Palmer Square Capital BDC Inc. - FORM 10-Q

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EX-31.2 - CERTIFICATION - Palmer Square Capital BDC Inc.	f10q0621ex31-2_palmersquare.htm
EX-32.2 - CERTIFICATION - Palmer Square Capital BDC Inc.	f10q0621ex32-2_palmersquare.htm
EX-32.1 - CERTIFICATION - Palmer Square Capital BDC Inc.	f10q0621ex32-1_palmersquare.htm
EX-31.1 - CERTIFICATION - Palmer Square Capital BDC Inc.	f10q0621ex31-1_palmersquare.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-56126

Palmer Square Capital BDC Inc.

(Exact name of registrant as specified in its charter)

Maryland		84-3665200
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1900 Shawnee Mission Parkway, Suite 315, Mission Woods, KS		66205
(Address of principal executive offices)		(Zip Code)

(816) 994-3200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 11, 2021, the registrant had 13,245,765 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements (Unaudited)	1
	Consolidated Statements of Assets and Liabilities as of June 30, 2021 (Unaudited) and December 31, 2020	1
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and Three Months Ended June 30, 2020 and Period January 23, 2020 (Commencement of Operations) through June 30, 2020 (Unaudited)	2
	Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2021 and Three Months Ended June 30, 2020 and Period January 23, 2020 (Commencement of Operations) through June 30, 2020 (Unaudited)	3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and Period January 23, 2020 (Commencement of Operations) through June 30, 2020 (Unaudited)	4
	Consolidated Schedules of Investments as of June 30, 2021 (Unaudited) and December 31, 2020	5
	Notes to Consolidated Financial Statements (Unaudited)	20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	55

PART II.	OTHER INFORMATION	56
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	56
Item 6.	Exhibits	57

Signatures		58

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Palmer Square Capital BDC Inc.

Consolidated Statements of Assets and Liabilities

(Unaudited)

	June 30, 2021 (Unaudited)		December 31, 2020

Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of $721,635,479 and $640,100,635, respectively)	$	730,992,646	$	653,156,200
Cash and cash equivalents		1,018,357		682,579
Receivables:
Receivable for sales of investments		4,829,467		11,762,002
Receivable for paydowns of investments		131,404		121,391
Due from investment adviser		168,326		155,353
Dividend receivable		-		345
Interest receivable		1,658,602		1,612,231
Total Assets	$	738,798,802	$	667,490,101

Liabilities:
Credit facility, net (Note 6)	$	413,907,069	$	393,152,103
Payables:
Payable for investments purchased		50,402,525		15,553,450
Distributions payable		-		3,894,470
Management fee payable		1,346,607		1,242,821
Directors fee payable		7,171		5,000
Accrued other general and administrative expenses		710,728		497,286
Total Liabilities	$	466,374,100	$	414,345,130

Commitments and contingencies (Note 8)

Net Assets:
Common Shares, $0.001 par value; 450,000,000 shares authorized; 13,195,402 and 12,562,805 as of June 30, 2021 and December 31, 2020, respectively issued and outstanding	$	13,195		12,563
Additional paid-in capital		251,169,518		238,204,363
Total distributable earnings (accumulated deficit)		21,241,989		14,928,045
Total Net Assets	$	272,424,702	$	253,144,971
Total Liabilities and Net Assets	$	738,798,802	$	667,490,101
Net Asset Value Per Common Share	$	20.65	$	20.15

The accompanying notes are an integral part of these consolidated financial statements.

Palmer Square Capital BDC Inc.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income	$	7,791,222		$	6,357,007		$	17,194,658		$	7,626,612
Dividend income		1,233			36,936			2,636			220,479
Other income		76,773			15,129			346,809			15,129
Total investment income from non-controlled, non-affiliated investments		7,869,228			6,409,072			17,544,103			7,862,220
Total Investment Income		7,869,228			6,409,072			17,544,103			7,862,220

Expenses:
Interest expense		1,940,492			1,274,587			3,799,163			1,514,453
Management fees		1,346,607			1,059,044			2,632,869			1,533,722
Professional fees		96,314			223,599			384,110			393,140
Directors fees		19,945			21,163			39,671			37,209
Offering costs		-			133,139			-			234,090
Initial organization		-			-			-			122,199
Other general and administrative expenses		437,992			207,523			783,447			346,135
Total Expenses		3,841,350			2,919,055			7,639,260			4,180,948
Less: Management fee waiver (Note 3)		(168,326	)		(132,380	)		(329,109	)		(191,715	)
Net expenses		3,673,024			2,786,675			7,310,151			3,989,233
Net Investment Income (Loss)		4,196,204			3,622,397			10,233,952			3,872,987

Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments		2,712,837			384,174			3,845,495			602,564
Total net realized gains (losses)		2,712,837			384,174			3,845,495			602,564
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		(1,871,880	)		27,924,433			(3,698,294	)		(6,073,483	)
Total net change in unrealized gains (losses)		(1,871,880	)		27,924,433			(3,698,294	)		(6,073,483	)
Total realized and unrealized gains (losses)		840,957			28,308,607			147,201			(5,470,919	)

Net Increase (Decrease) in Net Assets Resulting from Operations	$	5,037,161			31,931,004		$	10,381,153			(1,597,932	)

Per Common Share Data:
Basic and diluted net investment income per common share	$	0.32			0.30		$	0.79			0.40
Basic and diluted net increase in net assets resulting from operations	$	0.38			2.65		$	0.80			(0.16	)
Weighted Average Common Shares Outstanding - Basic and Diluted		13,095,892			12,057,805			12,924,024			9,690,281

The accompanying notes are an integral part of these consolidated financial statements.

Palmer Square Capital BDC Inc.

Consolidated Statements of Changes in Net Assets

(Unaudited)

	For the Three Months Ended						For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)	$	4,196,204		$	3,622,397		$	10,233,952		$	3,872,987
Net realized gains (losses) on investments and foreign currency transactions		2,712,837			384,174			3,845,495			602,564
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts		(1,871,880	)		27,924,433			(3,698,294	)		(6,073,483	)
Net Increase (Decrease) in Net Assets Resulting from Operations		5,037,161			31,931,004			10,381,153			(1,597,932	)

Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders		(4,067,209	)		(488,608	)		(4,067,209	)		(488,608	)
Net Decrease in Net Assets Resulting from Stockholder Distributions		(4,067,209	)		(488,608	)		(4,067,209	)		(488,608	)

Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares		6,293,374			16,015,000			8,321,074			233,470,000
Reinvestment of distributions		2,362,492			285,545			4,644,713			285,545
Net Increase in Net Assets Resulting from Capital Share Transactions		8,655,866			16,300,545			12,965,787			233,755,545

Total Increase (Decrease) in Net Assets		9,625,818			47,742,941			19,279,731			231,669,005
Net Assets, Beginning of Period		262,798,884			183,927,564			253,144,971			1,500
Net Assets, End of Period	$	272,424,702		$	231,670,505		$	272,424,702		$	231,670,505

The accompanying notes are an integral part of these consolidated financial statements.

Palmer Square Capital BDC Inc.

Consolidated Statement of Cash Flows

(Unaudited)

	For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations	$	10,381,153		$	(1,597,932	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments		(3,845,495	)		(602,564	)
Net change in unrealized (gains)/losses on investments		3,698,294			6,073,483
Net accretion of discount on investments		(112,742	)		(527,341	)
Purchases of short-term investments		(183,409,850	)		(441,420,525	)
Purchases of portfolio investments		(277,427,052	)		(625,983,582	)
Proceeds from sale of short-term investments		159,126,640			407,110,337
Proceeds from sale of portfolio investments		224,133,758			36,423,971
Amortization of deferred financing cost		359,301			147,324
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments		6,932,535			(2,055,350	)
(Increase)/decrease in interest and dividends receivable		(46,026	)		(1,439,521	)
(Increase)/decrease in due from investment adviser		(12,973	)		(132,383	)
(Increase)/decrease in receivable for paydowns of investments		(10,013	)		(128,445	)
(Increase)/decrease in prepaid expenses and other assets		-			(269,203	)
Increase/(decrease) in payable for investments purchased		34,849,075			56,208,732
Increase/(decrease) in management fees payable		103,786			1,059,066
Increase/(decrease) in directors fee payable		2,171			291
Increase/(decrease) in accrued other general and administrative expenses		213,442			648,367
Net cash used in operating activities		(25,063,996	)		(566,485,275	)

Cash Flows from Financing Activities:
Borrowings on credit facility		20,395,666			335,246,200
Payments of debt issuance costs		-			(1,313,217	)
Distributions paid in cash		(3,316,966	)		(203,063	)
Proceeds from issuance of common shares, net of change in subscriptions receivable of $ -		8,321,074			233,470,000
Net cash provided by financing activities		25,399,774			567,199,920

Net increase in cash and cash equivalents		335,778			714,645
Cash and cash equivalents, beginning of period		682,579			1,500
Cash and cash equivalents, end of period	$	1,018,357		$	716,145

Supplemental and Non-Cash Information:
Interest paid during the period	$	3,129,721		$	1,268,253
Distributions declared during the period	$	4,067,209		$	488,608
Reinvestment of distributions during the period	$	4,644,713		$	285,545

The accompanying notes are an integral part of these consolidated financial statements.

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

Portfolio Company(3)	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost(1)(6)		Fair Value		Percentage of Net Assets
Debt Investments
First Lien Senior Secured(2)
AAdvantage Loyalty IP Ltd. (4)(7)	Airlines	5.50% (L + 4.75%)	3/10/2021	4/20/2028	$	3,500,000	$	3,465,462	$	3,653,353		1.4	%
Acrisure, LLC (7)	Insurance	3.60% (L + 3.50%)	1/31/2020	2/12/2027		5,932,462		5,914,622		5,877,468		2.2	%
Albany Molecular Research, Inc. (7)	Healthcare Providers and Services	4.25% (L + 3.25%)	2/20/2020	8/28/2024		4,923,915		4,903,796		4,937,111		1.8	%
Alera Group Intermediate Holdings, Inc. (7)	Insurance	4.50% (L + 4.00%)	2/3/2020	8/1/2025		5,425,956		5,375,223		5,446,304		2.0	%
AlixPartners, LLP (7)	Diversified Financial Services	3.25% (L + 2.75%)	1/28/2021	2/4/2028		3,990,000		3,980,689		3,977,252		1.5	%
Alliant Holdings Intermediate LLC (5)(7)	Insurance	4.25% (L + 3.75%)	10/8/2020	10/8/2027		5,481,931		5,483,812		5,498,294		2.0	%
Allied Universal Holdco LLC (7)	Professional Services	4.25% (L + 3.75%)	5/5/2021	4/7/2028		3,500,000		3,490,154		3,514,123		1.3	%
Alphabet Holding Company, Inc. (7)	Food Products	3.60% (L + 3.50%)	1/24/2020	9/26/2024		3,951,321		3,836,840		3,951,459		1.5	%
Alterra Mountain Company (7)	Hotels, Restaurants and Leisure	5.50% (L + 4.50%)	5/13/2020	8/31/2026		1,997,256		1,983,182		2,004,756		0.7	%
Amentum Government Services Holdings LLC (7)	Construction and Engineering	3.60% (L + 3.50%)	3/19/2020	2/26/2027		4,455,000		4,211,079		4,455,557		1.6	%
Amentum Government Services Holdings LLC (7)	Construction and Engineering	5.50% (L + 4.75%)	10/29/2020	1/29/2027		1,496,250		1,469,098		1,513,083		0.6	%
American Rock Salt Company LLC (7)	Metals and Mining	4.75% (L + 4.00%)	6/4/2021	6/9/2028		5,000,000		4,987,660		5,018,750		1.8	%
AmWINS Group, LLC (7)	Insurance	3.00% (L + 2.25%)	2/17/2021	2/21/2028		4,975,000		4,963,438		4,949,603		1.8	%
Amynta Agency Borrower, Inc. (7)	Insurance	4.60% (L + 4.50%)	2/13/2020	2/28/2025		4,970,635		4,793,447		4,967,553		1.8	%
Applovin Corporation (4)(7)	Software	3.35% (L + 3.25%)	3/2/2020	8/15/2025		4,931,722		4,871,411		4,931,032		1.8	%
Aptean Inc (7)	Software	4.34% (L + 4.25%)	5/17/2021	4/23/2026		1,916,154		1,916,154		1,916,096		0.7	%
AQA Acquisition Holding, Inc. (7)	Software	4.75% (L + 4.25%)	11/20/2020	11/19/2027		3,000,000		2,977,547		3,014,070		1.1	%
Arches Buyer Inc. (7)	Interactive Media and Services	3.75% (L + 3.25%)	2/25/2021	12/6/2027		4,975,000		4,928,468		4,969,130		1.8	%
Aristocrat International PTY Ltd (4)(7)	Hotels, Restaurants and Leisure	4.75% (L + 3.75%)	5/14/2020	10/31/2024		2,475,000		2,437,094		2,482,734		0.9	%
Aruba Investments Holdings, LLC (7)	Chemicals	4.75% (L + 4.00%)	10/28/2020	10/28/2027		1,496,250		1,482,648		1,503,731		0.6	%
Ascend Learning, LLC (7)	Diversified Consumer Services	4.00% (L + 3.00%)	4/16/2020	7/29/2024		3,899,359		3,758,003		3,901,387		1.4	%
AssuredPartners, Inc. (7)	Insurance	5.50% (L + 4.50%)	5/29/2020	2/12/2027		987,500		970,538		990,833		0.4	%
AssuredPartners, Inc. (5)(7)	Insurance	4.00% (L + 3.50%)	6/29/2021	2/12/2027		3,000,000		3,000,000		3,010,125		1.1	%
Asurion, LLC (7)	Diversified Consumer Services	3.35% (L + 3.25%)	12/23/2020	1/29/2027		1,977,313		1,950,464		1,957,233		0.7	%
Athenahealth, Inc. (7)	Healthcare Providers and Services	4.41% (L + 4.25%)	2/20/2020	2/11/2026		5,298,917		5,268,164		5,320,457		2.0	%
Autokiniton US Holdings, Inc. (7)	Auto Components	5.00% (L + 4.50%)	3/26/2021	3/27/2028		2,992,500		2,985,702		3,019,627		1.1	%
Avaya Inc. (4)(7)	Diversified Telecommunication Services	4.32% (L + 4.25%)	4/20/2020	12/15/2027		1,939,059		1,774,867		1,947,339		0.7	%
Avaya Inc. (4)(7)	Diversified Telecommunication Services	4.07% (L + 4.00%)	2/17/2021	12/15/2027		1,600,000		1,600,000		1,606,000		0.6	%
Aveanna Healthcare LLC (4)(5)(7)	Healthcare Providers and Services	5.25% (L + 4.25%)	3/26/2021	3/13/2024		4,979,207		4,981,219		4,991,655		1.8	%
Aveanna Healthcare LLC (4)(5)(7)	Healthcare Providers and Services	4.25% (L + 3.75%)	6/30/2021	6/30/2028		3,245,283		3,241,733		3,241,226		1.2	%
Aveanna Healthcare LLC (4)(5)(7)	Healthcare Providers and Services	4.25% (L + 3.75%)	6/30/2021	6/30/2028		754,717		753,892		753,774		0.3	%
Azalea TopCo, Inc. (4)(7)	Healthcare Providers and Services	3.69% (L + 3.50%)	2/26/2020	7/23/2026		3,942,324		3,901,724		3,925,077		1.4	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

