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  4. [8-K] Palmer Square Capital BDC Inc. Reports Material Event

Palmer Square Capital BDC (PSBD) prices $300M CLO reset with Term SOFR spreads

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Palmer Square Capital BDC Inc. is refinancing a $300.00 million term debt securitization through its wholly owned indirect subsidiary, Palmer Square BDC CLO 1, Ltd. The CLO reset, executed via private placement, is expected to close on July 15, 2026.

The Issuer will offer $228.00 million of AAA Class A Notes bearing interest at Term SOFR plus 1.28% and $72.00 million of Class B Notes bearing interest at Term SOFR plus 1.75%. The notes will be secured by a diversified portfolio of primarily senior secured loans and related instruments.

The Company will continue as collateral manager and will retain 100% of the subordinated notes in line with U.S. risk retention and EU/UK securitization rules. The Palmer Square BDC CLO 1 Notes are expected to mature on July 15, 2039 and will be issued under an existing indenture, as amended by a supplemental indenture on the refinancing date.

Positive

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Insights

PSBD is resetting a $300M CLO, locking in new funding terms.

Palmer Square Capital BDC Inc. is refinancing a $300.00 million CLO via a reset of Palmer Square BDC CLO 1. The structure includes AAA and mezzanine tranches paying Term SOFR plus fixed spreads, secured by a portfolio of senior secured loans and related credit instruments.

The Company keeps its role as collateral manager and retains all subordinated notes, as required under U.S. Risk Retention Rules and EU/UK Securitization Regulations. This retention aligns the Company with CLO performance but also concentrates residual risk on its balance sheet.

The notes are expected to mature on July 15, 2039, providing long-dated liability funding for the underlying asset pool. Actual economic impact will depend on loan performance, realized funding costs relative to asset yields, and how effectively management navigates the CLO’s covenant and event-of-default framework over time.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
CLO refinancing size $300.00 million Term debt securitization being refinanced
AAA Class A Notes $228.00 million Principal amount of senior tranche
Class B Notes $72.00 million Principal amount of mezzanine tranche
Class A coupon spread Term SOFR + 1.28% Interest on AAA Class A Notes
Class B coupon spread Term SOFR + 1.75% Interest on Class B Notes
Expected refinancing date July 15, 2026 CLO Reset Transaction closing date
Expected CLO maturity July 15, 2039 Scheduled maturity of Palmer Square BDC CLO 1 Notes
Subordinated notes retained 100% retained Subordinated notes held by the Company
CLO Reset Transaction financial
"priced its refinancing of a $300.00 million term debt securitization (the “CLO Reset Transaction”)"
Term SOFR financial
"AAA Class A Notes, which will bear interest at the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”)"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
subordinated notes financial
"The Company continues to retain 100% of the subordinated notes issued by the Issuer on the Original Closing Date"
Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.
U.S. Risk Retention Rules regulatory
"will continue to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules and the EU/UK Securitization Regulations"
EU/UK Securitization Regulations regulatory
"in accordance with the U.S. Risk Retention Rules and the EU/UK Securitization Regulations at and after the closing"
indenture financial
"will be issued by the Issuer pursuant to an indenture (the “Indenture”), dated as of May 23, 2024"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

FAQ

What CLO refinancing did Palmer Square Capital BDC (PSBD) announce?
Palmer Square Capital BDC announced a refinancing of a $300.00 million term debt securitization through Palmer Square BDC CLO 1, Ltd. The transaction resets an existing CLO structure via private placement and keeps the company in place as collateral manager for the securitized loan portfolio.

What are the sizes and interest spreads of the new PSBD CLO notes?
The CLO reset includes $228.00 million of AAA Class A Notes and $72.00 million of Class B Notes. The Class A Notes pay Term SOFR plus 1.28%, while the Class B Notes pay Term SOFR plus 1.75%, both tied to the secured overnight financing rate benchmark.

When will the Palmer Square BDC CLO 1 refinancing close and mature?
The CLO reset is expected to close on July 15, 2026, which is the refinancing date. The Palmer Square BDC CLO 1 Notes, including both secured and subordinated tranches, are expected to be scheduled to mature on July 15, 2039, providing long-term funding stability for the portfolio.

What assets secure the Palmer Square BDC CLO 1 Secured Notes for PSBD?
The secured notes are backed by a diversified portfolio of senior secured loans or participations, with potential investments in second lien loans, corporate bonds, and certain debtor-in-possession loans. These assets provide collateral support for the CLO structure and underpin interest and principal payments to noteholders.

Does Palmer Square Capital BDC retain risk in the CLO after the reset?
Yes, the company continues to retain 100% of the subordinated notes issued by the CLO. This retention is designed to comply with U.S. Risk Retention Rules and EU/UK Securitization Regulations and means PSBD remains fully exposed to the CLO’s residual performance after paying senior noteholders.

Are the Palmer Square BDC CLO 1 Notes registered for public sale in the U.S.?
No, the Palmer Square BDC CLO 1 Notes are not registered under the Securities Act of 1933 or any state securities laws. They may not be offered or sold in the United States without registration or a valid exemption, and the described transaction is a private placement to eligible investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 18, 2026

 

 

 

PALMER SQUARE CAPITAL BDC INC.

(Exact name of Registrant as Specified in Its Charter)

 

maryland   814-01334   84-3665200
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

1900 Shawnee Mission Parkway, Suite 315,

Mission Woods, KS

  66205
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (816) 994-3200

 

 

 

(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 (see General Instruction A.2. below):

 

☐ 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   Name of each exchange on which registered
Common Stock, par value $0.001 per share   PSBD   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 or Rule 12b- 2 of the Securities Exchange Act of 1934.

 

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.

 

On June 18, 2026, Palmer Square Capital BDC Inc. (the “Company”), through 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, priced its refinancing of a $300.00 million term debt securitization (the “CLO Reset Transaction”). The CLO Reset Transaction is expected to close on July 15, 2026 (the “Refinancing Date”). The Company will continue to serve as collateral manager for the Issuer on and after the Refinancing Date.  The notes offered by the Issuer in the CLO Reset Transaction (the “Palmer Square BDC CLO 1 Secured Notes”) are secured by a diversified portfolio of the Issuer consisting 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.

 

The Palmer Square BDC CLO 1 Secured Notes will be 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.  The CLO Reset Transaction is expected to be executed through a private placement of the following Palmer Square BDC CLO 1 Secured Notes: $228.00 million of AAA Class A Notes, which will bear interest at the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus 1.28%; and $72.00 million of AA Class B Notes, which will bear interest at Term SOFR plus 1.75%. The Company continues to retain 100% of the subordinated notes issued by the Issuer on the Original Closing Date (the “Subordinated Notes” and, together with the Palmer Square BDC CLO 1 Secured Notes, the “Palmer Square BDC CLO 1 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 Company expects that the Palmer Square BDC CLO 1 Notes will be scheduled to mature on July 15, 2039.

 

The Palmer Square BDC CLO 1 Secured Notes will be the secured obligations of the Issuer, and the indenture governing the Palmer Square BDC CLO 1 Notes includes customary covenants and events of default. The Palmer Square BDC CLO 1 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. This report is not a solicitation for or an offer to purchase the Palmer Square BDC CLO 1 Notes.

 

 1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Palmer Square Capital BDC Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PALMER SQUARE CAPITAL BDC INC.
   
Date:  June 18, 2026 By: /s/ Jeffrey D. Fox
  Name: Jeffrey D. Fox
  Title: Chief Financial Officer

 

 2

Source: View Original Filing on SEC EDGAR

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