 

 

14,395

 

 

 

14,345

 

 

 

14,222

 

Duraco Specialty Tapes LLC

 

6/30/2024

 

Manufacturing / Basic Industries

 

 

11.93

%

 

SOFR+650

 

 

8,635

 

 

 

8,561

 

 

 

8,505

 

EDS Buyer, LLC

 

1/10/2029

 

Aerospace and Defense

 

 

11.64

%

 

SOFR+625

 

 

6,219

 

 

 

6,148

 

 

 

6,125

 

Electro Rent Corporation

 

1/17/2024

 

Electronics

 

 

10.93

%

 

SOFR+550

 

 

3,712

 

 

 

3,665

 

 

 

3,632

 

ETE Intermediate II, LLC

 

5/29/2029

 

Personal, Food and Miscellaneous Services

 

 

11.89

%

 

SOFR+650

 

 

12,404

 

 

 

12,171

 

 

 

12,193

 

Exigo Intermediate II, LLC

 

3/15/2027

 

Business Services

 

 

11.17

%

 

SOFR+585

 

 

9,750

 

 

 

9,637

 

 

 

9,555

 

Fairbanks Morse Defense

 

6/17/2028

 

Aerospace and Defense

 

 

10.40

%

 

SOFR+475

 

 

1,518

 

 

 

1,470

 

 

 

1,506

 

Five Star Buyer, Inc.

 

2/23/2028

 

Hotels, Motels, Inns and Gaming

 

 

12.43

%

 

SOFR+710

 

 

4,373

 

 

 

4,291

 

 

 

4,307

 

Global Holdings InterCo LLC

 

3/16/2026

 

Banking, Finance, Insurance & Real Estate

 

 

11.96

%

 

SOFR+660

 

 

7,027

 

 

 

7,008

 

 

 

6,676

 

Graffiti Buyer, Inc.

 

8/10/2027

 

Distribution

 

 

10.99

%

 

SOFR+560

 

 

1,954

 

 

 

1,925

 

 

 

1,935

 

Hancock Roofing and Construction L.L.C.

 

12/31/2026

 

Insurance

 

 

10.93

%

 

SOFR+550

 

 

6,423

 

 

 

6,423

 

 

 

6,262

 

Holdco Sands Intermediate, LLC

 

11/23/2028

 

Aerospace and Defense

 

 

11.32

%

 

SOFR+585

 

 

19,717

 

 

 

19,388

 

 

 

19,717

 

HV Watterson Holdings, LLC

 

12/17/2026

 

Business Services

 

 

11.79

%

 

SOFR+625

 

 

15,140

 

 

 

14,974

 

 

 

15,110

 

HW Holdco, LLC

 

12/10/2024

 

Media

 

 

11.70

%

 

SOFR+640

 

 

14,250

 

 

 

14,171

 

 

 

14,036

 

IG Investments Holdings, LLC

 

9/22/2028

 

Business Services

 

 

11.45

%

 

SOFR+610

 

 

4,428

 

 

 

4,355

 

 

 

4,362

 

Imagine Acquisitionco, LLC

 

11/15/2027

 

Business Services

 

 

10.72

%

 

SOFR+535

 

 

5,565

 

 

 

5,481

 

 

 

5,482

 

Inception Fertility Ventures, LLC

 

12/31/2024

 

Healthcare, Education and Childcare

 

 

12.50

%

 

SOFR+715

 

 

19,737

 

 

 

19,410

 

 

 

19,737

 

Infinity Home Services Holdco, Inc.

 

12/28/2028

 

Personal, Food and Miscellaneous Services

 

 

12.24

%

 

SOFR+685

 

 

11,053

 

 

 

10,867

 

 

 

11,053

 

Infolinks Media Buyco, LLC

 

11/1/2026

 

Media

 

 

11.17

%

 

SOFR+585

 

 

6,364

 

 

 

6,364

 

 

 

6,364

 

Integrity Marketing Acquisition, LLC

 

8/27/2026

 

Insurance

 

 

11.57

%

 

SOFR+615

 

 

19,701

 

 

 

19,639

 

 

 

19,504

 

K2 Pure Solutions NoCal, L.P.

 

12/20/2023

 

Chemicals, Plastics and Rubber

 

 

13.42

%

 

SOFR+810

 

 

12,061

 

 

 

12,040

 

 

 

12,061

 

Kinetic Purchaser, LLC

 

11/10/2027

 

Consumer Products

 

 

11.54

%

 

SOFR+615

 

 

16,920

 

 

 

16,641

 

 

 

16,666

 

LAV Gear Holdings, Inc.