Portfolio Company(3)	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost(1)(6)		Fair Value		Percentage of Net Assets
Barracuda Networks, Inc. (7)	IT Services	3.90% (L + 3.75%)	3/2/2020	1/10/2025		3,999,169		3,997,574		4,015,406		1.5	%
Bausch Health Companies Inc. (4)(7)	Pharmaceuticals	3.10% (L + 3.00%)	3/18/2020	6/30/2025		1,500,000		1,475,265		1,495,222		0.5	%
Belfor Holdings Inc. (7)	Commercial Services and Supplies	3.85% (L + 3.75%)	3/18/2020	3/31/2026		2,960,989		2,841,176		2,964,690		1.1	%
Bioscrip, Inc. (4)(7)	Healthcare Providers and Services	3.85% (L + 3.75%)	3/5/2020	5/29/2026		5,063,807		4,891,714		5,073,302		1.9	%
Boxer Parent Company, Inc. (7)	Software	3.84% (L + 3.75%)	2/24/2021	10/2/2025		3,009,583		2,697,252		2,996,131		1.1	%
Brookfield WEC Holdings Inc. (7)	Commercial Services and Supplies	3.25% (L + 2.75%)	2/25/2020	8/1/2025		4,433,519		4,375,519		4,396,256		1.6	%
Buzz Merger Sub Ltd. (4)(7)	Leisure Products	2.85% (L + 2.75%)	1/24/2020	1/22/2027		987,500		964,499		985,342		0.4	%
Caesars Resort Collection, LLC (4)(7)	Hotels, Restaurants and Leisure	4.60% (L + 4.50%)	6/19/2020	7/31/2025		2,977,500		2,902,434		2,990,527		1.1	%
Castle US Holding Corporation (7)	Professional Services	4.75% (L + 4.00%)	4/16/2021	1/31/2027		2,993,750		2,934,378		2,973,168		1.1	%
CCI Buyer, Inc. (7)	Wireless Telecommunication Services	4.75% (L + 4.00%)	12/16/2020	12/31/2027		2,394,000		2,371,787		2,400,619		0.9	%
CCS-CMGC Holdings, Inc. (7)	Healthcare Providers and Services	5.60% (L + 5.50%)	1/24/2020	10/1/2025		3,939,394		3,886,063		3,900,985		1.4	%
CHG Healthcare Services, Inc (7)	Healthcare Providers and Services	4.00% (L + 3.00%)	3/19/2020	6/7/2023		483,613		469,421		483,715		0.2	%
Cincinnati Bell Inc. (4)(7)	Media	4.25% (L + 3.25%)	3/19/2020	10/2/2024		3,945,489		3,813,307		3,946,535		1.4	%
Consolidated Communications, Inc. (4)(7)	Diversified Telecommunication Services	4.25% (L + 3.50%)	9/18/2020	10/2/2027		1,428,009		1,408,643		1,432,586		0.5	%
ConvergeOne Holdings Corp. (7)	IT Services	5.10% (L + 5.00%)	2/11/2021	3/31/2026		3,982,182		3,863,699		3,946,880		1.4	%
Corelogic, Inc. (5)(7)	Software	4.00% (L + 3.50%)	4/14/2021	4/14/2028		3,500,000		3,482,500		3,495,188		1.3	%
CP Atlas Buyer, Inc (7)	Building Products	4.25% (L + 3.75%)	2/4/2021	11/23/2027		4,987,500		4,942,748		4,982,039		1.8	%
DCert Buyer, Inc. (7)	Software	4.10% (L + 4.00%)	1/28/2020	8/7/2026		4,948,693		4,941,163		4,961,065		1.8	%
Deerfield Dakota Holding, LLC (7)	Diversified Financial Services	4.75% (L + 3.75%)	3/6/2020	2/25/2027		4,950,000		4,882,654		4,980,047		1.8	%
Delek US Holdings, Inc. (4)(7)	Oil, Gas and Consumable Fuels	6.50% (L + 5.50%)	5/18/2020	3/31/2025		2,370,000		2,235,939		2,384,813		0.9	%
Delta Topco, Inc. (7)	IT Services	4.50% (L + 3.75%)	10/7/2020	10/29/2027		4,000,000		3,981,949		4,014,180		1.5	%
EAB Global, Inc. (5)(7)	Professional Services	4.00% (L + 3.50%)	6/28/2021	6/28/2028		5,000,000		4,975,000		5,000,000		1.8	%
EAB Global, Inc. (7)	Professional Services	4.75% (L + 3.75%)	2/21/2020	9/27/2024		2,959,223		2,888,112		2,959,844		1.1	%
ECI Software Solutions, Inc. (7)	Software	4.50% (L + 3.75%)	9/17/2020	9/30/2027		5,970,000		5,944,023		5,990,895		2.2	%
EFS Cogen Holdings I LLC (7)	Independent Power and Renewable Electricity Producers	4.50% (L + 3.50%)	9/24/2020	10/29/2027		2,904,854		2,892,059		2,907,178		1.1	%
Endo Luxembourg Finance Company I S.a.r.l. (4)(7)	Pharmaceuticals	5.75% (L + 5.00%)	4/13/2020	3/27/2028		3,618,587		3,512,461		3,502,122		1.3	%
Endurance International Group, Inc., The (7)	Interactive Media and Services	4.25% (L + 3.50%)	1/27/2021	2/10/2028		3,250,000		3,234,707		3,240,510		1.2	%
Ensemble RCM, LLC (7)	Healthcare Providers and Services	3.94% (L + 3.75%)	4/14/2020	7/24/2026		5,777,682		5,679,823		5,788,516		2.1	%
Epicor Software Corporation (7)	Software	4.00% (L + 3.25%)	7/23/2020	6/1/2022		3,970,000		3,929,031		3,970,377		1.5	%
Everi Payments Inc. (4)(7)	Professional Services	3.50% (L + 2.75%)	4/9/2020	5/1/2024		1,000,000		896,212		999,720		0.4	%
Evertec Group LLC (4)(7)	Professional Services	3.60% (L + 3.50%)	4/14/2020	12/31/2024		2,292,893		2,219,083		2,295,163		0.8	%
Flexera Software LLC (7)	Software	4.50% (L + 3.75%)	2/28/2020	1/26/2028		3,997,060		3,953,511		4,010,630		1.5	%
Garda World Security Corporation (7)	Diversified Consumer Services	4.35% (L + 4.25%)	3/13/2020	10/30/2026		5,000,000		4,860,326		5,030,350		1.8	%
Getty Images, Inc. (7)	Media	4.63% (L + 4.50%)	1/28/2020	2/13/2026		1,994,829		1,999,816		1,996,076		0.7	%
GFL Environmental Inc. (4)(7)	Commercial Services and Supplies	3.50% (L + 3.00%)	2/20/2020	5/30/2025		2,609,147		2,525,149		2,613,674		1.0	%
Global Medical Response, Inc. (7)	Healthcare Providers and Services	5.75% (L + 4.75%)	9/24/2020	9/24/2025		4,477,500		4,400,165		4,502,686		1.7	%
Grab Holdings Inc (4)(7)	Diversified Consumer Services	5.50% (L + 4.50%)	1/20/2021	2/27/2026		3,990,000		3,910,941		4,059,825		1.5	%
Great Outdoors Group, LLC (7)	Specialty Retail	5.00% (L + 4.25%)	2/26/2021	3/6/2028		7,114,251		7,061,738		7,153,709		2.6	%
Guidehouse LLP (7)	Professional Services	4.09% (L + 4.00%)	4/14/2020	3/14/2025		6,009,905		5,942,814		6,031,360		2.2	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

Portfolio Company(3)	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost(1)(6)		Fair Value		Percentage of Net Assets
HAH Group Holding Company LLC (7)	Healthcare Providers and Services	6.00% (L + 5.00%)	10/22/2020	10/20/2027		3,542,845		3,488,241		3,561,563		1.3	%
Hamilton Projects Acquiror LLC (5)(7)	Electric Utilities	5.75% (L + 4.75%)	6/11/2020	6/11/2027		3,834,193		3,812,197		3,806,395		1.4	%
Harbor Freight Tools USA, Inc. (7)	Specialty Retail	3.75% (L + 3.00%)	10/14/2020	11/30/2027		3,482,500		3,450,993		3,487,532		1.3	%
Helix Gen Funding, LLC (7)	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	1/31/2020	3/8/2024		4,268,555		4,225,700		4,162,524		1.5	%
Help/Systems Holdings, Inc. (7)	Software	4.50% (L + 3.75%)	9/16/2020	11/13/2026		4,949,875		4,906,088		4,964,724		1.8	%
HUB International Limited (7)	Insurance	4.00% (L + 3.25%)	4/22/2020	4/25/2025		3,960,025		3,905,888		3,965,292		1.5	%
Hyland Software, Inc. (7)	Software	4.25% (L + 3.50%)	9/25/2020	7/1/2024		2,977,041		2,968,191		2,986,031		1.1	%
Hyperion Refinance S.a.r.l.	Insurance	4.00% (L + 3.25%)	1/27/2021	11/12/2027		4,689,774		4,642,232		4,692,705		1.7	%
Idera, Inc. (7)	Software	4.50% (L + 3.75%)	2/14/2020	6/28/2028		6,440,265		6,400,480		6,453,016		2.4	%
Indy US BIDCO, LLC (7)	Professional Services	4.08% (L + 4.00%)	2/5/2021	3/31/2028		1,496,250		1,489,026		1,500,926		0.6	%
Infinite Bidco LLC (7)	Electronic Equipment, Instruments and Components	4.25% (L + 3.75%)	2/24/2021	3/2/2028		5,000,000		4,980,180		5,006,250		1.8	%
Informatica LLC (7)	Software	3.35% (L + 3.25%)	2/14/2020	2/15/2027		977,575		952,190		973,132		0.4	%
Inmar, Inc. (7)	Professional Services	5.00% (L + 4.00%)	1/24/2020	5/1/2024		2,953,846		2,928,447		2,955,692		1.1	%
IRB Holding Corporation (7)	Hotels, Restaurants and Leisure	4.25% (L + 3.25%)	11/19/2020	11/19/2027		3,980,000		3,962,712		3,984,677		1.5	%
Iridium Satellite LLC (4)(7)	Diversified Telecommunication Services	3.75% (L + 2.75%)	3/6/2020	11/4/2026		4,668,373		4,644,836		4,682,308		1.7	%
Ivanti Software, Inc. (7)	IT Services	4.75% (L + 4.00%)	2/17/2021	12/1/2027		997,500		995,032		994,592		0.4	%
Ivanti Software, Inc. (7)	IT Services	5.75% (L + 4.75%)	11/20/2020	11/22/2027		4,987,500		4,919,287		5,002,388		1.8	%
Jane Street Group, LLC (7)	Diversified Financial Services	2.85% (L + 2.75%)	1/21/2021	1/31/2028		1,492,500		1,490,886		1,487,433		0.5	%
Kestrel Acquisition LLC (7)	Independent Power and Renewable Electricity Producers	5.25% (L + 4.25%)	2/25/2020	5/2/2025		1,969,543		1,800,678		1,670,173		0.6	%
Kleopatra Finco S.a.r.l (7)	Containers and Packaging	5.25% (L + 4.75%)	2/4/2021	2/4/2026		1,995,000		1,985,464		2,009,963		0.7	%
Landry’s Finance Acquisition Co	Hotels, Restaurants and Leisure	13.00% (L + 12.00%)	6/12/2020	10/4/2023		18,875		18,357		21,140		0.0	%
LBM Acquisition LLC (5)(7)	Construction Materials	4.50% (L + 3.75%)	12/9/2020	12/31/2027		2,856,477		2,845,119		2,840,110		1.0	%
LBM Acquisition LLC (5)(7)(9)	Construction Materials	4.50% (L + 3.75%)	12/9/2020	12/31/2027		424,242		421,570		420,596		0.2	%
Life Time, Inc. (7)	Hotels, Restaurants and Leisure	5.75% (L + 4.75%)	1/28/2021	12/10/2024		2,487,500		2,474,514		2,503,047		0.9	%
Lightstone Holdco LLC	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	4/7/2020	1/30/2024		1,609,237		1,332,861		1,247,794		0.5	%
Lightstone Holdco LLC	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	4/7/2020	1/30/2024		90,763		75,175		70,378		0.0	%
Lions Gate Capital Holdings LLC (4)(7)	Media	2.35% (L + 2.25%)	4/1/2020	3/19/2025		983,625		954,887		980,143		0.4	%
LogMeIn, Inc. (7)	IT Services	4.83% (L + 4.75%)	8/14/2020	8/31/2027		4,477,500		4,392,575		4,475,754		1.6	%
Magenta Buyer LLC (5)(7)	Software	5.75% (L + 5.00%)	5/3/2021	5/3/2028		5,000,000		4,950,000		5,004,375		1.8	%
Mauser Packaging Solutions Holding Company (7)	Containers and Packaging	3.40% (L + 3.25%)	4/13/2020	4/3/2024		1,480,720		1,376,593		1,447,752		0.5	%
McAfee, LLC (7)	IT Services	3.85% (L + 3.75%)	2/26/2020	9/30/2024		3,549,813		3,537,852		3,554,481		1.3	%
Meredith Corporation (4)(7)	Media	5.25% (L + 4.25%)	6/25/2020	1/31/2025		5,459,962		5,397,567		5,587,070		2.1	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

Portfolio Company(3)	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost(1)(6)		Fair Value		Percentage of Net Assets
MetroNet Systems Holdings, LLC (7)	Diversified Telecommunication Services	4.50% (L + 3.75%)	5/26/2021	5/26/2028		2,250,000		2,243,793		2,256,563		0.8	%
Micro Holding Corp. (7)	Interactive Media and Services	4.75% (L + 3.75%)	6/11/2020	9/13/2024		5,601,696		5,547,691		5,620,966		2.1	%
Milano Acquisition Corporation (7)	Health Care Technology	4.75% (L + 4.00%)	8/17/2020	8/31/2027		4,978,741		4,926,655		5,003,634		1.8	%
Minotaur Acquisition, Inc. (7)	Diversified Financial Services	4.85% (L + 4.75%)	1/24/2020	3/27/2026		5,099,359		5,098,419		5,104,663		1.9	%
Mitchell International, Inc. (7)	Software	4.75% (L + 4.25%)	7/6/2020	11/29/2024		3,225,625		3,125,654		3,245,205		1.2	%
Moneygram International, Inc. (4)(7)	Consumer Finance	7.00% (L + 6.00%)	3/1/2021	5/22/2023		5,477,144		5,486,399		5,538,269		2.0	%
MPH Acquisition Holdings LLC (7)	Healthcare Providers and Services	3.75% (L + 2.75%)	4/13/2020	5/25/2023		2,591,513		2,488,930		2,587,250		0.9	%
National Mentor Holdings, Inc. (7)	Healthcare Providers and Services	4.50% (L + 3.75%)	2/18/2021	2/18/2028		189,504		188,609		190,044		0.1	%
National Mentor Holdings, Inc. (7)	Healthcare Providers and Services	4.50% (L + 3.75%)	2/18/2021	2/18/2028		6,016,953		5,989,680		6,034,866		2.2	%
Navicure, Inc. (7)	Health Care Technology	4.10% (L + 4.00%)	9/15/2020	10/22/2026		2,692,088		2,686,662		2,700,501		1.0	%
New Arclin US Holding Corp. (7)	Chemicals	5.00% (L + 4.00%)	2/19/2021	3/2/2026		4,477,689		4,445,630		4,507,085		1.7	%
Newport Group Holdings II, Inc. (7)	Diversified Financial Services	3.65% (L + 3.50%)	8/25/2020	9/12/2025		2,969,466		2,893,840		2,957,959		1.1	%
Nexus Buyer LLC (7)	Professional Services	3.84% (L + 3.75%)	3/10/2020	10/30/2026		4,525,714		4,439,823		4,522,885		1.7	%
NMSC Holdings, Inc. (7)	Healthcare Providers and Services	6.00% (L + 5.00%)	5/14/2021	4/19/2023		4,986,877		4,979,624		4,983,785		1.8	%
NorthStar Group Services, Inc. (7)	Commercial Services and Supplies	6.50% (L + 5.50%)	11/9/2020	11/9/2026		2,962,500		2,909,320		2,984,719		1.1	%
Numericable U.S. LLC (7)	Media	4.15% (L + 4.00%)	3/31/2020	8/14/2026		3,951,873		3,807,570		3,951,656		1.5	%
OneDigital Borrower LLC (7)	Insurance	5.25% (L + 4.50%)	10/30/2020	10/29/2027		5,797,969		5,682,143		5,830,410		2.1	%
Oregon Clean Energy, LLC (7)	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	2/25/2020	3/2/2026		5,018,535		4,896,140		4,603,602		1.7	%
Osmosis Debt Merger Sub, Inc. (5)(7)	Food Products	4.50% (L + 4.00%)	6/17/2021	6/16/2028		1,511,111		1,502,611		1,517,486		0.6	%
Pathway Vet Alliance LLC (7)	Healthcare Providers and Services	3.85% (L + 3.75%)	1/29/2021	3/31/2027		3,462,266		3,400,348		3,458,648		1.3	%
Peraton Corp. (7)	Aerospace and Defense	4.50% (L + 3.75%)	2/23/2021	2/1/2028		3,990,000		3,970,652		4,008,554		1.5	%
PetVet Care Centers, LLC (7)	Healthcare Providers and Services	4.25% (L + 3.50%)	2/18/2021	2/14/2025		3,464,736		3,457,978		3,479,426		1.3	%
Phoenix Guarantor Inc. (7)	Healthcare Providers and Services	3.57% (L + 3.50%)	10/2/2020	3/5/2026		4,975,031		4,931,812		4,951,872		1.8	%
Pike Corporation (7)	Construction and Engineering	3.11% (L + 3.00%)	1/15/2021	1/14/2028		1,438,356		1,436,774		1,437,558		0.5	%
PODS, LLC (7)	Building Products	3.75% (L + 3.00%)	3/19/2021	3/31/2028		1,995,000		1,985,396		1,993,195		0.7	%
PQ Performance Chemicals (5)(7)	Chemicals	4.25% (L + 3.50%)	4/30/2021	4/28/2028		2,000,000		1,990,000		2,005,000		0.7	%
Pre-Paid Legal Services, Inc. (5)(7)	Diversified Consumer Services	4.75% (L + 4.00%)	9/11/2020	5/1/2025		1,488,750		1,480,085		1,494,340		0.5	%
Presidio Holdings, Inc. (7)	Professional Services	3.61% (L + 3.50%)	2/28/2020	1/31/2027		2,376,000		2,343,525		2,378,602		0.9	%
Pretium PKG Holdings, Inc. (7)	Containers and Packaging	4.75% (L + 4.00%)	10/29/2020	11/30/2027		2,487,500		2,460,196		2,497,139		0.9	%
Prime Security Services Borrower, LLC (4)(7)	Diversified Consumer Services	3.50% (L + 2.75%)	4/20/2020	5/2/2022		1,791,564		1,764,697		1,791,985		0.7	%
Project Alpha Intermediate Holding, Inc. (7)	Software	4.11% (L + 4.00%)	2/10/2021	4/26/2024		3,941,711		3,913,510		3,952,255		1.5	%
Project Boost Purchaser, LLC (5)(7)	Professional Services	4.00% (L + 3.50%)	6/21/2021	6/1/2026		5,000,000		4,987,500		5,000,025		1.8	%
Proofpoint, Inc. (4)(5)(7)	IT Services	3.75% (L + 3.25%)	6/10/2021	6/9/2028		5,000,000		4,975,000		4,978,150		1.8	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

