Palmer Square Capital BDC Inc
For the period ended Sep 30, 2024. Filed Nov 5, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 5, 2024
PSBD$9.88-0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-08.
0001213900-24-066323
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-05.
0000950170-24-121066
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 98 previous paragraphs and 135 current paragraphs.
70 unchanged; 25 reworded; 40 added; 1 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 49 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (40)
Current report
our future operating results;
Current report
our business prospects and the prospects of our portfolio companies;
Current report
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the liquidity of certain banks;
Current report
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, and the war between Russia and Ukraine;
Current report
the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;
Current report
rising levels of inflation, and its impact on us, on our portfolio companies and on the industries in which we invest;
Current report
the ability of the Investment Advisor to locate suitable investments for us and to monitor and administer our investments;
Current report
the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;
Current report
risk associated with possible disruptions in our operations or the economy generally, including a possible slowdown in the economy and risk of recession;
Current report
the timing of cash flows, if any, from the operations of the companies in which we invest;
Current report
the ability of the companies in which we invest to achieve their objectives;
Current report
our ability to continue to effectively manage our business due to the disruptions caused by global political and economic instability;
Current report
the dependence of our future success on the general economy and its effect on the industries in which we invest;
Current report
our ability to maintain our qualification as a BDC and as a RIC under the Code;
Current report
the use of borrowed money to finance a portion of our investments;
Current report
the adequacy, availability and pricing of our financing sources and working capital;
Current report
actual or potential conflicts of interest with the Investment Advisor and its affiliates;
Current report
our contractual arrangements and relationships with third parties;
Current report
loss of key personnel, and the illiquid nature of our investments; and
Current report
the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.
Current report
interest expense and other costs associated with our indebtedness;
Current report
the cost of calculating our NAV, including the cost of any third-party valuation services;
Current report
the cost of effecting sales and repurchases of shares of our common stock and other securities;
Current report
fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
Current report
transfer agent and custodial fees;
Current report
operating costs incurred prior to the commencement of our operations;
Current report
out-of-pocket fees and expenses associated with marketing efforts;
Current report
federal and state registration fees and any stock exchange listing fees;
Current report
U.S. federal, state and local taxes;
Current report
Independent Directors’ fees and expenses;
Current report
brokerage commissions and markups;
Current report
fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;
Current report
direct costs, such as printing, mailing, long distance telephone and staff;
Current report
fees and expenses associated with independent audits and outside legal costs;
Current report
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
Current report
other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses.
Current report
New CLO equity investments do not have an ascribed interest rate and are therefore excluded from the calculation.
Current report
Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
Current report
CLO equity securities are considered income producing securities but do not have an ascribed interest rate, and therefore are excluded from the calculation.
Current report
Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
Removed paragraphs (1)
Previous report
During the six months ended June 30, 2024 and June 30, 2023, we had aggregate capital commitments and undrawn capital commitments from investors as follows:
Reworded paragraphs (25)
Previous wording
As of June 30, 2024, our weighted average total yield to maturity of debt and income producing securities at fair value was 9.82%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.80%.
Current wording
As of September 30, 2024, our weighted average total yield to maturity of debt and income producing securities at fair value was 10.48%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 9.41%.
Previous wording
As of June 30, 2024, we had 256 debt and equity investments in 209 portfolio companies with an aggregate fair value of approximately $1.4 billion.
Current wording
As of September 30, 2024, we had 258 debt and equity investments in 212 portfolio companies with an aggregate fair value of approximately $1.3 billion.
Previous wording
Our investment activity for the three and six months ended June 30, 2024 and June 30, 2023 is presented below (information presented herein is at amortized cost unless otherwise indicated).
Current wording
Our investment activity for the three and nine months ended September 30, 2024 and September 30, 2023 is presented below (information presented herein is at amortized cost unless otherwise indicated).
Previous wording
Our investment activity for the three and six months ended June 30, 2024 and June 30, 2023 is presented below (information presented herein is at Par unless otherwise indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding as of June 30, 2024 and June 30, 2023, respectively.
Current wording
Our investment activity for the three and nine months ended September 30, 2024 and September 30, 2023 is presented below (information presented herein is at Par unless otherwise indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding as of September 30, 2024 and September 30, 2023, respectively.
Previous wording
The following table represents the operating results for the three and six months ended June 30, 2024 and June 30, 2023.
Current wording
The following table represents the operating results for the three and nine months ended September 30, 2024 and September 30, 2023.