 

10/31/2024

 

Leisure, Amusement, Motion Pictures, Entertainment

 

 

11.46

%

 

SOFR+625

 

 

4,658

 

 

 

4,631

 

 

 

4,603

 

Lash OpCo, LLC

 

2/18/2027

 

Consumer Products

 

 

12.13

%

 

SOFR+700

 

 

19,723

 

 

 

19,565

 

 

 

19,526

 

Lightspeed Buyer Inc.

 

2/3/2026

 

Healthcare, Education and Childcare

 

 

10.67

%

 

SOFR+535

 

 

12,218

 

 

 

12,056

 

 

 

12,096

 

LJ Avalon Holdings, LLC

 

1/31/2030

 

Environmental Services

 

 

11.77

%

 

SOFR+640

 

 

6,318

 

 

 

6,206

 

 

 

6,192

 

MAG DS Corp.

 

4/1/2027

 

Aerospace and Defense

 

 

10.99

%

 

SOFR+549

 

 

7,601

 

 

 

7,153

 

 

 

7,202

 

Magenta Buyer, LLC

 

7/31/2028

 

Software

 

 

10.63

%

 

SOFR+500

 

 

3,785

 

 

 

3,550

 

 

 

2,805

 

Mars Acquisition Holdings Corp.

 

5/14/2026

 

Media

 

 

11.04

%

 

SOFR+550

 

 

10,885

 

 

 

10,811

 

 

 

10,776

 

MBS Holdings, Inc.

 

4/16/2027

 

Telecommunications

 

 

11.22

%

 

SOFR+585

 

 

7,859

 

 

 

7,780

 

 

 

7,749

 

Meadowlark Acquirer, LLC

 

12/10/2027

 

Business Services

 

 

10.58

%

 

SOFR+550

 

 

2,958

 

 

 

2,911

 

 

 

2,884

 

Municipal Emergency Services, Inc.

 

10/1/2027

 

Distribution

 

 

11.04

%

 

SOFR+565

 

 

5,975

 

 

 

5,860

 

 

 

5,843

 

NBH Group LLC

 

8/19/2026

 

Healthcare, Education and Childcare

 

 

10.93

%

 

SOFR+525

 

 

7,429

 

 

 

7,369

 

 

 

7,280

 

Neptune Flood Incorporated

 

5/9/2029

 

Financial Services

 

 

11.97

%

 

SOFR+650

 

 

8,020

 

 

 

7,910

 

 

 

8,020

 

One Stop Mailing, LLC

 

5/7/2027

 

Transportation

 

 

11.68

%

 

SOFR+636

 

 

8,470

 

 

 

8,311

 

 

 

8,470

 

Owl Acquisition, LLC

 

2/4/2028

 

Education

 

 

10.80

%

 

SOFR+575

 

 

3,893

 

 

 

3,794

 

 

 

3,834

 

Ox Two, LLC (New Issue)

 

5/18/2026

 

Distribution

 

 

12.90

%

 

SOFR+725

 

 

4,378

 

 

 

4,343

 

 

 

4,301

 

 

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

9

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PennantPark Senior Loan Fund, LLC

 

Consolidated Schedule of Investments

 

September 30, 2023

 

($ In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Name 4,5

 

Maturity

 

Industry

 

Current
 Coupon

 

 

Basis Point
Spread Above
Index
1

 

Par

 

 

Cost

 

 

Fair Value 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pequod Merger Sub, Inc.

 

12/2/2026

 

Banking, Finance, Insurance & Real Estate

 

 

11.79

%

 

SOFR+640

 

 

11,474

 

 

$

11,267

 

 

$

11,244

 

PL Acquisitionco, LLC

 

11/9/2027

 

Retail

 

 

12.42

%

 

SOFR+700

 

 

7,930

 

 

 

7,818

 

 

 

7,137

 

PlayPower, Inc.

 

5/8/2026

 

Consumer Products

 

 

10.92

%

 

SOFR+565

 

 

2,551

 

 

 

2,481

 

 

 

2,436

 

Quantic Electronics, LLC

 

11/19/2026

 

Aerospace and Defense

 

 

11.74

%

 

SOFR+635

 

 

3,314

 

 

 

3,267

 

 

 

3,264

 

Radius Aerospace, Inc.

 

3/31/2025

 

Aerospace and Defense

 

 

11.29

%

 

SOFR+575

 

 

12,703

 

 

 

12,641

 

 

 

12,576

 

Rancho Health MSO, Inc.

