[8-K] PennantPark Floating Rate Capital Ltd. Reports Material Event

Rhea-AI Filing Summary

PennantPark Floating Rate Capital Ltd. (PFLT) announced on September 2, 2025 that it acquired a portfolio of approximately $250 million of assets through a series of transactions tied to the winding down of PennantPark-TSO Senior Loan Fund, LP. The assets include loans distributed from TSO Puma SPV, LLC, an affiliate of Towerbrook Capital Partners. Management stated the portfolio's average spread and credit statistics are generally in-line with PFLT's existing holdings and that the assets were acquired at their most recently determined fair market value. The filing does not include detailed schedules or pro forma financial effects, so the immediate impact on leverage, NAV, or liquidity is not disclosed in this report.

Positive

• Acquisition increases invested assets by approximately $250 million
• Assets purchased at most recently determined fair market value
• Average spread and credit statistics reported as in-line with existing portfolio

Negative

• Filing lacks detailed breakdown of asset composition and pro forma financial impact
• Potential single-source concentration from the PennantPark-TSO wind-down

Insights

Credit Portfolio Analyst

Acquisition adds scale with similar credit characteristics.

The portfolio purchase of about $250 million increases portfolio size and should mechanically raise invested assets if funded from cash or new borrowings. The statement that average spread and credit statistics are "generally in-line" implies limited change to overall yield and credit profile based on the disclosed assertion.

Key dependencies include the funding source and any off‑balance transfers; these determine near‑term effects on leverage and NAV. Watch upcoming financial statements and any pro forma schedules in the next quarterly filing for concrete impacts (Q3 2025 time horizon).

Portfolio Manager

Paid fair market value; integration and disclosure are the main near-term issues.

Acquiring the assets at their most recently determined fair market value suggests no immediate markdown or premium was taken at the transaction date, which should avoid an immediate NAV shock if valuations are accurate. The claim that credit metrics align with the existing book reduces the need for rapid portfolio rebalancing based on disclosed facts.

Risks to monitor are concentrated exposure to assets from a single winding‑down vehicle and the absence of detailed collateral or sector breakdowns. Expect material disclosure in subsequent filings within one reporting cycle to validate valuation and diversification effects.

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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 (Date of earliest event reported):  August 27, 2025

_______________________________

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)	(I.R.S. Employer Identification No.)

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01. Regulation FD Disclosure.

The information in this report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of such section. The information in this report on Form 8-K shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this press release are forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. PennantPark Floating Rate Capital Ltd. undertakes no duty to update any forward-looking statement made herein. You should not place undue influence on such forward-looking statements as such statements speak only as of the date on which they are made.

Item 8.01. Other Events.

On September 2, 2025, PennantPark Floating Rate Capital Ltd. (“PFLT”) issued a press release announcing that last week, it acquired through a series of transactions a portfolio of approximately $250 million of assets, including from TSO Puma SPV, LLC, an affiliate of Towerbrook Capital Partners. This portfolio was distributed in connection with the winding down of PennantPark-TSO Senior Loan Fund, LP, an unconsolidated limited partnership. The average spread and credit statistics are generally in-line with PFLT’s existing portfolio. PFLT acquired these assets at their most recently determined fair market value.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d)	Exhibits
	99.1	Press Release of PennantPark Floating Rate Capital Ltd. Dated September 2, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

	PennantPark Floating Rate Capital Ltd.
Date: September 2, 2025	By:	/s/ Richard T. Allorto, Jr.
		Richard T. Allorto, Jr.
		Chief Financial Officer & Treasurer

FAQ

What did PFLT announce in the 8-K dated September 2, 2025?

PFLT announced it acquired a portfolio of approximately $250 million of assets from transactions tied to the winding down of PennantPark-TSO Senior Loan Fund, LP.

Were the acquired assets bought at a discount or premium?

The company states the assets were acquired at their most recently determined fair market value.

Did PFLT say how the new assets affect its credit profile?

PFLT reported the portfolio's average spread and credit statistics are generally in-line with its existing portfolio.

Does the filing disclose the impact on NAV or leverage?

No. The 8-K does not include pro forma financial statements or specific disclosures on NAV, leverage, or liquidity impact.

Who was the seller or source of the assets?

The assets were distributed in connection with the wind‑down of PennantPark-TSO Senior Loan Fund, LP, and included assets from TSO Puma SPV, LLC, an affiliate of Towerbrook Capital Partners.