PSBD.NYSEPalmer Square Capital Bdc INC
SCHEDULE 13D/A: Major Shareholder Excelsior Holdings D2 Increases Stake in Palmer Square Capital BDC to 11.52%
Sentiment:
Beneficial Ownership Amendment
Excelsior Holdings D2 LLC, along with OV Management LLC and RMS Family Trust Company LLC, has increased its beneficial ownership in Palmer Square Capital BDC Inc. to 11.52% through dividend reinvestments and prior private placements.
Capital raiseExcelsior Holdings D2 purchased 1,250,000 shares of Common Stock at a price of $20.00 per share on January 23, 2020, in connection with a Private Placement.Excelsior Holdings D2 purchased 1,363,051.4906 shares of Common Stock at a price of $18.3412 per share on March 17, 2020, also in connection with a Private Placement.
Summary
- Reporting Persons (Excelsior Holdings D2 LLC, OV Management LLC, and RMS Family Trust Company LLC) beneficially own 3,730,065 shares of Palmer Square Capital BDC Inc. Common Stock.
- This represents approximately 11.52% of the Issuer's Common Stock outstanding, based on 32,373,245 shares outstanding as of May 6, 2025.
- The increase in ownership is primarily due to the reinvestment of dividends paid in respect of the Common Stock, pursuant to the Issuer's dividend reinvestment plan.
- Initial significant purchases included 1,250,000 shares on January 23, 2020, at $20.00 per share, and 1,363,051.4906 shares on March 17, 2020, at $18.3412 per share.
- Beneficial ownership has steadily increased from 2,619,074 shares on May 14, 2020, to 3,730,065 shares on December 22, 2023. However, due to a significant increase in the total shares outstanding, the Reporting Persons' percentage of class beneficially owned decreased from a high of 22.11% on January 19, 2021, to 11.52% as of May 6, 2025.
Sentiment
Score: 7
Explanation: The consistent increase in beneficial ownership through dividend reinvestments by the Reporting Persons suggests a positive long-term view of the Issuer. However, the significant dilution of their percentage stake due to increased shares outstanding introduces a slight negative aspect.
Positives
- Reporting Persons have consistently increased their beneficial ownership in Palmer Square Capital BDC Inc. through dividend reinvestments, indicating continued confidence in the Issuer.
- The Reporting Persons now hold a significant stake of 11.52%, suggesting a strong, long-term commitment to the company.
Negatives
- The percentage of class beneficially owned by the Reporting Persons has decreased from a high of 22.11% on January 19, 2021, to 11.52% as of May 6, 2025, despite an increase in the absolute number of shares held, due to a significant increase in the total shares outstanding of Palmer Square Capital BDC Inc.
Risks
- The dilution of the Reporting Persons' percentage ownership due to an increase in the total shares outstanding could impact their influence and the per-share value of their holdings if not offset by company performance.
Future Outlook
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Industry Context
This Schedule 13D/A filing indicates a significant, long-term investment by a group of entities in Palmer Square Capital BDC Inc., a business development company. Such filings are common for institutional investors accumulating substantial stakes in publicly traded companies, particularly those in the financial services sector like BDCs, which often pay regular dividends that can be reinvested to increase ownership.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reporting Person Clarification | The Amendment clarifies that Excelsior Holdings D2 LLC, OV Management LLC, and RMS Family Trust Company LLC are the Reporting Persons, correcting an error in the Original Statement which incorrectly identified Excelsior Holdings D LLC. | 06/27/2025 | Clarifies the accurate entities responsible for the beneficial ownership reporting, ensuring proper regulatory compliance and transparency regarding the ownership structure. |
Legal Proceedings
- No Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the last five years.
- No Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.
Stakeholder Impact
- Shareholders: The increased stake by a significant investor group could be viewed positively as a vote of confidence, potentially stabilizing the stock. However, the dilution of their percentage ownership due to increased shares outstanding affects all shareholders proportionally.