 

12/18/2025

 

Healthcare, Education and Childcare

 

 

11.22

%

 

SOFR+575

 

 

5,603

 

 

 

5,603

 

 

 

5,603

 

Reception Purchaser, LLC

 

4/28/2028

 

Transportation

 

 

11.54

%

 

SOFR+615

 

 

5,000

 

 

 

4,937

 

 

 

4,800

 

Recteq, LLC

 

1/29/2026

 

Consumer Products

 

 

12.54

%

 

SOFR+700

 

 

9,750

 

 

 

9,655

 

 

 

9,458

 

Research Now Group, LLC and Dynata, LLC

 

12/20/2024

 

Business Services

 

 

11.13

%

 

SOFR+576

 

 

14,389

 

 

 

14,332

 

 

 

12,591

 

Riverpoint Medical, LLC

 

6/20/2025

 

Healthcare, Education and Childcare

 

 

10.54

%

 

SOFR+515

 

 

3,176

 

 

 

3,162

 

 

 

3,131

 

Riverside Assessments, LLC

 

3/10/2025

 

Education

 

 

11.29

%

 

SOFR+575

 

 

10,895

 

 

 

10,834

 

 

 

10,786

 

Rural Sourcing Holdings, Inc. (HPA SPQ Merger Sub, Inc.)

 

6/16/2029

 

Professional Services

 

 

11.52

%

 

SOFR+625

 

 

3,749

 

 

 

3,678

 

 

 

3,692

 

Sales Benchmark Index LLC

 

1/3/2025

 

Business Services

 

 

11.59

%

 

SOFR+600

 

 

6,859

 

 

 

6,815

 

 

 

6,825

 

Sargent & Greenleaf Inc.

 

12/20/2024

 

Electronics

 

 

12.92

%

 

SOFR+750

 

 

4,872

 

 

 

4,872

 

 

 

4,823

 

Seaway Buyer, LLC

 

6/13/2029

 

Chemicals, Plastics and Rubber

 

 

11.54

%

 

SOFR+605

 

 

14,850

 

 

 

14,633

 

 

 

14,405

 

Signature Systems Holding Company

 

5/3/2024

 

Chemicals, Plastics and Rubber

 

 

12.04

%

 

SOFR+650

 

 

11,201

 

 

 

11,173

 

 

 

11,201

 

Skopima Consilio Parent, LLC

 

5/17/2028

 

Business Services

 

 

9.93

%

 

SOFR+450

 

 

1,300

 

 

 

1,274

 

 

 

1,272

 

Solutionreach, Inc.

 

7/17/2025

 

Communications

 

 

12.37

%

 

SOFR+715

 

 

9,239

 

 

 

9,206

 

 

 

9,202

 

SpendMend Holdings, LLC

 

3/1/2028

 

Business Services

 

 

11.04

%

 

SOFR+565

 

 

9,607

 

 

 

9,352

 

 

 

9,396

 

STV Group Incorporated

 

12/11/2026

 

Transportation

 

 

10.67

%

 

SOFR+535

 

 

12,099

 

 

 

12,045

 

 

 

11,857

 

Summit Behavioral Healthcare, LLC

 

11/24/2028

 

Healthcare, Education and Childcare

 

 

10.43

%

 

SOFR+475

 

 

3,572

 

 

 

3,389

 

 

 

3,559

 

System Planning and Analysis, Inc. (f/k/a Management Consulting & Research, LLC)

 

8/16/2027

 

Aerospace and Defense

 

 

11.49

%

 

SOFR+600

 

 

15,966

 

 

 

15,695

 

 

 

15,790

 

Team Services Group, LLC

 

11/24/2028

 

Healthcare, Education and Childcare

 

 

10.75

%

 

SOFR+515

 

 

2,688

 

 

 

2,584

 

 

 

2,627

 

Teneo Holdings LLC

 

7/18/2025

 

Financial Services

 

 

10.67

%

 

SOFR+535

 

 

2,936

 

 

 

2,927

 

 

 

2,931

 

The Aegis Technologies Group, LLC

 

10/31/2025

 

Aerospace and Defense

 

 

12.04

%

 

SOFR+665

 

 

11,095

 

 

 

11,008

 

 

 

10,929

 

The Bluebird Group LLC

 

7/27/2026

 

Business Services

 

 

12.79

%

 

SOFR+740

 

 

7,855

 

 

 

7,872

 

 

 

7,823

 

The Vertex Companies, LLC

 

8/31/2027

 

Business Services

 

 

11.70

%

 

SOFR+635

 

 

7,690

 

 

 

7,596

 

 

 

7,628

 

TPC Canada Parent, Inc. and TPC US Parent, LLC

 

11/24/2025

 

Food

 

 

10.68

%

 

SOFR+550

 

 

5,479

 

 

 

5,378

 

 

 

5,479

 

TWS Acquisition Corporation

 

6/6/2025

 

Education

 

 

11.80

%

 

SOFR+625

 

 

7,177

 

 

 

7,161

 

 

 

7,177

 

Tyto Athene, LLC

 

4/3/2028

 

Aerospace and Defense

 

 

10.90

%

 

SOFR+550

 

 

11,393

 

 

 

11,285

 

 

 

10,391

 

Urology Management Holdings, Inc.

