Palmer Square Capital BDC Inc. 8-K

What Happened

• Palmer Square Capital BDC Inc. announced that on July 15, 2026 it completed a CLO reset refinancing (the "CLO Reset Transaction") of a $300.00 million term debt securitization for Palmer Square BDC CLO 1, Ltd., a wholly‑owned indirect subsidiary. The Issuer issued secured notes under an indenture (originally dated May 23, 2024) as amended by a supplemental indenture dated July 15, 2026, and BofA Securities, Inc. acted as initial purchaser under a July 15, 2026 note purchase agreement.
• The transaction provides long‑term balance‑sheet financing for part of the Company’s loan portfolio and the Notes issued in the transaction are included in the Company’s regulatory asset coverage calculation.

Key Details

• Total securitization size: $300.00 million.
• Secured Notes issued: $228.00 million Class A‑R (due 2039) at Term SOFR + 1.28%; $72.00 million Class B‑R (due 2039) at Term SOFR + 1.75%.
• Company retained 100% of the subordinated notes (no interest; entitled to residual principal and interest from the loan portfolio) to satisfy U.S. Risk Retention and EU/UK Securitization rules.
• The Company, as collateral manager under the Collateral Management Agreement, agreed to irrevocably waive all collateral management fees while it serves in that role. Notes mature July 15, 2039, but may be redeemed on or after July 15, 2026 under the indenture’s redemption provisions.
• The notes are unregistered and cannot be offered or sold in the U.S. absent registration or an applicable exemption.

Why It Matters

• This refinancing secures long‑term funding for a portion of Palmer Square’s investment portfolio and affects the company’s regulatory asset coverage because the issued notes are treated as liabilities tied to the Company’s regulated BDC structure. Investors should note the specific interest spreads, the Company’s full retention of the subordinated tranche (which preserves its economic interest in the portfolio), and the fee waiver that affects the Company’s future fee income from the CLO.