Item 1.01. Entry into a Material Definitive Agreement

Offering of Common Stock

On January 23, 2023, PennantPark Floating Rate Capital Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, PennantPark Investment Advisers, LLC, PennantPark Investment Administration, LLC, and Morgan Stanley & Co. LLC, UBS Securities LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named on Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters an aggregate of 4,250,000 of the Company's common stock, par value $0.001 per share (the "Shares"), in a registered public offering (the "Offering"). In addition, in connection with the Offering, the Company has granted the Underwriters a 30-day option to purchase up to an additional 637,500 Shares. The Offering closed on January 26, 2023.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (File No. 333-268813), as supplemented by a preliminary prospectus supplement, dated January 23, 2023, and a final prospectus supplement, dated January 23, 2023, each previously filed with the U. S. Securities and Exchange Commission.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



 1.1      Underwriting Agreement, dated January 23, 2023, among PennantPark
        Floating Rate Capital Ltd., PennantPark Investment Advisers, LLC,
        PennantPark Investment Administration, LLC, and Morgan Stanley & Co. LLC,
        UBS Securities LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC
        and Keefe, Bruyette & Woods, Inc., as representatives of the several
        underwriters named on Schedule A thereto.

 5.1      Opinion of Venable LLP.

23.1      Consent of Venable LLP (included in Exhibit 5.1).

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