 

6/15/2026

 

Healthcare, Education and Childcare

 

 

11.79

%

 

SOFR+625

 

 

3,860

 

 

 

3,792

 

 

 

3,780

 

Wildcat Buyerco, Inc.

 

2/27/2026

 

Electronics

 

 

10.54

%

 

SOFR+515

 

 

11,386

 

 

 

11,323

 

 

 

11,272

 

Zips Car Wash, LLC

 

3/1/2024

 

Business Services

 

 

12.67

%

 

SOFR+735

 

 

19,682

 

 

 

19,581

 

 

 

19,042

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total First Lien Secured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

810,737

 

 

 

804,187

 

Total Investments - 783.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents - 57.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlackRock Federal FD Institutional 30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,096

 

 

 

59,096

 

Total Cash and Cash Equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,096

 

 

 

59,096

 

Total Investments and Cash Equivalents - 841.3%

 

 

 

 

 

 

 

 

 

$

869,833

 

 

$

863,283

 

Liabilities in Excess of Other Assets — (741.3)%

 

 

 

 

 

 

 

 

 

 

 

 

 

(760,665

)

Members' Equity—100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

102,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Represents floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the applicable Secured Overnight Financing Rate ("S" or "SOFR"). The spread may change based on the type of rate used. The terms in the Schedule of Investments disclose the actual interest rate in effect as of the reporting period. SOFR loans are typically indexed to a 30-day, 60-day, 90-day or 180-day SOFR rate (1M S, 2M S, 3M S, or 6M S, respectively), at the borrower’s option. All securities are subject to the SOFR floor where a spread is provided, unless noted. The spread provided includes PIK interest and other fee rates, if any.

 

2 Valued based on PSLF'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.

 

4 All investments are in US Companies unless noted otherwise

 

5 The securities are, 1) pledged as collateral under the BNP Credit Facility and held through Funding I; or, 2) securing the 2034 Asset-Backed Debt and held through PennantPark CLO IV, LLC; or, 3) securing the 2035 Asset-Backed Debt held through PennantPark CLO VII, LLC

 

 

 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

10

 


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

 

 

 

1.
ORGANIZATION

 

PennantPark Senior Loan Fund, LLC, or PSLF, is organized as a Delaware limited liability company and commenced operations in July 2020. PSLF is a joint venture between PennantPark Investment Corporation ("PNNT") and Pantheon Ventures (UK), LLP ("Pantheon"). In this report, except where the context suggests otherwise, the terms “Company,” “we,” “our,” or “us” refer to PSLF and its consolidated subsidiary.

 

The Company's investment objectives are to generate both current income and capital appreciation while seeking to preserve capital through debt and equity investments primarily made to U.S. middle-market companies in the form of first lien secured debt, second lien secured debt and subordinated debt and equity investments.

 

PNNT and Pantheon (individually a "Member" and collectively the "Members"), provide capital to PSLF in the form of notes and equity interests. On July 31, 2020, PNNT contributed its formerly wholly-owned subsidiary, PennantPark Investment Funding I, LLC (“Funding I”) to the Company in exchange for a 72% stake in PSLF. As of July 31, 2020, Funding I held $356.1 million of senior loans at fair value and had $240.0 million of debt outstanding (see Note 10). On July 31, 2020 Pantheon invested $35.0 million to acquire a 28% stake in PSLF of which $22.5 million was used to partially pay down Funding I's outstanding debt. Subsequent to the contribution of Funding I by PNNT, Funding I became a wholly-owned subsidiary of PSLF and its operations are consolidated with and into the operations of PSLF.

 

On October 31, 2020, PNNT and Pantheon contributed an additional $1.8 million and $27.5 million, respectively, to PSLF. PNNT’s and Pantheon’s additional investments came in at PSLF’s then current Members’ equity. As a result of the additional capital contribution, PNNT and Pantheon owned 60.5% and 39.5%, respectively, of the outstanding notes and equity interests of PSLF.

