PennantPark Floating Rate Capital (PFLT) risk factors, 2025 10-K

RISKS RELATING TO OUR BUSINESS AND STRUCTURE

1. 01We are subject to various covenants under Funding I’s Credit Facility which, if not complied with, could result in reduced availability and/or mandatory prepayments under Funding I’s Credit Facility, our 2026 Notes, our 2036-R Asset-Backed Debt, our 2036 Asset-Backed Debt, and our 2037 Asset-Backed Debt
2. 02A requirement that our outstanding borrowings under the Credit Facility not exceed a certain percentage of the value of our portfolio
3. 03We operate in a highly competitive market for investment opportunities
4. 04Our borrowers may default on their payments, which may have a materially negative effect on our financial performance
5. 05Any unrealized losses we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution
6. 06We are dependent upon our Investment Adviser’s key personnel for our future success, and if our Investment Adviser is unable to hire and retain qualified personnel or if our Investment Adviser loses any member of its management team, our ability to achieve our investment objectives could be significantly harmed
7. 07We are exposed to risks associated with changes in interest rates that may affect our cost of capital and net investment income
8. 08Our financial condition and results of operation depend on our ability to manage future growth effectively
9. 09We are highly dependent on information systems and systems failures could have a material adverse effect on our business, financial condition and results of operations
10. 10We have identified material weaknesses in our internal controls over financial reporting. If we fail to remediate these material weaknesses, our ability to report our financial condition and results of operations accurately and on a timely basis could be adversely affectednew
11. 11We may not replicate the historical performance of other investment companies and funds with which our senior and other investment professionals have been or are affiliated
12. 12Any failure on our part to maintain our status as a BDC would reduce our operating flexibility
13. 13Loss of RIC tax status would substantially reduce our net assets and income available for debt service and distributions
14. 14We may have difficulty paying our Annual Distribution Requirement if we recognize income before or without receiving cash representing such income
15. 15Legislation enacted in 2018 allows us to incur additional leverage
16. 16Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject to tax as a RIC, we may need to raise additional capital to finance our growth. If funds are not available to us, we may need to curtail new investments, and our common stock value could decline
17. 17Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital
18. 18We currently use borrowed funds to make investments and are exposed to the typical risks associated with leverage
19. 19If we incur additional debt, it could increase the risk of investing in our shares24% rewritten
20. 20The assumed portfolio return is required by regulation of the SEC and is not a prediction of, and does not represent, our projected or actual performance
21. 21We may in the future determine to fund a portion of our investments with preferred stock, which is another form of leverage and would magnify the potential for loss and the risks of investing in us
22. 22We may in the future determine to fund a portion of our investments with debt securities, which would magnify the potential for loss and the risks of investing in us
23. 23Our credit ratings may not reflect all risks of an investment in our debt securities
24. 24Market conditions may make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business
25. 25We may not receive cash on our equity interests from Funding I
26. 26There are significant potential conflicts of interest which could impact our investment returns
27. 27We may experience fluctuations in our quarterly results
28. 28We may in the future issue securities for which there is no public market and for which we expect no public market to develop
29. 29If we issue preferred stock, debt securities or convertible debt securities the NAV and market value of our common stock may become more volatile
30. 30The ability to sell investments held by Funding I is limited
31. 31The trading market or market value of any publicly issued debt or convertible debt securities may be volatile
32. 32market rates of interest higher or lower than rates borne by the debt securities
33. 33Terms relating to debt redemption may have a material adverse effect on the return on any debt securities
34. 34If we issue subscription rights or warrants for our common stock, your interest in us may be diluted as a result of such rights or warrants offering
35. 35Changes in laws or regulations governing our operations or those of our portfolio companies may adversely affect our business
36. 36Our board of directors may change our investment objectives, operating policies and strategies without prior notice or stockholder approval
37. 37Our business and operations could be negatively affected if we become subject to stockholder activism, which could cause us to incur significant expense, hinder the execution of our investment strategy or impact our stock price

RISKS RELATING TO THE ILLIQUID NATURE OF OUR PORTFOLIO ASSETS

1. 38We invest in illiquid assets, and our valuation procedures with respect to such assets may result in recording values that are materially different than the values we ultimately receive upon disposition of such assets38% rewritten
2. 39The lack of liquidity in our investments may adversely affect our business
3. 40A general disruption in the credit markets could materially damage our business
4. 41We may invest in over-the-counter securities, which have and may continue to face liquidity constraints, to provide us with liquidity

