Palmer Square Europe Capital Management LLC (“Palmer Square Europe,” or the “Adviser”)
was formed in 2020 and, through its Management Series (defined below), filed its initial
registration with the U.S. Securities and Exchange Commission on August 17, 2020.
Structure and Operations
Palmer Square Europe is a series limited liability company organized under the laws of the State
of Delaware. Palmer Square Europe consists of the following separate types of series, each with
its own ownership and activities:
(i) a “Management Series”, through which we provide investment management services to
collateralized loan obligation issuers (“CLO Issuers” or “CLOs”) and certain related investment
vehicles organized to hold loans on a short-term basis prior to the launch of a CLO
(“Warehouses” and, together with the CLO Issuers, “CLOs” or “Clients”). Our Clients focus on
corporate credit and structured credit. All of the membership interests in the Management Series
are owned by Palmer Square Capital Management LLC (“Palmer Square Management”) and we
have entered into a Shared Services Arrangement (as defined in Item 10, below) with Palmer
Square Management to provide staffing services to us in connection with the management
services we provide to Clients, as described in more detail in Item 10, below. Except as
otherwise stated, our activities as an investment adviser are conducted through the Management
Series. There is only one Management Series.
(ii) one or more “Investment Series” through which we own investments in CLOs, including our
Clients, and CLOs that are clients of another adviser affiliated with Palmer Square Management.
The CLO securities held by each Investment Series include risk retention interests issued by our
Clients. All of the interests in the initial Investment Series are currently owned by certain
private funds sponsored by Palmer Square Management (the “Palmer Square Investing Funds”).
(iii) one or more “Originator Series”, each of which engages in EU risk retention “origination”
activities in connection with the CLOs we manage. All of the interests in the initial Originator
Series are currently owned by the Palmer Square Investing Funds.
Each Investment Series and Originator Series are intended to assure compliance with certain
applicable regulatory risk retention requirements. In the future, we could form additional series.
Palmer Square
The principals and members of the senior management of Palmer Square Management (some of
which also serve as our principals and senior management), are the principal owners of Palmer
Square Management and generally hold their interests therein through Palmer Square Holdings,
LLC (“Holdings” and, together with Palmer Square Management, Palmer Square Europe and
their relevant affiliates, “Palmer Square”), an entity exclusively owned and controlled by
Christopher Long, Chief Executive Officer of Palmer Square, and Angie Long, Chief Investment
Officer of Palmer Square.
As an enterprise, Palmer Square provides investment advisory services (including on a sub-
advisory basis) to institutions, high net worth individuals, investment companies and other
pooled investment vehicles (each, a “client”). In connection with its advisory activities, Palmer
Square, as relevant, can serve as: (i) managing member, or general partner to certain privately
placed pooled investment vehicles domiciled within or outside of the U.S., including hedge
funds and funds of hedge funds (each a “Palmer Square Private Fund”); (ii) investment adviser,
investment manager or portfolio
manager to Palmer Square Private Funds, collective investment
trusts (each a “Palmer Square CIT”), investment companies registered under the Investment
Company Act of 1940, as amended (the “Company Act” and each such fund, a “Palmer Square
Registered Fund”) and funds that have elected to be treated as business development companies
under the Company Act (each a “Palmer Square BDC”); and/or (iii) collateral manager,
collateral servicer, or portfolio manager to collateralized debt obligation issuers (“CDOs”),
CLOs and related Warehouses for CLOs or CDOs (together with the Palmer Square Private
Funds, Palmer Square CITs, Palmer Square Registered Funds and Palmer Square BDCs, the
“Palmer Square Funds”). Palmer Square expects to advise additional clients (including CLOs)
without consulting its existing clients. In connection with the operation of such additional
clients, Palmer Square expects to employ substantially similar investment strategies and/or invest
in substantially similar assets as are employed and invested in by existing clients of Palmer
Square Europe. Please refer to Item 10 for additional discussion regarding the affiliates of
Palmer Square.
CLOs and Warehouses
After its warehouse phase, a CLO is a pooled investment vehicle that has a tiered capital
structure, issuing senior and mezzanine notes that are rated by one or more rating agencies (the
“Rated Notes”) and unrated, subordinated notes or other economic equity interests (together with
the Rated Notes, the “CLO Securities”).
Each client of Palmer Square Europe is currently a CLO or CLO Warehouse. Each CLO invests
substantially all of its assets in, and its CLO Securities are backed by, loans and other assets that
are permitted to be held by the CLO under the applicable CLO Documents (together, the
“Assets”). Each CLO and its investment program is described and governed by its own CLO
Documents, which describe the roles of various persons involved in the CLO, establish the
collateral manager’s authority to manage the CLO and the limits on that authority and set forth
detailed eligibility criteria, specifications and requirements regarding the types of investments
and describes the overall composition of the CLO’s portfolio (including by imposing,
diversification, ratings and concentration tests). In general, CLO Documents include the CLO’s:
offering circular; collateral management agreement; indenture; account agreement; note
purchase or placement agreement; subscription agreements; and other transaction documents.
As a general matter, Palmer Square Europe’s advice to the CLOs is limited to investments in
assets such as, but not limited to, loans and bonds. Nonetheless, each CLO pursues its own
investment program and has distinct investment features, which can include varying levels of
fees, portfolio compositions, investment minimums, investor qualification standards, maturities
and distribution terms. Investors in the CLOs cannot impose restrictions on the CLO’s
investment activities. Subject to the CLO Documents, Palmer Square Europe generally has full
discretion in trading on behalf of each of the CLOs it manages, without (except as required by
the Advisers Act or the CLO Documents, in the case of certain principal or affiliate transactions)
prior notice to or approval from, any CLO or its underlying investors.
Assets Under Management
As of December 31, 2023, Palmer Square Europe’s regulatory assets under management are
approximately $6,160,320,918. The Adviser does not currently manage any assets on a non-
discretionary basis.