 

On August 28, 2024, PNNT and Pantheon committed to fund additional capital in the form of notes and equity interest of $52.5 million and $75.0 million, respectively, to PSLF (see Note 6). As a result of this additional capital committed, PNNT and Pantheon will own 54.8% and 45.2%, respectively, of the outstanding notes and equity interests of PSLF after all the upsize commitments are funded.

 

On August 28, 2024, PSLF’s LLC agreement was amended to give Members the option to redeem at least 25% of its Membership interest, allocated proportionally between that redeeming Members note and equity interest and shall be redeemed within eighteen months and three years subject to sufficient liquidity.

 

The administrative agent of the Company is PennantPark Investment Administration, LLC (the "Administrative Agent"). The Bank of New York Mellon Corporation (the "Sub-Administrator") provides certain services to the Company with respect to certain accounting matters and has the responsibility for the official books and records.

 

PNNT and Pantheon each appointed two members to PSLF’s four-person member designees’ committee. All material decisions with respect to PSLF, including those involving its investment portfolio, require unanimous approval of a quorum of the member designees. Quorum is defined as (i) the presence of two members of the member designees’ committee; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the member designees’ 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 member designees or investment committee shall constitute a quorum, provided that two individuals are present that were elected, designated or appointed by each member.

 

PennantPark CLO IV, LLC ("CLO IV") is a wholly-owned subsidiary and was formed in March 2022 for the purpose of executing a debt securitization (See Note 10).

 

PennantPark CLO VII, LLC ("CLO VII") is a wholly-owned subsidiary and was formed in July 2023 for the purpose of executing a debt securitization (See Note 10).

11


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

PSLF 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 disclosed as appropriate for events occurring through the date the consolidated financial statements are issued. The preparation of our consolidated financial statements in conformity with GAAP requires the Company 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 Company, 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 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 member designees’ 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 member designees’ 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 to corroborate or revise 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 member designees’ 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 PNNT, responsible for the portfolio investment;
(2)
Preliminary valuation conclusions are then documented and discussed with the management of PennantPark Investment Advisers, LLC;

 

(3)
Our member designees 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 member designees 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

 

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PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

(5)
Our member designees 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 member designees 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 member designees’ 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 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 Company's judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in the Company's judgment, are likely to remain current. There were no loans on non-accrual status as of September 30, 2024 and 2023.

 

We measure realized gains and 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 and depreciation, when gains or losses are realized.

 

(c) Income Taxes

 

PSLF 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 PSLF’s income or loss on their U.S. income tax returns.

 

In accordance with FASB ASC Topic 740, the Company is required to determine whether a tax position of PSLF 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 PSLF recording a tax liability that would reduce members’ capital.

 

For the years ended September 30, 2024 and 2023, there were no material uncertain income tax positions.

 

13


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

(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 net assets 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 and liabilities.

 

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.

 

(e) Consolidation

 

As explained by ASC paragraph 946-810-45, PSLF 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 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” ("ASU 2020-04"). 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 September 30, 2023, the effect of which was not material to the consolidated financial statements and the notes thereto.

 

In June 2022, the FASB issued Accounting Standards Update No. 2022-03, "Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions", 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.
 

 

 

 

 

 

 

14


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

 

For the years ended September 30, 2024 and 2023, PSLF purchased $308.7 million and $127.8 million of investments from PNNT, respectively.

 

For the years ended September 30, 2024 and 2023, PSLF incurred $2.4 million and $2.0 million of administration fees to the Administrative Agent, respectively. The Administrative Agent provides administration services to PSLF at an annual rate of 0.25% based on average gross assets under management payable quarterly in arrears and calculated based on average gross assets (measured at cost) at the end of the two recently completed calendar quarters.

 

For the years ended September 30, 2024 and 2023, PSLF incurred $24.9 million and $20.9 million of interest expense related to the notes outstanding with the Members, respectively.

 

As of September 30, 2024 and 2023, PSLF had a receivable from PNNT of $0.03 million and $3.3 million, respectively presented as a component of Due from Affiliate on the consolidated statement of assets, liabilities and members' equity. These amounts are related to cash owed from PNNT in connection with trades between the funds. Additionally, PSLF had a receivable from the Administrative Agent of $0.04 million as of September 30, 2024 related to loan agency fees received by the Administrative agent and is owed to PSLF.

 

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Fair value, as defined under ASC Topic 820, Fair Value Measurement, 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 Topic 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 (un-adjusted) 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

15


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

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 member designees’ 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 member designee 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.