Portfolio Company(3)	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost(1)(6)		Fair Value		Percentage of Net Assets
Quest Software US Holdings Inc (5)(7)	Software	4.44% (L + 4.25%)	2/5/2020	5/16/2025		3,462,025		3,462,025		3,465,141		1.3	%
Radiate Holdco, LLC (7)	Media	4.25% (L + 3.50%)	2/25/2020	9/11/2026		5,096,258		5,048,451		5,107,317		1.9	%
Radiology Partners, Inc. (7)	Healthcare Providers and Services	4.32% (L + 4.25%)	2/26/2020	7/9/2025		3,500,000		3,490,011		3,503,413		1.3	%
RealPage, Inc. (4)(7)	Software	3.75% (L + 3.25%)	2/18/2021	2/18/2028		5,000,000		4,987,879		4,990,950		1.8	%
Redstone Holdco 2 LP (5)(7)	Software	5.50% (L + 4.75%)	4/16/2021	4/14/2028		4,312,258		4,253,263		4,309,768		1.6	%
RegionalCare Hospital Partners Holdings, Inc. (7)	Healthcare Providers and Services	3.85% (L + 3.75%)	2/11/2020	11/14/2025		3,028,873		3,016,477		3,025,390		1.1	%
Renaissance Holding Corp (5)(7)	Diversified Consumer Services	3.35% (L + 3.25%)	3/4/2020	7/31/2025		1,988,296		1,978,240		1,970,540		0.7	%
Rodan & Fields, LLC (7)	Personal Products	4.07% (L + 4.00%)	3/4/2021	6/16/2025		1,741,026		1,507,182		1,401,526		0.5	%
Rohm Holding GMBH (7)	Chemicals	4.98% (L + 4.75%)	2/2/2021	7/31/2026		4,477,215		4,451,868		4,491,206		1.6	%
Ryan Specialty Group LLC (7)	Insurance	3.75% (L + 3.00%)	7/23/2020	9/1/2027		1,985,000		1,971,832		1,988,722		0.7	%
Sabert Corporation (7)	Containers and Packaging	5.50% (L + 4.50%)	2/26/2020	11/26/2026		4,817,873		4,807,962		4,823,920		1.8	%
SCIH Salt Holdings Inc. (7)	Metals and Mining	4.75% (L + 4.00%)	4/13/2020	3/16/2027		3,960,075		3,900,063		3,972,866		1.5	%
Severin Acquisition, LLC (7)	Diversified Consumer Services	3.35% (L + 3.25%)	2/26/2020	8/31/2025		3,740		3,603		3,724		0.0	%
Shearer’s Foods, LLC (7)	Food Products	4.25% (L + 3.50%)	9/15/2020	9/23/2027		1,699,678		1,688,450		1,703,213		0.6	%
Sophia, L.P. (7)	Software	3.90% (L + 3.75%)	9/23/2020	10/31/2027		4,975,000		4,941,836		4,985,373		1.8	%
Sotera Health Holdings, LLC (4)(7)	Healthcare Equipment and Supplies	3.25% (L + 2.75%)	1/15/2021	12/11/2026		4,000,000		4,000,000		3,990,840		1.5	%
Springer Nature Deutschland GmbH (7)	Media	3.75% (L + 3.00%)	2/26/2021	8/14/2026		2,086,931		2,082,531		2,089,539		0.8	%
Surf Holdings, LLC (7)	Software	3.63% (L + 3.50%)	4/16/2020	1/15/2027		1,980,006		1,883,797		1,969,492		0.7	%
Surgery Center Holdings, Inc. (4)(7)	Healthcare Providers and Services	4.50% (L + 3.75%)	4/30/2021	9/3/2026		4,738,125		4,715,004		4,763,663		1.7	%
Talen Energy Supply, LLC (7)	Independent Power and Renewable Electricity Producers	3.85% (L + 3.75%)	4/9/2020	6/26/2026		3,866,834		3,656,879		3,590,124		1.3	%
Tecta America Corp. (7)	Construction and Engineering	5.00% (L + 4.25%)	4/20/2021	4/6/2028		3,697,000		3,692,582		3,708,553		1.4	%
The Edelman Financial Engines Centre, LLC (7)	Diversified Financial Services	4.50% (L + 3.75%)	4/13/2020	4/7/2028		4,972,094		4,872,739		4,983,828		1.8	%
Thryv, Inc. (4)(7)	Media	9.50% (L + 8.50%)	2/18/2021	2/18/2026		2,622,857		2,548,080		2,664,665		1.0	%
TIBCO Software Inc (7)	Software	3.85% (L + 3.75%)	2/13/2020	6/30/2026		2,970,000		2,963,300		2,966,288		1.1	%
Tidal Power Holdings, LLC (5)(7)	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	4/1/2021	4/1/2027		4,463,851		4,434,676		4,473,627		1.6	%
Tory Burch LLC (7)	Specialty Retail	4.00% (L + 3.50%)	4/15/2021	4/14/2028		2,000,000		1,980,473		1,998,330		0.7	%
Tosca Services, LLC (7)	Containers and Packaging	4.25% (L + 3.50%)	2/19/2021	8/18/2027		2,985,000		2,971,996		2,988,731		1.1	%
Traverse Midstream Partners LLC (7)	Oil, Gas and Consumable Fuels	6.50% (L + 5.50%)	8/20/2020	9/27/2024		5,203,744		4,869,424		5,236,294		1.9	%
Triton Water Holdings, Inc. (5)(7)	Food Products	4.00% (L + 3.50%)	3/17/2021	3/31/2028		5,000,000		4,983,117		5,000,700		1.8	%
Truck Hero, Inc. (5)(7)	Auto Components	4.50% (L + 3.75%)	1/20/2021	1/20/2028		5,087,250		5,081,701		5,094,576		1.9	%
U.S. Renal Care, Inc. (7)	Healthcare Providers and Services	6.50% (L + 5.50%)	4/23/2021	6/26/2026		500,000		492,660		503,958		0.2	%
U.S. Renal Care, Inc. (7)	Healthcare Providers and Services	5.13% (L + 5.00%)	4/8/2020	6/26/2026		3,949,749		3,772,626		3,970,327		1.5	%
U.S. Silica Company (4)(7)	Metals and Mining	5.00% (L + 4.00%)	3/9/2021	4/25/2025		2,979,321		2,859,770		2,856,439		1.0	%
UKG Inc. (7)	Software	4.00% (L + 3.25%)	6/18/2020	5/4/2026		992,513		980,078		994,949		0.4	%
UKG Inc. (7)	Software	3.85% (L + 3.75%)	2/28/2020	4/8/2026		4,433,568		4,413,745		4,441,881		1.6	%
Univision Communications Inc. (7)	Media	4.75% (L + 3.75%)	6/15/2020	3/13/2026		4,142,021		4,017,751		4,156,249		1.5	%
US Radiology Specialists, Inc., (7)	Healthcare Providers and Services	6.25% (L + 5.50%)	12/11/2020	12/10/2027		3,980,000		3,905,803		4,009,850		1.5	%
USI, Inc. (7)	Insurance	3.40% (L + 3.25%)	4/23/2020	12/2/2026		3,959,832		3,929,716		3,928,727		1.4	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

Portfolio Company(3)	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost(1)(6)		Fair Value		Percentage of Net Assets
VeriFone Systems, Inc. (7)	Commercial Services and Supplies	4.15% (L + 4.00%)	3/4/2020	8/20/2025		2,992,327		2,947,295		2,946,201		1.1	%
Verscend Holding Corp. (7)	Health Care Technology	4.10% (L + 4.00%)	3/6/2020	8/27/2025		4,151,845		4,126,076		4,168,162		1.5	%
Vision Solutions, Inc. (5)(7)	Software	5.00% (L + 4.25%)	3/19/2021	3/19/2028		6,500,000		6,468,004		6,503,250		2.4	%
Watlow Electric Manufacturing Company (7)	Electrical Equipment	4.50% (L + 4.00%)	4/19/2021	3/2/2028		2,119,687		2,122,335		2,127,636		0.8	%
White Cap Buyer LLC (7)	Construction Materials	4.50% (L + 4.00%)	10/8/2020	10/8/2027		2,985,000		2,958,037		2,993,985		1.1	%
Wilsonart LLC (7)	Building Products	4.50% (L + 3.50%)	3/19/2021	12/18/2026		3,482,134		3,465,194		3,485,546		1.3	%
Zelis Cost Management Buyer, Inc. (7)	Health Care Technology	3.59% (L + 3.50%)	2/1/2021	9/30/2026		4,816,919		4,808,670		4,809,405		1.8	%
Total First Lien Senior Secured						626,343,729	$	617,518,470	$	625,344,660		229.5	%

Second Lien Senior Secured(2)
Alphabet Holding Company, Inc. (7)	Food Products	7.85% (L + 7.75%)	5/14/2020	9/26/2025		896,875		844,897		900,938		0.3	%
Aruba Investments, Inc. (7)	Chemicals	8.50% (L + 7.75%)	10/28/2020	10/27/2028		2,350,000		2,315,858		2,377,413		0.9	%
Asurion, LLC (7)	Diversified Consumer Services	5.35% (L + 5.25%)	1/29/2021	2/28/2028		3,500,000		3,500,000		3,532,813		1.3	%
DCert Buyer, Inc. (7)	IT Services	7.10% (L + 7.00%)	2/16/2021	2/19/2029		1,500,000		1,496,706		1,517,505		0.6	%
Epicor Software Corporation (7)	Software	8.75% (L + 7.75%)	7/23/2020	7/31/2028		1,000,000		986,346		1,035,940		0.4	%
Infinite Bidco LLC (7)	Electronic Equipment, Instruments and Components	7.50% (L + 7.00%)	2/24/2021	2/24/2029		2,000,000		1,990,689		2,020,000		0.7	%
Informatica LLC (7)	Software	7.13% (L + 0.00%)	2/14/2020	2/14/2025		1,000,000		996,296		1,024,375		0.4	%
PowerTeam Services, LLC (7)	Construction and Engineering	8.25% (L + 7.25%)	5/12/2020	3/6/2026		4,810,000		4,387,891		4,794,368		1.8	%
Quest Software US Holdings Inc (7)	Software	8.44% (L + 8.25%)	2/11/2020	5/18/2026		1,597,000		1,580,577		1,597,399		0.6	%
SK Invictus Intermediate II S.a.r.l. (7)	Software	6.84% (L + 6.75%)	8/27/2020	2/13/2026		1,911,765		1,776,907		1,918,532		0.7	%
Total Second Lien Senior Secured						20,565,640		19,876,167		20,719,283		7.7	%

Convertible Bonds(2)
Dish Network Corp (4)	Media	3.38%	4/21/2021	8/15/2026		1,000,000		1,024,182		1,024,145		0.4	%
Total Convertible Bonds						1,000,000		1,024,182		1,024,145		0.4	%

Collateralized Securities and Structured Products - Debt(2)
Barings CLO Ltd (4)	Structured Note	6.94% (L + 6.75%)	1/24/2020	1/20/2028		2,000,000		1,915,791		1,906,900		0.7	%
GoldenTree Loan Management US 2021-10A (4)(5)	Structured Note	0.00% (L + 7.79%)	6/28/2021	7/20/2034		1,250,000		1,212,500		1,212,500		0.4	%
HPS Loan Management Series 15A-19 (4)	Structured Note	7.04% (L + 6.86%)	8/26/2020	7/22/2032		1,500,000		1,405,205		1,503,759		0.6	%
Magnetite CLO Ltd 2015-16A (4)	Structured Note	6.69% (L + 6.50%)	8/11/2020	1/18/2028		1,000,000		795,085		941,320		0.3	%
Total Collateralized Securities and Structured Products - Debt						5,750,000		5,328,581		5,564,479		2.0	%
Total Debt Investments						653,659,369	$	643,747,400	$	652,652,567		239.6	%

Equity Investments
Custom Truck One Source Inc (4)	Commercial Services and Supplies	NA	4/1/2021	NA		100,000		500,000		952,000		0.3	%
Total Equity Investments						100,000		500,000		952,000		0.3	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of June 30, 2021

(Unaudited)

	Number of				Fair			Percentage
	Shares		Cost		Value			of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.01% (8)		77,388,079		77,388,079		77,388,079			28.4	%
Total Short-Term Investments		77,388,079	$	77,388,079	$	77,388,079			28.4	%

Total Investments			$	721,635,479	$	730,992,646			268.3	%
Liabilities in Excess of Other Assets						(458,567,944	)		(168.3	)%
Net Assets					$	272,424,702			100.0	%

(1)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(2)

Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

(3)

As of June 30, 2021, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(4)

Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of June 30, 2021, 13.5% of the Company’s total assets were in non-qualifying investments.

(5)

Investments or a portion of investments are unsettled as of June 30, 2021.

(6)

As of June 30, 2021, the tax cost of the Company’s investments approximates their amortized cost.

(7)

Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).

(8)

7-day effective yield as of June 30, 2021.

(9)

Of the entire $636,364 commitment to LBM Acquisition LLC, $212,121 was unfunded as of June 30, 2021.

The accompanying notes are an integral part of these consolidated financial statements.