RISKS RELATING TO OUR INVESTMENTS

1. 42Our investments in prospective portfolio companies may be risky, and an investor could lose all or part of an investment
2. 43We intend to invest primarily in floating rate loans, which may consist of first lien secured debt, second lien secured debt, subordinated debt and selected equity investments issued by U.S. middle-market companies
3. 44Under the 1940 Act, we may invest up to 30% of our assets in investments that are not qualifying assets for BDCs. If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in assets that we deem to be attractive
4. 45We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we generally are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer
5. 46Economic recessions or downturns could impair our portfolio companies and harm our operating results
6. 47If we fail to make follow-on investments in our portfolio companies, this could materially impair the value of our portfolio
7. 48attempt to preserve or enhance the value of our investment
8. 49Because we generally do not hold controlling equity interests in our portfolio companies, we are not in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments
9. 50Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and our portfolio companies may be highly leveraged
10. 51Our incentive fee may induce the Investment Adviser to make speculative investments
11. 52Any investments in distressed debt may not produce income and may require us to bear large expenses in order to protect and recover our investment
12. 53Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments
13. 54We may make investments that cause our stockholders to bear investment advisory fees and other expenses on such investments in addition to our management fees and expenses
14. 55We may be obligated to pay our Investment Adviser incentive compensation even if we incur a loss
15. 56We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk, counterparty risk, operational and legal risk and other risks similar to those associated with the use of leverage

RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK

1. 57risks and dilutive effects of any offerings we make at a price below our then current NAV in the future in a prospectus supplement issued in connection with any such offeringnew
2. 58There is a risk that our stockholders may not receive distributions or that our distributions may not grow over time
3. 59Investing in our shares may involve an above average degree of risk
4. 60Sales of substantial amounts of our securities may have an adverse effect on the market price of our securities
5. 61We may allocate the net proceeds from any offering of our securities in ways with which you may not agree
6. 62Our shares may trade at discounts from NAV or at premiums that are unsustainable over the long term33% rewritten
7. 63The market price of our common stock may fluctuate significantly
8. 64loss of a major funding source
9. 65We may be unable to invest the net proceeds raised from offerings on acceptable terms, which would harm our financial condition and operating results
10. 66There is a risk that our common stockholders may receive our stock as distributions in which case they may be required to pay taxes in excess of the cash they receive
11. 67Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock

Risks Relating to Our 2026 Notes

1. 68The 2026 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future
2. 69The 2026 Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries
3. 70The indenture under which the 2026 Notes were issued contains limited protection for their respective holders
4. 71In addition, the indenture will not require us to offer to purchase the 2026 Notes in connection with a change of control or any other event
5. 72The optional redemption provision may materially adversely affect your return on the 2026 Notes
6. 73We may not be able to repurchase the 2026 Notes upon a Change of Control Repurchase Event
7. 74While a trading market has developed after issuing the 2026 Notes, we cannot assure you that an active trading market for the 2026 Notes will be maintained
8. 75If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the 2026 Notes
9. 76A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us or our unsecured debt, if any, or change in the debt markets could cause the liquidity or market value of the 2026 Notes to decline significantly

RISKS RELATING TO OUR DEBT SECURITIZATION

1. 77We are subject to certain risks as a result of our interests in connection with the 2036-R Securitization, the 2036 Securitization and the 2037 Securitization and our equity interests in the 2036-R Securitization Issuers, the 2036 Securitization Issuer and the 2037 Securitization Issuer
2. 78An event of default in connection with the 2036-R Securitization or the 2036 Securitization or the 2037 Securitization could give rise to a cross-default under our other material indebtedness80% rewritten
3. 79The interests of the 2036 Securitization Debtholders, the 2036-R Securitization Debtholders and the 2037 Securitization Debtholders may not be aligned with our interests31% rewritten
4. 80We have certain repurchase obligations with respect to the securitization loans transferred in connection with the 2036 Securitization, the 2036-R Securitization and the 2037 Securitization
5. 81Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies
6. 82Volatility or a prolonged disruption in the credit markets could materially damage our business
7. 83Any public health emergency, including any outbreak of existing or new diseases, and the resulting financial and economic market uncertainty could have a significant adverse impact on us
8. 84Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies
9. 85We may be the target of litigation
10. 86The effect of global climate change may impact the operations of our portfolio companies
11. 87Legislative or regulatory tax changes could adversely affect investors
12. 88Changes to U.S tariff and import/export regulations may have a negative effect on our portfolio companiesnew
13. 89We are subject to risks associated with cybersecurity and cyber incidents80% rewritten
14. 90We are subject to risks related to artificial intelligencenew