 

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 member designees’ 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 ($ in thousands):

 

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PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

Asset Category

 

 

Fair value at September 30, 2024

 

 

Valuation Technique

Unobservable Input

 

Range of Input
(Weighted Average)
(1)

First lien

 

$

 

88,632

 

Market Comparable

Broker/Dealer bids or quotes

N/A

First lien

 

 

 

933,688

 

 

Market Comparable

 

Market Yield

 

7.9% - 21.4% (10.2%)

First lien

 

 

 

6,554

 

 

Enterprise Market Value

 

EBITDA Multiple

 

0.9x - 0.9x (0.9x)

Equity

 

 

 

2,351

 

 

Enterprise Market Value

 

EBITDA Multiple

 

6.0x

Total Level 3 investments

 

$

 

1,031,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Category

 

 

Fair value at September 30, 2023

 

 

Valuation Technique

Unobservable Input

 

Range of Input
(Weighted Average)
(1)

First lien

 

$

 

85,500

 

Market Comparable

Broker/Dealer bids or quotes

N/A

First lien

 

 

 

718,687

 

 

Market Comparable

 

Market Yield

 

10.0% - 25.0% (12.2%)

Total Level 3 investments

 

$

 

804,187

 

(1) The weighted average disclosed in the tables above was weighted by its relative fair value.

 

Our investments and cash and cash equivalents were categorized as follows in the fair value hierarchy for ASC 820 purposes ($ in thousands):

Fair Value at September 30, 2024

 

Description

Level 1

 

Level 2

Level 3

 

 

Total

 

First lien

$

 

 $

 $

 

1,028,874

 

 

$

 

1,028,874

 

Equity

 

 

 

 

 

 

 

 

 

 

2,351

 

 

 

 

2,351

 

Total investments

 

 

1,031,225

 

 

 

1,031,225

 

Cash and cash equivalents

 

 

36,595

 

 

 

 

 

 

 

 

 

 

36,595

 

Total investments, cash and cash equivalents

$

 

36,595

 

 $

 $

 

1,031,225

 

 

$

 

1,067,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at September 30, 2023

 

Description

Level 1

 

Level 2

Level 3

 

 

Total

 

First lien

$

 

 $

 $

 

804,187

 

 

$

 

804,187

 

Total investments

 

 

804,187

 

 

 

804,187

 

Cash and cash equivalents

 

 

59,096

 

 

 

 

 

 

 

 

 

 

59,096

 

Total investments, cash and cash equivalents

$

 

59,096

 

 $

 $

 

804,187

 

 

$

 

863,283

 

 

For the year ended September 30, 2024, the amount of Level 3 purchases, including PIK interest, net discount accretion and non-cash exchanges, for the year were $401.3 million. There were no Level 3 transfers.

 

For the year ended September 30, 2023, the amount of Level 3 purchases, including PIK interest, net discount accretion and non-cash exchanges, for the year were $179.6 million. There were no Level 3 transfers.

 

5. CASH AND CASH EQUIVALENTS

 

Cash equivalents represent cash invested in overnight money market funds. These temporary investments with original maturities of 90 days or less are deemed cash equivalents. Cash deposited at financial institutions is insured by the Federal Deposit Insurance Corporation (“FDIC”), up to specified limits. At times, such balances may exceed FDIC insured amounts. As of September 30, 2024 and 2023, the entire amount of $36.6 million and $59.1 million, respectively, included in the cash and cash equivalents balance on the Consolidated Statement of Assets, Liabilities and Members' Equity is comprised of money market funds, which are not subject to FDIC insurance. PSLF believes it is not exposed to any significant risk of loss on its cash and cash equivalents.

 

 

 

 

17


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

6. MEMBERS’ EQUITY

 

PNNT and Pantheon provide capital to PSLF in the form of equity interests. As described in Note 1, PNNT and Pantheon's initial equity interests ownership percentages were 72.0% and 28.0%, respectively. On October 31, 2020, PNNT and Pantheon contributed an additional $10.8 million , non pro-rata, to PSLF. PNNT and Pantheon’s additional equity investments came in at PSLF’s then current Members' equity. As a result, PNNT and Pantheon owned 60.5% and 39.5%, respectively, of the equity interests of PSLF. As of September 30, 2024 and September 30, 2023 the equity interest ownership percentages remained 60.5% and 39.5%, respectively based on commitments funded.

 

On August 28, 2024, PNNT and Pantheon committed to fund additional equity interest of $19.9 million and $28.5 million, respectively, to PSLF. As a result of the additional commitment, PNNT and Pantheon will own 54.8% and 45.2%, respectively, of the equity interests of PSLF after the upsize commitments are funded.