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
Debt Investments
First Lien Senior Secured⁽²⁾
Academy, Ltd. (4)(7)	Specialty Retail	5.75% (L + 5.00%)	10/28/2020	10/28/2027	$	2,500,000	$	2,475,456	$	2,499,375		0.9	%
Acrisure, LLC (7)	Insurance	3.65% (L + 3.50%)	1/31/2020	2/12/2027		4,962,500		4,952,070		4,882,902		1.8	%
AI Convoy (Luxembourg) S.a.r.l. (7)	Aerospace and Defense	4.50% (L + 3.50%)	4/14/2020	1/29/2027		4,367,000		4,228,081		4,370,275		1.6	%
Albany Molecular Research, Inc. (7)	Healthcare Providers and Services	4.25% (L + 3.25%)	2/20/2020	8/28/2024		4,949,493		4,925,181		4,976,320		1.9	%
Alera Group Intermediate Holdings, Inc. (7)	Insurance	4.50% (L + 4.00%)	2/3/2020	8/1/2025		5,453,360		5,396,423		5,412,460		2.0	%
AlixPartners, LLP (7)	Diversified Financial Services	2.65% (L + 2.50%)	4/13/2020	4/30/2024		2,475,542		2,415,423		2,453,695		0.9	%
Alliant Holdings Intermediate LLC (7)	Insurance	3.40% (L + 3.25%)	1/27/2020	5/9/2025		3,703,695		3,430,767		3,651,214		1.3	%
Alliant Holdings Intermediate LLC (7)	Insurance	4.25% (L + 3.75%)	10/8/2020	10/8/2027		996,731		989,410		999,228		0.3	%
Alphabet Holding Company, Inc. (7)	Food Products	3.65% (L + 3.50%)	1/24/2020	9/26/2024		2,971,847		2,841,691		2,950,584		1.1	%
Alterra Mountain Company (7)	Hotels, Restaurants and Leisure	5.50% (L + 4.50%)	5/13/2020	8/31/2026		2,007,369		1,990,823		2,024,933		0.7	%
Alterra Mountain Company (7)	Hotels, Restaurants and Leisure	2.90% (L + 2.75%)	4/13/2020	6/28/2024		2,976,982		2,825,365		2,944,727		1.1	%
Amentum Government Services Holdings LLC (7)	Construction and Engineering	3.65% (L + 3.50%)	3/19/2020	2/26/2027		4,477,500		4,213,933		4,477,500		1.7	%
Amentum Government Services Holdings LLC (7)	Construction and Engineering	5.50% (L + 4.75%)	10/29/2020	1/29/2027		1,500,000		1,470,381		1,515,000		0.5	%
American Rock Salt Company LLC (7)	Metals and Mining	4.50% (L + 3.50%)	2/28/2020	3/21/2025		4,766,715		4,744,813		4,776,844		1.8	%
AmWINS Group, Inc. (7)	Insurance	3.75% (L + 2.75%)	3/2/2020	2/28/2024		4,458,648		4,410,908		4,469,014		1.7	%
Amynta Agency Borrower, Inc. (7)	Insurance	4.65% (L + 4.50%)	2/13/2020	2/28/2025		4,996,250		4,795,887		4,846,363		1.8	%
APLP Holdings Limited Partnership (4)(7)	Independent Power and Renewable Electricity Producers	3.50% (L + 2.50%)	3/25/2020	4/13/2023		1,336,736		1,251,155		1,336,736		0.4	%
Applovin Corporation (7)	Software	3.65% (L + 3.50%)	3/2/2020	8/15/2025		4,957,013		4,889,288		4,952,056		1.9	%
Arches Buyer Inc. (7)	Interactive Media and Services	4.50% (L + 4.00%)	11/24/2020	11/24/2027		5,000,000		4,950,488		5,016,250		1.9	%
Aristocrat International PTY Ltd (4)(7)	Hotels, Restaurants and Leisure	4.75% (L + 3.75%)	5/14/2020	10/31/2024		2,487,500		2,443,638		2,502,276		1.0	%
Aruba Investments, Inc. (7)	Chemicals	4.75% (L + 4.00%)	10/28/2020	10/28/2027		1,500,000		1,485,176		1,504,223		0.6	%
Ascend Learning, LLC (7)	Diversified Consumer Services	4.00% (L + 3.00%)	4/16/2020	7/29/2024		3,919,615		3,756,423		3,908,836		1.5	%
AssuredPartners, Inc. (7)	Insurance	5.50% (L + 4.50%)	5/29/2020	2/12/2027		992,500		973,932		996,227		0.4	%
AssuredPartners, Inc. (7)	Insurance	3.65% (L + 3.50%)	2/11/2020	2/12/2027		4,950,000		4,938,511		4,885,403		1.9	%
Asurion, LLC (7)	Diversified Consumer Services	3.40% (L + 3.25%)	12/23/2020	1/29/2027		1,987,249		1,958,010		1,969,860		0.8	%
Athenahealth, Inc. (7)	Healthcare Providers and Services	4.65% (L + 4.50%)	2/20/2020	2/11/2026		3,962,198		3,927,936		3,967,150		1.6	%
Avaya Inc. (4)(7)	Diversified Telecommunication Services	4.41% (L + 4.25%)	4/20/2020	12/15/2024		1,560,941		1,490,031		1,572,218		0.6	%
Avaya Inc. (4)(7)	Diversified Telecommunication Services	4.39% (L + 4.25%)	4/20/2020	12/15/2027		1,939,059		1,764,355		1,943,093		0.8	%
Azalea TopCo, Inc. (7)	Healthcare Providers and Services	3.71% (L + 3.50%)	2/26/2020	7/23/2026		3,962,387		3,917,453		3,923,595		1.5	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
Barracuda Networks, Inc. (7)	IT Services	4.50% (L + 3.75%)	3/2/2020	1/10/2025	$	4,019,316	$	4,015,168	$	4,018,311		1.6	%
Bass Pro Group, LLC (7)	Specialty Retail	5.75% (L + 5.00%)	7/28/2020	9/25/2024		6,071,202		6,066,031		6,100,495		2.4	%
Bausch Health Companies Inc. (4)	Pharmaceuticals	3.15% (L + 3.00%)	3/18/2020	6/30/2025		3,905,458		3,738,642		3,896,319		1.5	%
Belfor Holdings Inc. (7)	Commercial Services and Supplies	4.15% (L + 4.00%)	3/18/2020	3/31/2026		2,976,096		2,844,878		2,983,685		1.2	%
Bioscrip, Inc. (4)(7)	Healthcare Providers and Services	4.40% (L + 4.25%)	3/5/2020	5/29/2026		5,089,512		4,901,157		5,088,469		2.0	%
Blackstone CQP Holdco LP (7)	Energy Equipment and Services	3.74% (L + 3.50%)	2/28/2020	6/7/2024		1,979,900		1,942,728		1,977,425		0.8	%
Boxer Parent Company, Inc. (7)	Software	4.40% (L + 4.25%)	4/7/2020	9/1/2025		3,394,243		3,006,431		3,387,064		1.3	%
Brookfield Property REIT Inc. (7)	Real Estate Investment Trusts (REITs)	2.65% (L + 2.50%)	4/17/2020	5/4/2025		2,144,701		1,777,242		2,039,847		0.8	%
Brookfield WEC Holdings Inc. (7)	Commercial Services and Supplies	3.75% (L + 3.00%)	2/25/2020	8/1/2025		4,455,798		4,390,350		4,451,031		1.8	%
Buzz Merger Sub Ltd. (7)	Leisure Products	2.90% (L + 2.75%)	1/24/2020	1/22/2027		3,473,750		3,387,888		3,460,723		1.4	%
Caesars Resort Collection, LLC (4)(7)	Hotels, Restaurants and Leisure	4.65% (L + 4.50%)	6/19/2020	7/31/2025		2,992,500		2,908,415		3,002,315		1.2	%
Camelot U.S. Acquisition 1 Co. (4)(7)	Professional Services	3.15% (L + 3.00%)	4/14/2020	10/28/2026		3,969,925		3,901,437		3,957,936		1.6	%
CCI Buyer, Inc. (5)(7)	Wireless Telecommunication Services	4.75% (L + 4.00%)	12/16/2020	12/31/2027		2,400,000		2,376,000		2,401,992		0.9	%
CCS-CMGC Holdings, Inc. (7)	Healthcare Providers and Services	5.71% (L + 5.50%)	1/24/2020	10/1/2025		3,959,596		3,899,353		3,850,707		1.5	%
Change Healthcare Holdings, Inc. (4)(7)	Healthcare Providers and Services	3.50% (L + 2.50%)	4/1/2020	3/1/2024		2,326,036		2,225,791		2,319,209		0.9	%
CHG Healthcare Services, Inc (7)	Healthcare Providers and Services	4.00% (L + 3.00%)	3/19/2020	6/7/2023		2,967,965		2,650,461		2,956,375		1.2	%
Cincinnati Bell Inc. (4)(7)	Media	4.25% (L + 3.25%)	3/19/2020	10/2/2024		3,965,775		3,814,313		3,971,347		1.6	%
Citadel Securities LP (7)	Diversified Financial Services	2.90% (L + 2.75%)	3/20/2020	2/6/2026		4,054,286		3,758,583		4,062,719		1.6	%
Consolidated Communications, Inc. (4)(7)	Diversified Telecommunication Services	5.75% (L + 4.75%)	9/18/2020	10/31/2027		1,995,000		1,965,667		2,007,808		0.8	%
CP Atlas Buyer, Inc (7)	Building Products	5.25% (L + 4.50%)	11/20/2020	12/31/2027		3,750,000		3,712,996		3,762,656		1.5	%
CP Atlas Buyer, Inc (7)	Building Products	5.25% (L + 4.50%)	11/20/2020	11/19/2027		1,250,000		1,237,610		1,254,219		0.5	%
Creative Artists Agency, LLC (7)	Media	3.90% (L + 3.75%)	3/2/2020	11/20/2026		1,980,000		1,980,000		1,961,853		0.8	%
Crestwood Holdings LLC	Oil, Gas and Consumable Fuels	7.66% (L + 7.50%)	6/5/2020	2/28/2023		488,751		346,400		381,226		0.2	%
DCert Buyer, Inc. (5)(7)	Software	4.15% (L + 4.00%)	1/28/2020	8/7/2026		4,962,500		4,953,855		4,965,602		2.0	%
Deerfield Dakota Holding, LLC (7)	Diversified Financial Services	4.75% (L + 3.75%)	3/6/2020	2/25/2027		4,975,000		4,901,828		5,003,780		2.0	%
Delek US Holdings, Inc. (4)(7)	Oil, Gas and Consumable Fuels	6.50% (L + 5.50%)	5/18/2020	3/31/2025		2,382,000		2,231,776		2,368,613		0.9	%
Delta Topco, Inc. (7)	IT Services	4.50% (L + 3.75%)	10/7/2020	10/29/2027		4,000,000		3,980,258		4,005,840		1.6	%
The Dun & Bradstreet Corporation (4)(7)	Professional Services	3.90% (L + 3.75%)	1/24/2020	3/31/2026		4,962,500		4,896,041		4,974,212		2.0	%
EAB Global, Inc. (7)	Professional Services	4.75% (L + 3.75%)	2/21/2020	9/27/2024		2,974,516		2,893,045		2,958,721		1.2	%
ECI Software Solutions, Inc. (7)	Software	4.50% (L + 3.75%)	9/17/2020	9/30/2027		6,000,000		5,970,754		6,001,230		2.4	%
EFS Cogen Holdings I LLC (7)	Independent Power and Renewable Electricity Producers	4.50% (L + 3.50%)	9/24/2020	10/29/2027		2,963,385		2,948,910		2,954,954		1.2	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
Elanco Animal Health Incorporated (4)(7)	Healthcare Providers and Services	1.90% (L + 1.75%)	3/20/2020	2/26/2027	$	45,572	$	40,158	$	45,235		0.0	%
Endo Luxembourg Finance Company I S.a.r.l. (4)(7)	Pharmaceuticals	5.00% (L + 4.25%)	4/13/2020	4/29/2024		2,480,720		2,325,276		2,449,711		1.0	%
Ensemble RCM, LLC (7)	Healthcare Providers and Services	3.96% (L + 3.75%)	4/14/2020	7/24/2026		3,807,085		3,704,542		3,807,561		1.5	%
Epicor Software Corporation (7)	Software	5.25% (L + 4.25%)	7/23/2020	6/1/2022		3,990,000		3,926,731		4,020,962		1.6	%
Everi Payments Inc. (4)	Professional Services	11.50% (L + 10.50%)	4/14/2020	5/9/2024		348,250		342,071		362,180		0.1	%
Everi Payments Inc. (4)(7)	Professional Services	3.75% (L + 2.75%)	4/9/2020	5/1/2024		1,000,000		879,949		991,530		0.4	%
Evertec Group LLC (4)(7)	Professional Services	3.65% (L + 3.50%)	4/14/2020	12/31/2024		2,430,502		2,341,762		2,430,502		1.0	%
Flexera Software LLC (5)(7)	Software	4.50% (L + 3.75%)	12/16/2020	1/16/2028		2,500,000		2,496,250		2,503,125		1.0	%
Flexera Software LLC (5)(7)	Software	4.25% (L + 3.25%)	2/28/2020	2/26/2025		1,519,710		1,480,336		1,521,336		0.6	%
Garda World Security Corporation (7)	Diversified Consumer Services	4.99% (L + 4.75%)	3/13/2020	10/23/2026		5,000,000		4,848,904		5,013,750		2.0	%
GFL Environmental Inc. (4)(7)	Commercial Services and Supplies	3.50% (L + 3.00%)	2/20/2020	5/9/2025		2,622,258		2,528,578		2,628,617		1.0	%
Global Medical Response, Inc. (7)	Healthcare Providers and Services	5.75% (L + 4.75%)	9/24/2020	9/24/2025		4,500,000		4,413,785		4,480,313		1.8	%
Guggenheim Partners Investment Management Holdings, LLC (7)	Diversified Financial Services	3.50% (L + 2.75%)	2/28/2020	7/21/2023		1,482,852		1,475,112		1,485,017		0.6	%
Guidehouse LLP (7)	Professional Services	4.65% (L + 4.50%)	4/14/2020	3/14/2025		4,024,967		3,953,955		4,031,669		1.6	%
HAH Group Holding Company LLC (7)	Healthcare Providers and Services	6.00% (L + 5.00%)	10/22/2020	10/20/2027		3,551,724		3,492,899		3,534,224		1.4	%
Hamilton Projects Acquiror LLC (7)	Electric Utilities	5.75% (L + 4.75%)	6/11/2020	6/11/2027		5,457,587		5,389,828		5,482,611		2.2	%
Harbor Freight Tools USA, Inc. (7)	Specialty Retail	4.00% (L + 3.25%)	10/14/2020	11/30/2027		3,500,000		3,465,751		3,506,370		1.4	%
Helix Gen Funding, LLC (7)	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	1/31/2020	3/8/2024		4,419,559		4,366,931		4,280,254		1.7	%
Help/Systems Holdings, Inc. (7)	Software	5.75% (L + 4.75%)	9/16/2020	11/13/2026		4,974,937		4,926,250		4,966,654		2.0	%
Hostess Brands, LLC (4)(7)	Food Products	3.00% (L + 2.25%)	3/18/2020	8/1/2025		1,438,207		1,326,162		1,432,929		0.6	%
HUB International Limited (7)	Insurance	5.00% (L + 4.00%)	4/22/2020	4/25/2025		3,979,925		3,918,865		3,997,536		1.6	%
Hyland Software, Inc. (7)	Software	4.25% (L + 3.50%)	9/25/2020	7/1/2024		2,992,347		2,981,598		3,003,568		1.2	%
Hyperion Refinance S.a.r.l. (7)	Insurance	4.50% (L + 3.50%)	3/2/2020	12/13/2024		3,962,981		3,911,850		3,958,582		1.6	%
ICH US Intermediate Holdings II, Inc. (7)	Healthcare Providers and Services	6.75% (L + 5.75%)	2/28/2020	12/24/2026		6,748,077		6,617,263		6,754,420		2.7	%
Idera, Inc. (7)	Software	5.00% (L + 4.00%)	2/14/2020	6/28/2024		4,456,406		4,417,886		4,456,428		1.8	%
Informatica LLC (7)	Software	3.40% (L + 3.25%)	2/14/2020	2/15/2027		1,975,025		1,942,614		1,962,533		0.8	%
Inmar, Inc. (7)	Professional Services	5.00% (L + 4.00%)	1/24/2020	5/1/2024		2,969,231		2,938,868		2,927,083		1.2	%
IRB Holding Corporation (5)(7)	Hotels, Restaurants and Leisure	4.25% (L + 3.25%)	11/19/2020	11/19/2027		1,850,000		1,831,500		1,855,495		0.7	%
Iridium Satellite LLC (4)(7)	Diversified Telecommunication Services	4.75% (L + 3.75%)	3/6/2020	10/18/2026		4,716,862		4,690,701		4,747,003		1.9	%
Ivanti Software, Inc. (7)	IT Services	5.75% (L + 4.75%)	11/20/2020	11/22/2027		5,000,000		4,925,621		4,996,875		2.0	%
Jane Street Group, LLC (7)	Diversified Financial Services	3.23% (L + 3.00%)	1/31/2020	1/31/2025		1,470,069		1,447,558		1,470,437		0.6	%
Kestrel Acquisition LLC (7)	Independent Power and Renewable Electricity Producers	5.25% (L + 4.25%)	2/25/2020	5/2/2025		1,979,695		1,790,719		1,733,471		0.7	%
Klockner-Pentaplast of America, Inc. (4)(7)	Containers and Packaging	5.25% (L + 4.25%)	9/10/2020	6/29/2022		3,730,720		3,689,267		3,728,388		1.5	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
Landry’s Finance Acquisition Co	Hotels, Restaurants and Leisure	13.00% (L + 12.00%)	6/12/2020	10/4/2023	$	18,875	$	18,252	$	21,518		0.0	%
LBM Acquisition LLC (5)(7)	Construction Materials	4.50% (L + 3.75%)	12/9/2020	12/31/2027		1,227,273		1,212,273		1,229,148		0.5	%
LCPR Loan Financing LLC (7)	Diversified Telecommunication Services	5.16% (L + 5.00%)	3/13/2020	10/22/2026		4,000,000		3,941,122		4,022,500		1.6	%
Lightstone Holdco LLC	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	4/7/2020	1/30/2024		1,609,237		1,288,637		1,499,833		0.6	%
Lightstone Holdco LLC	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	4/7/2020	1/30/2024		90,763		72,681		84,593		0.0	%
Limetree Bay Terminals, LLC (5)(7)	Oil, Gas and Consumable Fuels	5.00% (L + 4.00%)	4/22/2020	2/15/2024		2,284,783		2,023,325		2,150,552		0.8	%
Lions Gate Capital Holdings LLC (4)(7)	Media	2.40% (L + 2.25%)	4/1/2020	3/19/2025		1,980,572		1,869,480		1,959,529		0.8	%
LogMeIn, Inc. (7)	IT Services	4.90% (L + 4.75%)	8/14/2020	8/31/2027		3,500,000		3,415,896		3,495,643		1.4	%
Mauser Packaging Solutions Holding Company (7)	Containers and Packaging	3.48% (L + 3.25%)	4/13/2020	4/3/2024		1,488,432		1,366,428		1,441,918		0.6	%
McAfee, LLC (4)(7)	IT Services	3.90% (L + 3.75%)	2/26/2020	9/30/2024		3,570,079		3,556,203		3,575,220		1.4	%
Meredith Corporation (4)(7)	Media	5.25% (L + 4.25%)	6/25/2020	1/31/2025		3,482,500		3,355,696		3,512,101		1.4	%
Michaels Stores, Inc. (4)(7)	Specialty Retail	4.25% (L + 3.50%)	9/2/2020	10/1/2027		1,995,000		1,953,730		1,986,900		0.8	%
Milano Acquisition Corporation (7)	Health Care Technology	4.75% (L + 4.00%)	8/17/2020	8/31/2027		3,500,000		3,466,538		3,508,015		1.4	%
Minotaur Acquisition, Inc. (7)	Diversified Financial Services	5.15% (L + 5.00%)	1/24/2020	3/27/2026		5,125,443		5,123,960		5,042,155		2.0	%
Mitchell International, Inc. (7)	Software	4.75% (L + 4.25%)	7/6/2020	11/29/2024		3,241,875		3,128,166		3,250,790		1.3	%
MPH Acquisition Holdings LLC (7)	Healthcare Providers and Services	3.75% (L + 2.75%)	4/13/2020	5/25/2023		2,591,513		2,463,356		2,584,438		1.0	%
National Mentor Holdings, Inc. (7)	Healthcare Providers and Services	4.40% (L + 4.25%)	2/7/2020	2/5/2026		3,794,103		3,761,808		3,795,697		1.5	%
National Mentor Holdings, Inc. (7)	Healthcare Providers and Services	4.40% (L + 4.25%)	2/7/2020	2/5/2026		169,724		168,243		169,795		0.1	%
Navicure, Inc. (7)	Health Care Technology	4.75% (L + 4.00%)	9/15/2020	10/22/2026		2,705,719		2,699,303		2,709,101		1.1	%
New Arclin US Holding Corp. (7)	Chemicals	4.50% (L + 3.50%)	8/25/2020	2/14/2024		1,989,525		1,966,566		1,990,778		0.8	%
Newport Group Holdings II, Inc. (7)	Diversified Financial Services	3.72% (L + 3.50%)	8/25/2020	9/12/2025		2,984,733		2,900,441		2,966,078		1.2	%
Nexus Buyer LLC (7)	Professional Services	3.90% (L + 3.75%)	3/10/2020	10/30/2026		4,048,687		3,955,471		4,027,613		1.6	%
Nielsen Finance LLC (4)(7)	Media	4.75% (L + 3.75%)	5/7/2020	6/6/2025		1,492,500		1,477,234		1,506,179		0.6	%
NorthStar Group Services, Inc. (7)	Commercial Services and Supplies	6.50% (L + 5.50%)	11/9/2020	11/9/2026		3,000,000		2,941,128		2,977,500		1.2	%
Numericable U.S. LLC (7)	Media	4.24% (L + 4.00%)	3/31/2020	8/14/2026		3,972,139		3,814,159		3,965,108		1.6	%
OneDigital Borrower LLC (7)	Insurance	5.25% (L + 4.50%)	10/30/2020	10/29/2027		5,460,938		5,336,244		5,483,438		2.2	%
Oregon Clean Energy, LLC (7)	Independent Power and Renewable Electricity Producers	4.75% (L + 3.75%)	2/25/2020	3/2/2026		5,078,751		4,943,404		5,066,055		2.0	%
Pathway Vet Alliance LLC (7)	Healthcare Providers and Services	4.15%	6/23/2020	3/31/2027		262,760		257,672		263,055		0.1	%
Pathway Vet Alliance LLC (7)	Healthcare Providers and Services	4.15% (L + 4.00%)	6/23/2020	3/31/2027		3,216,904		3,154,690		3,220,523		1.3	%
PCI Gaming Authority (7)	Hotels, Restaurants and Leisure	2.65% (L + 2.50%)	4/21/2020	5/15/2026		2,756,538		2,615,321		2,732,736		1.1	%
Petco Animal Supplies, Inc.	Specialty Retail	4.25% (L + 3.25%)	6/17/2020	1/26/2023		1,492,167		1,236,450		1,432,898		0.6	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
PetVet Care Centers, LLC (7)	Healthcare Providers and Services	5.25% (L + 4.25%)	8/14/2020	2/15/2025		3,482,368		3,474,303		3,504,133		1.4	%
Phoenix Guarantor Inc. (7)	Healthcare Providers and Services	4.25% (L + 3.75%)	10/2/2020	3/31/2026	$	5,000,000	$	4,951,532	$	5,004,150		2.0	%
Pike Corporation (7)	Construction and Engineering	4.12% (L + 3.97%)	8/19/2020	7/24/2026		1,875,952		1,867,058		1,877,622		0.7	%
Playtika Holding Corp. (7)	Hotels, Restaurants and Leisure	7.00% (L + 6.00%)	2/28/2020	12/31/2024		8,659,461		8,717,061		8,728,865		3.4	%
PODS, LLC (7)	Building Products	3.75% (L + 2.75%)	2/26/2020	12/6/2024		1,956,928		1,952,700		1,964,873		0.8	%
Pre-Paid Legal Services, Inc. (7)	Diversified Consumer Services	4.75% (L + 4.00%)	9/11/2020	5/1/2025		1,496,250		1,474,767		1,503,731		0.6	%
Pre-Paid Legal Services, Inc. (7)	Diversified Consumer Services	3.40% (L + 3.25%)	2/26/2020	5/1/2025		1,638,513		1,592,272		1,622,807		0.6	%
Presidio Holdings, Inc. (7)	Professional Services	3.72% (L + 3.50%)	2/28/2020	1/31/2027		2,388,000		2,352,280		2,389,122		0.9	%
Pretium PKG Holdings, Inc. (7)	Containers and Packaging	4.75% (L + 4.00%)	10/29/2020	11/30/2027		2,500,000		2,463,389		2,503,125		1.0	%
Prime Security Services Borrower, LLC (4)(7)	Diversified Consumer Services	4.25% (L + 3.25%)	4/20/2020	9/14/2026		1,796,054		1,754,890		1,809,803		0.7	%
Project Alpha Intermediate Holding, Inc. (7)	Software	4.50% (L + 3.50%)	1/30/2020	4/19/2024		3,961,519		3,928,048		3,935,095		1.6	%
ProQuest LLC (7)	Internet and Direct Marketing Retail	3.65% (L + 3.50%)	4/17/2020	10/16/2026		3,310,911		3,256,718		3,310,911		1.3	%
Quest Software US Holdings Inc (7)	Software	4.46% (L + 4.25%)	2/5/2020	5/16/2025		2,977,215		2,977,215		2,935,534		1.2	%
Rackspace Hosting, Inc. (7)	Technology Hardware, Storage and Peripherals	4.00% (L + 3.00%)	4/17/2020	11/3/2023		2,976,864		2,867,228		2,977,236		1.2	%
Radiate Holdco, LLC (7)	Media	4.25% (L + 3.50%)	2/25/2020	9/11/2026		5,121,868		5,069,220		5,137,054		2.0	%
Radiology Partners, Inc. (7)	Healthcare Providers and Services	4.40% (L + 4.25%)	2/26/2020	7/9/2025		3,500,000		3,488,400		3,450,423		1.4	%
Redstone Buyer, LLC (7)	Software	6.00% (L + 5.00%)	7/1/2020	9/1/2027		4,999,000		4,969,348		5,027,119		2.0	%
RegionalCare Hospital Partners Holdings, Inc. (7)	Healthcare Providers and Services	3.90% (L + 3.75%)	2/11/2020	11/14/2025		3,028,873		3,015,138		3,026,799		1.2	%
Renaissance Holding Corp (7)	Diversified Consumer Services	3.40% (L + 3.25%)	3/4/2020	7/31/2025		1,979,695		1,944,213		1,950,614		0.8	%
Ryan Specialty Group LLC (7)	Insurance	4.00% (L + 3.25%)	7/23/2020	9/1/2027		1,995,000		1,980,621		1,995,000		0.8	%
Sabert Corporation (7)	Containers and Packaging	5.50% (L + 4.50%)	2/26/2020	11/26/2026		4,830,392		4,819,800		4,832,397		1.9	%
Samsonite International S.A. (4)(7)	Textiles, Apparel and Luxury Goods	5.50% (L + 4.50%)	4/30/2020	4/25/2025		1,791,000		1,743,626		1,787,651		0.7	%
Scientific Games International, Inc. (4)(7)	Leisure Products	2.90% (L + 2.75%)	4/9/2020	8/14/2024		1,984,694		1,758,771		1,943,760		0.8	%
SCIH Salt Holdings Inc. (7)	Metals and Mining	5.50% (L + 4.50%)	4/13/2020	3/3/2027		3,980,000		3,915,034		3,992,438		1.6	%
Shearer’s Foods, LLC (7)	Food Products	4.75% (L + 4.00%)	9/15/2020	9/14/2027		1,708,219		1,695,921		1,711,558		0.7	%
SmartBear Software Inc. (5)(7)	Software	4.46% (L + 4.25%)	11/20/2020	11/19/2027		3,000,000		2,970,000		2,990,625		1.2	%
Sophia, L.P. (7)	Software	4.50% (L + 3.75%)	9/23/2020	10/31/2027		5,000,000		4,963,358		5,024,100		2.0	%
Sotera Health Holdings LLC (4)(7)	Healthcare Equipment and Supplies	5.50% (L + 4.50%)	3/2/2020	11/20/2026		4,163,466		4,148,686		4,185,157		1.7	%
Springer Nature Deutschland GmbH (5)(7)	Media	4.50% (L + 3.50%)	11/17/2020	8/14/2024		2,279,964		2,274,264		2,283,293		0.9	%
Surf Holdings, LLC (7)	Software	3.73% (L + 3.50%)	4/16/2020	1/15/2027		1,990,000		1,885,497		1,975,573		0.8	%
Syncsort Incorporated (7)	Software	7.00% (L + 6.00%)	4/13/2020	8/16/2024		4,262,440		4,109,093		4,269,110		1.7	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
Talen Energy Supply, LLC (7)	Independent Power and Renewable Electricity Producers	3.90% (L + 3.75%)	4/9/2020	6/26/2026		3,866,834		3,638,489		3,812,041		1.5	%
TecoStar Holdings, Inc. (7)	Healthcare Equipment and Supplies	4.50% (L + 3.50%)	2/25/2020	5/1/2024		2,969,109		2,956,997		2,924,573		1.2	%
The Edelman Financial Center, LLC (7)	Diversified Financial Services	3.15% (L + 3.00%)	4/13/2020	6/26/2025		1,984,810		1,880,143		1,958,759		0.8	%
TIBCO Software Inc (7)	Software	3.90% (L + 3.75%)	2/13/2020	6/30/2026	$	2,985,000	$	2,977,336	$	2,937,419		1.2	%
Tosca Services, LLC (7)	Containers and Packaging	5.25% (L + 4.25%)	7/28/2020	8/31/2027		3,000,000		2,985,819		3,021,255		1.2	%
Traverse Midstream Partners LLC (7)	Oil, Gas and Consumable Fuels	6.50% (L + 5.50%)	8/20/2020	9/27/2024		5,342,482		4,954,097		5,259,833		2.1	%
Tronox Finance LLC (4)(7)	Chemicals	3.15% (L + 3.00%)	4/17/2020	9/14/2024		1,779,361		1,748,333		1,773,364		0.7	%
UGI Energy Services, LLC (7)	Oil, Gas and Consumable Fuels	3.90% (L + 3.75%)	4/27/2020	8/7/2026		992,443		918,793		996,165		0.4	%
Ultimate Software Group, The (7)	Software	4.75% (L + 4.00%)	6/18/2020	5/31/2026		997,500		983,667		1,004,243		0.4	%
Ultimate Software Group, The (7)	Software	3.90% (L + 3.75%)	2/28/2020	4/8/2026		4,456,131		4,433,707		4,460,075		1.8	%
Univision Communications Inc. (7)	Media	4.75% (L + 3.75%)	6/15/2020	3/13/2026		4,197,268		4,059,519		4,214,455		1.7	%
UOS, LLC (7)	Commercial Services and Supplies	4.40% (L + 4.25%)	2/19/2020	4/18/2025		4,593,053		4,584,727		4,605,018		1.8	%
US Radiology Specialists, Inc., (7)	Healthcare Providers and Services	6.25% (L + 5.50%)	12/11/2020	12/10/2027		4,000,000		3,920,333		3,983,740		1.6	%
U.S. Renal Care, Inc. (7)	Healthcare Providers and Services	5.15% (L + 5.00%)	4/8/2020	6/26/2026		3,969,849		3,776,648		3,957,126		1.6	%
U.S.I., Inc. (7)	Insurance	4.25% (L + 4.00%)	4/23/2020	12/2/2026		4,972,381		4,903,442		4,973,425		2.0	%
USIC Holdings, Inc. (7)	Construction and Engineering	4.00% (L + 3.00%)	2/26/2020	12/8/2023		1,980,066		1,972,057		1,989,144		0.8	%
Venator Materials LLC (4)(7)	Chemicals	3.15% (L + 3.00%)	4/17/2020	6/28/2024		1,984,615		1,814,166		1,957,327		0.8	%
VeriFone Systems, Inc. (7)	Commercial Services and Supplies	4.22% (L + 4.00%)	3/4/2020	8/20/2025		496,203		474,275		481,316		0.2	%
Verscend Holding Corp. (7)	Health Care Technology	4.65% (L + 4.50%)	3/6/2020	8/27/2025		4,162,491		4,133,385		4,168,735		1.6	%
VFH Parent LLC (4)(7)	Capital Markets	3.15% (L + 3.00%)	3/20/2020	6/1/2026		2,532,966		2,363,333		2,533,751		1.0	%
VM Consolidated Inc. (4)(7)	Transportation Infrastructure	3.40% (L + 3.25%)	2/28/2020	2/28/2025		967,824		961,310		960,972		0.4	%
WebMD Health Corp. (7)	Interactive Media and Services	4.75% (L + 3.75%)	6/11/2020	9/13/2024		4,979,987		4,917,305		4,979,987		2.0	%
White Cap Buyer LLC (7)	Construction Materials	4.50% (L + 4.00%)	10/8/2020	10/8/2027		3,000,000		2,970,582		3,003,120		1.2	%
Xplornet Communications Inc (7)	Wireless Telecommunication Services	4.90% (L + 4.75%)	5/29/2020	5/31/2027		3,482,500		3,319,234		3,501,218		1.4	%
Zelis Cost Management Buyer, Inc. (7)	Health Care Technology	4.90% (L + 4.75%)	3/2/2020	10/30/2026		4,841,125		4,831,550		4,860,296		1.9	%
Total First Lien Senior Secured						568,173,986	$	554,650,131	$	566,459,850		223.8	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

