PennantPark Floating Rate Capital Ltd. 8-K

What Happened
PennantPark Floating Rate Capital Ltd. announced that on February 24, 2026 its consolidated subsidiary, PennantPark CLO VIII, LLC (the Issuer), closed a refinancing and upsized collateralized loan obligation (CLO) — a $356.5 million four‑year reinvestment period, twelve‑year final maturity securitization (the “CLO Reset Transaction”). The transaction included issuance of multiple classes of secured notes and additional subordinated notes, and the Issuer also borrowed $80.0 million of Class A‑1‑R loans under a Credit Agreement. The Replacement Debt was 100% funded at closing and matures in April 2038; the Issuer’s obligations under that debt are non‑recourse to the Company.

Key Details

• Closing date: February 24, 2026; total CLO size: $356.5 million (four‑year reinvestment, 12‑year final maturity).
• Secured Notes issued (amounts and interest): A‑1‑R $123.0M (3‑mo SOFR + 1.43%), A‑2‑R $14.0M (SOFR + 1.60%), B‑R $26.25M (SOFR + 1.75%), C‑R $24.5M (SOFR + 2.15%), D‑R $19.25M (SOFR + 3.20%).
• Additional subordinated notes: $5.9M issued on the Reset Date, which together with $63.55M issued at the original closing comprise the Replacement Notes; the Company will retain the subordinated notes through a consolidated subsidiary.
• $80.0M of Class A‑1‑R Loans were borrowed under a Credit Agreement (SOFR + 1.43%); Replacement Debt matures April 2038 and was fully funded at closing.
• The Company amended and restated the master loan sale agreement and contributed approximately $265 million par of middle‑market loans as the initial collateral for the Replacement Debt.
• The Company will continue to serve as portfolio manager under an amended collateral management agreement and has irrevocably waived any base management fee or subordinated interest while serving as manager.
• The Replacement Notes were not registered under the Securities Act and are subject to offering restrictions.

Why It Matters
This filing documents a material refinancing and upsizing of PennantPark’s CLO VIII vehicle: the Issuer secured long‑dated, fully funded replacement financing (maturing 2038) while the Company retains the subordinated equity‑type position in the new capital structure. The Issuer’s debt is non‑recourse to the Company (so the Company is not legally liable for the Replacement Debt), but the Company remains economically exposed through retained subordinated notes and the transferred loan collateral. Investors should note the company’s continued role as portfolio manager (with an irrevocable waiver of base management fees or subordinated interest) and the sale/contribution of ~ $265M of loans to the CLO, all of which are disclosed as part of the 8‑K.