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Share Name | Share Symbol | Market | Type |
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Prospect Capital Corporation | NASDAQ:PSEC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.08 | 1.46% | 5.57 | 5.56 | 5.57 | 5.57 | 5.50 | 5.50 | 1,472,304 | 20:50:41 |
TRANSACTION VALUATION(1)
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AMOUNT OF FILING FEE(2)
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$100,000,000.00
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$12,980.00
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(1)
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Calculated solely for purposes of determining the amount of the filing fee. The calculation of the Transaction Valuation assumes that all $100,000,000 aggregate principal amount of the Company’s outstanding 4.95% Senior Convertible Notes due 2022 are purchased at the tender offer price of $1,000.00 per $1,000 principal amount of such notes.
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(2)
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The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory #1 for Fiscal Year 2020, equals $129.80 for each $1,000,000 of the value of the transaction.
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o
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify persons filing by registration statement number, or the Form or Schedule and the date of its filing.
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o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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o
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Third-party tender offer subject to Rule 14d-1.
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x
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Issuer tender offer subject to Rule 13e-4.
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o
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Going-private transaction subject to Rule 13e-3.
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o
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Amendment to Schedule 13D under Rule 13d-2.
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o Check the box if the filing is a final amendment reporting the results of the tender offer.
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(a)
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Name and Address. The name of the subject company is Prospect Capital Corporation, a Maryland corporation. The Company’s principal executive offices are located at 10 East 40th Street, 42nd Floor, New York, New York 10016. The telephone number of its principal office is (212) 448-0702.
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(b)
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Securities. The securities that are the subject of the Tender Offer are the Company’s outstanding Notes. As of July 22, 2020, there were $258,240,000 aggregate principal amount of Notes outstanding. The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.
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(c)
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Trading Market and Price. The information set forth in the Offer to Purchase under the heading “Market Price Information” is incorporated herein by reference.
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(a)
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Name and Address. The name of the filing person is Prospect Capital Corporation, a Maryland corporation. The Company’s principal executive offices are located at 10 East 40th Street, 42nd Floor, New York, New York 10016. The telephone number of its principal office is (212) 448-0702. The filing person is the subject person.
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Name
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Position
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John F. Barry III
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Director, Chairman of the Board and Chief Executive Officer
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M. Grier Eliasek
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Director, President and Chief Operating Officer
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Andrew C. Cooper
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Lead Independent Director
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William J. Gremp
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Director
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Eugene S. Stark
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Director
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Kristin Van Dask
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Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
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(a)
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Material Terms. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “The Tender Offer,” “Certain Considerations,” “Source of Funds” and “Certain U.S. Federal Income Tax Considerations” is incorporated herein by reference.
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(b)
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Purchases. To the knowledge of the Company, based on reasonable inquiry, no Notes are owned by the Company or any officer, director or affiliate of any of the foregoing and therefore no Notes will be acquired from the Company or any officer, director or affiliate of the foregoing. The information set forth in the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Notes” is incorporated herein by reference.
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(e)
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Agreements Involving the Subject Company’s Securities. The Company is a party to the following agreements, arrangements or understandings that involve its subject securities:
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•
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Supplemental Indenture (including the form of Note), dated as of April 11, 2017, by and between Prospect Capital Corporation and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 11, 2017 and incorporated herein by reference).
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•
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Indenture, dated as of February 16, 2012, between Prospect Capital Corporation and American Stock Transfer & Trust Company, LLC, as trustee (the “Original Trustee”) (filed as Exhibit (d)(7) to Post-Effective Amendment No. 1, filed on March 1, 2012 and incorporated herein by reference), as amended by the Agreement of Resignation, Appointment and Acceptance, dated as of March 12, 2012, by and among Prospect Capital Corporation, the Original Trustee and U.S. Bank National Association, as Trustee (filed as Exhibit (d)(13) to Post-Effective Amendment No. 3, filed on March 14, 2012 and incorporated herein by reference).
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(a)
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Purposes. The information set forth in the Offer to Purchase under the heading “The Tender Offer-Purpose of the Tender Offer” is incorporated herein by reference.
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(b)
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Use of Securities Acquired. The information set forth in the Offer to Purchase under the heading “The Tender Offer-Payment for Notes” is incorporated herein by reference.
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(c)
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Plans. At any given time, the Company may be evaluating or in discussions regarding one or more strategic transactions although, the Company currently has no material plans, proposals or negotiations described in Item 1006(c) of Regulation M-A under the Exchange Act to disclose at this time. The information set forth in the Offer to Purchase including under the headings “Certain Considerations-Treatment of Notes Not Tendered in the Tender Offer” and “Source of Funds” (and the documents incorporated by reference therein) is incorporated herein by reference.
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(a)
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Securities Ownership. To the knowledge of the Company, based on reasonable inquiry, no Notes are owned by the Company or any officer, director or affiliate of any of the foregoing and therefore no Notes will be acquired from the Company or any officer, director or affiliate of the foregoing. The information set forth in the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Notes” is incorporated herein by reference.
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(b)
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Securities Transactions. The information set forth in the Offer to Purchase under the heading “Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Notes” is incorporated herein by reference.
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(a)
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Solicitations or Recommendations. The information set forth in the Offer to Purchase under the headings “Summary Term Sheet” and “The Information and Tender Agent” is incorporated herein by reference.
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(a)
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Financial Statements. Not applicable.
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(b)
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Pro Forma. Not applicable.
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(a)
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Agreements, Regulatory Requirements and Legal Proceedings. Not applicable.
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(c)
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Other Material Information. The information contained in the Offer to Purchase is incorporated herein by reference.
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Exhibit
No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated July 23, 2020.
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(a)(1)(B)
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Retail Processing Fee Form.
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(a)(5)
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Press Release, dated July 23, 2020, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on July 23, 2020.
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(b)
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Sixth Amended and Restated Loan and Servicing Agreement, dated August 1, 2018, among Prospect Capital Funding LLC, Prospect Capital Corporation, the lenders from time to time party thereto, the managing agents from time to time party thereto, U.S. Bank National Association as Calculation Agent, Paying Agent and Documentation Agent, KeyBank National Association as Facility Agent, Key Equipment Finance Inc. and Royal Bank of Canada as Syndication Agents, and KeyBank National Association as Structuring Agent, Sole Lead Arranger and Sole Bookrunner (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 6, 2018 and incorporated herein by reference).
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(d)(1)
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Supplemental Indenture, dated as of April 11, 2017, by and between Prospect Capital Corporation and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 11, 2017 and incorporated herein by reference).
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(d)(2)
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Indenture, dated as of February 16, 2012, between Prospect Capital Corporation and American Stock Transfer & Trust Company, LLC, as Trustee (filed as Exhibit (d)(7) to Post-Effective Amendment No. 1, filed on March 1, 2012 and incorporated herein by reference).
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(d)(3)
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Agreement of Resignation, Appointment and Acceptance, dated as of March 12, 2012, by and among Prospect Capital Corporation, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee (filed as Exhibit (d)(13) to Post-Effective Amendment No. 3, filed on March 14, 2012 and incorporated herein by reference).
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(g)
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Not applicable.
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(h)
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Not applicable.
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PROSPECT CAPITAL CORPORATION
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By: /s/ M. Grier Eliasek
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Name: M. Grier Eliasek
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Title: President and Chief Operating Officer
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1 Year Prospect Capital Chart |
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