Portfolio Company⁽³⁾	Industry	Interest Rate	Acquisition Date	Maturity Date	Principal / Par		Amortized Cost⁽¹⁾⁽⁶⁾		Fair Value		Percentage of Net Assets
Second Lien Senior Secured⁽²⁾
Alphabet Holding Company, Inc. (7)	Food Products	7.90% (L + 7.75%)	5/14/2020	9/26/2025		2,050,000		1,920,126		2,046,925		0.8	%
Aptean Inc	Software	8.65% (L + 8.50%)	7/23/2020	4/23/2027		1,400,000		1,334,785		1,375,500		0.5	%
Aruba Investments, Inc. (7)	Chemicals	8.50% (L + 7.75%)	10/29/2020	10/27/2028		2,350,000		2,315,519		2,369,094		0.9	%
Asurion, LLC (7)	Diversified Consumer Services	6.65% (L + 6.50%)	3/31/2020	7/14/2025		2,939,394		2,895,326		2,968,053		1.2	%
Epicor Software Corporation (7)	Software	8.75% (L + 7.75%)	7/23/2020	7/31/2028		1,000,000		985,486		1,046,565		0.4	%
Informatica LLC (7)	Software	7.13%	2/14/2020	2/14/2025		1,000,000		995,486		1,020,750		0.4	%
Mitchell International, Inc.	Software	7.40% (L + 7.25%)	7/1/2020	11/20/2025		447,667		415,895		434,516		0.2	%
New Arclin US Holding Corp.	Chemicals	9.75% (L + 8.75%)	9/14/2020	2/14/2025		1,928,999		1,835,183		1,856,662		0.7	%
PowerTeam Services, LLC (5)	Construction and Engineering	8.25% (L + 7.25%)	5/12/2020	3/6/2026		4,810,000		4,351,841		4,457,259		1.8	%
Quest Software US Holdings Inc	Software	8.46% (L + 8.25%)	2/11/2020	5/18/2026	$	1,597,000	$	1,578,688	$	1,523,538		0.6	%
SK Invictus Intermediate II S.a.r.l. (7)	Software	6.90% (L + 6.75%)	8/27/2020	2/13/2026		911,765		779,512		877,118		0.3	%
Total Second Lien Senior Secured						20,434,825		19,407,847		19,975,980		7.8	%

