Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01.
Entry
into a Material Definitive Agreement.
On July 15, 2026 (the “Refinancing Date”),
Palmer Square Capital BDC Inc. (the “Company”) completed the refinancing of a $300.00 million term debt securitization (the
“CLO Reset Transaction”) of Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with
limited liability under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, in connection with which
the Issuer issued the Secured Notes (as defined below). The CLO Reset Transaction functions as a source of long-term balance sheet financing
for a portion of the Company’s portfolio investments and, as a result, the Notes (as defined below) issued in connection with the
CLO Reset Transaction are subject to the Company’s regulatory asset coverage requirement.
The Secured Notes offered in the CLO Reset Transaction
were issued by the Issuer pursuant to an indenture (the “Indenture”), dated as of May 23, 2024 (the “Original Closing
Date”), among the Issuer, Palmer Square BDC CLO 1, LLC (the “Co-Issuer”) and U.S. Bank Trust Company, National Association,
as trustee (in such capacity, the “Trustee”), as amended by a supplemental indenture (the “Supplemental Indenture”),
dated as of the Refinancing Date, among the Issuer, the Co-Issuer and the Trustee, and consented to by the Company, as collateral manager
and subordinated noteholder, and consist of (i) $228.00 million of AAA Class A-R Notes due 2039, which bear interest at the forward-looking
term rate based on the secured overnight financing rate (“Term SOFR”) plus 1.28% (the “Class A-R Notes”); and
(ii) $72.00 million of AA Class B-R Notes due 2039, which bear interest at Term SOFR plus 1.75% (the “Class B-R Notes” and,
together with the Class A-R Notes, the “Secured Notes”). The Company continues to retain 100% of the subordinated notes issued
by the Issuer on the Original Closing Date (the “Subordinated Notes”), which do not bear interest but are entitled to all
of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed
to the holders of the Secured Notes, and will continue to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules
and the EU/UK Securitization Regulations at and after the closing of the CLO Reset Transaction. The Secured Notes together with the Subordinated
Notes are collectively referred to herein as the “Notes.”
On the Refinancing Date and in connection
with the CLO Reset Transaction, the Issuer and the Co-Issuer entered into a refinancing note purchase agreement (the “Purchase
Agreement”) with BofA Securities, Inc., as the refinancing initial purchaser (the “Initial Purchaser”), pursuant
to which the Initial Purchaser purchased the Secured Notes issued pursuant to the Indenture, as amended by the Supplemental
Indenture, as part of the CLO Reset Transaction.
The CLO Reset Transaction is backed by a diversified
portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation
interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority
allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein,
which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the
Original Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral
management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled
to mature on July 15, 2039; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated
Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or
after the Refinancing Date.
The Secured Notes are the secured obligations
of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary
covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or
any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities
and Exchange Commission or an applicable exemption from registration.
The descriptions of the documentation related
to the CLO Reset Transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety
by reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, incorporated into this Current Report
on Form 8-K by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
10.1 Indenture, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 814-01334), filed on May 23, 2024).
10.2 Collateral Management Agreement, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, and Palmer Square Capital BDC Inc., as Collateral Manager (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 814-01334), filed on May 23, 2024).
10.3 Note Purchase Agreement, dated as of July 15, 2026, by and among Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and BofA Securities, Inc., as Initial Purchaser.
10.4 Supplemental Indenture, dated as of July 15, 2026, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee.
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Data File (embedded within the Inline XBRL document).