 

As of September 30, 2024 and 2023, PNNT had commitments to fund equity interests to PSLF of $87.4 million and $67.4 million, respectively, of which $19.9 million and $8.8 million, respectively, were unfunded.


As of September 30, 2024 and 2023, Pantheon had commitments to fund equity interests to PSLF of $73.4 million and $44.9 million, respectively, of which $28.5 million and $5.7 million, respectively were unfunded.

 

7. NOTES PAYABLE TO MEMBERS

 

PNNT and Pantheon provide capital to PSLF in the form of subordinated notes ("Member Notes"). As described in Note 1, PNNT and Pantheon initially owned 72.0% and 28.0% respectively, of the Member Notes. On October 31, 2020, PNNT and Pantheon contributed an additional $18.5 million, non pro-rata, to PSLF in the form of additional Member notes. As a result, PNNT and Pantheon owned 60.5% and 39.5%, respectively, of the Member notes of PSLF. As of September 30, 2023 and September 30, 2024, the subordinated notes ownership percentages remained 60.5% and 39.5% respectively based on commitments funded. The notes bear interest at 3-month LIBOR plus 8% prior to June 30, 2023 and 3-month SOFR plus 8% after June 30, 2023 and matures on July 31, 2027. As of September 30, 2024 and September 30, 2023 interest on the Member Notes was 13.3% and 13.4%, respectively.

 

On August 28, 2024, PNNT and Pantheon committed to fund additional Member Notes of $32.6 million and $46.5 million, respectively, to PSLF. As part of the additional commitment, the Member Notes were extended to July 31, 2032. The Member Notes bear interest at the higher of 3-month SOFR or 1%. As a result of the additional commitment, PNNT and Pantheon will own 54.8% and 45.2%, respectively, of the Member Notes of PSLF after the upsize commitments are funded.

 

As of September 30, 2024 and 2023, PNNT had commitments to fund Member Notes to PSLF of $148.5 million and $115.9 million, respectively, of which $32.6 million and $13.6 million, respectively, were unfunded.


As of September 30, 2024 and 2023, Pantheon had commitments to fund Member Notes to PSLF of $122.2 million and $75.7 million, respectively, of which $46.5 million and $8.9 million, respectively were unfunded.

 

8. RISKS AND UNCERTAINTIES

 

Investments

 

PSLF 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 PSLF’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 PSLF’s controls, and the likelihood that they may occur cannot be predicted. Furthermore, investments of PSLF are made in private companies and there are

18


PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

generally no public markets for these securities at the current time. The ability of PSLF to liquidate these investments and realize value is subject to significant limitations and uncertainties.

 

Leverage Risk

 

PSLF 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 capital. If the value of PSLF’s assets decreases, leveraging would cause members’ equity to decline more sharply than it otherwise would have had PSLF not used leverage. Similarly, any decrease in PSLF’s income would cause net income to decline more sharply than it would have had PSLF not borrowed. Borrowings will usually be from credit facilities or debt securitizations which will typically be secured by PSLF’s securities and other assets. Under certain circumstances, such debt may demand an increase in the collateral that secures PSLF’s obligations and if PSLF was unable to provide additional collateral, the debt could liquidate assets held in the account to satisfy PSLF’s obligations. Liquidation in this manner could have adverse consequences. Additionally, the amount of PSLF’s borrowings and the interest rates on those borrowings, which will fluctuate, could have a significant effect on PSLF’s profitability.

 

Credit Risk

 

PSLF primarily invests in first lien secured debt to middle-market companies. A majority of the investments held by PSLF are subject to restrictions on their resale or are otherwise illiquid. PSLF assumes the credit risk of the borrower. In the event that the borrower becomes insolvent or enters bankruptcy, PSLF 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 Topic 946, which have been omitted accordingly.

 

10. LEVERAGE

 

Credit Facility

As described in Note 1 above, PNNT contributed Funding I to the Company. As of the contribution date Funding I had a $250 million senior secured revolving credit facility with BNP Paribas (the “BNP Credit Facility”). The BNP Credit Facility is secured by all of the assets of Funding I.

 

In November 2020, Funding I amended the BNP Credit Facility and increased the size to $275 million.

In March 2022, Funding I amended the BNP Credit Facility and reduced the total commitment to $225 million, extended the revolving period to March 2025 and extended maturity to March 2027.

In September 2022, Funding I amended the BNP Credit Facility and increased the total commitment to $325 million and amended the interest rate to SOFR plus 2.60%. As of September 30, 2023 there were $88.6 million in outstanding borrowings and we were in compliance with all required covenants.