Collateralized Securities and Structured Products - Debt⁽²⁾
Barings CLO Ltd (4)	Structured Note	6.97% (L + 6.75%)	1/24/2020	1/20/2028		2,000,000		1,909,424		1,722,977		0.6	%
Babson CLO Ltd 2019-3A (4)	Structured Note	7.92% (L + 6.78%)	8/11/2020	4/20/2031		1,500,000		1,373,460		1,491,304		0.6	%
Beechwood Park CLO, Ltd (4)	Structured Note	7.72% (L + 7.50%)	7/27/2020	1/17/2033		1,750,000		1,699,298		1,767,605		0.7	%
Eaton Vance CLO 2019-1, Ltd. (4)	Structured Note	6.99% (L + 6.75%)	9/1/2020	4/15/2031		1,500,000		1,470,929		1,502,993		0.6	%
HPS Loan Management Series 15A-19 (4)	Structured Note	7.07% (L + 6.86%)	8/26/2020	7/22/2032		1,500,000		1,400,957		1,433,815		0.6	%
Magnetite XIV-R, Limited (4)	Structured Note	8.15% (L + 7.93%)	1/24/2020	10/18/2031		1,500,000		1,448,204		1,333,180		0.5	%
Magnetite Clo LTD (4)	Structured Note	2.37% (L + 2.15%)	4/2/2020	1/18/2028		1,000,000		832,569		972,288		0.4	%
Magnetite CLO Ltd 2015-16A (4)	Structured Note	6.72% (L + 6.50%)	8/11/2020	1/18/2028		1,000,000		779,579		890,000		0.4	%
Newark BSL CLO 1 Ltd (4)	Structured Note	3.22% (L + 3.00%)	4/6/2020	12/21/2029		500,000		382,142		498,394		0.2	%
Riserva CLO, LTD. (4)	Structured Note	5.85% (L + 3.45%)	4/2/2020	10/18/2028		1,000,000		829,883		997,964		0.4	%
TCI-Flatiron CLO Ltd (4)	Structured Note	3.91% (L + 3.70%)	4/2/2020	1/29/2032		1,000,000		811,343		1,004,981		0.4	%
Total Collateralized Securities and Structured Products - Debt						14,250,000		12,937,788		13,615,501		5.4	%
Total Debt Investments						602,858,811	$	586,995,766	$	600,051,331		237.0	%

Palmer Square Capital BDC Inc.

Consolidated Schedule of Investments

As of December 31, 2020

	Number of Shares		Cost		Fair Value			Percentage of Net Assets
Short-Term Investments
Fidelity Investments Money Market Government Portfolio - Institutional Class, 0.01% (8)		53,104,869		53,104,869		53,104,869			21.0	%
Total Short-Term Investments		53,104,869	$	53,104,869	$	53,104,869			21.0	%

Total Investments			$	640,100,635	$	653,156,200			258.0	%
Liabilities in Excess of Other Assets						(400,011,229	)		(158.0	)%
Net Assets					$	253,144,971			100.0	%

(1)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(2)

(3)

As of December 31, 2020, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(4)

Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2020, 15.5% of the Company’s total assets were in non-qualifying investments.

(5)	Investments or a portion of investments are unsettled as of December 31, 2020.

(6)	As of December 31, 2020, the tax cost of the Company’s investments approximates their amortized cost.

(7)	Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).

(8)	7-day effective yield as of December 31, 2020.

The accompanying notes are an integral part of these consolidated financial statements.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Organization

Palmer Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of privately held companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and, beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1985, as amended (the “Code”). The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with BofA N.A. Palmer Square BDC Funding II LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells Fargo, National Association.

The Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit that typically owns corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. During the period January 23, 2020 (Commencement of Operations) through June 30, 2020 and the six months ended June 30, 2021, the Company did not invest in any derivative contracts.

The Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”). The Company’s fiscal year ends on December 31.

The Company has two wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit facility with BofA N.A., and PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s credit facility with Wells Fargo, National Association. These subsidiaries are consolidated in the financial statements of the Company.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Company in the preparation of its financial statements. The Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies. The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.

Indemnifications

In the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.

Cash and Cash Equivalents

Cash is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life of the related debt instrument. Debt issuance costs are presented on the consolidated statement of assets and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the consolidated statement of assets and liabilities as an asset until the debt liability is recorded. As of June 30, 2021, the balance of deferred financing costs was $1.8 million, included in Credit Facility (as defined below), net of $413.9 million on the consolidated statement of assets and liabilities. As of December 31, 2020, the balance of deferred financing costs was $2.1 million, included in Credit Facility (as defined below), net of $393.2 million on the consolidated statement of assets and liabilities.

Income Taxes

The Company has elected, and intends to qualify annually, to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October 31 in such calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest 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 management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance- based fees.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Offering Costs

Offering costs in connection with the offering of common stock of the Company were capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the commencement of operations, January 23, 2020. These expenses consisted primarily of legal fees and other costs incurred with Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

New 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 generally accepted accounting principles to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 3. Agreements and Related Party Transactions

Administration Agreement

The Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.

Under the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed based on the services provided. The Administration Agreement has an initial term of two years and may be renewed with the approval of the Company’s board of directors (the “Board”). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without any incremental profit to the Administrator.

In addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bank Global Fund Services d.b.a U.S. Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain other administrative services. The Company pays fees to U.S. Bancorp Fund Services, LLC pursuant to the sub-administration agreement. The Company has also engaged U.S. Bank, National Association or its affiliates (“US Bank”) directly to serve as custodian, transfer agent, distribution paying agent and registrar.

Investment Advisory Agreement

The Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company. The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company.

In return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and paid quarterly in arrears at an annual rate of 2.00% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. For the Company’s first quarter, the base management fee was calculated based on the weighted average of total net assets as of such quarter-end. The base management fee for any partial quarter will be pro-rated based on the number of days actually elapsed in that quarter relative to the total number of days in such quarter.

The Investment Advisor, however, has agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during any period prior to the listing of the Company’s common stock on a national securities exchange (a “Listing”). If a Listing does not occur, such fee waiver will remain in place through liquidation of the Company. The Investment Advisor will not be permitted to recoup any waived amounts at any time and the waiver may only be modified or terminated prior to a Listing with the approval of the Board.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Additionally, pursuant to the Advisory Agreement, the Investment Advisor is not entitled to an incentive fee prior to a Listing. Following a Listing, the Investment Advisor will be entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently completed and three preceding calendar quarters aggregate net realized losses on the Company’s investments exceed the Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below. In this regard, if the Company’s net realized losses over the most recently completed and three preceding calendar quarters are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment. The amount of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the other hand, if the Company’s net investment income over the most recently completed and three preceding calendar quarters is equal to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment to pre-incentive fee net investment income would be made. The Income Incentive Fee will be calculated and payable quarterly in arrears commencing with the first calendar quarter following a Listing. The Company will pay the Investment Advisor an Income Incentive Fee with respect to its “adjusted net investment income” in each calendar quarter as follows:

●

no Income Incentive Fee in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end of that quarter (the “Hurdle Amount”);

●

100% of the Company’s “adjusted net investment income” with respect to that portion of such “adjusted net investment income,” if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 1.6875% by the Company’s total net asset value for the immediately preceding calendar quarter. The Catch-Up Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in any calendar quarter; and

●

for any calendar quarter in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter.

“Adjusted net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then most recently completed and three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing) and (ii) the Company’s “net investment income” over the three preceding calendar quarters (or if shorter, the number of calendar quarters that have occurred since the Listing). No adjustment (downward or upward) will be made to “pre-incentive fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.

“Pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

“Net realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net investment income” in respect of the particular period means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the particular period, minus operating expenses for the particular (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

The Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 4. Investments

The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of June 30, 2021 and December 31, 2020:

	June 30, 2021				December 31, 2020
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
First-lien senior secured debt	$	617,518,470	$	625,344,660	$	554,650,131	$	566,459,850
Second-lien senior secured debt		19,876,167		20,719,283		19,407,847		19,975,980
Convertible Bond		1,024,182		1,024,145		-		-
Collateralized securities and structured products - debt		5,328,581		5,564,479		12,937,788		13,615,501
Equity		500,000		952,000		-		-
Short-term investments		77,388,079		77,388,079		53,104,869		53,104,869
Total Investments	$	721,635,479	$	730,992,646	$	640,100,635	$	653,156,200

As of June 30, 2021, approximately 15.1% of the investment portfolio at amortized cost and 15.3% of the investment portfolio measured at fair value, respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment companies. As of December 31, 2020, approximately 17.0% of the investment portfolio at amortized cost and 17.2% of the investment portfolio measured at fair value, respectively, were invested in portfolio companies with foreign domiciles or non-controlled investment companies. With respect to the Company’s total assets, 13.5% and 15.5% of the Company’s total assets were in non-qualifying assets as defined by Section 55(a) of the 1940 Act as of June 30, 2021 and December 31, 2020, respectively.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

The industry composition of investments based on fair value, as a percentage of total investments at fair value, as of June 30, 2021 and December 31, 2020 was as follows:

	June 30, 2021			December 31, 2020
Software		14.3	%		13.3	%
Healthcare Providers and Services		12.6	%		12.0	%
Cash and cash equivalents		10.6	%		8.1	%
Insurance		7.0	%		7.7	%
Professional Services		5.5	%		4.4	%
IT Services		4.4	%		3.1	%
Media		4.3	%		4.4	%
Diversified Consumer Services		3.2	%		3.2	%
Diversified Financial Services		3.2	%		3.7	%
Independent Power and Renewable Electricity Producers		3.1	%		3.2	%
Commercial Services and Supplies		2.3	%		2.8	%
Health Care Technology		2.3	%		2.3	%
Construction and Engineering		2.2	%		2.2	%
Chemicals		2.0	%		1.8	%
Containers and Packaging		1.9	%		2.4	%
Hotels, Restaurants and Leisure		1.9	%		3.6	%
Interactive Media and Services		1.9	%		1.5	%
Food Products		1.8	%		1.2	%
Specialty Retail		1.7	%		2.4	%
Diversified Telecommunication Services		1.6	%		2.2	%
Metals and Mining		1.6	%		1.3	%
Building Products		1.4	%		1.1	%
Auto Components		1.1	%		-	%
Electronic Equipment, Instruments and Components		1.0	%		-	%
Oil, Gas and Consumable Fuels		1.0	%		1.7	%
Construction Materials		0.9	%		0.6	%
Consumer Finance		0.8	%		-	%
Structured Note		0.8	%		2.1	%
Pharmaceuticals		0.7	%		1.0	%
Aerospace and Defense		0.5	%		0.7	%
Airlines		0.5	%		-	%
Electric Utilities		0.5	%		0.8	%
Healthcare Equipment and Supplies		0.5	%		1.1	%
Wireless Telecommunication Services		0.3	%		0.9	%
Electrical Equipment		0.3	%		-	%
Personal Products		0.2	%		-	%
Leisure Products		0.1	%		0.8	%
Internet and Direct Marketing Retail		-	%		0.5	%
Technology Hardware, Storage and Peripherals		-	%		0.5	%
Capital Markets		-	%		0.4	%
Energy Equipment and Services		-	%		0.3	%
Real Estate Investment Trusts (REITs)		-	%		0.3	%
Textiles, Apparel and Luxury Goods		-	%		0.3	%
Transportation Infrastructure		-	%		0.1	%
Total		100.0	%		100.0	%

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 5. Fair Value of Investments

Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance 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 are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.

Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.

Investments in private investment companies measured based upon net asset value as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy. As of each of June 30, 2021 and December 31, 2020, there were no investments accounted for using the practical expedient.

The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include pricing information 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.

Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

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.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

The following table presents the fair value hierarchy of investments as of June 30, 2021:

	Fair Value Hierarchy as of June 30, 2021
Investments:	Level 1		Level 2		Level 3		Total
First-lien senior secured debt	$	-	$	625,344,660	$	-	$	625,344,660
Second-lien senior secured debt		-		20,719,283		-		20,719,283
Convertible Bond		-		1,024,145		-		1,024,145
Collateralized securities and structured products - debt		-		5,564,479		-		5,564,479
Equity		952,000		-		-		952,000
Short Term Investments		77,388,079		-		-		77,388,079
Total Investments	$	78,340,079	$	652,652,567	$	-	$	730,992,646

The following table presents the fair value hierarchy of investments as of December 31, 2020:

	Fair Value Hierarchy as of December 31, 2020
Investments:	Level 1		Level 2		Level 3		Total
First-lien senior secured debt	$	-	$	566,459,850	$	-	$	566,459,850
Second-lien senior secured debt		-		19,975,980		-		19,975,980
Collateralized securities and structured products - debt		-		13,615,501		-		13,615,501
Short Term Investments		53,104,869		-		-		53,104,869
Total Investments	$	53,104,869	$	600,051,331	$	-	$	653,156,200

For the six months ended June 30, 2021 and the period January 23, 2020 (Commencement of Operations) through June 30, 2020, the Company did not recognize any transfers to or from Level 3.

Debt Not Carried at Fair Value

The fair value of the Credit Facility, which would be categorized as Level 3 within the fair value hierarchy as of June 30, 2021, approximates its carrying value because the Credit Facility has variable interest based on selected short term rates.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 6. Borrowings

In accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 150% after such borrowing. As of June 30, 2021, the Company’s asset coverage ratio was 166%.

Bank of America Credit Facility

On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (“Lenders”), BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “Credit Facility”).

Under the Credit Facility, which matures on February 18, 2023, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the Credit Facility was $200.0 million as of the closing date of the Credit Agreement and increased to $400.0 million on the one-month anniversary of the closing date, and further increased to $475.0 million on October 12, 2020. The Borrowers’ ability to draw under the Credit Facility is scheduled to terminate on February 11, 2023. All amounts outstanding under the Credit Facility are required to be repaid by February 18, 2023. As the Company raises additional capital, we may enter into additional credit agreements to expand our borrowing capacity.

Debt obligations consisted of the following as of June 30, 2021:

	June 30, 2021
	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Credit Facility	$	475,000,000	$	415,000,000	$	60,000,000	$	413,907,069
Total debt	$	475,000,000	$	415,000,000	$	60,000,000	$	413,907,069

(1)

The amount available reflects any limitations related to the Credit Facility’s borrowing base.

