N-2/A 1 dn2a.htm AMENDMENT NO. 5 TO FORM N-2 Amendment No. 5 to Form N-2

As filed with the Securities and Exchange Commission on April 5, 2011

Securities Act Registration No. 333-170243

Investment Company Registration No. 811-22489

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Pre-Effective Amendment No. 5  x

Post-Effective Amendment No.  ¨

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940  x

Amendment No. 5

PennantPark Floating Rate Capital Ltd.

(Exact Name of Registrant as Specified in Charter)

 

 

590 Madison Avenue

15th Floor

New York, New York 10022

(Address of Principal Executive Offices)

(212) 905-1000

(Registrant’s Telephone Number, Including Area Code)

Arthur H. Penn

PennantPark Floating Rate Capital Ltd.

590 Madison Avenue

15th Floor

New York, New York 10022

(212) 905-1000

(Name and address of Agent for Service)

 

 

Copies to:

 

Thomas J. Friedmann  

Stuart H. Gelfond

David J. Harris   Paul D. Tropp
Dechert LLP  

Fried, Frank, Harris, Shriver & Jacobson LLP

1775 I Street, N.W.  

One New York Plaza

Washington, D.C. 20006  

New York, NY 10004

 

 

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  ¨

It is proposed that this filing will become effective (check appropriate box)

¨  when declared effective pursuant to section 8(c)

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

 
Title of Securities Being Registered  

Amount

Being

Registered

  

Proposed

Maximum

Offering Price

per Unit

  

Proposed

Maximum
Aggregate

Offering Price(1)

   Amount of
Registration Fee(2)

Common Stock, ($0.001 par value per share)

   11,500,000 shares   $15.00   $172,500,000   $20,027
 
 

 

(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for purpose of calculating the registration fee.
(2) The filing fee was previously paid.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

This Amendment No. 5 to the Registration Statement on Form N-2 of PennantPark Floating Rate Capital Ltd. is being filed solely for the purpose of filing exhibits, specifically: (1) Form of Stock Certificate; (2) Form of Underwriting Agreement; (3) Form of Agreement Regarding Repayment of Sales Load by and between the Registrant and the Investment Adviser and (4) Opinion and Consent of Maryland Counsel.

PART C

OTHER INFORMATION

 

Item 25. Financial Statements and Exhibits

 

(2) Exhibits

 

(a)    Articles of Amendment and Restatement.(2)

(b)

    Amended and Restated Bylaws.(2)

(c)

    Not Applicable.

(d)

    Form of Stock Certificate.(1)

(e)

    Form of Dividend Reinvestment Plan.(2)

(f)

    Not Applicable.

(g)

    Form of Investment Management Agreement between the Registrant and PennantPark Investment Advisers, LLC (the “Investment Adviser”).(2)

(h)(1)

    Form of Underwriting Agreement.(1)

(i)

    Not Applicable.

(j)

    Form of Custodian Agreement.(2)

(k)(1)

    Form of Certificate of Appointment of Transfer Agent.(2)

(k)(2)

    Form of Administration Agreement between Registrant and PennantPark Administration, LLC.(2)

(k)(3)

    Form of License Agreement between the Registrant and the Investment Adviser.(2)

(k)(4)

    Form of Sub-Administrative and Accounting Services Agreement.(2)

(k)(5)

    Form of Agreement Regarding Repayment of Sales Load by and between the Registrant and the Investment Adviser.(1)

(l)(1)

    Opinion and Consent of Maryland Counsel.(1)

(m)

    Not Applicable.

(n)

    Consent of Independent Registered Public Accounting Firm.(2)

(o)

    Not Applicable.

(p)

    Not Applicable.

(q)

    Not Applicable.

(r)(1)

    Joint Code of Ethics of PennantPark Floating Rate Capital Ltd. and the Investment Adviser.(2)

 

(1) Filed herein
(2) Previously filed

 

C-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York on the 5th day of April, 2011.

 

PENNANTPARK FLOATING RATE CAPITAL LTD.
By:  

/s/    ARTHUR H. PENN        

Name:   Arthur H. Penn
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/    ARTHUR H. PENN        

     
(Arthur H. Penn)   

Chief Executive Officer and Director

(Principal Executive Officer)

   April 5, 2011

/s/    AVIV EFRAT        

     
(Aviv Efrat)    Treasurer (Principal Financial Officer)   April 5, 2011

*

     
(Jeffrey Flug)    Director   April 5, 2011

*

     
(Marshall Brozost)    Director   April 5, 2011

*

     
(Samuel L. Katz)    Director   April 5, 2011

 

* Signed by Aviv Efrat on behalf of those identified pursuant to his designation as an attorney-in-fact signed by each on December 16, 2010