Previous wording
Investment income for the three and six months ended June 30, 2024 and June 30, 2023, was as follows:
Current wording
Investment income for the three and nine months ended September 30, 2024 and September 30, 2023, was as follows:
Previous wording
For the three and six months ended June 30, 2024 and June 30, 2023, total investment income was driven by increasing interest income due to the size of the portfolio. The size of our investment portfolio at fair value increased from $1.0 billion as of December 31, 2023 to $1.4 billion as of June 30, 2024. The size of our investment portfolio at fair value decreased from $966.9 million as of December 31, 2022 to $966.0 million as of June 30, 2023. All debt and short-term investments were income producing, and there were no loans on non-accrual status as of June 30, 2024.
Current wording
For the three and nine months ended September 30, 2024 and September 30, 2023, total investment income was driven by increasing interest income due to the size of the portfolio. The size of our investment portfolio at fair value increased from $1.0 billion as of December 31, 2023 to $1.3 billion as of September 30, 2024. The size of our investment portfolio at fair value increased from $966.9 million as of December 31, 2022 to $1.0 billion as of September 30, 2023. All debt and short-term investments were income producing, except for two loans on non-accrual status as of September 30, 2024. As of September 30, 2024, loans on non-accrual status represented 0.26% of the total investments at fair value (or 0.64% at amortized cost). There were no loans on non-accrual status as of December 31, 2023.
Previous wording
Operating expenses for the three and six months ended June 30, 2024 and June 30, 2023, were as follows:
Current wording
Operating expenses for the three and nine months ended September 30, 2024 and September 30, 2023, were as follows:
Previous wording
Net expenses for the three months ended June 30, 2024 were $20.8 million, which consisted of $15.0 million in interest expense, $2.5 million in management fees, $2.2 million in incentive fees, $1.1 million in other operating expenses, and $37 thousand in directors fees. Net expenses for the six months ended June 30, 2024 were $39.3 million, which consisted of $28.2 million in interest expense, $4.9 million in management fees,$4.2 million in incentive fees,$2.0 million in other operating expenses, and $75 thousand in directors fees offset by $51 thousand in management fee waiver from the Investment Advisor.
Current wording
Net expenses for the three months ended September 30, 2024 were $21.6 million, which consisted of $15.7 million in interest expense, $2.4 million in management fees, $2.2 million in incentive fees, $1.2 million in other operating expenses, and $38 thousand in directors fees. Net expenses for the nine months ended September 30, 2024 were $60.8 million, which consisted of $43.8 million in interest expense, $7.3 million in management fees, $6.4 million in incentive fees, $3.2 million in other operating expenses, and $112 thousand in directors fees offset by $51 thousand in management fee waiver from the Investment Advisor.
Previous wording
Net expenses for the three months ended June 30, 2023 were $13.2 million, which consisted of $10.9 million in interest expense, $2.0 million in management fees, $558 thousand in other operating expenses, and $19 thousand in directors fees offset by $256 thousand in management fee waiver from the Investment Advisor. Net expenses for the six months ended June 30, 2023 were $25.8 million, which consisted of $21.2 million in interest expense, $4.0 million in management fees, $1.1 million in other operating expenses, and $37 thousand in directors fees offset by $495 thousand in management fee waiver from the Investment Advisor.
Current wording
Net expenses for the three months ended September 30, 2023 were $14.0 million, which consisted of $11.5 million in interest expense, $2.2 million in management fees, $527 thousand in other operating expenses, and $19 thousand in directors fees offset by $275 thousand in management fee waiver from the Investment Advisor. Net expenses for the nine months ended September 30, 2023 were $39.8 million, which consisted of $32.7 million in interest expense, $6.2 million in management fees, $1.7 million in other operating expenses, and $56 thousand in directors fees offset by $770 thousand in management fee waiver from the Investment Advisor.
Previous wording
The increase in expenses for the six months ended June 30, 2024 compared to the same period in the prior year was primarily due to the average balance of debt increasing from $628.8 million at June 30, 2023 to $770.9 million at June 30, 2024 (interest rates increased slightly from 6.30% to 6.95% during the same period) under our BoA Credit Facility, WF Credit Facility and CLO Transaction and incentive fees due to the Investment Advisor upon completion of the IPO.
