Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On
Indenture
The Add-On Notes constitute a further issuance of the
The Add-On Notes will be treated as a single series with the Existing Notes
under the Indenture and will have the same terms as the Existing Notes, other
than the issue date and the offering price. The Add-On Notes will have the same
CUSIP number and will be fungible and rank equally with the Existing Notes. Upon
issuance of the Add-On Notes, the outstanding aggregate principal amount of the
Company's 4.25% notes due 2026 will be
The Add-On Notes will mature on
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The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A), as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, and to provide financial information to the holders of the Add-On Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Notes were offered and sold in an offering registered under the Securities
Act of 1933, as amended, pursuant to the Company's effective shelf registration
statement on Form N-2 (Registration No. 333-235532) previously filed with the
The foregoing descriptions of the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the Add-On Notes do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, each of which is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
1.1 Underwriting Agreement, datedOctober 6, 2021 , by and among the Company,PennantPark Investment Advisers, LLC , andGoldman Sachs & Co. LLC ,Keefe, Bruyette & Woods, Inc. andTruist Securities, Inc. , as representatives of the several underwriters named on Schedule A thereto. 4.1 Indenture, dated as ofMarch 23, 2021 , by and between the Company andAmerican Stock Transfer & Trust Company, LLC , as trustee (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 814-00891) filed onMarch 23, 2021 ). 4.2 First Supplemental Indenture, dated as ofMarch 23, 2021 , by and between the Company andAmerican Stock Transfer & Trust Company, LLC , as trustee (Incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 814-00891) filed onMarch 23, 2021 ). 4.3 Form of 4.25% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto). 5.1 Opinion ofDechert LLP . 5.2 Opinion ofVenable LLP . 23.1 Consent ofDechert LLP (included in Exhibit 5.1). 23.2 Consent ofVenable LLP (included in Exhibit 5.2).
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