Business Context and Reporting Period
This Form 8-K is filed by Palmer Square Capital BDC Inc. (PSBD) on June 18, 2026. The filing discloses a material event under Item 7.01 (Regulation FD Disclosure) regarding the pricing of a refinancing transaction for a collateralized loan obligation (CLO) subsidiary.
Key Financial Metrics and Transaction Details
The filing details the "CLO Reset Transaction" involving Palmer Square BDC CLO 1, Ltd., a wholly-owned indirect subsidiary. The transaction involves a $300.00 million term debt securitization expected to close on July 15, 2026.
- Total Secured Notes: $300.00 million
- AAA Class A Notes: $228.00 million at Term SOFR + 1.28%
- AA Class B Notes: $72.00 million at Term SOFR + 1.75%
- Subordinated Notes: The Company retains 100% of the subordinated notes.
- Maturity Date: July 15, 2039
- Collateral: Senior secured loans, second lien loans, corporate bonds, and debtor-in-possession loans.
The filing does not provide specific revenue, profit, cash flow, or liquidity metrics for the parent company, as this report focuses solely on the debt refinancing event.
Material Changes
The primary material change is the refinancing of the existing $300.00 million term debt securitization. The Company will continue to serve as the collateral manager for the Issuer post-refinancing. The transaction structure involves a private placement of new secured notes replacing or resetting the previous debt structure, with interest rates tied to Term SOFR.
Outlook, Risks, and Contingencies
Management Commentary: The Company expects the transaction to close on July 15, 2026. It confirms continued compliance with U.S. Risk Retention Rules and EU/UK Securitization Regulations by retaining the subordinated notes.
Risks and Contingencies: The notes are not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption. The indenture includes customary covenants and events of default.
Investor Verification Checklist
- Confirm the closing of the CLO Reset Transaction on July 15, 2026.
- Verify the final interest rate spreads (1.28% and 1.75% over Term SOFR) at closing.
- Review the composition of the collateral portfolio to ensure it meets the defined criteria (senior secured, second lien, etc.).
- Monitor the Company's continued retention of 100% of the subordinated notes for regulatory compliance.
- Check for any subsequent filings regarding the execution of the Supplemental Indenture.