Current wording
The increase in expenses for the nine months ended September 30, 2024 compared to the same period in the prior year was primarily due to the average balance of debt increasing from $628.2 million at September 30, 2023 to $793.4 million at September 30, 2024 (interest rates increased slightly from 6.95% to 6.96% during the same period) under our BoA Credit Facility, WF Credit Facility and CLO Transaction and incentive fees due to the Investment Advisor upon completion of the IPO.
Previous wording
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2024 and June 30, 2023, net unrealized gains (losses) on our investment portfolio were comprised of the following:
Current wording
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended September 30, 2024 and September 30, 2023, net unrealized gains (losses) on our investment portfolio were comprised of the following:
Previous wording
The change in unrealized appreciation (depreciation) for the three months ended June 30, 2024 and June 30, 2023 totaled $(1.0) million and $9.7 million, respectively. For the three months ended June 30, 2024, this consisted of net unrealized depreciation of $8.1 million related to existing portfolio investments, and net unrealized appreciation of $7.1 million related to exited portfolio investments (a portion of which has been reclassified to realized losses). For the three months ended June 30, 2023, this consisted of net unrealized appreciation of $7.8 million related to existing portfolio investments, and net unrealized appreciation of $1.9 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
Current wording
The change in unrealized appreciation (depreciation) for the three months ended September 30, 2024 and September 30, 2023 totaled $(1.1) million and $21.2 million, respectively. For the three months ended September 30, 2024, this consisted of net unrealized depreciation of $10.0 million related to existing portfolio investments, and net unrealized appreciation of $8.9 million related to exited portfolio investments (a portion of which has been reclassified to realized losses). For the three months ended September 30, 2023, this consisted of net unrealized appreciation of $16.2 million related to existing portfolio investments, and net unrealized appreciation of $5.0 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
Previous wording
The change in unrealized appreciation (depreciation) for the six months ended June 30, 2024 and June 30, 2023 totaled $7.3 million and $24.6 million, respectively. For the six months ended June 30, 2024, this consisted of net unrealized depreciation of $6.9 million related to existing portfolio investments, and net unrealized appreciation of $14.2 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). For the six months ended June 30, 2023, this consisted of net unrealized appreciation of $20.4 million related to existing portfolio investments, and net unrealized appreciation of $4.2 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
Current wording
The change in unrealized appreciation (depreciation) for the nine months ended September 30, 2024 and September 30, 2023 totaled $6.2 million and $45.7 million, respectively. For the nine months ended September 30, 2024, this consisted of net unrealized depreciation of $15.5 million related to existing portfolio investments, and net unrealized appreciation of $21.7 million related to exited portfolio investments (a portion of which has been reclassified to realized gains). For the nine months ended September 30, 2023, this consisted of net unrealized appreciation of $36.7 million related to existing portfolio investments, and net unrealized appreciation of $9.0 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).
Previous wording
During the six months ended June 30, 2024, we experienced a net increase in cash and cash equivalents of $12.7 million. During the period, net cash used in operating activities was $238.4 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term investments) of $535.8 million, partially offset by proceeds received from sale of investments of $209.6 million. We funded short-term investments during the period, and as of the end of the period we held $63.1 million in fair value of short-term investments. During the same period, net cash provided by financing activitieswas$251.1 million, primarily consisting of $300.0 million in proceeds from the CLO Transaction (as defined below), offset by $117.4 million of net repayments under the BoA Credit Facility and WF Credit Facility, partially increased by proceeds from the issuance of common stock of $89.7 million.
Current wording
During the nine months ended September 30, 2024, we experienced a net decrease in cash and cash equivalents of $331 thousand. During the period, net cash used in operating activities was $234.9 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term investments) of $602.0 million, partially offset by proceeds received from sale of investments of $292.4 million. We funded short-term investments during the period, and as of the end of the period we held $45.3 million in fair value of short-term investments. During the same period, net cash provided by financing activities was $234.6 million, primarily consisting of $300.0 million in proceeds from the CLO Transaction (as defined below), offset by $119.5 million of net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $31.3 million, partially increased by proceeds from the issuance of common stock of $89.7 million.
Previous wording
During the six months ended June 30, 2023, we experienced a net increase in cash and cash equivalents of $5.1 million. During the period, net cash provided by operating activities was $18.0 million, primarily as a result of proceeds received from sale of investments of $136.0 million, partially offset by fundings of portfolio investments (excluding investments in short-term investments) of $110.1 million. We funded short-term investments during the period, and as of the end of the period we held $96.9 million in fair value of short-term investments. During the same period, net cash used in financing activities was $12.9 million, primarily consisting of $17.0 million of net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $13.2 million, partially offset by proceeds from the issuance of common stock of $17.3 million.