(2)

The carrying value of the Credit Facility is presented net of deferred financing costs of $1.762 million.

Debt obligations consisted of the following as of December 31, 2020:

	December 31, 2020
	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Credit Facility	$	475,000,000	$	395,000,000	$	80,000,000	$	393,152,103
Total debt	$	475,000,000	$	395,000,000	$	80,000,000	$	393,152,103

(1)	The amount available reflects any limitations related to the Credit Facility’s borrowing base.

(2)	The carrying value of the Credit Facility is presented net of deferred financing costs of $2.122 million.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Average debt outstanding during the six months ended June 30, 2021, and the period January 23, 2020 (Commencement of Operations) through June 30, 2020, was $406.7 million and $104.3 million, respectively.

The loans under the Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will bear interest at 1-month or 3-month LIBOR plus 1.30%. The “base rate” will be equal to the highest of (a) the federal funds rate plus ½ of 1%, (b) the prime rate, and (c) 1-month or 3-month LIBOR. The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments during the first five months following the closing of the Credit Facility, and, thereafter, 1.80% for any unused Commitments above 70% of the total Commitments. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).

For the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020, the components of interest expense with respect to the Credit Facility were as follows:

	For the Three Months Ended			For the Three Months Ended			For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Interest expense	$	1,570,266		$	1,164,414		$	3,062,779		$	1,367,129
Amortization of debt issuance costs		130,013			110,173			258,597			147,324
Total interest expense	$	1,700,279		$	1,274,587		$	3,321,376		$	1,514,453
Average interest rate		1.40	%		1.64	%		1.42	%		1.66	%

PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.

Wells Fargo Credit Facility

On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF Lenders”), Wells Fargo Bank, National Association as the administrative agent (“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Under the WF Credit Facility, which matures on December 18, 2025, the WF Lenders have agreed to extend credit to PS BDC Funding II in an aggregate amount up to the Facility Amount (as defined in the Loan Agreement). The Facility Amount for the WF Credit Facility was $150.0 million as of the closing date of the Loan Agreement. The WF Borrowers’ ability to draw under the WF Credit Facility is scheduled to terminate on December 18, 2023. All amounts outstanding under the WF Credit Facility are required to be repaid by December 18, 2025.

As of both June 30, 2021 and December 31, 2020, we had no principal outstanding and $150 million of available Commitments under the WF Credit Facility.

The loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable, in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will bear interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1% and (b) the prime rate. The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly, as determined by WFB as the administrative agent. The WF Loan Agreement requires the payment of a non-usage fee of (x) 0.50% multiplied by daily unused Facility Amounts during the first six months following the closing of the WF Credit Facility, (y) 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero between six and twelve months following the closing of the WF Credit Facility, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The applicable percentage for PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).

For the three and six months ended June 30, 2021, the components of interest expense with respect to the WF Credit Facility were as follows:

	For the Three Months Ended		For the Six Months Ended
	June 30, 2021		June 30, 2021
Interest expense	$	189,583	$	377,083
Amortization of debt issuance costs		50,630		100,704
Total interest expense	$	240,213	$	477,787
Average interest rate

PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if Palmer Square or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 7. Share Transactions

Offering Proceeds

During the six months ended June 30, 2021 and the period January 23, 2020 (Commencement of Operations) through June 30, 2020, the Company issued and sold 632,597 shares at an aggregate purchase price of $13.0 million and 12,313,059 shares at an aggregate purchase price of $233.8 million, respectively. These amounts include shares issued in reinvestment.

Distribution Reinvestment Plan

The Company has adopted a dividend reinvestment plan that will provide for reinvestment of its dividends and other distributions on behalf of the Company’s stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.

Prior to a Listing, the Board will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.

After a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by US Bank, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased with respect to the dividend.

A registered stockholder may elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in non-certificated form.

There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company.

Stockholders who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.

Participants may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s account under the plan to US Bank. The plan may be terminated by the Company upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by the Company.

If participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 8. Commitments and Contingencies

As of June 30, 2021 and December 31, 2020, the Company had an aggregate of $5.3 million and $1.3 million, respectively, of unfunded commitments to provide debt financing to its portfolio companies. As of each of June 30, 2021 and December 31, 2020, there were no capital calls or draw requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statement of assets and liabilities and are not reflected in the Company’s consolidated statement of assets and liabilities.

A summary of the composition of the unfunded commitments as of June 30, 2021 is shown in the table below:

		As of
	Expiration Date⁽¹⁾	June 30, 2021
HAH Group Holding Company LLC	10/28/2027	$	448,276
LBM Acquisition LLC	12/18/2027		212,121
MetroNet Systems Holdings, LLC	6/2/2028		250,000
National Mentor Holdings, Inc.	2/18/2028		279,329
OneDigital Borrower LLC	11/16/2027		187,500
Osmosis Debt Merger Sub, Inc.	6/16/2028		188,889
Redstone Holdco 2 LP	4/14/2028		1,687,742
Vocus Group	5/26/2028		2,000,000
Total unfunded commitments		$	5,253,857

(1)

Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

A summary of the composition of the unfunded commitments as of December 31, 2020 is shown in the table below:

	Expiration Date⁽¹⁾		As of December 31, 2020
HAH Group Holding Company LLC		10/28/2027	$	448,276
LBM Acquisition LLC		12/18/2027		272,727
OneDigital Borrower LLC		11/16/2027		539,063
Total unfunded commitments			$	1,260,066

(1)	Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2021, management is not aware of any pending or threatened litigation.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 9. Earnings Per Share

In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of June 30, 2021, there were no dilutive shares.

The following table sets forth the computation of basic and diluted earnings per share of common stock for the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020:

	For the Three Months Ended				For the Six Months Ended		For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Net increase (decrease) in net assets resulting from operations	$	5,037,161	$	31,931,004	$	10,381,153	$	(1,597,932	)
Weighted average shares of common stock outstanding - basic and diluted		13,095,892		12,057,805		12,924,024		9,690,281
Earnings (loss) per share of common stock - basic and diluted	$	0.38	$	2.65	$	0.80	$	(0.16	)

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 10. Financial Highlights

The following per share of common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial highlights for the six months ended June 30, 2021 and the period January 23, 2020 (Commencement of Operations) through June 30, 2020:

	For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
Per Common Share Operating Performance	June 30, 2021			June 30, 2020
Net Asset Value, Beginning of Period	$	20.15		$	20.00

Results of Operations:
Net Investment Income⁽¹⁾		0.79			0.40
Net Realized and Unrealized Gain (Loss) on Investments⁽¹⁾⁽⁴⁾		0.02			(1.54	)
Net Increase (Decrease) in Net Assets Resulting from Operations		0.81			(1.14	)

Distributions to Common Stockholders
Distributions from Net Investment Income		(0.31	)		(0.04	)
Net Decrease in Net Assets Resulting from Distributions		(0.31	)		(0.04	)

Net Asset Value, End of Period	$	20.65		$	18.82

Shares Outstanding, End of Period		13,195,402			12,313,059

Ratio/Supplemental Data
Net assets, end of period	$	272,424,702		$	231,670,505
Weighted-average shares outstanding		12,924,024			9,690,281
Total Return⁽³⁾		5.61	%		(5.70	%)
Portfolio turnover		36	%		12	%
Ratio of operating expenses to average net assets without waiver⁽²⁾		5.80	%		5.44	%
Ratio of operating expenses to average net assets with waiver⁽²⁾		5.55	%		5.19	%
Ratio of net investment income (loss) to average net assets without waiver⁽²⁾		7.52	%		4.79	%
Ratio of net investment income (loss) to average net assets with waiver⁽²⁾		7.77	%		5.04	%

(1)

The per common share data was derived by using weighted average shares outstanding.

(2)

The ratios reflect an annualized amount.

(3)

Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.

(4)

Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statement of Operations due to share transactions during the period.

Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements (Unaudited)

Note 11. Subsequent Events

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements except for the following:

On July 1, 2021, the Company issued and sold 50,363 shares of its common stock at an aggregate purchase price of $1.04 million. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.

On August 12, 2021, the Company declared a distribution of $0.25 per share for holders of record as of August 17, 2021, of which a cash distribution is payable on August 18, 2021 and the remainder will be paid in common stock through the Company’s dividend reinvestment plan.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Palmer Square Capital BDC Inc.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

●

our future operating results;

●

our business prospects and the prospects of our portfolio companies;

●

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes from the impact of the novel coronavirus (SARS-CoV-2) and related respiratory disease (“COVID-19”) pandemic;

●

the ability of Palmer Square BDC Advisor LLC (our “Investment Advisor”) to locate suitable investments for us and to monitor and administer our investments;

●

the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;

●

risk associated with possible disruptions in our operations or the economy generally;

●

the timing of cash flows, if any, from the operations of the companies in which we invest;

●

the ability of the companies in which we invest to achieve their objectives, including as a result of the current COVID-19 pandemic;

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our ability to continue to effectively manage our business due to the disruptions caused by the current COVID-19 pandemic;

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the dependence of our future success on the general economy and its effect on the industries in which we invest;

●

our ability to maintain our qualification as a business development company (“BDC”) and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

●

the use of borrowed money to finance a portion of our investments;

●

the adequacy, availability and pricing of our financing sources and working capital;

●

actual or potential conflicts of interest with the Investment Advisor and its affiliates;

●

our contractual arrangements and relationships with third parties;

●

the current economic downturn, interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and

●

the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

Overview

We are a financial services company that primarily lends to and invests in corporate debt securities of privately held companies, including small to large private U.S. companies. We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end management investment company. We have elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”) and, beginning with our taxable year ending December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually thereafter.

We are externally managed by the Investment Advisor, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”), pursuant to an investment advisory agreement between us and the Investment Advisor (the “Advisory Agreement”). Subject to the supervision of our Board of Directors (the “Board”), a majority of which is made up of directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), our Investment Advisor manages our day-to-day operations and provides us with investment advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator, provides the administrative services necessary for us to operate pursuant to an administration agreement between us and the Administrator (the “Administration Agreement”). The Administrator has entered into a sub-administration agreement to delegate certain administrative functions to U.S. Bancorp Fund Services, LLC. Our Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management LLC (“Palmer Square”), which is a privately-held firm specializing in global alternative (non-traditional) investments with a total return orientation.

Our investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus is guided by two strategies that facilitate our investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit that typically owns corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, we may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance our total returns. We may also receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. We may also invest in other strategies and opportunities from time to time that we view as attractive. We will continue to evaluate other investment strategies in the ordinary course of business with no specific top-down allocation to any single investment strategy.

Revenues

We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark such as LIBOR. Interest on debt securities is generally payable quarterly or semi-annually. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.

Expenses

Our primary operating expenses include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

●

interest expense and other costs associated with our indebtedness;

●

the cost of calculating our net asset value, including the cost of any third-party valuation services;

●

the cost of effecting sales and repurchases of shares of our common stock and other securities;

●

fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;

●

transfer agent and custodial fees;

●

operating costs incurred prior to the commencement of our operations;

●

out-of-pocket fees and expenses associated with marketing efforts;

●

federal and state registration fees and any stock exchange listing fees;

●

U.S. federal, state and local taxes;

●

Independent Directors’ fees and expenses;

●

brokerage commissions and markups;

●

fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;

●

direct costs, such as printing, mailing, long distance telephone and staff;

●

fees and expenses associated with independent audits and outside legal costs;

●

costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and

●

other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses.

Portfolio and Investment Activity

As of June 30, 2021, our weighted average total yield to maturity of debt and income producing securities at fair value was 5.02%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 5.35%.

As of December 31, 2020, our weighted average total yield to maturity of debt and income producing securities at fair value was 4.96%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 5.49%.

As of June 30, 2021, we had 197 debt and equity investments in 178 portfolio companies with an aggregate fair value of approximately $653.6 million.

As of December 31, 2020, we had 202 debt and private investments in 181 portfolio companies with an aggregate fair value of approximately $600.1 million.

Our investment activity for the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020 is presented below (information presented herein is at amortized cost unless otherwise indicated).

	For the Three Months Ended						For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
New investments:
Gross investments	$	104,356,232		$	267,534,194		$	277,427,052		$	625,983,525
Less: sold investments		(88,747,103	)		(31,034,616	)		(224,133,758	)		(35,326,132	)
Total new investments		15,609,129			236,499,578			53,293,294			590,657,393

Principal amount of investments funded:
First-lien senior secured debt investments	$	101,618,732		$	255,850,366		$	266,717,052		$	597,139,324
Second-lien senior secured debt investments		-			5,130,350			7,972,500			14,205,928
Corporate bonds		-			3,753,478			-			4,581,398
Convertible bonds		1,025,000			-			1,025,000			-
Collateralized securities and structured products - debt		1,212,500			2,800,000			1,212,500			10,056,875
Common stock		500,000			-			500,000			-
Total principal amount of investments funded		104,356,232			267,534,194			277,427,052			625,983,525

Principal amount of investments sold:
First-lien senior secured debt investments		79,866,228			29,480,022			213,252,883			32,944,702
Second-lien senior secured debt investments		1,153,125			(467	)		1,153,125			(1,551	)
Corporate Bonds		-			1,555,061			-			2,382,981
Convertible bonds		-			-			-			-
Collateralized securities and structured products - debt		7,727,750			-			9,727,750			-
Common stock		-			-			-			-
Total principal amount of investments sold or repaid		88,747,103			31,034,616			224,133,758			35,326,132

Number of new investment commitments		27			87			80			237
Average new investment commitment amount	$	3,005,848		$	2,095,848		$	3,298,525		$	2,621,533
Weighted average maturity for new investment commitments		6.14 years			4.82 years			5.85 years			5.33 years
Percentage of new debt investment commitments at floating rates		98.77	%		98.70	%		99.62	%		99.47	%
Percentage of new debt investment commitments at fixed rates		1.23	%		1.30	%		0.38	%		0.53	%
Weighted average interest rate of new investment commitments		4.52	%		4.21	%		4.57	%		4.26	%
Weighted average spread over LIBOR of new floating rate investment commitments		4.03	%		3.62	%		4.01	%		3.64	%
Weighted average interest rate on investment sold or paid down		4.02	%		3.50	%		4.09	%		3.52	%

As of June 30, 2021 and December 31, 2020, our investments consisted of the following:

	June 30, 2021				December 31, 2020
	Amortized		Fair		Amortized		Fair
Investments:	Cost		Value		Cost		Value
First-lien senior secured debt	$	617,518,470	$	625,344,660	$	554,650,131	$	566,459,850
Second-lien senior secured debt		19,876,167		20,719,283		19,407,847		19,975,980
Convertible Bond		1,024,182		1,024,145		-		-
Collateralized securities and structured products - debt		5,328,581		5,564,479		12,937,788		13,615,501
Equity		500,000		952,000		-		-
Short-term investments		77,388,079		77,388,079		53,104,869		53,104,869
Total Investments	$	721,635,479	$	730,992,646	$	640,100,635	$	653,156,200

The table below describes investments by industry composition based on fair value as of June 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020
Software		14.3	%		13.3	%
Healthcare Providers and Services		12.6	%		12.0	%
Cash and cash equivalents		10.6	%		8.1	%
Insurance		7.0	%		7.7	%
Professional Services		5.5	%		4.4	%
IT Services		4.4	%		3.1	%
Media		4.3	%		4.4	%
Diversified Consumer Services		3.2	%		3.2	%
Diversified Financial Services		3.2	%		3.7	%
Independent Power and Renewable Electricity Producers		3.1	%		3.2	%
Commercial Services and Supplies		2.3	%		2.8	%
Health Care Technology		2.3	%		2.3	%
Construction and Engineering		2.2	%		2.2	%
Chemicals		2.0	%		1.8	%
Containers and Packaging		1.9	%		2.4	%
Hotels, Restaurants and Leisure		1.9	%		3.6	%
Interactive Media and Services		1.9	%		1.5	%
Food Products		1.8	%		1.2	%
Specialty Retail		1.7	%		2.4	%
Diversified Telecommunication Services		1.6	%		2.2	%
Metals and Mining		1.6	%		1.3	%
Building Products		1.4	%		1.1	%
Auto Components		1.1	%		-	%
Electronic Equipment, Instruments and Components		1.0	%		-	%
Oil, Gas and Consumable Fuels		1.0	%		1.7	%
Construction Materials		0.9	%		0.6	%
Consumer Finance		0.8	%		-	%
Structured Note		0.8	%		2.1	%
Pharmaceuticals		0.7	%		1.0	%
Aerospace and Defense		0.5	%		0.7	%
Airlines		0.5	%		-	%
Electric Utilities		0.5	%		0.8	%
Healthcare Equipment and Supplies		0.5	%		1.1	%
Wireless Telecommunication Services		0.3	%		0.9	%
Electrical Equipment		0.3	%		-	%
Personal Products		0.2	%		-	%
Leisure Products		0.1	%		0.8	%
Internet and Direct Marketing Retail		-	%		0.5	%
Technology Hardware, Storage and Peripherals		-	%		0.5	%
Capital Markets		-	%		0.4	%
Energy Equipment and Services		-	%		0.3	%
Real Estate Investment Trusts (REITs)		-	%		0.3	%
Textiles, Apparel and Luxury Goods		-	%		0.3	%
Transportation Infrastructure		-	%		0.1	%
Total		100.0	%		100.0	%