Key Dates
| Date | Description |
|---|---|
| 01/23/2020 | Excelsior Holdings D2 purchased 1,250,000 shares of Common Stock at $20.00 per share in a Private Placement. |
| 03/17/2020 | Excelsior Holdings D2 purchased 1,363,051.4906 shares of Common Stock at $18.3412 per share in a Private Placement. |
| 03/27/2020 | Original Schedule 13D filed by Excelsior Holdings D2 LLC. |
| 05/11/2020 | Date of Event Which Requires Filing of This Statement (Amendment No. 1). |
| 05/14/2020 | Dividend reinvestment: 6,023 shares acquired at $17.36, beneficial ownership 2,619,074 shares (21.44% of 12,215,196 outstanding). |
| 08/18/2020 | Dividend reinvestment: 37,574 shares acquired at $18.82, beneficial ownership 2,656,648 shares (21.57% of 12,318,372 outstanding). |
| 11/17/2020 | Dividend reinvestment: 48,327 shares acquired at $19.79, beneficial ownership 2,704,976 shares (21.77% of 12,423,949 outstanding). |
| 01/19/2021 | Dividend reinvestment: 41,615 shares acquired at $20.15, beneficial ownership 2,746,591 shares (22.11% of 12,423,949 outstanding). |
| 05/19/2021 | Dividend reinvestment: 41,133 shares acquired at $20.70, beneficial ownership 2,787,723 shares (21.47% of 12,984,478 outstanding). |
| 08/18/2021 | Dividend reinvestment: 33,832 shares acquired at $20.60, beneficial ownership 2,821,555 shares (18.87% of 14,954,828 outstanding). |
| 11/17/2021 | Dividend reinvestment: 23,128 shares acquired at $20.74, beneficial ownership 2,844,682 shares (13.02% of 21,844,856 outstanding). |
| 12/31/2021 | Dividend reinvestment: 92,542 shares acquired at $20.06, beneficial ownership 2,937,224 shares (13.45% of 21,844,856 outstanding). |
| 05/18/2022 | Dividend reinvestment: 54,529 shares acquired at $19.93, beneficial ownership 2,991,753 shares (13.12% of 22,810,727 outstanding). |
| 08/17/2022 | Dividend reinvestment: 76,223 shares acquired at $17.27, beneficial ownership 3,067,976 shares (13.30% of 23,062,349 outstanding). |
| 11/16/2022 | Dividend reinvestment: 85,329 shares acquired at $15.82, beneficial ownership 3,153,305 shares (13.67% of 23,062,349 outstanding). |
| 12/30/2022 | Dividend reinvestment: 134,833 shares acquired at $14.96, beneficial ownership 3,288,139 shares (14.26% of 23,062,349 outstanding). |
| 05/18/2023 | Dividend reinvestment: 103,626 shares acquired at $16.50, beneficial ownership 3,391,765 shares (13.54% of 25,043,540 outstanding). |
| 08/16/2023 | Dividend reinvestment: 107,360 shares acquired at $17.06, beneficial ownership 3,499,125 shares (13.57% of 25,794,111 outstanding). |
| 09/29/2023 | Dividend reinvestment: 116,916 shares acquired at $16.76, beneficial ownership 3,616,040 shares (14.02% of 25,794,111 outstanding). |
| 12/22/2023 | Dividend reinvestment: 114,023 shares acquired at $16.98, beneficial ownership 3,730,065 shares (13.99% of 26,665,813 outstanding). |
| 05/06/2025 | Date as of which 32,373,245 shares of Common Stock were outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q. |
| 05/07/2025 | Date Palmer Square Capital BDC Inc.'s Quarterly Report on Form 10-Q was filed with the SEC. |
| 06/27/2025 | Date of filing of this Amendment No. 1 to Schedule 13D and Joint Filing Agreement. |
Recommendation
holdKeywords
Palmer Square Capital BDC Inc., Excelsior Holdings D2 LLC, OV Management LLC, RMS Family Trust Company LLC, Schedule 13D/A, Beneficial Ownership, Common Stock, Dividend Reinvestment Plan, BDC, Investment Company, Shareholder Stake, Institutional Investor
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