Current wording
During the nine months ended September 30, 2023, we experienced a net increase in cash and cash equivalents of $1.8 million. During the period, net cash provided by operating activities was $16.1 million, primarily as a result of proceeds received from sale of investments of $194.4 million, partially offset by fundings of portfolio investments (excluding investments in short-term investments) of $188.4 million. We funded short-term investments during the period, and as of the end of the period we held $99.5 million in fair value of short-term investments. During the same period, net cash used in financing activities was $14.4 million, primarily consisting of $12.0 million of net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $20.0 million, partially offset by proceeds from the issuance of common stock of $17.7 million.
Previous wording
As of June 30, 2024 and June 30, 2023, we had cash and cash equivalents of $14.8 million and $6.7 million, respectively. As of June 30, 2024, we had $386.6 million principal outstanding under the BoA Credit Facility, $136.3 million principal outstanding under the WF Credit Facility and $300.0 million of outstanding indebtedness under the CLO Transaction. As of June 30, 2023, we had $490.0 million principal outstanding under the BoA Credit Facility and $134.3 million principal outstanding under the WF Credit Facility.
Current wording
As of September 30, 2024 and September 30, 2023, we had cash and cash equivalents of $1.8 million and $3.4 million, respectively. As of September 30, 2024, we had $376.6 million principal outstanding under the BoA Credit Facility, $144.1 million principal outstanding under the WF Credit Facility and $300.0 million of outstanding indebtedness under the CLO Transaction. As of September 30, 2023, we had $495.0 million principal outstanding under the BoA Credit Facility and $134.3 million principal outstanding under the WF Credit Facility.
Previous wording
As a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of June 30, 2024, our asset coverage ratio was 167%.
Current wording
As a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of September 30, 2024, our asset coverage ratio was 166%.
Previous wording
During the six months ended June 30, 2024 and June 30, 2023, we issued and sold 5,485,963 shares at an aggregate purchase price of $90.2 million and 1,486,335 shares at an aggregate purchase price of $24.2 million, respectively. These amounts include shares issued in reinvestment.
Current wording
During the nine months ended September 30, 2024 and September 30, 2023, we issued and sold 5,551,372 shares at an aggregate purchase price of $91.3 million and 2,379,185 shares at an aggregate purchase price of $39.3 million, respectively. These amounts include shares issued in reinvestment.
Previous wording
For the six months ended June 30, 2024, we repurchased 21,352 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
Current wording
For the nine months ended September 30, 2024, we repurchased 30,664 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan.
Previous wording
For the six months ended June 30, 2024, PSCM did not repurchase any shares of our common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan.
Current wording
For the nine months ended September 30, 2024, PSCM did not repurchase any shares of our common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan.
Previous wording
As of June 30, 2024, we had $386.6 million principal outstanding and $138.4 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.
Current wording
As of September 30, 2024, we had $376.6 million principal outstanding and $148.4 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.
Previous wording
As of June 30, 2024, we had $136.3 million outstanding and $38.7 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.
Current wording
As of September 30, 2024, we had $144.1 million outstanding and $30.9 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.
Previous wording
We have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator). Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an executive officer of ours and an interested member of our Board, and Angie K. Long and Scott A. Betz, each an executive officer of ours, have an indirect pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by PSCM. See “Note 3. Agreements and Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” in the notes to the accompanying consolidated financial statements.
Current wording
We have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator). Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an executive officer of ours and an interested member of our Board, and Angie K. Long, Matthew L. Bloomfield and Scott A. Betz, each an executive officer of ours, have an indirect pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by PSCM. See “Note 3. Agreements and Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” in the notes to the accompanying consolidated financial statements.
Previous wording
Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of June 30, 2024 and December 31, 2023, we had twenty-two unfunded commitments totaling $30.0 million and fifteen unfunded commitments totaling $20.1 million, respectively. See*“Note 9. Commitments and Contingencies”*in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.
Current wording
Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of September 30, 2024 and December 31, 2023, we had twenty-two unfunded commitments totaling $19.6 million and fifteen unfunded commitments totaling $20.1 million, respectively. See“Note 9. Commitments and Contingencies”in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Company Rule 10b5-1 Stock Repurchase Plan
Previous report — wording carried elsewhere
PSCM Rule 10b5-1 Stock Purchase Plan