The table below shows the weighted average yields and interest rate of our debt investments at fair value as of June 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020
Weighted average total yield of debt and income producing securities		5.02	%		4.96	%
Weighted average interest rate of debt and income producing securities		4.57	%		4.73	%
Weighted average spread over LIBOR of all floating rate investments		4.01	%		4.14	%

Results of Operations

The following table represents the operating results for the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020:

	For the Three Months Ended					For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020		June 30, 2021			June 30, 2020
Total investment income	$	7,869,228		$	6,409,072	$	17,544,103		$	7,862,220
Less: Net expenses		3,673,024			2,786,675		7,310,151			3,989,233
Net investment income		4,196,204			3,622,397		10,233,952			3,872,987
Net realized gains (losses) on investments		2,712,837			384,174		3,845,495			602,564
Net change in unrealized gains (losses) on investments		(1,871,880	)		27,924,433		(3,698,294	)		(6,073,483	)
Net increase (decrease) in net assets resulting from operations	$	5,037,161		$	31,931,004	$	10,381,153		$	(1,597,932	)

Investment Income

Investment income for the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020, was as follows:

	For the Three Months Ended				For the Six Months Ended		For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Interest from investments	$	7,791,222	$	6,357,007	$	17,194,658	$	7,626,612
Dividend income		1,233		36,936		2,636		220,479
Other income		76,773		15,129		346,809		15,129
Total investment income	$	7,869,228	$	6,409,072	$	17,544,103	$	7,862,220

For the three and six months ended June 30, 2021, total investment income was driven by interest income from our investments. For the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020, total investment income was driven by our deployment of capital and interest income from our investments. The size of our investment portfolio at fair value increased from $0.00 as of January 23, 2020 to $618.9 million as of June 30, 2020. The size of our investment portfolio at fair value increased from $600.1 million as of December 31, 2020 to $653.6 million as of June 30, 2021. All investments were income producing, and there were no loans on non-accrual status as of June 30, 2021.

Expenses

Operating expenses for the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020, was as follows:

	For the Three Months Ended						For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Interest and debt financing expenses	$	1,940,492		$	1,274,587		$	3,799,163		$	1,514,453
Management fees		1,346,607			1,059,044			2,632,869			1,533,722
Other operating expenses		534,306			564,261			1,167,557			973,365
Initial organization		-			-			-			122,199
Directors fees		19,945			21,163			39,671			37,209
Management fee waiver		(168,326	)		(132,380	)		(329,109	)		(191,715	)
Net expenses	$	3,673,024		$	2,786,675		$	7,310,151		$	3,989,233

Net expenses for the three months ended June 30, 2021 were $3.7 million, which consisted of $1.9 million in interest and debt financing, $1.3 million in management fees, $534 thousand in other operating expenses, and $20 thousand in directors fees offset by $168 thousand in management fee waiver from the Investment Advisor. Net expenses for the six months ended June 30, 2021 were $7.3 million, which consisted of $3.8 million in interest and debt financing, $2.6 million in management fees, $1.2 million in other operating expenses, and $40 thousand in directors fees offset by $329 thousand in management fee waiver from the Investment Advisor.

Net expenses for the three months ended June 30, 2020 were $2.8 million, which consisted of $1.3 million in interest and debt financing, $1.1 million in management fees, $564 thousand in other operating expenses, and $21 thousand in directors fees offset by $132 thousand in management fee waiver from the Investment Advisor. Net expenses for the period from January 23, 2020 (Commencement of Operations) through June 30, 2020 were $4.0 million, which consisted of $1.5 million in interest and debt financing, $1.5 million in management fees, $122 thousand in initial organization expenses, $1.0 million in other operating expense, and $37 thousand in directors fees offset by $192 thousand in management fee waiver from the Investment Advisor.

Net Unrealized Gains (Losses) on Investments

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2021 and the three months ended June 30, 2020 and period January 23, 2020 (Commencement of Operations) through June 30, 2020, net unrealized gains (losses) on our investment portfolio were comprised of the following:

	For the Three Months Ended						For the Six Months Ended			For the Period January 23, 2020 (Commencement of Operations) through
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Unrealized gains on investments	$	1,577,867		$	31,450,573		$	5,571,105		$	6,451,603
Unrealized (losses) on investments		(3,449,747	)		(3,526,140	)		(9,269,399	)		(12,525,086	)
Net change in unrealized gains (losses) on investments	$	(1,871,880	)	$	27,924,433		$	(3,698,294	)	$	(6,073,483	)

The change in unrealized depreciation for the three months ended June 30, 2021 totaled $1.9 million, and the change in unrealized appreciation for the three months ended June 30, 2020 totaled $27.9 million. For the three months ended June 30, 2021, this consisted of unrealized depreciation of $40 thousand related to existing portfolio investments and unrealized appreciation of $1.6 million related to new portfolio investments, and net unrealized depreciation of $3.5 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). For the three months ended June 30, 2020, this consisted of net unrealized appreciation of $21.3 million related to existing portfolio investments and unrealized appreciation of $0.4 million related to new portfolio investments, and net unrealized appreciation of $6.2 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).

The change in unrealized depreciation for the six months ended June 30, 2021 and the period from January 23, 2020 (Commencement of Operations) through June 30, 2020 totaled $3.7 million and $6.1 million, respectively. For the six months ended June 30, 2021, this consisted of net unrealized depreciation of $0.5 million related to existing portfolio investments and unrealized appreciation of $3.4 million related to new portfolio investments, and net unrealized depreciation of $6.6 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). The change in net unrealized depreciation for the period from January 23, 2020 (Commencement of Operations) through June 30, 2020 was related to the appreciation of our investments in Prairie ECI Acquiror LP, NAB Holdings T/L, and APID 2013-15A ERR 04/20/2031 among other existing portfolio investments.

Financial Condition, Liquidity and Capital Resources

We anticipate cash to be generated from the private offering of our common stock and other future offerings of securities (including an initial public offering), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while any indebtedness and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection with borrowings, our lenders, including under the Credit Facility and the WF Credit Facility (each as defined below), may require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may ask us to comply with positive or negative covenants that could have an effect on our operations.

During the six months ended June 30, 2021, we experienced a net increase in cash and cash equivalents of $336 thousand. During the period, net cash used in operating activities was $25.1 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market funds) of $276.6 million, partially offset by proceeds received from sale of investments of $223.3 million. We invested in short-term money market funds during the period, and as of the end of the period we held $77.4 million in fair value of short-term money market funds. During the same period, net cash provided by financing activities was $25.4 million, primarily consisting of $20.4 million of net borrowing under the Credit Facility and proceeds from the issuance of common stock of $8.3 million, partially offset by distributions paid in cash of $3.3 million.

During the period January 23, 2020 (Commencement of Operations) through June 30, 2020, we experienced a net increase in cash and cash equivalents of $715 thousand. During the period, net cash used in operating activities was $566.5 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term money market funds) of $626.0 million, partially offset by proceeds received from sale of investments of $36.4 million. We invested in short-term money market funds during the period, and as of the end of the period we held $34.3 million in fair value of short-term money market funds. During the same period, net cash provided by financing activities was $567.2 million, primarily consisting of $335.2 million of net borrowing under the Credit Facility and proceeds from the issuance of common stock of $233.5 million.

As of June 30, 2021 and June 30, 2020, we had cash and cash equivalents of $1.0 million and $0.7 million, respectively. As of June 30, 2021, we had $415 million principal outstanding under the Credit Facility and no principal outstanding under the WF Credit Facility. As of June 30, 2020, we had approximately $335.0 million principal outstanding under the Credit Facility and had not entered into the WF Credit Facility and therefore had no principal outstanding under the WF Credit Facility.

During the six months ended June 30, 2021 and the period January 23, 2020 (Commencement of Operations) through June 30, 2020, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

	June 30, 2021							June 30, 2020
	Capital Commitments		Unfunded Capital Commitments⁽¹⁾		% of Capital Commitments Funded			Capital Commitments		Unfunded Capital Commitments		% of Capital Commitments Funded
Common stock	$	9,361,074	$	1,040,000		89	%	$	233,470,000	$	-		100	%

(1)	100% of the unfunded commitments were drawn down in July 2021.

As a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of June 30, 2021, our asset coverage ratio was 166%.

Capital Contributions

Financing Arrangements

Bank of America Credit Facility

On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding I LLC (“PS BDC Funding” and together with the Company, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions as lenders (the “Lenders”), Bank of America, N.A. as the administrative agent (“BofA N.A.”) and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “Credit Facility”).

The loans under the Credit Facility may be base rate loans or eurocurrency rate loans. The base rate loans will bear interest at the base rate plus 1.30%, and the eurocurrency rate loans will bear interest at the London Interbank Offered Rate (“LIBOR”) plus 1.30%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the prime rate and (c) LIBOR. The Credit Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest pursuant to base rate loans is payable quarterly in arrears, and interest pursuant to eurocurrency loans is payable either quarterly or monthly, as specified by the Borrowers in a loan notice pertaining thereto. The Credit Agreement requires the payment of a commitment fee of 0.50% for unused Commitments during the first five months following the closing of the Credit Facility, and, thereafter, 1.80% for any unused Commitments above 70% of the total Commitments. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).

PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the Credit Facility is subject to the leverage restrictions contained in the 1940 Act. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.

As of June 30, 2021, we had approximately $415 million principal outstanding and $60 million of available Commitments under the Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the Credit Facility on such date.

Wells Fargo Credit Facility

On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, Palmer Square BDC Funding II LLC (“PS BDC Funding II” and together with the Company, the “WF Borrowers”), entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (the “WF Lenders”), Wells Fargo Bank, National Association as the administrative agent (“WFB”) and U.S. Bank National Association (“U.S. Bank”), as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).

The loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and shall be eurocurrency rate loans unless such rate is unavailable, in which case the loans shall be base rate loans until such rate is available. Broadly Syndicated Loans will bear interest at the LIBOR or base rate, as applicable, plus 1.85%, and Middle Market Loans will bear interest at LIBOR or base rate, as applicable, plus 2.35%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 1/2 of 1% and (b) the prime rate. The Loan Agreement includes fallback language in the event that LIBOR becomes unavailable. Interest is payable quarterly, as determined by the WFB as the administrative agent. The WF Loan Agreement requires the payment of a non-usage fee of (x) 0.50% multiplied by daily unused Facility Amounts during the first six months following the closing of the WF Credit Facility, (y) 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 50% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 50% of the Facility Amount and (ii) zero between six and twelve months following the closing of the WF Credit Facility, and, (z) thereafter, 0.50% multiplied by the lesser of (1) daily unused Facility Amounts and (2) 20% of the Facility Amount plus 2.00% multiplied by the greater of (i) the difference between the daily unused Facility Amount and 20% of the Facility Amount and (ii) zero. Such fee is payable quarterly in arrears. The applicable percentage for PS BDC Funding II’s Eligible Loans ranges from 67.5% for Middle Market Loans to 70% for Broadly Syndicated Loans (as each such term is defined in the Loan Agreement).

As of June 30, 2021, we had no principal outstanding and $150 million of available Commitments under the WF Credit Facility.

Distribution Policy

To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.

Beginning with our taxable year ending December 31, 2020 we have elected to be treated as a RIC under the Code, and we expect to qualify as a RIC annually thereafter. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain applicable provisions of the Code and U.S. Treasury regulations, distributions payable in cash or in shares of stock at the election of the stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in its stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the value of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders. If this happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders would be eligible to claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. We may not be able to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.

We have adopted a dividend reinvestment plan that will provide for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.

After a Listing, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above net asset value. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of our common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by U.S. Bank or its affiliates, the plan administrator and our transfer agent, registrar, and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of our common stock purchased with respect to the dividend.

Critical Accounting Policies

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we have described our critical accounting policies in the notes to our consolidated financial statements.

Valuation of Portfolio Investments

Under procedures established by our Board, we value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. eastern time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third party pricing service on the date of determination. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value, subject at all times to the oversight and approval of our Board. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor, together with our independent valuation advisors, and subject at all times to the oversight and approval of our Board, will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. With respect to Level 3 assets, we intend to retain one or more independent providers of financial advisory services to assist the Investment Advisor and the Board by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, our Board will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by our Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, our Investment Advisor will undertake a multi-step valuation process each quarter, as described below:

●

Securities for which no such market prices are available or reliable will be preliminarily valued at such value as the Investment Advisor may reasonably determine, which may include third party valuations;

●

The audit committee of our Board (the “Audit Committee”) will then review these preliminary valuations;

●

At least once annually, the valuation for each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation will be reviewed by an independent valuation firm; and

●

Our Board will then discuss valuations and determine the fair value of each investment in our portfolio in good faith, based on the input of our Investment Advisor, the respective independent valuation firms and the Audit Committee.

All values assigned to securities and other assets by the Board will be binding on all stockholders.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

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, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.

Related Party Transactions

We have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator). Mr. Christopher D. Long and Jeffrey D. Fox, each an interested member of our Board, have an indirect pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is wholly owned by Palmer Square. See “Note 3. Agreements and Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” in the notes to the accompanying consolidated financial statements.

Contractual Obligations

We have certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated at an annual rate of 2.0% of the average value of the weighted average of our total net assets at the end of the two most recently completed quarters and (b) an incentive fee based on our performance. The Investment Advisor has agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during any period prior to a Listing. We have entered into an Administration Agreement with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.

A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at June 30, 2021 is as follows:

	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Credit Facility, Net	$	413,907,069	$	-	$	413,907,069	$	-	$	-
Total contractual obligations	$	413,907,069	$	-	$	413,907,069	$	-	$	-

Off-Balance Sheet Arrangements

Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2021 and December 31, 2020, we had eight unfunded commitments totaling $5.3 million, and three unfunded commitments totaling $1.3 million, respectively. See “Note 8. Commitments and Contingencies” in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Assuming that the consolidated statement of assets and liabilities as of June 30, 2021 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rate.

Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Investment Income
Down 25 basis points	$	(1,634,398	)	$	(1,037,500	)	$	(596,898	)
Up 100 basis points		6,537,594			4,150,000		$	2,387,594
Up 200 basis points		13,075,187			8,300,000		$	4,775,187
Up 300 basis points		19,612,781			12,450,000		$	7,162,781

The data in the table is based on the Company’s current statement of assets and liabilities. As of June 30, 2021, the Company had $45.6 million in net purchases that had not yet settled. After settlement of these purchases, the change in interest expense will be larger as a result of the increase in the amount borrowed under the credit facility. The table does not include any change in interest income from the Company’s money market investments.

In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

We measure exposure to interest rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our fiscal quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors.

There have been no material changes during the six months ended June 30, 2021 to the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the six months ended June 30, 2021, the Company issued and sold 632,597 shares of its common stock at an aggregate purchase price of $13.0 million. These amounts include shares issued in reinvestment. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act. We did not engage in general solicitation or advertising, and did not offer securities to the public, in connection with such issuances and sales.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.

Exhibit Index

3.1		Form of Articles of Amendment and Restatement (Incorporated by reference to Exhibit 3.1 to Registrant’s Amendment No. 1 to Registration Statement on Form 10 (File No. 000-56126) filed on January 16, 2020)

3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to Registrant’s Registration Statement on Form 10 (File No. 000-56126) filed on November 27, 2019)

31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Palmer Square Capital BDC Inc.

Date: August 13, 2021	/s/ Christopher D. Long
	Name:	Christopher D. Long
	Title:	Chief Executive Officer and President (Principal Executive Officer)

Date: August 13, 2021	/s/ Jeffrey D. Fox
	Name:	Jeffrey D. Fox
	Title:	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Palmer Square Capital BDC Inc. - FORM 10-Q - August 13, 2021

Attached files

Palmer Square Capital BDC Inc. Reports