PFLT details $150M credit line and carveout guaranty for JV

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. (PFLT)$150 million (the Facility Size) to the SPV, with Goldman Sachs Bank USA and Western Alliance Trust Company N.A. serving key administrative and collateral roles.

In connection with this financing, PennantPark Floating Rate Capital Ltd. entered into a Non-Recourse Carveout Guaranty in favor of Goldman Sachs Bank USA. The company guarantees specified obligations arising from willful misconduct, fraud, misrepresentation, misuse of proceeds, improper asset transfers, unauthorized liens, certain impairment events, and the full outstanding obligations if a Sponsor Entity initiates or colludes in a bankruptcy or insolvency event, up to the $150 million Facility Size.

Insights

Credit & capital structure analyst

PennantPark adds a $150M JV credit line with targeted but sizable guarantees.

The arrangement centers on PSLF II SPV, LLC obtaining up to $150,000,000 of borrowing capacity under a new credit agreement. This sits within the unconsolidated PennantPark Senior Secured Loan Fund II LLC joint venture, with Goldman Sachs Bank USA and Western Alliance Trust Company N.A. in core agent and collateral roles, indicating a structured, lender‑friendly setup around the JV’s loan assets.

PennantPark Floating Rate Capital Ltd. supports this facility via a Non‑Recourse Carveout Guaranty. The guaranty is limited to specified “bad‑act” scenarios such as willful misconduct, fraud, misappropriation of proceeds, improper asset transfers, conflicts breaches, unauthorized liens, certain collateral impairments, and bankruptcy or insolvency events initiated or colluded in by a Sponsor Entity, capped at $150,000,000. This focuses the company’s exposure on conduct and structural risks rather than ordinary credit performance.

From an investor perspective, this creates potential contingent obligations tied to JV behavior and governance rather than routine loan losses. Actual financial impact will depend on whether any covered misconduct, conflict breaches, or bankruptcy events involving a Sponsor Entity occur under the facility over time, as described in the Non‑Recourse Carveout Guaranty dated November 20, 2025.

11/26/2025 - 05:07 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: November 20, 2025

(Date of earliest event reported)

PennantPark Floating Rate Capital Ltd.

(Exact name of registrant as specified in its charter)

Maryland		814-00891		27-3794690
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1691 Michigan Avenue, Miami Beach, Florida		33139
(Address of principal executive offices)		(Zip Code)

786-297-9500

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share		PFLT		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 20, 2025, PSLF II SPV, LLC (the “Borrower”), a wholly-owned subsidiary of PennantPark Senior Secured Loan Fund II LLC (“PSSL II”), an unconsolidated joint venture of PennantPark Floating Rate Capital Ltd. (the “Company”), entered into a credit agreement (the “Credit Agreement”), by and among the Borrower, PennantPark Investment Advisers, LLC, as collateral manager (the “Collateral Manager”), the various lenders from time to time party thereto, Goldman Sachs Bank USA, as syndication agent, administrative agent and calculation agent, and Western Alliance Trust Company N.A., as collateral agent, collateral custodian and collateral administrator. In connection with the Credit Agreement, the lenders agreed to extend borrowings of up to $150 million (the “Facility Size”) to the Borrower.

In connection with the Credit Agreement, the Company entered into a Non-Recourse Carveout Guaranty Agreement (the “Guaranty”) with Goldman Sachs Bank USA. Pursuant to the Guaranty, the Company irrevocably and unconditionally guaranteed specified obligations arising from willful misconduct, fraud or misrepresentation under the transaction documents by any of the Borrower, PSSL II, the Company and their respective affiliates, directors, officers, employees and agents (each a “Sponsor Entity” and collectively, the “Sponsor Entities”); misappropriation or misuse of loan proceeds or collateral proceeds by or on behalf of any of the Sponsor Entities; improper asset transfers by the Borrower (or any subsequent borrower) for less than fair value; breaches of the Collateral Manager’s conflicts policy or certification; unauthorized liens or encumbrances on collateral; any covered impairment event; and the full amount of outstanding obligations if a bankruptcy or insolvency event is initiated or colluded in by a Sponsor Entity. A covered impairment event would occur when an impairment of collateral obligation arises (in whole or in part) from (1) the affiliation between the Borrower (or any subsequent borrower) and the obligor on that collateral obligation, or (2) willful or intentional actions taken by the applicable borrower entities, equity holder or collateral manager, in each case, where the impairment disadvantages the borrower’s rights relative to unaffiliated holders of the same collateral obligation. The amount guaranteed under the Guaranty is up to the Facility Size.

The description above is only a summary of the material terms of the Guaranty and is qualified in its entirety by reference to the Guaranty, a copy of which is filed as Exhibit 10.1 to this Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference to this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1		Non-Recourse Carveout Guaranty Agreement, dated as of November 20, 2025, by and among PennantPark Floating Rate Capital Ltd., PennantPark Senior Secured Loan Fund II LLC and Goldman Sachs Bank USA
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Dated: November 26, 2025						PENNANTPARK FLOATING RATE CAPITAL LTD.
				By:		/s/ Richard T. Allorto, Jr.
						Richard T. Allorto, Jr.
						Chief Financial Officer & Treasurer

FAQ

What credit facility did PennantPark Floating Rate Capital Ltd. (PFLT) disclose?

PennantPark reported that PSLF II SPV, LLC, a subsidiary of its unconsolidated joint venture PennantPark Senior Secured Loan Fund II LLC, entered into a credit agreement providing for borrowings of up to $150 million, referred to as the Facility Size.

Who are the key financial institutions involved in PFLT’s new $150 million facility?

Goldman Sachs Bank USA acts as syndication agent, administrative agent and calculation agent, while Western Alliance Trust Company N.A. serves as collateral agent, collateral custodian and collateral administrator under the credit agreement.

What guaranty did PennantPark Floating Rate Capital Ltd. provide in connection with the facility?

PennantPark Floating Rate Capital Ltd. entered into a Non-Recourse Carveout Guaranty Agreement in favor of Goldman Sachs Bank USA, guaranteeing specified obligations arising from defined misconduct and structural events, up to the $150 million Facility Size.

Which types of obligations are covered by PFLT’s Non-Recourse Carveout Guaranty?

The guaranty covers obligations arising from willful misconduct, fraud or misrepresentation, misappropriation or misuse of loan or collateral proceeds, improper asset transfers for less than fair value, breaches of the collateral manager’s conflicts policy or certification, unauthorized liens, certain covered impairment events, and the full amount of outstanding obligations if a bankruptcy or insolvency event is initiated or colluded in by a Sponsor Entity.

What is a covered impairment event under PennantPark’s guaranty?

A covered impairment event occurs when a collateral obligation is impaired because of (1) an affiliation between the borrower entity and the obligor on that collateral or (2) willful or intentional actions by the borrower entities, equity holder or collateral manager that disadvantage the borrower’s rights relative to unaffiliated holders of the same collateral obligation.

Does the $150 million figure represent the limit of PFLT’s guaranty exposure?

Yes. The amount guaranteed under the Non-Recourse Carveout Guaranty is up to the Facility Size, which is $150 million, as stated in the agreement.