 

On August 27, 2024, Funding I amended the BNP Credit Facility and increased the total commitment to $400 million and amended the interest rate to SOFR plus 2.53%. The credit facility term was not extended and will mature on March 2027 unless extended. As of September 30, 2024, there were $247.6 million in outstanding borrowings and we are in compliance with all required covenants.

 

 

 

 

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PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

Asset - Backed Debt - CLO IV

 

On March 2, 2022, CLO IV completed a $304 million debt securitization in the form of a collateralized loan obligation (the "2034 Debt Securitization" or "2034 Asset-Backed Debt"). The 2034 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2034 Debt Securitization was executed through a private placement of: (i) $30.0 million Class A-1a Loans maturing 2034, which bear interest at the three-month SOFR plus 1.7%, (ii) $50.0 million Class A-1b Senior Secured Fixed Rate Notes due 2034, which bear interest at 3.45%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2034, which bear interest at the three-month SOFR plus 1.9%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2034, which bear interest at the three-month SOFR plus 2.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2034, which bear interest at the three-month SOFR plus 2.9%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2034, which bear interest at the three-month SOFR plus 4.0%, and (vii) $91.0 million Class A-1a Senior Secured Floating Rate notes due 2034 which bears interest at the three-month SOFR plus 1.7%, under a credit agreement by and among CLO IV, as issuer, various financial institutions, as lenders, and Wilmington Trust, National Association, as collateral trustee and as loan agent. As of September 30, 2024 and September 30, 2023, there was $246.0 million and $246.0 million of 2034 Asset-Backed Debt and there was $1.7 million and $1.3 million, respectively of un-amortized financing costs. As of September 30, 2024 and September 30, 2023 the weighted average interest rate was 6.0% and 6.6% respectively.

 

On the closing date of the 2034 Debt Securitization, in consideration of our transfer to CLO IV of the initial closing date loan portfolio, PSLF received 100% of the Subordinated Notes (the "2034 Sub Notes") of CLO IV, and a portion of the net cash proceeds received from the sale of the 2034 Asset-Backed Debt Securitization. The 2034 Sub Notes do not bear interest and had a stated value of approximately $58.0 million at the closing of the 2034 Debt Securitization.

 

Asset - Backed Debt - CLO VII

 

On July 26, 2023, CLO VII completed a $300 million debt securitization in the form of a collateralized loan obligation (the "2035 Debt Securitization" or "2035 Asset-Backed Debt"). The 2035 Asset-Backed Debt is secured by a diversified portfolio consisting primarily of middle market loans. The 2035 Debt Securitization was executed through a private placement of: (i) $151.0 million Class A-1a Notes maturing 2035, which bear interest at the three-month SOFR plus 2.7%, (ii) $20.0 million Class A-1b Loans 2035, which bear interest at 6.5%, (iii) $12.0 million Class A-2 Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 3.2%, (iv) $21.0 million Class B Senior Secured Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.1%, (v) $24.0 million Class C Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 4.7%, (vi) $18.0 million Class D Secured Deferrable Floating Rate Notes due 2035, which bear interest at the three-month SOFR plus 7.0%. As of September 30, 2024 and September 30, 2023, there was $246.0 million and $246.0 million of 2035 Asset-Backed Debt and there was $1.9 million and $2.3 million, respectively of un-amortized financing costs. As of September 30, 2024 and September 30, 2023 the weighted average interest rate was 8.0% and 8.5% respectively.

 

On the closing date of the 2035 Debt Securitization, in consideration of our transfer to CLO VII of the initial closing date loan portfolio, PSLF received 100% of the Subordinated Notes (the "2035 Sub Notes") of CLO VII. The 2035 Sub Notes do not bear interest and had a stated value of approximately $54.0 million at the closing of the 2035 Debt Securitization.

 

The 2034 Asset-Backed Debt and 2035 Asset-Backed Debt are included in the Consolidated Statement of Assets, Liabilities and Members' Equity as debt of the Company and the sub notes were eliminated in consolidation.

 

11. COMMITMENT AND CONTINGENCIES

 

As of September 30, 2024 and September 30, 2023 the Company had $0 and $0.5 million, respectively, of unfunded commitments to fund existing investments.

 

The Company has provided general indemnifications to the Members, any affiliate 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

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PENNANTPARK SENIOR LOAN FUND, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024 (Continued)

 

 

 

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 of the consolidated financial statements were available to be issued on November 25, 2024. There were no events that require disclosure.

 

On October 16, 2024, PSLF issued a capital call in the amount of $63.8 million to its Members.

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